The Anup Engineering Ltd

To,

The Members,

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

1 FINANCIAL PERFORMANCE

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

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.

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

3 DIVIDEND

The Board of Directors at their meeting held on 13th May 2025, have recommended final dividend of 17/- per equity share of face

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value of 10/- each, for the financial year ended 31 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 a v a i l a b l e o n t h e w e b s i t e o f t h e C o m p a n y a t 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

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

10/- each.

The Board of Directors at its meeting held on 20th 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, 23rd 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 12th 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 completed within the prescribed time frame.

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 19th June, 2024. As on 31st 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.

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.

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 6th July, 2024 to 5th 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 3rd August, 2024.

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

During the year under review Mr. Reginaldo Dsouza has been designated as Managing Director of the Company w.e.f 6th July, 2024 at the Annual General Meeting held on 3rd August, 2024. Mr. Chintankumar Patel resigned as Company Secretary and Compliance Officer of the company w.e.f 26th October, 2024 and Mr. Lay Desai appointed as Company Secretary and Compliance Officer of the company w.e.f. 27th 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 26th October, 2024 and Mr. Lay Desai Company Secretary & Compliance officer of the company is a Designated officer w.e.f 27th 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 31st 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 31st 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 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, 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.

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 8th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.

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.

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 13th 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 31st 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.

31 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 a v a i l a b l e o n t h e w e b s i t e o f t h e C o m p a n y a t 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 socioeconomic 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.