Directors Report of Tankup Engineers Ltd.

Mar 31, 2025

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 3L 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 COMPANY’S 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. 1 ()/- each. The details of such increase arc
asunder:

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 Board''s 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.

41L1ST1NG 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 TANK.UP''. 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 Company’s subsidiary is not applicable to the Company
as the Company has no Joint Venture or associate or Subsidiary Company.

VIII. NUMBEROFMEETINGSOFTHEBOARD

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^xl day of April 2024,30"’ day of
June 2024,05"'' day of July 2024.06" day of August 2024.07¹¹ 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^th 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	Positioninthe Committee	Designation
Mr.BrajeshKumarSingh	Chairman	IndependentDirector
Mr.RakcshGupta	Member	IndcpendcntDircctor
Mrs. Pankhuri Lath	Member	Whole-timeDirector& Chief Financial Officer

2. Nomination & Remuneration Committee

Name	Positioninthe Committee	Designation
Mr.RakcshGupta	Chairman	IndcpendcntDircctor
M r. Brajesh KumarSingh	Member	IndependentDirector
Mr.GovindPrasadLath	Member	Non-ExecutiveDirector

Name	Positioninthe Committee	Designation
Mr. BrajeshKumarSingh	Chairman	IndependentDirector
Mr.RakeshGupta	Member	IndependentDirector
Mr.GauravLath	Member	ManagingDirector

X. FO RMAL ANN l)AL EVALUATI ON OF B O A R D, ITS
COMM ITTEESAND IN DIVID UAL DJ 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"^J 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 134(3)(c)

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. ''Ihe 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 M/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. I Iowever, in view of the Company''s subsequent
listing, the apj>ointinent of a Secretarial Auditor has become mandatory from the
Financial Year 2025-20 onwards. Accordingly, the Board has api>ointed M/s Amit
Gupta & Associates, Company Secretaries, as the Secretarial Auditor of the
Company in compliance with Section 204 of the Companies Act, 2013, read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, for the Financial Year 2025-26.Further, as a measure of good governance
and enhanced transparency, the Company has voluntarily obtained the Secretarial
Audit Reix»rt (Form MR-3) for the Financial Year 2024-25, which is annexed here
to and forms an integral part of this Rejx>rt

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 Company''s 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) CostAuditors

The provisions of the Cost Auditors were not applicable to the C ompany 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	Nil
Provided

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 w''as appointed as Non-Executive Director on the Board of
the Company pursuant to provisions of Section 152, 197, 198, 203
rcadwithSchcdulcVandallothcrapplicablcprovisions under the Companies Act
2013 w.e.fO I^M 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 (ACM) 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"'' 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" 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
readwithScheduleVandallotherapplicableprovision under the Companies Act 2013
w.e.f 06‘ 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 re¬
appointment. 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 Oficcr of the Company pursuant of the prov ision of Section 203 of
Companies Act 2013 w^r.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 05* 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. 06 August 2024.

3) Declarations given by Indcpendent 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''⁷);

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

They have registered themselves with the independent director''s 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
cxternalinfluence.

4) Company''s 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//www.tankup.co.inwp-content.
uploads/2025/05/Nomination-and-Remuneration-Policy.docx.pdf

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

We atfirm 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 EXCH ANGE 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.tankup.co.in/financial/

iv. MATERIALCHANGESAND COMMITMENTS, IFANY

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. Fifing of Draft Red Herring Prospectus:

Board of directors of the Company vide their resolution dated on August 28,

2024 and shareholders of Company vide theirresolution 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 SF.BI 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 COMPANY''S 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
company''s 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, businessdivisions/ 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 PARTYTRANSACTIONS

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) DUR INC THE YEAR A LONG WITH THE! R 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/

XV III. INTERNAL FINANCIALCONTROLS AND THEIR ADEQUACY

Internal financial controls are an integral part of the Company''s 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 Company''s 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 efcctivcly 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 Coqiorate 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 are
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
Company''s 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/Whi.stlc-BI ower-Viei 1-M eclian ism-Pol icv.pdf

XXIII. CORPORATE GOVERNANCE

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 coiporatc 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 Company''s 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 SFBI (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 Crore 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 SLB1 (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 R/o - Flat No. 601

Pandit Harbansh Villa Pandit Harbansh Villa

25/22 13 Jopling Road, 25/22 13 Jopling Road,

Lucknow, Uttar Pradesh Lucknow, Uttar Pradesh

Date: 05/09/2025
Place: Lucknow

---

Mar 31, 2024

Your directors have the pleasure m presenting the Fourth Annual Report of the Company together with audited statements of account for the financial year ended 31⁴'' March 2024.

1. FINANCIAL RESULTS AND OPERATIONS

		(Amount in Rupees)
		Standalone
	Particulars	Yearended 31.03.2024	Year ended 31.03.2023
		Rs.	Rs.
	Revenue including other income	39,5433.439.90	1134.93,89632
	Expenditure	1636.14.518.87	10,70.09,277.06
	Pro! it/ (Loss) before Depreciation and lax	3,17/88,921.03	1.14.84,619.26
	Less: Depreciation	15,98.747.00	20.08,013.00
	Proht/Loss before Tax	3,01,90,174.03	94.76,606.26
	Less: Tax Expenses including deferred tax	53.72.969	15,99,58430
	Net Prolit/(Loss) toi the year	2, >18,17.205.03	78.77,02236

2. PERFORMANCE REVIEW AND STATE OF COMPANY''S AFFAIRS

Financials:

During the year under report, your company lias earned an income including other income of Rs. 19,54,33,439.90/ - as compared to tire previous year''s income of Rs. 11 .S4.93.896.32/ . The Company incurred an expenditure of Rs. 1636,44,518-87/- as against the previous year''s amount of Rs. 10,70,09,277.06/ -. The depreciation provided during the year was Ks. 15,98,747.00/- as against the previous year''s depreciation ot Rs. 20,08.013.00/-. As a result, die company Incurred a net profit of Rs. 2,48,17,205.03/ as against the previous year''s not profit of Rs. 78,77,022.26/ .

3. Cl 1ANGEIN THE NATURE OE BUSINESS. IF ANY

There has been no change in the nature ot the business ot the Company during die year under review.

However, after die closure of Financial Year 2023-24 die status of the company is changed from Private Limited to Public Limited with effect from 24"'' July 2024.

4. HOLDING, SUBSIDIARY, IQ1NT VENTURE OR ASSOC1ATE COMPANY

The Company does not liave any Subsidiary, Joint Ventures, or Associate Companies but lias a holding entity, Tank-Up Petio Ventures LLP and die details of the same am given below:

s. No-	Name and Address of the Company	Holdin^Subsidiary/ JV/Associate	% of Shares held	Applicable Section
1.	Tank-Up Petro Ventures LLP	Holding	99.96%	2(46)

5. IN FORMA MON ABOU1 MIL FINANCIAL PERFORMANCE / FINANCIAL POSH ION OF THE SUBSIDIARIES/ ASSOCIATES:

Theie were no Subsidiaries or associate companies ot die company during tire financial year 2023-

24.

6. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS Sl.HMDIAKII S, JOIN I VI \ il.KlsUK ASSOC IAN l OMI’AMI S Dl.KINt, HU YEAR,

Theie were no companies which liave become or ceased to be the subsidiaries, Joint Ventures or associate companies during the year.

7. TRANSFER TO RESERVES

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

8. CONSTITUTION OF THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31st March 2024, die Board comprises ot the following Directors and Key Managerial Personnel:

Name of Directors	Designation
Mr. Gaurav Lath	Diiectoi
Mrs. Pankhuri Lath	Director

During the year under review there has been no change in the Constitution ot Board ot Directors and Key Managerial Personnel.

However, alter the closure ot Financial Year 2023-24 the tollowmg clvanges took place in the constitution oi the Board ot Directors and in the Key Maitagenal Personnel of the Company:

• Appointment oi Mr. Govind Prasad as additional director ot tire company w.e.t. 01“ April 2024

• Appointment ot Mrs. Pankliuri lath as Chief Financial Officer (CFO) ot tlie company w.e.f. 05* July 2024

• Appointment oi Mr. Rajat Srivastava as Company Secretary (CS) k Compliance Othcer ol the company w.ei. 05“ July 2024

• Regularization of Mr. Govind Prasad Leith as chairman and non-executive director oi tlie companv w.ei. 06“ August 2024

• Change in designation of Mr. Gaurav Lath from Executive Director to Managing Director of the companv w.ei. 06“ August 2024

• Change in designation of Mis. Pankliuri Lath from Executive Director to Whole-tune Director oi the company w.e.f. 06* August 2024

• Appointment of Mr. Subodh Dakwale as non-executive diiectoi of the company w.e.f. 06* August 2024

• Appointment of Mr. Rakesh Gupta as independent director of the company w.ei. 06* August 2024

• Appointment oi Mr. Biajesh Kumai Singh as independent director oi the companv w.ei. 06* August 2024

i. BOARD MEETINGS HELD DURING THE YEAR

Duimg the period under review, the Board oi Directors have met 6 (Six) times In a year l.e., 01.04.2023, 24.07.2023, 14.08.2023, 16.10.2023, 15.01.2024 and 18.03.2024. Tlie maximum time gap

between any two meetings did not exceed 120 days.

S. No.	Name of Directors	Designation	N umber of Board Meetings entitled to attend	No. of meetings attended by each Director
1.	Mi. Gaurav La Hi	Director	6	6
2.	Mrs. Pankhuri Lath	Din?ctor	6	6

10. COMMITTEES OF THE BOARD AND POLICIES

The Company b no I required to constitute tlie Audit Committee, Nomination and Remuneration Committee & Corporate Social Responsibility Committee ol tlie Board, as the Company does not meet the criteria laid down tor mandatorily forming such committees as per the requirement ot the Companies Act, 2013 read with rules made there under, during the year wider review.

Accordingly, the Company was not required to irame the Vigil Mechanism/ Whistle Blower Policy, Nomination, and Remuneration Policy, and Corporate Social Responsibility policy.

However, the Company has a system m place for the identitication ot elements ot risk that are associated with the accomplishment ol objectives, operations, development, revenue, and regulations, and appropriate measures are taken, wherever required to mitigate such risks beioreliand as j>er the risk management policy ot the Company

11. ANNUAL EVALUATION BY THE BOARD

Tlie Board is not required to evaluate its own performance as tlie Company does not meet the criteria laid down for mandatory evaluation of the Board during tlie period under review.

12. SHARE CAPITAL Authorised Share Capital

During tlie year under review the following changes took plate in tlie Authorised Share Capital of tlie Company:

The Authorized Share Capital of tlie Company has been increased from Rs. 25,00.000/- (Rupees Twenty five laklis only) divided into 2,50,000 (Two lakh fifty thousand) Equity Shares of the face value of Rs. 10/ (Rupees Ten only) each to Rs. 10X10,00,000/- (Rupees Ten Crore only) divided into 1,00,00.000 (One Ciore) Equity Shares ot tlie face value ot Rs. 10/ - (Rupees Ten only) each.

Paid-Up Shan* Capital

During the year tuidei review there has been no change in tlie Paid up Share Capital ol the Company.

However, alter the closure ot Financial Year 2023-24 the tollowuig changes took place ui tlie Paid-up Share Capital of the Company:

The Paid-Up Share Capital ol the Company has been increased from Rs. 25,00,000/ (Rupees Twenty-live Lakhs Only) divided into 2,50X)CO (Two lakh titty thousand) Equity Shares ot the face value ot Rs. 10/ - (Rupees Ten only) each to Rs 3,90,00,000/- (Rupees Three Crore Ninety Lakh Only) divided into .39,00,000 (Thirty-Nine Lakh) Equity Shares of the Face value ol Rs. 10/ (Rupees Ten Only) each m the following maiuiers:

14. PARTICULARS OF EMPLOYEES

None of the employees have received remuneration exceeding the limit as stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the remuneration received by the Directors of the Company is part of the notes to accounts of the financial statements of the Company.

15. DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

16. DIVIDEND ON EQUITY SHARES

Your directors do not propose any dividend on the shares of the Company for the financial year ended on 31^st March 2024.

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

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

18. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

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

(ii) they have, selected such accounting policies in consultation with Statutory Auditors 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 31^st March, 2024 and of the profit and loss of the company for the financial year;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, 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 frauds and other irregularities;

(iv) The annual accounts of the Company have been prepared on a going concern basis.

(v) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(vi) they had advised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, 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 foi preventing and detecting frauds and other irregularities;

(iv) The annual accounts of the Company have been prepared on a going concern basis.

(v) Tlie Directors have laid down Internal tinanctal controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(vi) they had advised proper systems to ensure compliance with the provisions ot all applicable laws and that such systems were adequate and operating effectively.

19. DECLARATION OF INDEPENDENCE OF DIRECTORS

Tit© provisions of Section 149 of the Companies Act, 2013 pertaining to the appointment of independent Directors are not applicable on the Company dining the period under review.

20. ALQ2UQBS

The members of tlx- Company in their Annual General Meeting held on 30* September, 2022 have approved the appointment of M/s. Seth & Associates, Chartered Accountants (Firm Registration No. 001167C) as Statutory Auditors ot the Company to hold office for a period of !> years commencing horn the conclusion of that Annual General Meeting upto the 6* consecutive Annual General Meeting of the Company.

21. AUDITOR''S REPORT

The reports given by lire Statutory Auditors'' on the iinandal statements ot the Company for the financial year ended 31’* March, 2024 form part ot the Annual Report, lliere have been no qualifications, reservations, or adverse remarks made by the Statutory Auditors in their reports.

22. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION 021 OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT.

During the year under review'', the statutory auditor has not reported to the board, under Section 143(12) ot the Companies Act, 2013, any instances of fraud committed against the Company by its officers ot employees, the details of w^rhich would need to lie mentioned in the Board''s report.

23. MA1NTA1NENCE COST RECORS UNDER SECTION 148 Hi Cost Audit is not applicable to your Company.

24. SECRETARIAL AUDITOR REPORT

The Secretarial Audit is not applicable on the Company as per the section 20-1(1) ot the Companies Act 2013 read with rule 9 of the Companies (Appointment and remuneration ot Managerial Personnel) Rules. 2014.

25. SIGNIFICANT AND MATERIAL ORDERS

There are no significant or material orders passed by the regulators, courts, or tribunals haying an impact on the future operations ol the Company or its going concern status,

26. PARTICULARS OF LOANS. GUARANTEES. OR INVESTMENTS UNDER SECTION 186

The Company has not made any Loans, guarantees and investment tor tire FY 2023-24.

27. WEBLINK OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the annual return is uploaded on the website ot the Company and the same can be accessed at https://www.tankup.co io/financial/

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)

During the yew under review, tire C ompany lias entered uito contracts or arrangements with related parties covered under Section 188(1) of the Companies Act, 2013. The details are disclosed In Form AOC-2 marked as Annex ure-II.

Furtlter, related party transactions entered by the Company as per AS-18 issued by ICAI are the part ot notes to accounts of the financial statements ot tire Company.

29. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial war to which these financial statements relate and the date ot this report.

However, after the closure of the Financial Year 2023-24, the Company lias been converted from Private Limited Company to Public Limited Company and consequent upon conversion into Public Limited Company, the name ot the Company has teen changed from "Tankup Engineers Private Limited" to "Tankup Engineers limited" and fresh certificate of incorporation dated 24^th July, 2024 has been issued.

30. CORPORATE SOCIAL RESPONSIBILITY

The Company lws not developed and implemented any Corporate Social Responsibility Initiatives as the provisions oi Section 135(1) ol the Companies Act, 2013 read with Companies (Coiporate Social Responsibility Policy) Rules, 2014 are not applicable on the Company.

31. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC. UNDER SECTION 134f3Hml OF THE COMPANIES ACT, 2013 AND RUt 1;S MADE THEREIN

Tire particulars as prescribed under Section 134 (3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 regarding Conservation oi Energy, Technology Absorption aie provided .is under:

A. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION:

Conservation of energy:

The Board has been constantly endeavouring towards conservation ot power and other rare resources.

Technology Absorption:

The Company lias access and implemented regarding conservation ot energy and technology absorption wherever applicable. The Board lias been constantly endeavouring for implementation of advanced tecluiologies.

B. FOREIGN EXCHANGE EARNINGS /OUTGO

In accordance with the provisions of 134 (3)(m) of the Companies Act, 2013 read with Companies'' (Accounts) Rules, 2014, the information relating to Foreign Exchange Earnings and Outgo is provided as under.

Particulars	2023-24	2022-23
	Rs.	Rs.
Foreign Exchange Earnings in (Rs.)	Nil	Nil
Foreign Exchange Outgo (Rs.)	23,63337.50	6,76,826.25

32. ADEQUACY OF INTERNAL CONTROLS

The Company''s internal control systems are commensurate with the nature and size of the Company.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION. AND REDRESSALl ACT. 2013

The Company lias always believed in providing a sate and harassment tree workplace tor every individual working in premises and always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During tire year ended 31*'' March, 2024, tire Company lias not received any complaint pertaining to sexual harassment.

34. COmmAJ E.....INSOLVENCY. .JBJESOLyilQN.... PROCESS. INITIATED UNDER THE

INSOLVENCY AND BANKRUPTCY CODE. 2016 flBCl:

Theie is no application filed for corporate insolvency resolution process, by a financial or operational creditor or In’ the company ttselt under the IBC before the NCLT.

35. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one tune settlement of loans taken front banks and financial institutions.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

Tire Company has complied with the applicable Secretarial Standards.

37. APPRECIATION

Your director''s place on records therr appreciation tor the valuable suppor t and cooperation ot the Company''s Bankers, Government Agencies, Customers, Suppliers, Shareholders, and other statutory authorities, who have reposed their continued trust and confidence in the Company.