Anand Projects Ltd

To,

The Members,

ANAND PROJECTS LIMITED

The Board of Directors have pleasure in presenting their 89^th Annual Report together with Audited Statement of Accounts for the year ended March 31^st, 2024.

FINANCIAL RESULTS

The summarised financial results of the Company for the year ended March 31, 2024 are presented below:

FINANCIAL PERFORMANCE.

The total income of the company for the year under review is 4,514.20 lakh as compared to

91.98 lakh recorded in the previous year. Net loss after tax stood at 2,975.11 lakh as compared to net profit of 409.67 lakh in the previous year.

AMOUNT THE COMPANY PROPOSES TO CARRY TO ANY RESERVES

The Company proposes to transfer the following amounts to reserves:

FUTURE OUTLOOK

Due to the COVID-19 pandemic globally, the economy of every Country has drastically decreasing in the history. Survival in the business is challenging task for everyone. However, you Company is highly optimistic to improve its order book substantially, by procuring further Contracts and Orders, in the forthcoming years, as your Company has implemented 1980 MW Super Critical Thermal Power Project at Lalitpur, Distt.-Jhansi, in the State of Uttar Pradesh and received encouraging response and is successfully executing Engineering, Procurement and Construction (EPC) services in power sector at Distt.-Lalitpur (Uttar Pradesh).

DIVIDEND

Due to loss, your Directors did not recommend any dividend on the equity shares for the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 and the rules made there under, for the time being in force.

MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE

There have been no material changes and commitments affecting financial position of the Company that have occurred between the balance sheet date and date of this report.

OPERATIONS

During the year under review, there have been no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and Company's operation in future.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

During the year under review, Ojas Industries Private Limited continues to be the Associate Company of your Company.

Pursuant to the provisions of Section 129 of the Companies Act, 2013 and Rule 5 of the Companies (Accounts) Rules 2014, statement containing the salient features of the financial statements of its associate company in the manner prescribed under the Companies Act, 2013 is attached as "Annexure I" and forms part of this report.

1. OJAS INDUSTRIES PRIVATE LIMITED

As on March 31, 2024, the Company holds 9,900 equity shares of Rs. 10/- each constituting 49.50% of the total share capital of Ojas Industries Private Limited (OIPL).

During the year under review, the brief summary of Operations of the OIPL is as below:-

CAPITAL/ FINANCE

As on March 31, 2024, the issued, subscribed and paid-up share capital of your Company stood at Rs. 93,42,900/-, comprising 9,34,290 Equity shares of Rs. 10/- each.

The Company has not availed any credit facilities / financial assistance from any Financial Institution(s) and/or Bank(s). The Company is debt free Company.

LISTING OF SECURITIES

The Company's equity shares are listed on BSE Limited. The Annual Listing fees for the year 2024-2025 have been paid by the Company to BSE Limited. All the stakeholders are further requested to have Dematerialization of equity shares held by them (if not dematerialized yet) at the earliest, for trading of shares only after meeting the criteria / parameters / norms / requirements of the Stock Exchange, for trading of the shares.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 (as applicable / required) are given in the notes to the Financial Statements.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulations 34 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015, the management discussion and analysis is set out in this report.

Retirement by rotation

In pursuance to the applicable provisions of the Companies Act 2013 read with (Articles of Association of the Company), Mr. Rajesh Kumar Sharma (DIN: 09388677), Whole Time Director retires at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The Board recommends his re-appointment.

Appointment of Company Secretary

During the year under review, the Board in accordance with the provisions of the Section 203 of Companies Act, 2013 and the Regulation 6(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations') appointed Mr. Neeraj Khari (M.No. A-63204) as Company Secretary & Compliance officer of the Company with effect from April 01^st, 2023 and the same has been already disclosed in 88^th Annual Report as Material Information.

DETAILS OF BOARD MEETINGS

The Board met 6 (Six) times during the financial year, the detail of which are given in the corporate governance report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

COMMITTEES OF BOARD

During the year under review, the details of composition of the various Committees of the Board of Directors (including re-constitution) are as under:-

All the above mentioned committees consist maximum of independent directors. A detailed note on the composition of the Board and its committees is provided in the corporate governance report section of this Annual Report.

POLICIES

The Company has adopted the following policies and codes, in terms of requirements of Companies Act, 2013 and relevant updated SEBI regulations and these are reviewed periodically by the Board and updated based on need and new compliance requirement, as applicable upon the Company, from time to time:-

A detailed note on the Policies of the Board is provided in the corporate governance report section of this Annual Report.

DECLARATION FROM INDEPENDENT DIRECTOR

The Company has received necessary declaration from each independent director(s) under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 159(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EXTRACT OF ANNUAL RETURN

This is for the information of the members, the requirement to attached extract of annual return in form MGT-9 has been omitted vide the Companies (Management and Administration) Amendment Rules, 2021 dated 05.03.2021, therefore your Company has not attached the extract of the annual return in Form MGT-9 with the Board's report for the F.Y. 2023-24.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. A policy in this regard has been framed by the Company for effective formulation of Internal Financial Controls.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the relevant provisions of the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the respective Committee Meeting(s) of the Company was also carried out by the Independent Directors, taking into account the views of the Executive Director and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

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

(b) the directors had selected such accounting policies and applied them consistently

(c) and made judgments and estimates that are reasonable and prudent so as to give

(d) a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

(e) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(f) the directors had prepared the annual accounts on a going concern basis; and

(g) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(h) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITOR AND AUDITOR'S REPORT

The members in their 88^th Annual General Meeting, have already approved the appointment of M/s. Chopra Vimal & Co., Chartered Accountants (Firm Registration No. 06456C) as Statutory Auditors of the Company for the next Five years i.e. from the conclusion of the 88^th AGM till the conclusion of the 93^th AGM to be held in the year 2028.

Ministry of Corporate Affairs vide its notification dated May 07^th, 2018 omitted the requirement to ratify the appointment of Statutory Auditors of the Company in every annual general meeting.

The Notes on financial statement referred in the Auditors' Report for the F.Y. 2023-24 are self explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

The observations and comments given in the report of the Auditors read together with notes to accounts are self-explanatory and hence do not call for any further information and explanation or comments under Section 134(3)(f) of the Companies Act, 2013. The report does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed thereunder Mr. Amit Kansal, a peer reviewed practicing company secretary (ICSI Certificate of Practice No. 10283), 185A, Express view Apartment, Sector 93, Noida-201301 (U.P.) was re-appointed as Secretarial Auditor of the Company, to conduct the secretarial audit of the Company for the fiscal year 2024.

The Secretarial Audit Report is annexed as "Annexure-II". The report does not contain any qualification, reservation or adverse remark or disclaimer. The Board has further appointed Mr. Amit Kansal, Practicing Company Secretary (ICSI Certificate of Practice No. 10283), as Secretarial Auditor of the Company for the fiscal year 2025.

REPORT ON CORPORATE GOVERNANCE

The Company recognizes and embraces the importance of Corporate Governance. Corporate Governance is about maximizing shareholder's value legally, ethically and sustainably. Anand believe sound corporate governance is critical to enhance and retain investor trust. Our disclosure seeks to attain the best practices in efficient corporate governance. Our Corporate Governance report for the fiscal year 2023 forms part of this Annual Report.

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the auditors' certificate on corporate governance is enclosed as "Annexure-III" to the Board Report. The auditors' certificate for fiscal year 2024 does not contain any qualification, reservation or adverse remark.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act, 2013, (as applicable / required) in the prescribed Form AOC-2, is appended as "Annexure-IV" to the Board's Report.

CORPORATE SOCIAL RESPONSIBILTY

Anand Projects Limited has been an early adopter of CSR initiatives. The Company works primarily through the Kamalnayan Jamnalal Bajaj Foundation (KJBF), towards supporting projects in the areas of eradicating extreme hunger and poverty, promotion of education, reducing child mortality and improving maternal health, combating human immuno-deficiency virus, acquired immuno-deficiency syndrome, malaria and other diseases, ensuring environmental sustainability, and rural development projects.

Further, your Company doesn't fall in any of the criteria mentioned in Section 135(1) of the Companies Act, 2013 during the immediately preceding financial year but for the better Corporate Governance and understanding, the annual report on our CSR activities is appended as "Annexure-V" to the Board's report.

The Company's CSR Policy is available on our website, at http://www.anandprojects.com/policies.php.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. From time to time some training program(s) that provide focused people attention are/would be called up. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

A) Details of the ratio of the remuneration of each director and/or KMPs to the median employee's remuneration and other details as required pursuant to

Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Notes:-

i) Median remuneration of employees of the Company during the financial year 2023-2024 was 22,77,649/-

ii) Median remuneration of employees of the Company during the financial year 2022-2023 was 47,41,434/-.

iii) There were two confirmed employees on the rolls of the Company as on 31^st March 2024.

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

B) Details of every employee of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given.

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

In view of the nature of activities which are being carried on by the Company, Disclosure of particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, respectively are not applicable to the Company.

During the year under review, there was no foreign exchange earnings and outgo.

ANNUAL RETURN

The Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-7 of the Companies (Management and Administration) Rules, 2014, is available on the website of the company at http://www.anandprojects.com/notice-to-the-shareholders.php.

SECRETARIAL STANDRADS

In terms of Section 118(10) of the Companies Act, 2013, the Company is complying with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the audit committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

TRANSFER OF UNCLAIMED/UNPAID AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to provisions of the Act read with the Investor Education and Protection Fund

Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (‘Rules'), the dividend which remains unclaimed or unpaid for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company and shares on which dividend are unclaimed or unpaid for a consecutive period of seven years or more are liable to be transferred to IEPF. This clause is not applicable.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 of 2016)

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

As Company has not availed any credit facility/ financial assistance from any banks/ financial institutions, hence such disclosure is not applicable upon the Company.

PARTICULARS OF EMPLOYEES

As required under the provision of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Company is not given, as there were no employees drawing remuneration beyond the prescribed limit under the above referred provisions.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation of the assistance and support extended by customers, financial institutions, banks, vendors, Government and other associated (as the case may be) with the activities of the Company. Your Directors acknowledge with gratitude the encouragement and support by our valued shareholders.