2. PERFORMANCE REVIEW AND THE STATE OF
COMPANY’S AFFAIRS

The total income of the Company was ?79,273.59 Lakhs
during the year as against ?71,343.92 Lakhs in the
previous year. The Company has reported net profit
of ?10,774.64 Lakhs during the year under review as
against profit of ?11,685.00 Lakhs in the previous year.

All time high opening Order Book of ?769 Crores as on
March 31, 2026.

3. DIVIDEND

The Board of Directors at their meeting held on May 28,
2026, have recommended final dividend of ?12/- per
equity share of face value of ?10/- each, for the Financial
Year ended March 31, 2026 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 ?24.04 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 (“the
Listing Regulations”), the Board of the Company
has adopted a Dividend Distribution Policy, which is
available on the website of the Company athttps://
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. The Anup Engineering
Limited (Anup) is a trusted name in the design and
manufacture of high-quality process equipment for the
chemical, petrochemical, refinery, fertiliser, and energy
industries. Our expertise includes Heat Exchangers,
Pressure Vessels, Reactors, Columns, Centrifuges, and
other custom-engineered equipment.

Building on decades of manufacturing excellence, Anup
has established a dedicated Technical Services Division
to help customers & maximise equipment reliability,
safety, and performance throughout the asset lifecycle.

Our services include:

• Health Assessment & Integrity Evaluation

• Non-Destructive Examination (NDE) Services

• Technical Consulting & Engineering Solutions

• Heat Exchanger Retubing & Equipment Repair

• Component Replacement & Life Extension Services

• Laboratory Testing, Failure Analysis & Metallurgical
Investigations

Anup is also certified with the ASME “R” Stamp, enabling
us to perform repairs and alterations in accordance with
NBIC and ASME standards.

From manufacturing to maintenance, Anup delivers
end-to-end solutions that ensure the safe, reliable, and
efficient operation of critical process equipment.

8. SHARE CAPITAL
Authorised share capital

The authorised share capital of the Company as on
March 31, 2026 was 65,35,00,000/- divided into ?
6,53,50,000 equity shares of ?10/- each.

Issued and paid up shares Capital

During the year under review the Company has
allotted 5,000 Equity Shares of ?10 each to the eligible
employees pursuant to the exercise of stock options
granted in terms of the ANUP - Employee Stock Option
Scheme - 2019 (“ANUP - ESOS 2019”) of the Company.

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 the Employees Stock
Option Scheme (ESOS) to grant equity based incentives
to certain eligible employees and directors of the
Company and its subsidiary companies.

During the year under review, the Board at its
meeting held on November 10, 2025 proposed the
implementation of existing Anup - Employee Stock
Option Scheme 2019’’ (“Scheme” or “Anup- ESOS
2019” or “ESOS 2019” through irrevocable employee
welfare trust to be set up by the Company for the
benefit of employees and shareholders and for ease
of administration, faster turnaround time for transfer
of shares to employees upon exercise of options,
and, wherever necessary, to facilitate assistance to
employees in connection with the exercise of options.

Thereafter, the Shareholders through Postal Ballot
Notice dated February 4, 2026 have approved the
said implementation of existing ESOS 2019 through
trust route. The Anup ESOP Trust was set up by the
Company on March 16, 2026 for administration and
implementation of Anup - Employee Stock Option
Scheme 2019.

Post implementation of the Scheme through ESOP
Trust, the Company will grant, offer, issue and allot in
one or more tranches stock options/shares under ESOS
2019 through primary issue or secondary acquisition, at
any time to or for the benefit of the eligible employees
of the Company, depending on situational requirements
and regulatory compliances.

For employees, the Trust structure enables cashless
exercise, allowing them to realise value without upfront
payment of the exercise price or taxes, thereby ensuring
faster and smoother settlement of ESOP benefits. For
shareholders, the Trust will acquire shares through
secondary acquisition, resulting in no fresh issuance of
equity shares and consequently no dilution of existing
shareholding or impact on the Company’s earnings per
share. The Trust route therefore provides an efficient,
non-dilutive and stakeholder-friendly mechanism for
administering the ESOP Scheme.

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.

Disclosures in compliance with Section 62 of the
Companies Act, 2013 and 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 March 31, 2026.

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 (AnupCSR) emphasises the
underlying value system of the Company and a firm
belief that only in a healthy society healthy businesses
flourish.

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

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 The Anup Engineering Limited, engineering is
defined by precision, innovation, and a relentless
drive to improve. In industries where performance
cannot pause, we operate with a mindset of continuous
advancement, never settling, always refining, and
consistently pushing the boundaries of what is possible.
This “never rest” attitude shapes not only how we
design and deliver complex equipment, but also how
we approach our responsibility beyond business.

As a Company deeply rooted in industrial ecosystems,
our work is closely linked to the communities and
environments around us. We believe that the true
measure of progress lies not only in what we engineer,
but in the impact, we create beyond our factory gates.
Anchored in a ‘good neighbour’ philosophy, our
CSR approach focuses on building long-term, trust-
based partnerships, ensuring that growth is inclusive,
sustainable, and enduring.

Our efforts are centred around four key areas:
agriculture, women’s empowerment, education, and
environmental regeneration, each driven by structured
models that enable scale, innovation, and lasting
impact.

Strengthening Agriculture and Farmer Livelihoods

For many rural communities surrounding our areas of
engagement, agriculture remains the primary source
of income, but rising input costs, water stress, and
inconsistent farming practices continue to affect both
productivity and income stability. ANUP’s agricultural
initiatives therefore focus on strengthening farmer
resilience through practical, field-based support.

Implemented through our partner trust, NLRDF
(Narottam Lalbhai Rural Development Fund), the

programme follows a cluster-based training model
combining classroom learning, field demonstrations,
and continuous on-ground mentoring. Farmers are
trained in sustainable practices including soil health
management, water stewardship, responsible input
use, and improved farm safety, enabling them to reduce
risk while improving productivity.

A key component of the initiative is support for Better
Cotton Initiative (BCI)-aligned practices, helping
farmers adopt more sustainable cultivation methods
while improving market access and income stability.
During the year, the programme reached 13,600
farmers across 103 villages in Sabarkantha,

strengthening long-term agricultural sustainability and
rural livelihoods.

Empowering Women, Enabling Futures

Formany young women from underserved communities,
the transition from school to stable employment is
often interrupted by financial pressure, social barriers,
and limited access to opportunity. Aakriti was created
to change this trajectory, enabling girls to move from
uncertain futures to structured career pathways.

The programme is built as a placement-linked residential
model that integrates employment, education, and
holistic development over a four-year journey. Girls
enter the programme with formal employment and
residential support, alongside socioeconomic profiling,
health assessments, and aspiration mapping. Over
time, they are supported to complete their Education,
develop foundational skills, partake in vocational
learning and participate in structured programmes
around wellbeing, career planning and health. Through
continuous mentoring and one-to-one guidance,
the programme aims to enable not just financial
independence, but long-term career clarity and greater
agency over their futures.

As the programme kicked off this year, we engaged
over 300 girls and worked with them on Visioning
and aspirational profiling, Education counselling and
foundational skills. With ambitious plans to scale up
each of these initiatives, Aakriti creates pathways
toward higher incomes, continued education, and
greater decision-making power over their futures.

Being a Good Neighbour: Education

Education remains central to how ANUP engages with
the communities surrounding its operations. Guided
by a good neighbour philosophy, the focus is not only
on improving access to learning, but on ensuring
that students in nearby rural communities are able
to participate meaningfully in an increasingly digital
world.

Through a partnership with HP and the Arvind
Foundation, the HP CLAP (Computer Literacy and Access
Programme) Learning Van delivers structured digital
education directly to government schools. Operating as
a mobile classroom with 120 laptops, the programme
brings technology, curriculum-linked content, and
trained instructors to students who may otherwise have
limited exposure to digital learning. During the year, the
initiative reached 1,600 students across 16 schools,
helping build foundational digital skills and confidence.

This was further strengthened through targeted
support for continuity in education. ANUP supported
the Lightship initiative by providing laptops to
enable digital literacy for young minds. Through the
Mookdhwani trust, ANUP supported 97 students with

hostel access, nutritious meals, learning materials, and
scholarships, ensuring that financial barriers do not
interrupt the learning journey. Together, these efforts
aim to bring opportunity closer to the communities
around our plants, enabling students to learn, grow,
and aspire further.

Greening the Industrial Landscape

As a manufacturing Company, we recognise that
industrial growth must be balanced with ecological
responsibility. Our environmental efforts are built on a
community-led plantation model that combines scale
with long-term stewardship.

This model focuses on block plantation on
community lands, supported through mobilisation
of land, community participation, and sustained
maintenance to ensure high survival rates. By creating
shared environmental assets, the initiative strengthens
community ownership while delivering ecological
benefits.

During the year, ANUP planted 12,000 trees across 16
acres, restoring green cover, enhancing biodiversity,
improve air quality, and contributing to long-term
climate resilience.

The brief details of Corporate Social Responsibility
Policy, initiatives undertaken and the amount spent
during the FY 2025-26 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
prioritise talent acquisition, engagement, development,
retention, and reward initiatives to drive organisational
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 organisational 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 prioritise 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 digitalisation 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 organisational 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’s internal control encompasses various
managements systems, structures of organisation,
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
annually.

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

19. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES/
WHOLLY OWNED SUBSIDIARIES

As on March 31, 2026, the Company has 1 (one) wholly
owned subsidiary 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 40 to the Consolidated Financial Statements of the
Company.

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 athttps://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 athttps://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.
Punit S. Lalbhai (holding DIN: 05125502) 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.

There is no appointment/re-appointment/cessation of
the directors during the year under review.

Key Managerial Personnel:

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. Lay Desai, Company Secretary & Compliance Officer
of the Company is a Designated Officer 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 athttps://www.anupengg.
com/policies/.

24. FAMILIARISATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

The Independent Directors have been updated with
their roles, rights and responsibilities in the Company
by specify ing it in their appointment letter along with
necessary documents, reports and internal policies
to enable them to familiarise with the Company’s
procedures and practices. The Company has through
presentations, at regular intervals, familiarised and
updated the Independent Directors with the strategy,
operations and functions of the Company and
Engineering Industry as a whole. The details of such
familiarisation programmes for Independent Directors
are explained in the Corporate Governance Report and
is available on the website of the Company athttps://
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 4 Meetings of the Board of Directors, 4 meetings
of Audit Committee, 4 meetings of Stakeholder’s
Relationship Committee, 3 meetings 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 7 meetings of Management
Committee were held during the Financial Year ended
March 31, 2026. 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 March 31, 2026, 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 March 31, 2026. 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 2025-26, 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 2026-27.

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 2026¬
27 has been included in the Notice of the forthcoming 9^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 October 30, 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 May 13, 2025 have approved and members of the
Company have approved the 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.

The Secretarial Audit Report for the Financial Year
ended March 31, 2026, 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,
are set out separately 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 Obligations and Disclosure Requirements)
Regulations, 2015.

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 to the Directors’ Report
and forms an integral part of this Annual report.

33. CREDIT RATING

The Company’s financial discipline and prudence is
reflected in the strong credit ratings ascribed by rating
agencies. The details of credit rating are disclosed in
the Corporate Governance Report, which forms part of
this Annual Report.

34. 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.

35. COMPLIANCE WITH THE MATERNITY BENEFIT ACT:

During the year under review the Company has complied
with the provisions of the Maternity Benefit Act, 1961.

36. 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”.

37. 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 March
31, 2026 is available on the website of the Company at
https://www.anupengg.com/financial-reports/.

38. 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 Directors’ Report.

39. 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 organisation. All TAEICC
members are trained by subject experts on handling the
investigations and proceedings as defined in the policy.

During the Financial Year 2025-26, no complaints of
sexual harassment were received.

40. 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.

41. 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:

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

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

• 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).

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

• One-time settlement of loan obtained from the
banks or financial institutions.

42 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 DirectorsPunit Lalbhai

Place: Ahmedabad Chairman

Date: May 28, 2026 DIN: 05125502