As on: Aug 20, 2026 12:31 PM
To the Members,
Your Directors are pleased to present the 9th (Ninth) Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended on March 31, 2026.
1. FINANCIAL PERFORMANCE
The Audited Financial Statements of the Company as on March 31, 2026 are prepared in accordance with the relevant applicable IND AS and provisions of the Companies Act, 2013.
The summarised financial highlight is depicted below:
fin Lakhs
Total Income
Profit Before Exceptional items
Profit Before Tax
Profit After Tax
2. PERFORMANCE REVIEW AND THE STATE OF COMPANY’S AFFAIRS
The total income of the Company was Rs.79,273.59 Lakhs during the year as against Rs.71,343.92 Lakhs in the previous year. The Company has reported net profit of Rs.10,774.64 Lakhs during the year under review as against profit of Rs.11,685.00 Lakhs in the previous year.
All time high opening Order Book of Rs.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 Rs.12/- per equity share of face value of Rs.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 Rs.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 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. 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 Rs. 6,53,50,000 equity shares of Rs.10/- each.
Issued and paid up shares Capital
During the year under review the Company has allotted 5,000 Equity Shares of Rs.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 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
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 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. 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 at https://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 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 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 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 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 202627 has been included in the Notice of the forthcoming 9th 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 Directors
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