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सेंसेक्स 73,134.32 +1.65% ↑ निफ्टी 22,701.35 +1.66% ↑ सोना ₹ 13,900/gm चांदी ₹ 2,55,000/kg पेट्रोल ₹ 94.77 डीज़ल ₹ 87.67 एलपीजी ₹ 913.00 कच्चा तेल $ 102.21 USD ₹ 93.33

The Anup Engineering Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present the 8^th (Eighth) Annual Report together with the Audited Financial Statements of the company for the
financial year ended on 31^st March 2025.

1 FINANCIAL PERFORMANCE

The Audited Financial Statements of the Company as on 31^st March 2025 are prepared in accordance with the relevant applicable IND AS and
provisions of the Companies Act, 2013.

The summarized financial highlight is depicted below:

Particulars	Standalone		Consolidated
Particulars	FY 2024-25	FY 2023-24	FY 2024-25
Revenue from operations	70,826.50	55,038.45	73,278.60
Other Income	517-42	906.37	513.41
Total Income	71,343.92	55,944.82	73,792.01
Profit before Finance Cost, Depreciation & Amortization and Tax Expenses	16,739.10	13,581.43	17,035.81
Finance Cost	319.44	217.44	333.89
Depreciation & Amortization	233927	1,746.40	2,381.90
Profit Before Tax	14,080.39	11,617.59	14,320.02
(i) Current Tax	2,915.00	2,650.00	3,006.92
(ii) Deferred Tax Charge/(Credit)	(173.95)	71.24	⁽¹7¹.5¹⁾
(iii) Excess provision of tax for to earlier years written back	(345.66)	(1,451.15)	(345.66)
Profit After Tax	11,685.00	10,347.50	11,830.27
Other Comprehensive Income/(loss)	(74.13)	(10734)	⁽73 55⁾
Total Comprehensive Income /(Loss) for the year Net of Tax	11,610.87	10,240.16	11,756.72

2 PERFORMANCE REVIEW AND THE STATE OF COMPANYâS
AFFAIRS

The Standalone total income of the Company was '' 71,343.92
Lakhs during the year as against '' 55,944.82 Lakhs in the previous
year. The Company has reported net profit of '' 11,685.00 Lakhs
during the year under review as against profit of '' 10,347.50 Lakhs
in the previous year.

All time high opening order book of '' 700 Crores as on 31^st March
2025.

3 DIVIDEND

The Board of Directors at their meeting held on 13^th May 2025,
have recommended final dividend of '' 17/- per equity share of face
value of '' 10/- each, for the financial year ended 31^st March 2025
subject to the approval of shareholders at the ensuing Annual
General Meeting (AGM). The final dividend on equity shares, if
approved by the members, would involve a cash outflow of
approximately '' 34.04 Crores.

4 DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (âSEBI Listing Regulationsâ), the Board of the
Company has adopted a Dividend Distribution Policy, which is
available on the website of the Company at
https://www.anupengg.com/policies/.

5 TRANSFER TO RESERVES

As permitted under the provisions of the Companies Act, 2013, the
Board does not propose to transfer any amount to general
reserve.

6 MATERIAL CHANGES AND COMMITMENT AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and/or commitments which may
affect the financial position of the Company between the end of
the financial period and the date of this report.

7 CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company
done during the year.

8 SHARE CAPITAL
Authorised share capital

The authorised share capital of the Company as on 31^st March 2025
was '' 65,35,00,000/- divided into 6,53,50,000 equity shares of
'' 10/- each.

Issued and paid up shares Capital
Bonus shares

The Board of Directors at its meeting held on 20^th March, 2024
recommended capitalization of the reserves and issuance of

bonus shares subject to approval of the members of the Company
by way of Extra-Ordinary General Meeting in the ratio of 1:1 i.e.
One new Bonus Equity Share of Rs. 10/- each for every One
existing fully paid Equity Shares of Rs. 10/- each held as on the
Record date i.e. Tuesday, 23^rd April, 2024 by way of capitalisation of
Rs. 9,95,04,830/- from and out of Securities Premium Account of
the Company. The approval of members of the Company was
received on 12^th April, 2024. Post approval of the members, the
Company had issued 99,50,483 new bonus equity shares of
Rs. 10/- each to its eligible Members. The aforesaid Bonus issue

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Particulars	No. of Equity Shares	Face Value O	Paid-up Share Capital O
Paid up Capital of the Company as on 1^st April 2024	99,50,483	10/-	9,95,04,830
Equity Shares allotted as Bonus Shares during the year under review	99,50,483	10/-	9,95,04,830
Equity Shares allotted under ESOP during the year under review	1,25,500	10/-	12,55,000
Paid up Capital of the Company as on 31^st March 2025	2,00,26,466	10/-	20,02,64,660

During the year under review, the Company has neither issued
shares with differential voting rights nor sweat equity shares.

9 EMPLOYEE STOCK OPTION SCHEMES (ESOS)

The Company has instituted three schemes viz, The Anup
Engineering Limited - Employee Stock Option Scheme - 2018
(âTAEL ESOS - 2018â), The Anup Engineering Limited - Employee
Stock Option Scheme (Demerger) - 2018 (âTAEL ESOS
(DEMERGER) - 2018â) and ANUP - Employee Stock Option
Scheme - 2019 (âANUP - ESOS 2019â) to grant equity-based
incentives to certain eligible employees, directors of the Company
and its Subsidiary Companies. There is no material change in ESOS
during the year under review and the scheme is in compliance
with Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021. The
certificate of the Secretarial Auditor regarding implementation of
scheme shall be made available for inspection of members in
electronic mode at Annual General Meeting.

The disclosures with respect to TAEL ESOS - 2018, TAEL ESOS
(Demerger) - 2018 and ANUP ESOS - 2019 as required by Section
62 of the Companies Act, 2013, Rule 12 of Companies (Share
Capital and Debentures) Rules, 2014 and the Securities and
Exchange Board of India (Share based Employee Benefits)
Regulations, 2021 are set out in Annexure-A to this Report.

10 DISCLOSURE UNDER SECTION 67(3)(C) OF THE
COMPANIES ACT, 2013

No disclosure is required under section 67(3)(c) of the Companies
Act, 2013 read with Rule 16(4) of Companies (Share Capital and
Debentures) Rules, 2014 in respect of voting rights not exercised
directly by the employees of the Company as the provisions of the
said section are not applicable.

11 DEPOSITS

The Company has not accepted or renewed any deposits in terms
of Chapter V of the Companies Act, 2013 read with the Companies
(Acceptance of Deposit) Rules, 2014 and hence furnishing the
details of deposit in terms of Chapter V of the Companies Act,
2013 is not applicable to the Company. Further there are no
outstanding deposits as at 31st March 2025.

12 PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The Particulars of loans given, investments made, guarantees
given and securities provided as per Section 186 of the Companies
Act, 2013 by the Company are disclosed in the financial statements
of the company.

13 CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company are
prepared in accordance with relevant provisions of the Companies
Act, 2013 including Indian Accounting Standards specified under
Section 133 of the Companies Act, 2013 and form part of this
Annual Report.

14 CORPORATE SOCIAL RESPONSIBILITY

The Anup Engineering Limited Policy on Corporate Social
Responsibility (TAELCSR) emphasizes the underlying value system
of the company and a firm belief that only in a healthy society
healthy businesses flourish.

The policy facilitates and formalizes the CSR processes, sets up a
guiding structure and defines broader thematic areas for projects
and programs. The Company defines an annual budget and CSR
initiatives and works with like-minded organizations.

Our CSR Policy is in sync with the broader areas of Schedule VII of
the Companies Act, 2013 and will always be aligned to the
amendments that get incorporated in the schedule.

At Anup Engineering Limited, Corporate Social Responsibility
(CSR) is anchored in the belief that progress must begin at the
grassroots â where businesses and communities intersect. Our
CSR philosophy is built on a âgood neighbourâ approach,
emphasizing long-term, trust-based partnerships with the people
and places closest to our operations.

In FY 2024-25, we deepened our engagement across the Hariyala
village and the broader Kheda region, where our new plant is
now operational. Responding to locally identified priorities
through collaborative, high-impact initiatives, our efforts spanned

four core focus areas: Education, Earning, Environment
and Healthcare. These domains form the backbone of our CSR
framework, guiding us in addressing immediate community needs
while laying the foundation for long-term, inclusive development
across rural and urban settings.

Whether it was equipping young learners with digital tools,
enhancing agricultural productivity through modern techniques,
or investing in green cover and preventive healthcare, each
initiative was designed to promote dignity, self-reliance, and
resilience. Through this approach, the Company reaffirms its
commitment to enabling communities to thrive alongside
business growth .

The brief details of Corporate Social Responsibility Policy,
initiatives undertaken and the amount spent during the financial
year 2024-25 is enclosed as Annexure-B to the Directorâs Report.

15 HUMAN RESOURCES

At The Anup Engineering Limited, we firmly believe that our
people are the cornerstone of our success. We prioritize talent
acquisition, engagement, development, retention, and reward
initiatives to drive organizational growth and prosperity.

An integral aspect of our HR strategy is our responsiveness to
evolving trends shaping the future of work. By embracing agility
and productivity enhancements, we continuously refine our HR
systems and processes to elevate the employee experience.

Our concerted efforts are evident in our emphasis on effective
recruitment practices and the cultivation of our employer brand.
We actively promote internal mobility, align organizational
structures with business imperatives, and institute robust rewards
and recognition frameworks.

Central to our employee-centric approach is our commitment to
facilitating growth opportunities. We prioritize internal mobility
initiatives, enabling employees to explore diverse functional roles
and ascend to higher positions within the company.

In the realm of learning and development, we are steadfast in our
digitalization efforts. By offering a plethora of e-learning courses
encompassing managerial and functional competencies, we equip
our workforce with the requisite skills for success in an
increasingly digital landscape.

At the heart of our HR philosophy lies a culture of open
communication and support. Regular dialogues between
managers and team members foster an environment where
concerns can be voiced, improvements can be initiated, and
individuals feel empowered to contribute their best.

Our performance management approach is multifaceted,
combining accountability with continuous development
opportunities. We champion a holistic view that nurtures talent,
aligns with our compensation framework, and fuels career
progression.

In our quest to groom future leaders, we provide a myriad of
leadership development avenues. These initiatives aim to cultivate
management skills, foster change management capabilities, and
ensure alignment with our organizational strategy for sustained
business success.

Through these concerted efforts, we endeavor to create a
workplace where our employees thrive, excel, and contribute to
the enduring success of The Anup Engineering Limited.

16 RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess,
monitor, and mitigate various risks to key business objectives.
Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a
continuing basis.

The Companyâ internal control encompasses various

managements systems, structures of organization, standard and
code of conduct which all put together help in managing the risks
associated with the Company. With a view to ensure the internal
controls systems are meeting the required standards, the same
are reviewed at periodical intervals. If any weaknesses are
identified in the process of review the same are addressed to
strengthen the internal controls which are also in turn reviewed at
frequent intervals.

The Company has a Risk Management Committee of the Board of
Directors and Risk Management Policy consistent with the
provisions of the Act and SEBI Listing Regulations. The Internal
Audit Department facilitates the execution of Risk Management
Practices in the Company, in the areas of risk identification,
assessment, monitoring, mitigation and reporting. The Company
has laid down procedures to inform the Audit Committee as well
as the Board of Directors about risk assessment and related
procedures & status.

The framework defines the process for identification of risks, its
assessment, mitigation measures, monitoring and reporting. While
the Company, through its employees and Executive Management,
continuously assess the identified Risks, the Audit Committee
reviews the identified Risks and its mitigation measures annually.

The Risk Management Policy which is available on the website of
the Company at https://www.anupengg.com/policies/.

17 INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The system is supported by documented policies, guidelines and
procedures to monitor business and operational performance
which are aimed at ensuring business integrity and promoting
operational efficiency.

The Internal Audit Department reviews the adequacy of internal
control system in the Company, its compliance with operating
systems and laid down policies and procedures. Based on the
report of internal audit function, process owners undertake
corrective actions in their respective areas and thereby
strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee
of the Board of Directors from time to time.

18 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy
to deal with instances of fraud and mismanagement, if any. The
details of the Whistle Blower Policy are explained in the Corporate
Governance Report and is available on the website of the
Company at https://www.anupengg.com/policies/.

19 SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES/
WHOLLY OWNED SUBSIDIARIES

During the year under review, the Company has acquired Mabel
Engineers Private Limited w.e.f 19^th June, 2024. As on 31^st March
2025, the Company has one wholly owned subsidiary Company

and do not have any, associates and joint venture Company.

During the year under review, companies/entities which have
become and ceased to be subsidiary, joint venture or associate of
the Company are given in the note no. 35 to the Financial
Statement.

Pursuant to the provisions of Section 129(3) of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014, a
statement containing salient features of financial statements of
subsidiaries, associates and joint venture companies in Form AOC-
1 is attached to the Financial Statements. The separate audited
financial statements in respect of the subsidiary shall be kept open
for inspection at the Registered Office of the Company.
The Company will also make available these documents upon
request by any Member of the Company interested in obtaining
the same. The separate audited financial statements of the
subsidiary is also available on the website of the Company at
https://www.anupengg.com/financial-reports/.

The Company has framed a policy for determining material
subsidiaries, which has been available on the website of the
Company at https://www.anupengg.com/policies/.

20 DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors:

The Board of Directors consists of 8 members, out of which 4 are
Independent Directors including one women Independent
Director, 1 is Executive Director and 3 are Non-Executive and NonÂ¬
Independent Directors. The composition is in compliance with the
Companies Act, 2013 and Listing Regulation.

Directors retiring by rotation:

As per the provisions of Section 152(6) of the Companies Act, 2013
and the companyâs Articles of Association, Mr. Sanjay Lalbhai
(holding DIN: 00008329) shall retire by rotation at the ensuing
Annual General Meeting and being eligible, has offered himself for
re-appointment as the Director of the Company.

Appointment of Independent Directors for a first term:

The Nomination and Remuneration Committee (âNRCâ) inter-alia,
taking into account the knowledge, experience appointed Mr.
Dhinal Shah (DIN: 00022042) and Mr. Gokul Jaykrishna (DIN:
00671652) as Independent directors of the Company and
recommended to the Board that association of Mr. Dhinal Shah
and Mr. Gokul Jaykrishna as an Independent Directors would be
beneficial to the Company. Based on NRC recommendation and
consent letter received from them, the Board recommends their
appointment as an Independent Director for a first term of 5
consecutive years commencing from 6^th July, 2024 to 5^th July 2029
(both days inclusive). The Company had also received a
declaration from the independent directors confirming that they
fulfils the criteria of independence as prescribed under the
provisions of the Companies Act, 2013 read with the schedules
and rules issued thereunder as well as Regulation 16 of Listing
Regulations. Further, they are independent to the management of
the Company. The Board of Directors recommend their
appointment as an Independent Director which was also approved

by the members of the Company at the Annual General Meeting
held on 3^rd August, 2024.

Cessation of Independent Director:

Mr. Arpit Patel (DIN: 00059914) ceased to be an Independent
Director of the Company with effect from 21^st May, 2024 due to
sad demise.

Key Managerial Personnel:

During the year under review Mr. Reginaldo Dsouza has been
designated as Managing Director of the Company w.e.f 6^th July,
2024 at the Annual General Meeting held on 3^rd August, 2024. Mr.
Chintankuma r Patel resigned as Company Secretary and
Compliance Officer of the company w.e.f 26^th October, 2024 and
Mr. Lay Desai appointed as Company Secretary and Compliance
Officer of the company w.e.f. 27^th October, 2024 as per the
provisions of Section 203 of the Companies Act, 2013. As per the
provisions of Section 203 of the Companies Act, 2013, Mr.
Reginaldo Dsouza, Managing Director & Chief Executive Officer,
Mr. Nilesh Hirapara, Chief Financial Officer and Mr. Lay Desai,
Company Secretary are the key managerial personnel of the
Company.

21 DETAILS OF THE DESIGNATED OFFICER:

Mr. Chintankumar Patel, Company Secretary & Compliance officer
of the company is a Designated officer upto 26^th October, 2024
and Mr. Lay Desai Company Secretary & Compliance officer of the
company is a Designated officer w.e.f 27^th October, 2024 under
Rule (9) (5) of the Companies (Management and Administration)
Rules, 2014.

22 ANNUAL EVALUATION MADE BY THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and
Regulation 17(10) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board has carried out an annual evaluation of its own
performance as well as that of its Committees and individual
directors. The manner in which the evaluation has been carried
out has been explained in the Corporate Governance Report.

23 REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and
Remuneration Committee, framed a policy for selection and
appointment of Directors, Key Managerial Personnel and
Senior Management and their remuneration. The
Remuneration Policy is available on the website of the Company at
https://www.anupengg.com/policies/.

24 FAMILIARIZATION PROGRAM FOR THE INDEPENDENT
DIRECTORS

of the Company and Engineering Industry as a whole. The details
of such familiarization programs for Independent Directors
are explained in the Corporate Governance Report and is
available on the website of the Company at

https://www.anupengg.com/disclosures/.

25 DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria
of independence as prescribed under Section 149(6) of the
Companies Act, 2013 and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015 and they have complied with the Code for Independent
Directors as prescribed in Schedule IV to the Companies Act, 2013.

26 BOARD AND COMMITTEE MEETINGS

A total 5 Meetings of the Board of Directors, 4 meetings of Audit
Committee, 4 meeting of Stakeholder''s Relationship Committee, 3
meeting of Nomination and Remuneration committee, 2 meetings
of Risk Management Committee, 1 meeting of Corporate Social
Responsibility Committee and 1 meeting of Independent director
committee and 15 meeting of Management Committee were held
during the financial year ended 31^st March 2025. Further the details
of the Board and the Committee meetings are provided in the
Corporate Governance Report forming part of this Report.

27 DIRECTORSâ 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:

a. In preparation of the annual accounts for the financial year
ended 31^st March 2025, the applicable accounting standards
have been followed along with proper explanation relating to
material departures, if any;

b. They 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 at the end of the
financial year and of the profit and loss of the Company for
that period;

c. They have 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. They have prepared the annual accounts on a going concern
basis;

e. They have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively;

f They have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

28 RELATED PARTY TRANSACTIONS

All the related party transactions are entered on armâs length
basis, in the ordinary course of business and are in compliance
with the applicable provisions of the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. There are no
materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel,
etc. which may have potential conflict with the interest of the
Company at large or which warrants the approval of the
shareholders. Accordingly, no transactions are being reported in
Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of
the Companies (Accounts) Rules, 2014. However, the details of
transactions with Related Parties are provided in the Companyâs
financial statements in accordance with the Accounting
Standards.

All Related Party Transactions are presented to the Audit
Committee and the Board. Omnibus approval is obtained for the
transactions which are foreseen and repetitive in nature. A
statement of all related party transactions is presented before the
Audit Committee on a quarterly basis, specifying the nature, value
and terms and conditions of the transactions.

The policy on Related Party Transactions as approved by the
Board is available on website of the company at
https://www.anupengg.com/policies/.

29 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders impacting going concern basis
were passed by the regulators or courts or tribunals which impact
the going concern status and Companyâs operations in future.

30 AUDITORS AND AUDITORSâ REPORT
Statutory Auditors:

Pursuant to Section 139 of the Companies Act, 2013 and the Rules
made thereunder, M/s. Sorab S. Engineer & Co., Chartered
Accountants, Ahmedabad (ICAI Registration No.110417W), were
appointed as the Statutory Auditor of the Company for second
term of five year from the conclusion of the 6^th Annual General
Meeting till the conclusion of the ensuing 11^th Annual General
Meeting.

The Statutory Auditor has issued Audit Reports with unmodified
opinion on the Financial Statements of the Company for the year
ended 31^st March, 2025. The Notes on the Financials Statement
referred to in the Audit Report are self-explanatory and therefore,
do not call for any further explanation or comments from the
Board under Section 134(3) (f) of the Companies Act, 2013.

Cost Auditors:

The Company has made and maintained cost accounts and
records as specified by the Central Government under Section
148(1) of the Companies Act, 2013. For the financial year 2024-25,
M/s. Maulin Shah & Associates, Cost Accountants, Ahmedabad
(Firm Registration No. 101527) have conducted the audit of the
cost records of the Company.

The remuneration payable to the Cost Auditor is subject to
ratification by the Members at the Annual General Meeting.
Accordingly, the necessary Resolution for ratification of the
remuneration payable to M/s. Maulin Shah & Associates, Cost
Accountants, to conduct the audit of cost records of the
Company for the financial year 2025-26 has been included in the
Notice of the forthcoming 8^th Annual General Meeting of the
Company. The Directors recommend the same for approval by the
Members.

Internal Auditor

The Board of Directors of the Company on its meeting held on
30^th October 2023 has appointed M/s. Mahajan & Aibara
Associates, Chartered Accountant (Firm Reg. No. 105743W), as the
Internal Auditors of the Company for the period of 3 years from
Financial Year 2023-24 to 2025-26 and the Internal Auditors have
presented the Internal Audit Report before the Audit Committee
at their meeting held on quarterly basis.

Secretarial Auditors:

Pursuant to the amended provisions of Regulation 24A of the SEBI
(LODR) Regulations and Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Audit
Committee and the Board of Directors at their respective
meetings held on 13^th May, 2025 have approved and recommended
for approval of Members, appointment of M/s. ALAP & Co. LLP,
Company Secretaries, as Secretarial Auditor to conduct the
Secretarial Audit of the Company for a term of upto 5(Five)
consecutive years, to hold office from financial year 2025-26 till
financial year 2029-30.

Accordingly, a Resolution seeking Membersâ approval is included
at item No. 4 of the notice convening the Annual General Meeting.
A detailed proposal for appointment of Secretarial auditor forms
part of the Notice convening this AGM.

The Secretarial Audit Report for the financial year ended 31^s''
March, 2025, pursuant to Section 204 of the Companies Act, 2013
and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 is annexed herewith as âAnnexure -Câ. The Secretarial
Audit Report does not contain any qualifications, reservation or
adverse remarks.

1 CORPORATE GOVERNANCE REPORT AND MANAGEMENT
DISCUSSION & ANALYSIS

The Corporate Governance Report and Management Discussion &
Analysis, which form part of this Report, together with the
Certificate from the auditors of the Company regarding
compliance of conditions of Corporate Governance as stipulated
in Schedule V of Regulation 34(3) of the SEBI Listing Regulations.

32 BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Business Responsibility and Sustainability Report as required
by Regulation 34(2)(f) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, for the year under review is annexed which
forms part of this Annual Report.

33 SECRETARIAL STANDARDS

Section 118 of the Act mandates compliance with the Secretarial
Standards on board meetings and general meetings issued by The
Institute of Company Secretaries of India. During the year under
review, the Company has complied with all the applicable
Secretarial Standards.

34 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology
absorption and 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-D.

35 EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the
Companies Act 2013, the Annual Return as on 31st March 2025 is
available on the website of the Company at
https://www.anupengg.com/financial-reports/.

36 PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of The
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of the employees of the
Company, will be provided upon request. In terms of Section
136(1) of the Companies Act, 2013, the Report and Accounts are
being sent to the Members and others entitled thereto, excluding
the information on employeesâ particulars which is available for
inspection by the Members at the Registered Office of the
Company during business hours on working days of the Company
up to the date of the ensuing Annual General Meeting. If any
Member is interested in obtaining a copy thereof, such Member
may write to the Company Secretary in this regard. Disclosures
pertaining to remuneration and other details as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are given in Annexure-E to the Directorâs Report.

37 DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at
workplace and has adopted a policy against sexual harassment in
line with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the rules framed thereunder.

The Anup Engineering Internal Complaints Committee (TAEICC) is
formed by the Company which is working under purview of group
level Committee i.e. Arvind Internal Complaints Committee
(âAICCâ), the details of which are declared across the
organization. All TAEICC members are trained by subject experts
on handling the investigations and proceedings as defined in the
policy.

During the financial year 2024-25, No complaints of sexual
harassment were received.

38 ENHANCING SHAREHOLDERSâ VALUE

Your Company believes that its members are its most important
stakeholders. Accordingly, your Companyâs operations are
committed to the pursuit of achieving high levels of operating
performance and cost competitiveness, consolidating and
building for growth, enhancing the productive asset and resource
base and nurturing overall corporate reputation. Your Company is
also committed to creating value for its other stakeholders by
ensuring that its corporate actions positively impact the socioÂ¬
economic and environmental dimensions and contribute to
sustainable growth and development.

39 GENERAL

The Board of Directors state that no disclosure or reporting is
required in respect of the following matters as there were no
transactions or applicability pertaining to these matters during the
year under review:

i) Fraud reported by the Auditors to the Audit Committee or
the Board of Directors of the Company.

ii) Payment of remuneration or commission from any of its
subsidiary companies to the Managing Director/ Whole Time
Director of the Company.

iii) Voting rights which are not directly exercised by the
employees in respect of shares for the subscription/
purchase of which loan was given by the Company (as there
is no scheme pursuant to which such persons can
beneficially hold shares as envisaged under section 67(3)(c)
of the Companies Act, 2013).

iv) Details of any application filed for corporate insolvency
under Corporate Insolvency Resolution Process under the
Insolvency and Bankruptcy Code, 2016.

v) One time settlement of loan obtained from the banks or
financial institutions.

40 ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the
assistance and co-operation received from the Companyâs
customers, vendors, bankers, auditors, investors, Government
authorities and stock exchanges during the year under review.
Your Directors place on record their appreciation of the
contributions made by employees at all levels. Your Companyâs
consistent growth was made possible by their hard work,
solidarity, co-operation and support.

For and on behalf of the Board of Directors

Place: Ahmedabad

Date: 13^th May 2025

Sanjay Lalbhai

Chairman
DIN: 00008329

Mar 31, 2024

Your Directors are pleased to present the 7th (Seventh) Annual Report together with the Audited Financial Statements of the company for the financial year ended on 31st March 2024.

1 FINANCIAL PERFORMANCE

The Audited Financial Statements of the Company as on 31st March 2024 are prepared in accordance with the relevant applicable IND AS and provisions of the Companies Act, 2013.

The summarized financial highlight is depicted below:

Particulars	FY 2023-24	FY 2022-23
Revenue from operations	55,038.45	41,133.81
Other Income	906.37	124.21
Total Income	55,944.82	41,258.02
Profit before Finance Cost, Depreciation & Amortization and Tax Expenses	13,581.43	8,394.70
Finance Cost	217.44	140.83
Depreciation & Amortization	1,746.40	1,25405
Profit Before Tax	11,617.59	6,999.82
(i) Current Tax	2,650.00	1,815.00
(ii) Deferred Tax Charge/(Credit)	71.24	41.82
(iii) Excess provision of tax for to earlier years written back	(1,451.15)	-
Profit After Tax	10,347.50	5,143.00
Other Comprehensive Income/(loss)	(107.34)	8.62
Total Comprehensive Income /(Loss) for the year Net of Tax	10,240.16	5,151.62

Pursuant to the Scheme of Amalgamation ("the Scheme") sanctioned by National Company Law Tribunal vide its order dated 23rd November 2023, Anup Heavy Engineering Limited (Wholly owned subsidiary company) has been merged with the Company with effect from 1st April 2022 and pursuant thereto the entire business assets and liabilities, income and expense have been included retrospectively in the financial results of the Company in accordance with lnd AS as the amalgamated company is an entity under common control. Accordingly, reported figures for the previous financial year 2022-23 are restated.

2 PERFORMANCE REVIEW AND THE STATE OF COMPANYâS AFFAIRS

The total income of the Company was '' 55,944.82 Lakhs during the year as against '' 41,258.02 Lakhs in the previous year. The Company has reported net profit of'' 10,347.50 Lakhs during the year under review as against profit of '' 5,143.00 Lakhs in the previous year.

All time high opening order book of '' 854.20 Crores as on 31st March 2024.

3 DIVIDEND

The Board of Directors at their meeting held on 4th May 2024, have recommended final dividend of '' 15/- per equity share and one-time special dividend of '' 5/- per equity share, totaling to a dividend of'' 20/- per equity share of face value of'' 10/- each, for the financial year ended 31st March 2024 subject to the approval of

shareholders at the ensuing Annual General Meeting (AGM). The final dividend on equity shares, if approved by the members, would involve a cash outflow of approximately '' 39.80 Crores.

4 DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe Listing Regulationsâ), the Board of the Company has adopted a Dividend Distribution Policy, which is available on the website of the Company at https://www.anupengg.com/policies/.

5 TRANSFER TO RESERVES

As permitted under the provisions of the Companies Act, 2013, the Board does not propose to transfer any amount to general reserve.

6 MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and/or commitments which may affect the financial position of the Company between the end of the financial period and the date of this report.

7 CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company done during the year.

8 SHARE CAPITAL

Authorised share capital

During the financial year under the review, The Authorised Capital was increased from '' 65,25,00,000/- to '' 65,35,00,000/- by virtue of transfer of '' 10,00,000/- authorised capital from Transferor company i.e. Anup Heavy Engineering Limited pursuant to Scheme of Amalgamation approved by Honâble National Company Law Tribunal (âNCLTâ), Bench at Ahmedabad vide Order dated 23rd November 2023. The Authorised share capital of the company as on 31st March 2024 stood at '' 65,35,00,000/- divided into 6,53,50,000 equity shares of '' 10/- each.

Issued and paid up shares Capital

Particulars	No. of Equity Shares	Face Value O	Paid-up Share Capital O
Paid up Capital of the Company as on 1st April 2023	98,96,150	10/-	9,89,61,500
Equity Shares allotted under ESOP during the year under review	54,333	10/-	5,43,330
Paid up Capital of the Company as on 31st March 2024	99,50,483	10/-	9,95,04,830

During the year under review, the Company has neither issued shares with differential voting rights nor sweat equity shares.

9 EMPLOYEE STOCK OPTION SCHEMES (ESOS)

The Company has issued 87,500 options under TAEL ESOS - 2018, 58,371 options under TAEL ESOS (DEMERGER) - 2018 and 87500 options under Anup - ESOS 2019 up to 31st March 2024. All these options are convertible into equal number of Equity Shares of face value of '' 10/- each.

The disclosures with respect to TAEL ESOS - 2018, TAEL ESOS (Demerger) - 2018 and ANUP ESOS - 2019 as required by Section 62 of the Companies Act, 2013, Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2021 are set out in Annexure-A to the Boardâs Report.

10 DISCLOSURE UNDER SECTION 67(3)(C) OF THE COMPANIES ACT, 2013

No disclosure is required under section 67(3)(c) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

11 DEPOSITS

The Company has not accepted or renewed any deposits in terms

of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence furnishing the details of deposit in terms of Chapter V of the Companies Act, 2013 is not applicable to the Company. Further there are no outstanding deposits as at 31st March 2024.

12 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Particulars of loans given, investments made, guarantees given and securities provided as per Section 186 of the Companies Act, 2013 by the Company are disclosed in the financial statements of the company.

13 CORPORATE SOCIAL RESPONSIBILITY

The Anup Engineering Limited Policy on Corporate Social Responsibility (TAELCSR) emphasizes the underlying value system of the company and a firm belief that only in a healthy society healthy businesses flourish.

The policy facilitates and formalizes the CSR processes, sets up a guiding structure and defines broader thematic areas for projects and programs. The Company defines an annual budget and CSR initiatives and works with like-minded organizations.

Our CSR Policy is in sync with the broader areas of Schedule VII of the Companies Act, 2013 and will always be aligned to the amendments that get incorporated in the schedule.

During the year under review, the company has undertook three projects. Under Rural Development theme two projects has been undertaken. First one is promoting efficient irrigation systems in agriculture aimed to improve the water efficiency in farming in Botad district and another one is Bio Char project which aimed to increase the carbon content in soil in Sabarkatha and Botad district. Third project is under education theme promoting education among government school students.

Under efficient Irrigation systems projects total 70 farmers have stared efficient irrigation practices like drip irrigation, water conservation through check dams etc. This help them to reduce their cost and saves water.

Under Bio Char project, two bio char production demonstration centers has been established and 100 farmers were trained to use bio char in their fields.

In Hariyala and nearby 7 villages digital learning programe has been started with HPCLAP van. Total 853 students of government primary schools has been trained for basic digital skills.

The brief details of Corporate Social Responsibility Policy, initiatives undertaken and the amount spent during the financial year 2023-24 is enclosed as Annexure-B to the Boardâs Report.

14 HUMAN RESOURCES

At The Anup Engineering Limited, we firmly believe that our people are the cornerstone of our success. We prioritize talent acquisition, engagement, development, retention, and reward initiatives to drive organizational growth and prosperity.

An integral aspect of our HR strategy is our responsiveness to evolving trends shaping the future of work. By embracing agility and productivity enhancements, we continuously refine our HR systems and processes to elevate the employee experience.

Our concerted efforts are evident in our emphasis on effective recruitment practices and the cultivation of our employer brand. We actively promote internal mobility, align organizational structures with business imperatives, and institute robust rewards and recognition frameworks.

Central to our employee-centric approach is our commitment to facilitating growth opportunities. We prioritize internal mobility initiatives, enabling employees to explore diverse functional roles and ascend to higher positions within the company.

In the realm of learning and development, we are steadfast in our digitalization efforts. By offering a plethora of e-learning courses encompassing managerial and functional competencies, we equip our workforce with the requisite skills for success in an increasingly digital landscape.

At the heart of our HR philosophy lies a culture of open communication and support. Regular dialogues between managers and team members foster an environment where concerns can be voiced, improvements can be initiated, and individuals feel empowered to contribute their best.

Our performance management approach is multifaceted, combining accountability with continuous development opportunities. We champion a holistic view that nurtures talent, aligns with our compensation framework, and fuels career progression.

In our quest to groom future leaders, we provide a myriad of leadership development avenues. These initiatives aim to cultivate management skills, foster change management capabilities, and ensure alignment with our organizational strategy for sustained business success.

Through these concerted efforts, we endeavor to create a workplace where our employees thrive, excel, and contribute to the enduring success of The Anup Engineering Limited.

15 RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Companyâs internal control encompasses various managements systems, structures of organization, standard and code of conduct which all put together help in managing the risks associated with the Company. With a view to ensure the internal controls systems are meeting the required standards, the same are reviewed at periodical intervals. If any weaknesses are identified in the process of review the same are addressed to strengthen the internal controls which are also in turn reviewed at frequent intervals.

The Company has a Risk Management Committee of the Board of Directors and Risk Management Policy consistent with the provisions of the Act and the Listing Regulations. The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. The Company has laid down procedures to inform the Audit Committee as well

as the Board of Directors about risk assessment and related procedures & status.

The framework defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company, through its employees and Executive Management, continuously assess the identified Risks, the Audit Committee reviews the identified Risks and its mitigation measures from time to time.

The Risk Management Policy which is available on the website of the Company at https://www.anupengg.com/policies/.

16 INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has an Internal Audit department with adequate experience and expertise in internal controls, operating system and procedures. The system is supported by documented policies, guidelines and procedures to monitor business and operational performance which are aimed at ensuring business integrity and promoting operational efficiency.

The Internal Audit Department reviews the adequacy of internal control system in the Company, its compliance with operating systems and laid down policies and procedures. Based on the report of internal audit function, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board of Directors from time to time.

17 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and is available on the website of the Company at https://www.anupengg.com/policies/.

18 SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES/WHOLLY OWNED SUBSIDIARIES

During the year under review, The Honâble National Company Law Tribunal (âNCLTâ), Bench at Ahmedabad, vide its Order dated 23rd November 2023, has approved the Scheme of amalgamation and pursuant to the said scheme Anup Heavy Engineering Limited (wholly own subsidiary and Transferor Company) amalgamated with company. As on 31st March 2024, the Company do not have any subsidiary/wholly own subsidiary, associates and joint venture Company.

The Company has framed a policy for determining material subsidiaries, which has been available on the website of the Company at https://www.anupengg.com/policies/.

19 DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:

The Board of Directors consists of 6 members, out of which 3 are Independent Directors including one women Independent Director and 3 are Non-Executive and Non-Independent Directors. The composition is in compliance with the Companies Act, 2013 and Listing Regulation.

Directors retiring by rotation:

As per the provisions of Section 152(6) of the Companies Act, 2013 and the companyâs Articles of Association, Mr. Samvegbhai Lalbhai (holding DIN: 00009278) shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment as the Director of the Company.

Re-appointment of Independent Directors for a second term:

The Nomination and Remuneration Committee (âNRCâ) inter-alia, taking into account the knowledge, experience and the substantial contribution made by Mr. Arpit Patel (DIN: 00059914), Mr. Ganpatraj Chowdhary (DIN: 00344816) and Ms. Reena Bhagwati (DIN: 00096280) as Independent directors during their tenure had recommended to the Board that the continued association of Mr. Arpit Patel, Mr. Ganpatraj Chowdhary and Ms. Reena Bhagwati as an Independent Directors would be beneficial to the Company. Based on NRC recommendation and consent letter received from them, the Board recommends their re-appointment as an Independent Director for a second teram of 5 consecutive years commencing from 1st November 2023 to 31st October 2028 (both days inclusive). The Company had also received a declaration from the independent directors confirming that they fulfils the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the schedules and rules issued thereunder as well as Regulation 16 of Listing Regulations. Further, they are independent to the management of the Company. The Board of Directors recommend their re-appointment as an Independent Director.

Key Managerial Personnel:

During the year under review Mr. Bhavesh Shah resigned as Chief Financial Officer of the company as on 10th April 2023 and Mr. Nilesh Hirapara Appointed as Chief Financial Officer of the company as on 10th April 2023 as per the provisions of Section 203 of the Companies Act, 2013. As per the provisions of Section 203 of the Companies Act, 2013, Mr. Reginaldo Dsouza, Chief Executive Officer, Mr. Nilesh Hirapara, Chief Financial Officer and Mr. Chintankumar Patel, Company Secretary are the key managerial personnel of the Company.

20 DETAILS OF THE DESIGNATED OFFICER:

Mr. Chintankumar Patel, Company Secretary & Compliance officer of the company is a Designated officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014

21 ANNUAL EVALUATION MADE BY THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance as well as that of its Committees and individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

22 REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and

appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is available on the website of the Company at https://www.anupengg.com/policies/.

23 FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying it in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companyâs procedures and practices. The Company has through presentations, at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Engineering Industry as a whole. The details of such familiarization programs for Independent Directors are explained in the Corporate Governance Report and is available on the website of the Company at https://www.anupengg.com/disclosures/.

24 DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013.

25 BOARD AND COMMITTEE MEETINGS

A total 7 Meetings of the Board of Directors, 5 meetings of Audit Committee, 4 meeting of Stakeholder''s Relationship Committee, 3 meeting of Nomination and Remuneration committee, 3 meetings of Risk Management Committee, 2 meetings of Corporate Social Responsibility Committee and 1 meeting of Independent director committee and 11 meeting of Management Committee were held during the financial year ended 31st March 2024. Further the details of the Board and the Committee meetings are provided in the Corporate Governance Report forming part of this Report.

26 DIRECTORSâ 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:

a. In preparation of the annual accounts for the financial year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. They 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 at the end of the financial year and of the profit and loss of the Company for that period;

c. They have 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. They have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27 RELATED PARTY TRANSACTIONS

All the related party transactions are entered on armâs length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are provided in the Companyâs financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The policy on Related Party Transactions as approved by the Board is available on website of the company at https://www.anupengg.com/policies/.

28 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders impacting going concern basis were passed by the regulators or courts or tribunals which impact the going concern status and Companyâs operations in future.

29 AUDITORS AND AUDITORSâ REPORT Statutory Auditors:

Pursuant to Section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s. Sorab S. Engineer & Co., Chartered Accountants, Ahmedabad (ICAI Registration No.110417W), were appointed as the Statutory Auditor of the Company for second term of five year from the conclusion of the 6th Annual General Meeting till the conclusion of the ensuing 11th Annual General Meeting.

The Statutory Auditor has issued Audit Reports with unmodified opinion on the Financial Statements of the Company for the year ended 31st March 2024. The Notes on the Financials Statement referred to in the Audit Report are self-explanatory and therefore,

do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

Cost Auditors:

The Company has made and maintained cost accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. For the financial year 2023-24, M/s. Maulin Shah & Associates, Cost Accountants, Ahmedabad (Firm Registration No. 101527) have conducted the audit of the cost records of the Company.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications / Circulars issued by the Ministry of Corporate Affairs from time to time, the Board appointed M/s. Maulin Shah & Associates, Cost Accountants, to conduct the audit of the cost records of the Company for the financial year 2024-25. The remuneration payable to the Cost Auditor is subject to ratification by the Members at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to M/s. Maulin Shah & Associates, Cost Accountants, to conduct the audit of cost records of the Company for the financial year 2024-25 has been included in the Notice of the forthcoming 7th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.

Internal Auditor

The Board of Directors of the Company on its meeting held on 30th October 2023 has appointed M/s. Mahajan & Aibara Associates, Chartered Accountant (Firm Reg. No. 105743W), as the Internal Auditors of the Company for the period of 3 years from Financial Year 2023-24 to 2025-26 and the Internal Auditors have presented the Internal Audit Report before the Audit Committee at their meeting held on quarterly basis.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Ankita Patel, Company Secretary in practice, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure-C to the Boardâs Report. There were no qualifications, observations, reservations, comments or other remarks in the Secretarial Audit Report, which have any adverse effect on the functioning of the Company.

30 CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

The Corporate Governance Report and Management Discussion & Analysis, which form part of this Report, are set out separately together with the Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V of the Listing Regulations.

31 BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as required by Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the year under review is annexed to the Boardsâ Report and forms an integral part of this report.

32 SECRETARIAL STANDARDS

Section 118 of the Act mandates compliance with the Secretarial Standards on board meetings and general meetings issued by The Institute of Company Secretaries of India. During the year under review, the Company has complied with all the applicable Secretarial Standards.

33 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section i34(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-D to the Boardâs Report.

34 EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual Return as on 31st March 2024 is available on the website of the Company at https://www.anupengg.com/financial-reports/.

35 PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company, will be provided upon request. In terms of Section 136(1) of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employeesâ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-E to the Boardâs Report.

36 DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

Arvind Internal Complaints Committee (AICC) is formed and its details are declared across the organization. All AICC members are

trained by subject experts on handling the investigations and proceedings as defined in the policy

During the financial year 2023-24, No complaints of sexual harassment were received by the AICC.

37 ENHANCING SHAREHOLDERSâ VALUE

Your Company believes that its members are its most important stakeholders. Accordingly, your Companyâs operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socioeconomic and environmental dimensions and contribute to sustainable growth and development.

38 GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

i) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

ii) Payment of remuneration or commission from any of its subsidiary companies to the Managing Director/ Whole Time Director of the Company.

iii) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

iv) Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.

v) One time settlement of loan obtained from the banks or financial institutions.

39 ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Companyâs customers, vendors, bankers, auditors, investors, Government authorities and stock exchanges during the year under review. Your Directors place on record their appreciation of the contributions made by employees at all levels. Your Companyâs consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board of Directors

Place: Ahmedabad Date: 4th May 2024

Sanjay S. Lalbhai

Chairman DIN: 00008329

Mar 31, 2023

The Directors are pleased to present the 6th (Sixth) Annual Report together with the Audited Financial Statements of the company for the financial year ended on 31st March 2023.

1 FINANCIAL PERFORMANCE

The Audited Standalone and Consolidated Financial Statements of the Company as on 31st March 2023 are prepared in accordance with the relevant applicable IND AS and provisions of the Companies Act, 2013.

The summarized financial highlight is depicted below:

(Rs. in Lakhs)
Particulars	Standalone		â¢^Consolidated
Particulars	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from operations	41,133-81	28,824.16	41,133-81	28,824.16
Other Income	43959	454.02	124-21	376.77
Total Income	41,573-40	29,278.18	41,258-02	29,200.93
Profit before Finance Cost, Depreciation & Amortization and Tax Expenses	8,713.23	7,454.39	8,394-70	7,374.59
Finance Cost	139-33	103.13	140-83	103.13
Depreciation & Amortization	1,254-05	1,159.22	1,254-05	1,159.22
Profit Before Tax	7,319-85	6,192.02	6,999-82	6,112.22
(i) Provision for Taxation (Current)	1,815-00	1,545.00	1,815-00	1,545.00
(ii) Deferred Tax Charge/(Credit)	41-82	(80.85)	41-82	(80.85)
(iii) Excess provision of tax for to earlier years written back	-	(1,557.37)	-	(1,557.37)
Profit After Tax	5,463-03	6,285.24	5,143-00	6,205.44
Other Comprehensive income	8-62	⁽43^{1 2}	8-62	(4.32)
Total Comprehensive Income /(Loss) for the year Net of Tax	5,471-65	6,280.92	5,151-62	6,201.12
* There is negligible impact on consolidated financials as its Subsidiary has not yet started its operation during the year under review.

share of '' 10/- each for the financial year ended on 31st March 2023. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting. The final dividend on equity shares, if approved by the members, would involve a cash outflow of approximately '' 15.00 Crores.

4 DIVIDEND DISTRIBUTION POLICY

5 TRANSFER TO RESERVES

As permitted under the provisions of the Companies Act, 2013, the Board does not propose to transfer any amount to general reserve.

6 MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and/or commitments which may affect the financial position of the Company between the end of the financial period and the date of this report.

7 SHARE CAPITAL

During the financial year under the review, there has been no change in the Authorised Capital of the Company. The Authorised share capital of the company as on 31st March 2023 stood at '' 65,25,00,000/- divided into 6,52,50,000 equity shares of '' 10/-each.

Change in Share Capital

Particulars	No. of Equity Shares	Face Value O	Paid-up Share Capital O
Paid up Capital of the Company as on 01 April 2022	98,81,150	10/-	9,88,11,500
Equity Shares allotted under ESOP during the year under review	15,000	10/-	1,50,000
Paid up Capital of the Company as on 31 March 2023	98,96,150	10/-	9,89,61,500

During the year under review, the Company has neither issued shares with differential voting rights nor sweat equity shares.

8 EMPLOYEE STOCK OPTION SCHEMES (ESOS)

The Company has issued 87,500 options under TAEL ESOS - 2018, 58,371 options under TAEL ESOS (DEMERGER) - 2018 and 57500 options under Anup - ESOS 2019 up to 31st March 2023. All these options are convertible into equal number of Equity Shares of face value of '' 10/- each.

The disclosures with respect to TAEL ESOS - 2018, TAEL ESOS (Demerger) - 2018 and ANUP ESOS - 2019 as required by Section 62 of the Companies Act, 2013, Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2021 are set out in Annexure-A to the Boardâs Report.

9 DISCLOSURE UNDER SECTION 67(3)(C) OF THE COMPANIES ACT, 2013

No disclosure is required under section 67(3)(c) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

10 DEPOSITS

The Company has not accepted or renewed any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence furnishing the details of deposit in terms of Chapter V of the Companies Act, 2013 is not applicable to the Company. Further there are no outstanding deposits as at 31st March 2023.

11 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Particulars of loans given, investments made, guarantees given and securities provided as per Section 186 of the Companies Act, 2013 by the Company are disclosed in the financial statements of the company.

12 CORPORATE SOCIAL RESPONSIBILITY

The Anup Engineering Limited Policy on Corporate Social Responsibility (TAELCSR) emphasizes the underlying value system of the company and a firm belief that only in a healthy society healthy businesses flourish.

The policy facilitates and formalizes the CSR processes, sets up a guiding structure and defines broader thematic areas for projects and programs. The Company defines an annual budget and CSR initiatives and works with like-minded organizations.

Our CSR Policy is in sync with the broader areas of Schedule VII of the Companies Act, 2013 and will always be aligned to the amendments that get incorporated in the schedule.

During the year under review, the company undertook two projects. These included an ongoing project of âFarmersâ Skill Trainingâ under the broad theme Rural Development and have completed the need assessment study for starting the Rural Development Project around our proposed area of operation at Kheda.

The brief details of Corporate Social Responsibility Policy, initiatives undertaken and the amount spent during the financial year 2022-23 is enclosed as Annexure-B to the Boardâs Report.

13 HUMAN RESOURCES

A company grows when its people grow. At Anup we believe that talent truly shapes organizational success and destiny. There is highest commitment to investing in hiring the right talent, sustainably engaging and developing them, retaining and rewarding them to deliver organizational results and growth.

An important focus area for the organization has been to respond to trends shaping the future of work that make the company agile, productive and help improve HR systems, processes and enhance employee experience.

The company has invested efforts in bringing effectiveness in hiring and creating an employer brand, creating internal mobility, reorganizing structures in line with business plans and performance and establishing the right rewards and recognition. To ensure that our employees continue to challenge themselves and grow, the company has brought a significant focus to internal mobility and to rotating employees across different functional roles in order to grow into higher roles.

On learning our focus shall continue to be towards digitalization of learning and introduction of various e-learning courses on managerial & functional competencies. Adoption of digital tools, incorporation of hybrid work culture, in our new way of working has ensured that our employees are equipped to work with these through the right skills.

While doing so, we have been cognizant of understanding what motivates and engages our people and how they perceive their

work environment. Therefore, we encourage open and regular dialogue between managers and their team members and offer hand holding support which ensures our people feel comfortable to speak up, raise concerns and are empowered to initiate improvements.

Our approach to performance management is a holistic one wherein, while holding people accountable, we look at continuous development and create opportunities for them to excel in new and or larger roles. This approach is directly linked to our compensation framework and promotion process. We also offer a wide range of benefits to our employees.

To ensure we develop future leaders, we provide a number of opportunities to foster management and leadership skills. The purpose is to equip our people with the necessary capabilities to lead the organization through change, develop their teams, manage performance and ensure business success in line with the organizational strategy.

14 RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Companyâ internal control encompasses various managements systems, structures of organization, standard and code of conduct which all put together help in managing the risks associated with the Company. With a view to ensure the internal controls systems are meeting the required standards, the same are reviewed at periodical intervals. If any weaknesses are identified in the process of review the same are addressed to strengthen the internal controls which are also in turn reviewed at frequent intervals.

The framework defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company, through its employees and Executive Management, continuously assess the identified Risks, the Audit Committee reviews the identified Risks and its mitigation measures annually. The Risk Management Policy which is available on the website of the Company at https://www.anupengg.com/policies/.

15 INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has an Internal Audit department with adequate experience and expertise in internal controls, operating system and procedures. The system is supported by documented policies, guidelines and

procedures to monitor business and operational performance which are aimed at ensuring business integrity and promoting operational efficiency.

The Internal Audit Department reviews the adequacy of internal control system in the Company, its compliance with operating systems and laid down policies and procedures. Based on the report of internal audit function, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board of Directors from time to time.

16 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and is available on the website of the Company at https://www.anupengg.com/policies/.

17 SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES/WHOLLY OWNED SUBSIDIARIES

As on 31st March 2023, the Company has a one wholly own subsidiary company namely âAnup Heavy Engineering Limitedâ. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is enclosed as Annexure-C to the Boardâs Report. The separate audited financial statements in respect of the subsidiary shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of the subsidiary are also available on the website of the Company at https://www.anupengg.com/financial-reports/.

The Company has framed a policy for determining material subsidiaries, which has been available on the website of the Company at https://www.anupengg.com/policies/.

Amalgamation of Anup Heavy Engineering Limited (âAHEL'')

The Scheme of Amalgamation between The Anup Engineering India Limited (âTAEL'') and Anup Heavy Engineering Limited (âAHEL'') and their respective shareholders and creditors (âScheme'') under Sections 230 to 232 of the Companies Act, 2013 was approved by the Board of Directors of TAEL and AHEL respectively and necessary application/petitions for amalgamation were filed with Honorable National Company Law Tribunals (âTribunal''), Bench at Ahmedabad.

The Company had filed a First Motion Petition with the Honorable National Company Law Tribunal, Ahmedabad (âTribunal'') along with relevant annexures through the online mode on 27th March 2023. The hearing of the petition was held on 21st April 2023 and the Tribunal on its order dated 17th May 2023 had dispensed all the meetings of AHEL (Transferor Company) and TAEL (âTransferee Company'').

The Company expects the completion of Amalgamation in FY 2023-24.

18 DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:

The Board of Directors consists of 6 members, out of which 3 are Independent Directors including one women Independent Director and 3 are Non-Executive and Non-Independent Directors The composition is in compliance with the Companies Act, 201; and Listing Regulation.

As per the provisions of Section 152(6) of the Companies Act, 201; and the companyâs Articles of Association, Mr. Punit S. Lalbha (holding DIN 05125502) shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself foi re-appointment as the Director of the Company.

Key Managerial Personnel:

During the year under review Mr. Rishi Roop Kapoor resigned a; Chief Executive Officer of the company as on 8th October 202; and after close of the financial year Mr. Bhavesh Shah resigned a: Chief Financial Officer of the company as on 10th April 2023. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee (NRC), appointed Mr Reginaldo Dsouza as Chief Executive officer of the Company as or 8th October 2022 and Mr. Nilesh Hirapara as Chief Financia Officer of the company as on 10th April 2023 as per the provisions of Section 203 of the Companies Act, 2013, Hence as on date this report Mr. Reginaldo Dsouza, Chief Executive Officer, Mr. Nilesh Hirapara, Chief Financial Officer and Mr. Chintankumar Patel Company Secretary are the key managerial personnel of the Company.

19 ANNUAL EVALUATION MADE BY THE BOARD

Pursuant to the provisions of the Companies Act, 2013 anc Regulation 17(10) of the Securities and Exchange Board of Indie (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual evaluation of its own performance as well as that of its Committees and individua directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

20 REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is available on the website of the Company ai https://www.anupengg.com/policies/.

21 FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles rights and responsibilities in the Company by specifying it in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companyâs procedures and practices. The Company has through presentations, at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Engineering Industry as a whole. The details of such familiarization programs for Independent Directors are explained in the Corporate Governance Report and is available on the website of the Company at https://www.anupengg.com/disclosures/.

22 DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013.

23 BOARD AND COMMITTEE MEETINGS

A total 6 Meetings of the Board of Directors, 5 meetings of Audit Committee, 1 meeting of Nomination and Remuneration committee, 1 meeting of Stakeholder''s Relationship Committee, 2 meetings of Corporate Social Responsibility Committee, 3 meetings of Risk Management Committee and 1 meeting of Independent director committee and 6 meeting of Management Committee were held during the financial year ended 31st March 2023. Further the details of the Board and the Committee meetings are provided in the Corporate Governance Report forming part of this Report.

24 DIRECTORSâ 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:

a. in preparation of the annual accounts for the financial year ended 31st March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. they 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 at the end of the financial year and of the profit and loss of the Company for that period;

c. they have 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. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25 RELATED PARTY TRANSACTIONS

All the related party transactions are entered on armâs length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are provided in the Companyâs financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The policy on Related Party Transactions as approved by the Board is available on website of the company at https://www.anupengg.com/policies/.

26 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders impacting going concern basis were passed by the regulators or courts or tribunals which impact the going concern status and Companyâs operations in future.

27 AUDITORS AND AUDITORSâ REPORT Statutory Auditors:

In line with Section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s. Sorab S. Engineer & Co., Chartered Accountants, Ahmedabad (ICAI Registration No.110417W), were appointed as the Statutory Auditor of the Company from the conclusion of the 1st Annual General Meeting till the conclusion of the ensuing 6th Annual General Meeting.

M/s. Sorab S. Engineer & Co., Chartered Accountants, Ahmedabad will complete their first term of 5 consecutive years as the Statutory Auditor of the Company at the ensuing 6th Annual General Meeting. As recommended by the Audit Committee and the Board of Directors of the Company and in terms of Section 139 of the Companies Act, 2013, it is proposed to re-appoint M/s. Sorab S. Engineer & Co., Chartered Accountants, Ahmedabad as the Statutory Auditor of the Company, for second term of 5 years from the conclusion of the 6th Annual General Meeting till the conclusion of the 11th Annual General Meeting.

The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2023. The Notes on the Financials Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

Cost Auditors:

The Company has made and maintained cost accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. For the financial year 2022-23, M/s. Maulin Shah & Associates, Cost Accountants, Ahmedabad (Firm Registration No. 101527) have conducted the audit of the cost records of the Company.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications / Circulars issued by the Ministry of Corporate Affairs from time to time, the Board appointed M/s. Maulin Shah & Associates, Cost Accountants, to conduct the audit of the cost records of the Company for the financial year 2023-24. The remuneration payable to the Cost Auditor is subject to ratification by the Members at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to M/s. Maulin Shah & Associates, Cost Accountants, to conduct the audit of cost records of the Company for the financial year 2023-24 has been included in the Notice of the forthcoming 6th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Ankita Patel, Company Secretary in practice, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report is annexed herewith as Annexure-D to the Boardâs Report. There were no qualifications, observations, reservations, comments or other remarks in the Secretarial Audit Report, which have any adverse effect on the functioning of the Company.

28 CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

29 BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as required by Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the year under review is annexed to the Boardsâ Report and forms an integral part of this report.

30 SECRETARIAL STANDARDS

During the year under review, the Company has complied with the provisions of Secretarial Standard -1 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India.

31 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and 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-E to the Boardâs Report.

32 EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual Return as on 31st March 2023 is available on the website of the Company at https://www.anupengg.com/financial-reports/.

33 PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company, will be provided upon request. In terms of Section 136(1) of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employeesâ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-F to the Boardâs Report.

34 DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

Arvind Internal Complaints Committee (AICC) is formed and its details are declared across the organization. All AICC members are trained by subject experts on handling the investigations and proceedings as defined in the policy

During the financial year 2022-23, No complaints of sexual harassment were received by the AICC.

35 ENHANCING SHAREHOLDERSâ VALUE

building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socioeconomic and environmental dimensions and contribute to sustainable growth and development.

36 GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

i) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

ii) Payment of remuneration or commission from any of its subsidiary companies to the Managing Director/ Whole Time Director of the Company.

iii) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

iv) Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.

v) One time settlement of loan obtained from the banks or financial institutions.

37 ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Companyâs customers, vendors, bankers, auditors, investors, Government authorities and stock exchanges during the year under review. Your Directors place on record their appreciation of the contributions made by employees at all levels. Your Companyâs consistent growth was made possible by their hard work, solidarity, co-operation and support.

PERFORMANCE REVIEW AND THE STATE OF COMPANYâS AFFAIRS

On Standalone Basis

The total income of the Company was '' 41,573.40 Lakhs during the year as against '' 29,278.18 Lakhs in the previous year. The Company has reported net profit of '' 5,463.03 Lakhs during the year under review as against profit of '' 6,285.24 Lakhs in the previous year.

On Consolidated Basis

The consolidated total income of the Company was '' 41,258.02 Lakhs during the year as against '' 29,200.93 Lakhs in the previous year. The Company has reported consolidated net profit of '' 5,143.00 Lakhs during the year under review as against profit of '' 6,205.44 Lakhs in the previous year.

Order Book

All time high opening order book of '' 530.00 Crores as on 31st March 2023.

DIVIDEND

The Board of Directors at their meeting held on 17th May 2023, have recommended a final dividend of '' 15/- (150 %) per equity

Mar 31, 2022

Your Directors are pleased to present the Fifth Annual Report together with the Audited Financial Statements of the company for the financial year ended on 31st March 2022.

1 FINANCIAL PERFORMANCE

The Audited Standalone and Consolidated Financial Statements of the Company as on 31st March 2022 are prepared in accordance with the relevant applicable IND AS and provisions of the Companies Act, 2013.

31st March 2022. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting. The final dividend on equity shares, if approved by the members, would involve a cash outflow of '' 7.90 Crores.

4 DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Board of the Company has adopted a Dividend Distribution Policy, which is available on the website of the Company at www.anupenss.com > Investors > Policies.

5 TRANSFER TO RESERVES

As permitted under the provisions of the Companies Act, 2013, the Board does not propose to transfer any amount to general reserve.

6 MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and/or commitments which may affect the financial position of the Company between the end of the financial period and the date of this report.

7 SHARE CAPITAL

During the financial year under the review, there has been no change in the Authorised Capital of the Company. The Authorised share capital of the company as on 31st March 2022 stood at '' 65,25,00,000/- divided into 6,52,50,000 equity shares of ''10/-each.

Allotment of Shares

During the year company has allotted 50,000 Equity Shares to the eligible employees on exercise of the options granted under The Anup Engineering Limited - Employee Stock Option Scheme -2018.

During the year under review, the Company has neither issued shares with differential voting rights nor sweat equity shares. Consequently, post allotment the paid-up share capital of company as on 31st March 2022 stood at '' 9,88,11,500/- divided into 98,81,150 equity shares of ''10/- each.

8 EMPLOYEE STOCK OPTION SCHEMES (ESOS)

The Company has issued 87,500 options under TAEL ESOS - 2018, 58,371 options under TAEL ESOS (DEMERGER) - 2018 and 57500 options under Anup - ESOS 2019 up to 31st March 2022. All these options are convertible into equal number of Equity Shares of face value of '' 10/- each.

The disclosures with respect to TAEL ESOS - 2018, TAEL ESOS (Demerger) - 2018 and ANUP ESOS - 2019 as required by Section 62 of the Companies Act, 2013, Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 are set out in Annexure-A to the Board''s Report.

9 DISCLOSURE UNDER SECTION 67(3)(C) OF THE COMPANIES ACT, 2013

No disclosure is required under section 67(3)(c) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

10 DEPOSITS

The Company has not accepted or renewed any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence furnishing the details of deposit in terms of Chapter V of the Companies Act, 2013 is not applicable to the Company. Further there are no outstanding deposits as at 31st March 2022.

11 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Particulars of loans given, investments made, guarantees

given and securities provided as per Section 186 of the Companies Act, 2013 by the Company are disclosed in the financial statements of the company.

12 CORPORATE SOCIAL RESPONSIBILITY

The Anup Engineering Limited Policy on Corporate Social Responsibility (TAELCSR), has been put in place to emphasize the underlying value system of the company and a firm belief that only in a healthy society healthy businesses flourish. It facilitates and formalizes the CSR processes, sets up a guiding structure and defines broader thematic areas for projects and programs. The Company defines an annual budget and CSR initiatives and works with like-minded organizations. Our CSR Policy is in sync with the broader areas of Schedule VII of the Companies Act, 2013 and will always be aligned to the changes that get incorporated in the schedule.

During the year under review, the company undertook three projects. These included an ongoing project of âFarmers'' Skill Trainingâ under the broad theme Rural Development, starting a new Rural Development Project around our proposed area of operation at Kheda and supporting a project of setting up a charitable pathology laboratory at Gandevi, Navsari in Gujarat. In addition, COVID relief operations were also undertaken.

The brief details of Corporate Social Responsibility Policy, initiatives undertaken and the amount spent during the financial year 2021-22 is enclosed as Annexure-B to the Board''s Report.

13 HUMAN RESOURCES

While doing so, we have been cognizant of understanding what motivates and engages our people and how they perceive their work environment. Therefore, we encourage open and regular dialogue between managers and their team members and offer hand holding support which ensures our people feel comfortable

to speak up, raise concerns and are empowered to initiate improvements.

14 RISK MANAGEMENT POLICY

The Company has a robust Enterprise Risk Management framework which enables it to take certain risks to remain competitive and achieve higher growth and at the same time mitigate other risks to maintain sustainable results.

Under the framework, the Company has laid down a Risk Management Policy which defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company, through its employees and Executive Management, continuously assess the identified Risks, the Risk Management Committee reviews the identified Risks and its mitigation measures annually.

The Company has identified 23 Risks - 9 Strategic Risks, 12 Operational Risks & 2 Regulatory Risks. Key Strategic Risks include timely completion of upcoming project, supply chain disruptions, reputational risks, enhancement of technical know-how and infrastructure upgradation. Key Operating Risks include price volatility in input materials, delayed delivery to customers, health and safety. Regulatory Risks includes litigation and regulatory compliance management.

The policy identifies the threat of such events as âRisksâ, which if occurred will adversely affect value to shareholders, ability of Company to achieve objectives, ability to implement business strategies, the manner in which the Company operates and reputation. Such risks are categorized into Strategic Risks, Operating Risks and Regulatory Risks.

The framework defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company, through its employees and Executive Management, continuously assess the identified Risks, the Audit Committee reviews the identified Risks and its mitigation measures annually.

15 INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Internal Audit Department reviews the adequacy of internal control system in the Company, its compliance with operating systems and laid down policies and procedures. Based on the report of internal audit function, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board of Directors from time to time.

16 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and is available on the website of the Company at www.anupenss.com > Investors > Policies.

17 SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES/WHOLLY OWNED SUBSIDIARIES

As on 31st March 2022, the Company has a one wholly own subsidiary company namely âAnup Heavy Engineering Limitedâ. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is attached to the Financial Statements. The separate audited financial statements in respect of the subsidiary shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of the subsidiary are also available on the website of the Company at www.anupengg.com > Investors>Financial Reports.

The Company has framed a policy for determining material subsidiaries, which has been available on the website of the Company at www.anupengg.com > Investors > Policies.

18 DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:

As per the provisions of Section 152(6) of the Companies Act, 2013 and the company''s Articles of Association, Mr. Sanjay S. Lalbhai (DIN: 00008329) shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment as the Director of the Company.

Key Managerial Personnel:

As per the provisions of Section 203 of the Companies Act, 2013, Mr. Rishi Roop Kapoor, Chief Executive Officer, Mr. Bhavesh Shah, Chief Financial Officer and Mr. Chintankumar Patel, Company Secretary are the key managerial personnel of the Company.

19 ANNUAL EVALUATION MADE BY THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance as well as that of its Committees and individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

20 REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is available on the website of the Company at www.anupenss.com > Investors > Policies.

21 FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying it in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company''s procedures and practices. The Company has through presentations, at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Engineering Industry as a whole. The details of such familiarization programs for Independent Directors are explained in the Corporate Governance Report and is available on the website of the Company at www.anupengg.com > Investors > Policies.

22 DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013.

23 BOARD AND COMMITTEE MEETINGS

A total 4 Meetings of the Board of Directors, 4 meetings of Audit Committee, 1 meeting of Nomination and Remuneration committee, 1 meeting of Stakeholder''s Relationship Committee, 2 meetings of Corporate Social Responsibility Committee, 2 meetings of Risk Management Committee and 1 meeting of Independent director committee and 7 meeting of Management Committee were held during the financial year ended 31st March 2022. Further the details of the Board and the Committee meetings are provided in the Corporate Governance Report forming part of this Report.

24 DIRECTORSâ 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:

a. in preparation of the annual accounts for the financial year ended 31st March 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25 RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are provided in the Company''s financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The policy on Related Party Transactions as approved by the Board is available on website of the company at www.anupengg.com > Investors > Policies.

26 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders impacting going concern basis were passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

27 AUDITORS AND AUDITORSâ REPORT Statutory Auditors:

M/s. Sorab S. Engineer & Co., Chartered Accountants (ICAI Registration No.110417W), Statutory Auditors of the Company were appointed as Statutory Auditors of the Company for a period of five years at the 1st Annual General Meeting of the Company held on 29th September 2018 till the conclusion of 6th Annual General Meeting of the Company pursuant to the provisions of Section 139(1) of the Companies Act, 2013.

The Report given by the Auditors on the financial statements along with the notes to the financial statements of the Company for the financial year 2021-22 is forming part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

Cost Auditors:

M/s. Maulin Shah & Associates, Cost Accountants, Ahmedabad (Firm Registration No. 101527) carried out the cost audit for applicable business during the year. The Board of Directors has appointed them as Cost Auditors for the financial year 2022-23. The remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Members'' ratification for the remuneration payable to M/s. Maulin Shah & Associates, Cost Auditors is included as item No. 4 of the notice convening the Annual General Meeting.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Ankita Patel, Company Secretary in practice, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year 2021-22. The Secretarial Audit Report is annexed herewith as Annexure-C to the Board''s Report. There were no qualifications, observations, reservations, comments or other remarks in the Secretarial Audit Report, which have any adverse effect on the functioning of the Company.

28 CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

29 BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as required by Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the year under review is annexed to the Boards'' Report and forms an integral part of this report.

30 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and 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-D to the Board''s Report.

31 EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual Return as on 31st March 2022 is available on the website of the Company at www.anupenss.com > Investors > Updates.

32 PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company, will be provided upon request. In terms of Section 136(1) of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-E to the Board''s Report.

33 DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2021-22, No complaints of sexual harassment were received by the AICC.

34 ENHANCING SHAREHOLDERSâ VALUE

Your Company believes that its members are its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-

economic and environmental dimensions and contribute to sustainable growth and development.

35 ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Company''s customers, vendors, bankers, auditors, investors, Government authorities and stock exchanges during the year under review. Your Directors place on record their appreciation of the contributions made by employees at all levels. Your Company''s consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board of Directors

Place: Ahmedabad Date: 17th May 2022

Sanjay S. Lalbhai

Chairman DIN: 00008329

The summarized financial highlight is depicted below: (? in Lakhs)
Particulars	Standalone		Consolidated
Particulars	FY 2021-22	FY 2020-21	FY 2021-22	FY 2020-21
Revenue from operations	28,824.16	27,912.96	28,824.16	27,912.96
Other Income	454.02	372.78	376.77	355.43
Total Income	29,278.18	28,285.74	29,200.93	28,268.39
Profit before Finance Cost, Depreciation & Amortization and Tax Expenses	7,454.39	7,255.64	7,374.59	7,231.53
Finance Cost	103.15	34.44	103.15	34.44
Depreciation & Amortization	1,159.22	1,050.59	1,159.22	1,050.59
Profit Before Tax	6,192.02	6,170.61	6,112.22	6,146.50
(i) Provision for Taxation (Current)	1,545.00	1,515.00	1,545.00	1,515.00
(ii) Deferred Tax	(80.85)	(29.22)	(80.85)	(29.22)
(iii) Provision for tax of earlier years	(1,557.37)	(691.60)	(1,557.37)	(691.60)
Profit After Tax	6,285.24	5,376.43	6,205.44	5,352.32
Non-Controlling Interest	-	-	-	-
Net Profit after Non-Controlling Interest	-	-	-	-
Other Comprehensive income	(4.32)	(1.98)	⁽43^{1 2}	(1.98)
Total Comprehensive Income /(Expenses)	6,280.92	5,374.45	6,201.12	5,350.34
* There is negligible impact on Company''s financials as its Subsidiary has not yet started its operation during the year under review.

PERFORMANCE REVIEW AND THE STATE OF COMPANYâS AFFAIRS

On Standalone Basis

The total income of the Company was '' 29,278.18 Lakhs during the year as against '' 28,285.74 Lakhs in the previous year. The Company has reported net profit of '' 6,285.24 Lakhs during the year under review as against profit of '' 5,376.43 Lakhs in the previous year.

On Consolidated Basis

The consolidated total income of the Company was '' 29,200.93 Lakhs during the year as against '' 28,268.39 Lakhs in the previous year. The Company has reported consolidated net profit of '' 6,205.44 Lakhs during the year under review as against profit of '' 5,352.32 Lakhs in the previous year.

Order Book

All time high opening order book of '' 393 Crores.

DIVIDEND

The Board of Directors have recommended a final dividend of '' 8.00 (80%) per equity share of '' 10/- each for the year ended on

Mar 31, 2018

Dear Shareholders,

The Directors are present the 1st Annual Report together with the audited financial statements of the company for the period ended on 31^st March, 2018.

Financial summary or highlights/performance of the Company:

The company was incorporated as on 14^th September, 2017 so the first accounting period of the company is from 14^th September, 2017 to 31^st March, 2018. Accordingly the first financial statements are prepared for the said period. Being the first account period, there are no corresponding figures for the previous year.

The financial highlights of the company for the period ended 31^st March, 2018 is depicted below:

(Amount in Rs.)

Particulars	For the period ended 31^st March, 2018
Revenue from Operation	0.00
Add: Other income	0.00
Lee: Operating & Administrative Expenses	1,07,027.00
Operating Profit / (Loss) before Interest and Tax	(1,07,027.00)
Less: Finance Cost	0.00
Profit/(Loss) Before Tax	(1,07,027.00)
Less: Tax Expenses	0.00
Profit/(Loss) After Tax	(1,07,027.00)

Note: During the period ended 31st March, 2018, the Company had no subsidiary (ies). Accordingly, consolidated financial statements were not made for the period ended 31st March, 2018.

Objects of the Company:

The company was incorporated on 14^th September, 2017 with an object to manufacture, fabricate, manipulate, alter; assemble, improve, prepare for market, buy, sell and otherwise deal in all kinds of Centrifuges, Water Softening Plants, Rotary Pumps, Dryers, Separators, Laundry Equipment including Washing Machines, Ironers, Presses, Dryers, Hospital Equipment, Disinfecting Plants and apparatus and all kinds of Plants, Machinery, components parts, accessories, fittings, fixtures, apparatus, tools and implements and such other ventures as may be identified by the Board from time to time.

The Composite Scheme of Arrangement:

The Board of Directors of your Company its Board Meeting held on 8^th November, 2017 approved the Composite Scheme of Arrangement pursuant to the provisions of Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 amongst Company, Arvind Limited and Arvind Fashions Limited and The Anup Engineering Limited and their respective shareholders and creditors for demerger of Engineering Undertaking of Arvind Limited (âSchemeâ), subject to receipt of requisite statutory approvals.

Material changes and commitment affecting the financial position of the Company:

There are no material changes and/or commitments which may affect the financial position of the Company between the end of the financial period and the date of this report.

Dividend:

Due to non-availability of the distributable profits, your directors have not recommended any dividend for the period under review. In view of the same, the directors do not propose to carry any amount to reserves.

Fixed Deposits:

During the period under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

Share Capital:

During the year under review, the Authorised Share Capital of the Company was increased from Rs. 1.00.000/- divided into 10,000 Equity Shares of Rs. 10/- each to Rs. 25,00,000 divided into 2,50,000 Equity Shares of Rs. 10/- each vide resolution passed by the members at the Extra Ordinary General Meeting of Members of the Company held on 16th September, 2017.

During the year under review, the Paid-up Share Capital of the Company was increased from Rs. 1.00.000 divided into 10,000 Equity Shares of Rs. 10/- to Rs. 5,00,000 divided into 50,000 Equity Shares of Rs. 10/- each due to allotment of equity shares made in the Rights issue to existing shareholders of the Company on 13th October, 2017.

The new shares are ranking pari passu with the existing equity shares of the company.

Changes in subsidiaries, associates and joint ventures/wholly owned subsidiaries:

Company was incorporated as wholly owned subsidiary of M/s. Arvind Brands & Retail Limited which was ceased to be wholly owned subsidiary due to divestment of shareholding during the period.

Hence After that none of the companies has become or ceased to be Companyâs subsidiaries, joint ventures or associate companies.

Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies:

During the year under review, none of the companies have become or ceased to be Companyâs subsidiaries, joint ventures or associate companies, therefore Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is not require to be given.

Particulars of Loan, Guarantees and Investment:

Particulars of loans given, investments made, guarantees given and securities provided under section 186 of the Companies Act, 2013 are provided in the financial statement, which are proposed to be utilized for the general business purpose of the recipient.

Contracts or arrangements with Related Parties:

All transactions have been entered into by your Company with any related parties during the period 2017-18 were in the ordinary course of business and armâs length pricing basis and none of the transactions with the related parties fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Sections 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. Suitable disclosure as required has been made in the notes forming part of accounts.

Details of Significant and Material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future:

No significant or material orders impacting going concern basis were passed by the regulators or courts or tribunals which impact the going concern status and Companyâs operations in future.

Board of Directors and Key Managerial Personnel:

During the period under review, Mr. Sanjaybhai Shrenikbhai Lalbhai (DIN: 00008329) and Mr. Punit Sanjay Lalbhai (DIN: 05125502) were appointed as an Additional Directors (Promoter, Non-Executive Director) of the Company w.e.f. 25^th October, 2017 and Mr. Paresh Ambalal Shah (DIN: 07993550) was appointed as Additional Directors (Professional, Non-Executive Director) of the Company w.e.f. 16^th November, 2017.

The above Directors hold the office up to the ensuing Annual General Meeting. The Board considers it desirable to avail their services. The Company has received notices from members pursuant to the provisions of Section 160 of the Companies Act, 2013 proposing the appointment of all such Directors of the Company.

During the period under review, Mr. Jayesh Narandas Thakkar (DIN: 00012250) and Mr. Devanshu Desai (DIN: 01692901) were resigned from the directorship of the company w.e.f. 25^th October, 2017 and Mr. Prakash Makwana (DIN: 00008382) was resigned from the directorship of the company w.e.f 16^th November, 2017.

During the period under review company was not require to appoint designated as Key Managerial Personnel pursuant to Section 203 of the Companies Act, 2013.

Meetings of the Board of Directors:

Regular meetings of the Board are held to discuss and decide on various business strategies, policies and other issues. During the year, 8 (Eight) Board Meetings were convened and held on 15th September, 2017, 13th October, 2017, 25th October, 2017, 27th October, 2017, 8th November, 2017, 16th November, 2017, 5th January, 2018 and 30th January, 2018. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Directorsâ Responsibility Statement:

In accordance with the provisions of Section 134 (3) (c) read with section 134 (5) of the Companies Act, 2013, the Board of Directors states:

1) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

2) That 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 at the end of the financial year and of the profit and loss of the Company for that period;

3) That the directors have 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;

4) That the Directors have prepared the annual accounts on a going concern basis;

5) That 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;

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

Extract of Annual Return:

The Extract of Annual return in Form No MGT - 9 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 as on the financial period ended on March 31,2018 is annexed herewith as Annexure -1 to this report.

Statutory Auditors:

M/s. Sorab S. Engineer & Co. Chartered Accountants, (ICAI Registration NO.110417W), the Statutory Auditors of the Company, will hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as per Section 139 of the Companies Act, 2013.

M/s. Sorab S. Engineer & Co. have expressed their willingness to get re-appointed as the Statutory Auditors of the Company and has furnished a certificate of their eligibility and consent under Section 141 of the Companies Act, 2013 and the rules framed there under. Further In terms of the Listing Regulations the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Board recommends the appointment of M/s. Sorab S. Engineer & Co. as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of 6th AGM of the company to be held in the colander year 2023.

Auditors Report:

The report along with notes to Financial Statements is enclosed to this annual report. The observations made in the Auditorsâ Report are self-explanatory and therefore do not call for any further comments.

Cost Audit:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 Cost Audit is not applicable to the company for the year under review.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

During the period, since the Company was not engaged in any manufacturing activities. Hence, there is no such information which is required to be appended pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

Particulars of Employees:

During the period under review No employee was drawing salary in excess of the limits which attracting the provisions of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, no information is required to be appended to this report in this regard.

Receipt of Commission/Remuneration:

During the period under review the Directors of the Company have not received any Remuneration/Commission from the company.

Secretarial Standards:

The Board of Directors of the company have complied with applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

Internal Financial Control System:

The Board has laid down the Internal Control System with adequate internal financial controls, commensurate with the size, scale and complexity of operations which operates effectively. The scope and authority of the internal financial control function is well defined.

Risk Management:

The Management regularly reviews the risk and took appropriate steps to mitigate the risk. The company has in place the Risk Management policy. The Company has a robust Business Risk Management (BRM) frame work to identify, evaluate the various risk associated with the Company. In the opinion of the Board, no risk has been identified that may threaten the existence of the Company.

Prevention of Sexual Harassment at workplace:

The Company is committed to provide a safe and conducive work environment to its employees during the year under review.

An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Maintenance of cost records:

The Company is not required to maintain any cost records prescribed under section 148 of the Companies Act, 2013 and rules made thereunder.

Corporate Social Responsibility:

Under Section 135 of the Companies Act, 2013 the provision of Corporate Social Responsibility is not applicable to the company for the financial period ended 2017-18.

Acknowledgement:

The Board expresses its sincere thanks to all the employees, customers, suppliers, investors, lenders, regulatory and government authorities and stock exchanges for their co-operation and support and look forward to their continued support in future.

By order of the Board of Directors

For, ANVESHAN HEAVY ENGINEERING LIMITED

Place: Ahmedabad PARESH SHAH

Date: July 30,2018 DIRECTOR

DIN:07993550

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