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:

2 PERFORMANCE REVIEW AND THE STATE OF COMPANY’S
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 (“SEBI Listing Regulations”), 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

was rnmnlptpH within thp nrpsrrihpH fimp frnmp

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
(“TAEL ESOS - 2018”), The Anup Engineering Limited - Employee
Stock Option Scheme (Demerger) - 2018 (“TAEL ESOS
(DEMERGER) - 2018”) and ANUP - Employee Stock Option
Scheme - 2019 (“ANUP - ESOS 2019”) 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 — where businesses and communities intersect. Our
CSR philosophy is built on a “good neighbour” 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 Director’s 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 Company’ 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 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.

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 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 company’s 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 (‘NRC’) 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

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

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 DIRECTORS’ RESPONSIBILITY STATEMENT

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

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 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
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 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
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 Company’s operations in future.

30 AUDITORS AND AUDITORS’ 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.

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 2025-26.

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 Members’ 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 “Annexure -C”. 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 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 Director’s 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
(“AICC”), 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 SHAREHOLDERS’ 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.

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 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: 13^th May 2025

Sanjay Lalbhai

Chairman
DIN: 00008329