To,

The Members,

Your Directors are pleased to present the 6th (Sixth) Annual Report together with the Audited Financial Statements of the company for the financial year ended on 31st March 2023.

1 FINANCIAL PERFORMANCE

The Audited Standalone and Consolidated Financial Statements of the Company as on 31st March 2023 are prepared in accordance with the relevant applicable IND AS and provisions of the Companies Act, 2013.

The summarized financial highlight is depicted below:

(` in Lakhs)

* There is negligible impact on consolidated financials as its Subsidiary has not yet started its operation during the year under review.

2 PERFORMANCE REVIEW AND THE STATE OF COMPANY'S AFFAIRS

On Standalone Basis

The total income of the Company was ` 41,573.40 Lakhs during the year as against ` 29,278.18 Lakhs in the previous year. The Company has reported net profit of ` 5,463.03 Lakhs during the year under review as against profit of ` 6,285.24 Lakhs in the previous year.

On Consolidated Basis

The consolidated total income of the Company was ` 41,258.02 Lakhs during the year as against ` 29,200.93 Lakhs in the previous year. The Company has reported consolidated net profit of ` 5,143.00 Lakhs during the year under review as against profit of ` 6,205.44 Lakhs in the previous year.

Order Book

All time high opening order book of ` 530.00 Crores as on 31st March 2023.

3 DIVIDEND

The Board of Directors at their meeting held on 17th May 2023, have recommended a final dividend of ` 15/- (150 %) per equity share of ` 10/- each for the financial year ended on 31st March 2023. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting. The final dividend on equity shares, if approved by the members, would involve a cash outflow of approximately ` 15.00 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 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 SHARE CAPITAL

During the financial year under the review, there has been no change in the Authorised Capital of the Company. The Authorised share capital of the company as on 31st March 2023 stood at ` 65,25,00,000/- divided into 6,52,50,000 equity shares of ` 10/- each.

Change in Share Capital

During the year under review, the Company has neither issued shares with differential voting rights nor sweat equity shares.

8 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"). The Company has issued 87,500 options under TAEL ESOS - 2018, 58,371 options under TAEL ESOS (DEMERGER) - 2018 and 57500 options under Anup - ESOS 2019 up to 31st March 2023. All these options are convertible into equal number of Equity Shares of face value of ` 10/- each.

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 the Board's Report.

9 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.

10 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 2023.

11 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.

12 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.

During the year under review, the company undertook two projects. These included an ongoing project of "Farmers' Skill Training" under the broad theme Rural Development and have completed the need assessment study for starting the Rural Development Project around our proposed area of operation at Kheda.

The brief details of Corporate Social Responsibility Policy, initiatives undertaken and the amount spent during the financial year 2022-23 is enclosed as Annexure-B to the Board's Report.

13 HUMAN RESOURCES

A company grows when its people grow. At Anup we believe that talent truly shapes organizational success and destiny. There is highest commitment to investing in hiring the right talent, sustainably engaging and developing them, retaining and rewarding them to deliver organizational results and growth. An important focus area for the organization has been to respond to trends shaping the future of work that make the company agile, productive and help improve HR systems, processes and enhance employee experience. The company has invested efforts in bringing effectiveness in hiring and creating an employer brand, creating internal mobility, reorganizing structures in line with business plans and performance and establishing the right rewards and recognition. To ensure that our employees continue to challenge themselves and grow, the company has brought a significant focus to internal mobility and to rotating employees across different functional roles in order to grow into higher roles. On learning our focus shall continue to be towards digitalization of learning and introduction of various e-learning courses on managerial & functional competencies. Adoption of digital tools, incorporation of hybrid work culture, in our new way of working has ensured that our employees are equipped to work with these through the right skills. While doing so, we have been cognizant of understanding what motivates and engages our people and how they perceive their work environment. Therefore, we encourage open and regular dialogue between managers and their team members and offer hand holding support which ensures our people feel comfortable to speak up, raise concerns and are empowered to initiate improvements. Our approach to performance management is a holistic one wherein, while holding people accountable, we look at continuous development and create opportunities for them to excel in new and or larger roles. This approach is directly linked to our compensation framework and promotion process. We also offer a wide range of benefits to our employees.

To ensure we develop future leaders, we provide a number of opportunities to foster management and leadership skills. The purpose is to equip our people with the necessary capabilities to lead the organization through change, develop their teams, manage performance and ensure business success in line with the organizational strategy.

14 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 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/.

15 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.

16 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/.

17 SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES/WHOLLY OWNED SUBSIDIARIES

As on 31st March 2023, the Company has a one wholly own subsidiary company namely "Anup Heavy Engineering Limited". 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 enclosed as Annexure-C to the Board's Report. 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 in respect of the subsidiary are 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/.

Amalgamation of Anup Heavy Engineering Limited (‘AHEL')

The Scheme of Amalgamation between The Anup Engineering India Limited (‘TAEL') and Anup Heavy Engineering Limited (‘AHEL') and their respective shareholders and creditors (‘Scheme') under Sections 230 to 232 of the Companies Act, 2013 was approved by the Board of Directors of TAEL and AHEL respectively and necessary application/petitions for amalgamation were filed with Honorable National Company Law Tribunals (‘Tribunal'), Bench at Ahmedabad.

The Company had filed a First Motion Petition with the Honorable National Company Law Tribunal, Ahmedabad (‘Tribunal') along with relevant annexures through the online mode on 27th March 2023. The hearing of the petition was held on 21st April 2023 and the Tribunal on its order dated 17th May 2023 had dispensed all the meetings of AHEL (Transferor Company) and TAEL (‘Transferee Company'). The Company expects the completion of Amalgamation in FY 2023-24.

18 DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:

The Board of Directors consists of 6 members, out of which 3 are Independent Directors including one women Independent 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. 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.

Key Managerial Personnel:

During the year under review Mr. Rishi Roop Kapoor resigned as Chief Executive Officer of the company as on 8th October 2022 and after close of the financial year Mr. Bhavesh Shah resigned as Chief Financial Officer of the company as on 10th April 2023. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee (NRC), appointed Mr. Reginaldo Dsouza as Chief Executive officer of the Company as on 8th October 2022 and Mr. Nilesh Hirapara as Chief Financial Officer of the company as on 10th April 2023 as per the provisions of Section 203 of the Companies Act, 2013, Hence as on date this report Mr. Reginaldo Dsouza, Chief Executive Officer, Mr. Nilesh Hirapara, Chief Financial Officer and Mr. Chintankumar Patel, Company Secretary are the key managerial personnel of the Company.

19 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.

20 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 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/.

21 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 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/disclosures/.

22 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.

23 BOARD AND COMMITTEE MEETINGS

A total 6 Meetings of the Board of Directors, 5 meetings of Audit Committee, 1 meeting of Nomination and Remuneration committee, 1 meeting of Stakeholder's Relationship Committee, 2 meetings of Corporate Social Responsibility Committee, 3 meetings of Risk Management Committee and 1 meeting of Independent director committee and 6 meeting of Management Committee were held during the financial year ended 31st March 2023. Further the details of the Board and the Committee meetings are provided in the Corporate Governance Report forming part of this Report.

24 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 2023, 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.

25 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/.

26 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.

27 AUDITORS AND AUDITORS' REPORT Statutory Auditors:

In line with 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 from the conclusion of the 1st Annual General Meeting till the conclusion of the ensuing 6th Annual General Meeting.

M/s. Sorab S. Engineer & Co., Chartered Accountants, Ahmedabad will complete their first term of 5 consecutive years as the Statutory Auditor of the Company at the ensuing 6th Annual General Meeting. As recommended by the Audit Committee and the Board of Directors of the Company and in terms of Section 139 of the Companies Act, 2013, it is proposed to re-appoint M/s. Sorab S. Engineer & Co., Chartered Accountants, Ahmedabad as the Statutory Auditor of the Company, for second term of 5 years from the conclusion of the 6th Annual General Meeting till the conclusion of the 11th Annual General Meeting.

The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2023. 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 2022-23, 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 2023-24. 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 2023-24 has been included in the Notice of the forthcoming 6th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Ankita Patel, Company Secretary in practice, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report is annexed herewith as Annexure–D to the Board's Report. There were no qualifications, observations, reservations, comments or other remarks in the Secretarial Audit Report, which have any adverse effect on the functioning of the Company.

28 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 Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V of the Listing Regulations.

29 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 Boards' Report and forms an integral part of this report.

30 SECRETARIAL STANDARDS

During the year under review, the Company has complied with the provisions of Secretarial Standard -1 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India.

31 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-E to the Board's Report.

32 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 2023 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/.

33 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-F to the Board's Report.

34 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.

Arvind Internal Complaints Committee (AICC) is formed and its details are declared across the organization. All AICC members are trained by subject experts on handling the investigations and proceedings as defined in the policy During the financial year 2022-23, No complaints of sexual harassment were received by the AICC.

35 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.

36 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.

37 ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Company's customers, vendors, bankers, auditors, investors, Government authorities and stock exchanges during the year under review. Your Directors place on record their appreciation of the contributions made by employees at all levels. Your Company's consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board of Directors Place: Ahmedabad Date: 17th May 2023

Sanjay S. Lalbhai

Chairman DIN: 00008329

Annexure – A to the Directors' Report

Disclosures under Regulation 14 of the SEBI (Share based Employee Benefits and Sweat Equity) Regulations, 2021

Annexure – C to the Directors' Report

Form AOC - 1

(Pursuant to first proviso to sub - section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Part "A": Subsidiaries

` in Lakhs

The following information shall be furnished at the end of the statement:

1 Names of subsidiaries which are yet to commence operations: None

2 Names of subsidiaries which have been liquidated or sold during the year: None

Part "B": Associates and Joint Ventures

There are no associate companies and joint ventures during the current financial year

The following information shall be furnished at the end of the statement:

1 Names of Associates or Joint Ventures which are yet to commence operations: None

2 Names of Associates or Joint Ventures which have been liquidated or sold during the year: None

For and on behalf of Board of Directors of the Anup Engineering Limited

Annexure – E to the Directors' Report

A CONSERVATION OF ENERGY:

The Company's operations involve low energy consumption. Energy conservation is first priority at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in maintenance and distribution systems and through improved operational techniques. Uses of natural lights are resorted at factory premises to save energy. Wherever possible, energy conservation measures have been implemented. Efforts to conserve and optimize the use of energy will continue.

Power and fuel consumption:

Technology absorption, adaption and innovation:

a) The Company is continuously endeavouring to upgrade its technology from time to time in all aspects through in-house R&D primarily aiming at reduction of cost of production and improving the quality of the product.

b) The company has adopted a technology to fabricate and supply Helical Baffle Heat Exchanger for global markets.

c) The company has signed a technology partnership who are the inventors and leaders in Embaffle Heat Exchangers technology. This technology had made us the only fabricator in India, with such capability.

Research & Development:

a) Specific areas in which R & D carried out by the Company: The Company has a research & development Laboratory recognized by the Department of Science and Technology. It is engaged in process improvement, product improvement, development of analytical methods and technical services for development of improved control.

b) Benefit derived as a result of R & D: As a result of Company's research and Development Laboratory, Company is benefited by process and product improvement.

c) Future plan of action: The Company will continues to lay emphasis on the main areas of R & D set out under Para (a) above.

d) R & D Expenditure:

(` in Lakhs)

Annexure – F to the Directors' Report

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014

* Excluding the perquisite value being the difference between exercise price and market price on exercise date in respect of ESOPs and Employment is for part of the period, either in current year or in previous year.

Management Discussion and Analysis

(a) Industry structure and developments:

The Company caters to wide range of process industries including Oil & Gas, Petrochemicals, LNG, Fertilizers, Chemicals, Power, Water, Paper & Pulp and Aerospace with its extensive product range of Heat Exchangers, Reactors, Pressure Vessels, Columns & Towers, Industrial Centrifuges & Formed Components. We are witnessing a strong Capex cycle in the Capital goods, both domestic and International, which works well for manufacturers in this space. India is surely playing a very dominant role in the manufacture and supply of critical process equipment globally through its improved capacities, capabilities and a strong reputation on Quality. Hydrogen as an energy source is also witnessing a strong push on the energy transition road map. Sizeable number of projects are being announced which presents multiple opportunities for manufacturers like us.

Opportunities: The buoyant Capex cycle across the Capital goods segment presents ample Opportunities in this space. Post pandemic, over dependence on a country flagged as a big risk for most buyers globally. That's where India emerges as one of the best choices. This is manifesting into good number of orders being bagged by Indian manufacturers like us in this space, providing a good opportunity to improve exports share. The timely expansion at our new state of the art facility at Kheda provides us that added opportunity to take a larger pie. The growth in the specialty chemical segment also means higher possibilities in the exotic/ finer grade material segment which narrows down the competition.

Threats: Being largely steel intensive, the volatile nature of the dependent commodities influence our raw- material cost, thus impacting profitability. It is important to have a robust predictive model to be able to forecast and thereby time the raw material purchasing. Also being into a customized business where every product is designed and made to order, labor skills play an important role especially skilled Fitters & Welders. The availability of skilled workforce to fuel the growth aspirations is always going to be a challenge. Hence high focus on Automation & Productivity improvements, both on the shop floor and office, is the key.

(c) Segment–wise or product-wise performance:

Historically, we have been dominant in the Shell & Tube heat exchangers which formed almost 75% of our annual revenue. Now with our new manufacturing plant at Kheda with close proximity to the National highway provides us that opportunity to address larger sized equipment. Therefore our product range would improve more on Reactors, Vessels, Columns and other larger sized equipment's in future. But Heat exchanger will still continue to be the dominant product. In FY 2023, the Heat exchanger formed 76% of our revenue.

Our customer focus helps us in our endeavour in innovation and also strengthen our capabilities for providing customer satisfaction through differentiated offering. On our Product enhancement, we made good inroads, some memorable first's like our 1st Polymerization reactor successfully delivered, Our highest thickness Reactor supplied, Our 1st Secondary reformer order, are few examples of enhanced product offering. Our breakthrough order in the Floating LNG segment (FLNG) signifies our presence in the offshore opportunities as well. Our impeccable record on ONTIME DELIVERY performance in line with the benchmark sets us apart as a Reliable & Trusted supplier, globally.

(d) Outlook:

The return to normalcy post Covid pandemic meant an increase in the crude Oil requirement back to around the 100mbpd mark. This coupled with the sustained level of crude price over the break- even point meant feasibility of new projects into this space. Also the focus on self-sufficiency, post the pandemic and the current geopolitical uncertainties, have led to countries announcing new green field & brown field projects into the Refining & Petrochemical space. Also The GDP growth aspirations announced by developing countries meant Oil & Gas and Petroleum products will continue to be an important part of their energy mix driving the growth.

In India, we have seen through many announcements that India wants to double the refining capacity by 2030 and also sees a big opportunity to take lead in Petrochemical products. This has manifested into many projects hitting the ground like the Petrochemical expansions, PVC & PTA plants to name a few. Announcement of new coal/ lignite gasification plants also provides new opportunities in this segment.

On sustainability, the journey towards newer energy mix, especially Green Hydrogen storage & transmission, brings about huge opportunities for critical process equipment. As the new energy mix picks up, Natural gas will continue to be seen as an important part during the transition phase. We are well placed to be a part of this opportunity.

A good Capex cycle in the capital goods industry provides a strong tailwind to continue our growth momentum, providing opportunity both in domestic and also improving our Exports.

(e) Risks and concerns:

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 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/

(f) 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.

(g) Discussion on financial performance with respect to operational performance:

This discussion covers the financial results and other developments during the Financial Year 2022-23 in respect of the Company. Published result is as prepared on Indian Accounting Standards (IND AS). Highlights below given only for comparison.

(` in Lakhs)

Overall revenues for the year grew 42.71% and stood at ` 41,133.81 Lakhs. Sales and Other income for the year ended 31st March 2023 were ` 41,573.4 Lakhs as compared to ` 29,278.18 Lakhs on 31st

March 2022. The net profit stood at ` 5,463.03 Lakhs (previous year

` 6,285.24 Lakhs).

Strong order pipeline of ` 530.00 Crores as on Q4 end to provide good execution visibility.

(h) Material developments in Human Resources / Industrial Relations front, including number of people employed:

A company grows when its people grow. At Anup we believe that talent truly shapes organizational success and destiny. There is highest commitment to investing in hiring the right talent, sustainably engaging and developing them, retaining and rewarding them to deliver organizational results and growth.

An important focus area for the organization has been to respond to trends shaping the future of work that make the company agile, productive and help improve HR systems, processes and enhance employee experience.

The company has invested efforts in bringing effectiveness in hiring and creating an employer brand, creating internal mobility, reorganizing structures in line with business plans and performance and establishing the right rewards and recognition.

To ensure that our employees continue to challenge themselves and grow, the company has brought a significant focus to internal mobility and to rotating employees across different functional roles in order to grow into higher roles.

On learning our focus shall continue to be towards digitalization of learning and introduction of various e-learning courses on managerial & functional competencies. Adoption of digital tools, incorporation of hybrid work culture, in our new way of working has ensured that our employees are equipped to work with these through the right skills.

While doing so, we have been cognizant of understanding what motivates and engages our people and how they perceive their work environment. Therefore, we encourage open and regular dialogue between managers and their team members and offer hand holding support which ensures our people feel comfortable to speak up, raise concerns and are empowered to initiate improvements. Our approach to performance management is a holistic one wherein, while holding people accountable, we look at continuous development and create opportunities for them to excel in new and or larger roles. This approach is directly linked to our compensation framework and promotion process. We also offer a wide range of benefits to our employees.

To ensure we develop future leaders, we provide a number of opportunities to foster management and leadership skills. The purpose is to equip our people with the necessary capabilities to lead the organization through change, develop their teams, manage performance and ensure business success in line with the organizational strategy.

As on 31st March 2023 there were 205 permanent employees of Management Staff on role of the Company.

(i) Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations thereof, including:

(j) Cautionary Statement:

Statements in this report on describing the Company's objectives, expectations or predictions may be forward looking statements within the meaning of applicable security laws or regulations. These statements are based on certain assumptions and expectations of future events. Actual results could however differ materially from those expressed or implied.

The Company assumes no responsibility in respect of the forward looking statements herein which may undergo changes in future on the basis of subsequent developments, information or events.