Your Directors are pleased to present the Fifth Annual Report together with the Audited Financial Statements of the company for the financial year ended on 31st March 2022.

1 FINANCIAL PERFORMANCE

The Audited Standalone and Consolidated Financial Statements of the Company as on 31st March 2022 are prepared in accordance with the relevant applicable IND AS and provisions of the Companies Act, 2013.

31st March 2022. 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 ' 7.90 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 (“Listing Regulations”), the Board of the Company has adopted a Dividend Distribution Policy, which is available on the website of the Company at www.anupenss.com > Investors > 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 2022 stood at ' 65,25,00,000/- divided into 6,52,50,000 equity shares of '10/-each.

Allotment of Shares

During the year company has allotted 50,000 Equity Shares to the eligible employees on exercise of the options granted under The Anup Engineering Limited - Employee Stock Option Scheme -2018.

During the year under review, the Company has neither issued shares with differential voting rights nor sweat equity shares. Consequently, post allotment the paid-up share capital of company as on 31st March 2022 stood at ' 9,88,11,500/- divided into 98,81,150 equity shares of '10/- each.

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 2022. 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, 2014 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 2022.

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), has been put in place to emphasize the underlying value system of the company and a firm belief that only in a healthy society healthy businesses flourish. It 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 changes that get incorporated in the schedule.

During the year under review, the company undertook three projects. These included an ongoing project of “Farmers' Skill Training” under the broad theme Rural Development, starting a new Rural Development Project around our proposed area of operation at Kheda and supporting a project of setting up a charitable pathology laboratory at Gandevi, Navsari in Gujarat. In addition, COVID relief operations were also undertaken.

The brief details of Corporate Social Responsibility Policy, initiatives undertaken and the amount spent during the financial year 2021-22 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 a robust Enterprise Risk Management framework which enables it to take certain risks to remain competitive and achieve higher growth and at the same time mitigate other risks to maintain sustainable results.

Under the framework, the Company has laid down a Risk Management Policy which 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 Risk Management Committee reviews the identified Risks and its mitigation measures annually.

The Company has identified 23 Risks - 9 Strategic Risks, 12 Operational Risks & 2 Regulatory Risks. Key Strategic Risks include timely completion of upcoming project, supply chain disruptions, reputational risks, enhancement of technical know-how and infrastructure upgradation. Key Operating Risks include price volatility in input materials, delayed delivery to customers, health and safety. Regulatory Risks includes litigation and regulatory compliance management.

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 policy identifies the threat of such events as “Risks”, which if occurred will adversely affect value to shareholders, ability of Company to achieve objectives, ability to implement business strategies, the manner in which the Company operates and reputation. Such risks are categorized into Strategic Risks, Operating Risks and Regulatory Risks.

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.

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 www.anupenss.com > Investors > Policies.

17 SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES/WHOLLY OWNED SUBSIDIARIES

As on 31st March 2022, 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 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 in respect of the subsidiary are also available on the website of the Company at www.anupengg.com > Investors>Financial Reports.

The Company has framed a policy for determining material subsidiaries, which has been available on the website of the Company at www.anupengg.com > Investors > Policies.

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. Sanjay S. Lalbhai (DIN: 00008329) shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment as the Director of the Company.

Key Managerial Personnel:

As per the provisions of Section 203 of the Companies Act, 2013, Mr. Rishi Roop Kapoor, Chief Executive Officer, Mr. Bhavesh Shah, 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 SEBI (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 available on the website of the Company at www.anupenss.com > Investors > 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 the website of the Company at www.anupengg.com > Investors > Policies.

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 SEBI (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 4 Meetings of the Board of Directors, 4 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, 2 meetings of Risk Management Committee and 1 meeting of Independent director committee and 7 meeting of Management Committee were held during the financial year ended 31st March 2022. 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 2022, 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 SEBI (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 www.anupengg.com > Investors > 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:

M/s. Sorab S. Engineer & Co., Chartered Accountants (ICAI Registration No.110417W), Statutory Auditors of the Company were appointed as Statutory Auditors of the Company for a period of five years at the 1st Annual General Meeting of the Company held on 29th September 2018 till the conclusion of 6th Annual General Meeting of the Company pursuant to the provisions of Section 139(1) of the Companies Act, 2013.

The Report given by the Auditors on the financial statements along with the notes to the financial statements of the Company for the financial year 2021-22 is forming part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

Cost Auditors:

M/s. Maulin Shah & Associates, Cost Accountants, Ahmedabad (Firm Registration No. 101527) carried out the cost audit for applicable business during the year. The Board of Directors has appointed them as Cost Auditors for the financial year 2022-23. The remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Members' ratification for the remuneration payable to M/s. Maulin Shah & Associates, Cost Auditors is included as item No. 4 of the notice convening the Annual General Meeting.

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 2021-22. The Secretarial Audit Report is annexed herewith as Annexure-C 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 read with Schedule V of the Listing Regulations.

29 BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as required by Regulation 34 (2) of the SEBI (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 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 to the Board's Report.

31 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 2022 is available on the website of the Company at www.anupenss.com > Investors > Updates.

32 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 Board's Report.

33 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 2021-22, No complaints of sexual harassment were received by the AICC.

34 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.

35 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 2022

Sanjay S. Lalbhai

Chairman DIN: 00008329

1

PERFORMANCE REVIEW AND THE STATE OF COMPANY’S AFFAIRS

On Standalone Basis

The total income of the Company was ' 29,278.18 Lakhs during the year as against ' 28,285.74 Lakhs in the previous year. The Company has reported net profit of ' 6,285.24 Lakhs during the year under review as against profit of ' 5,376.43 Lakhs in the previous year.

On Consolidated Basis

The consolidated total income of the Company was ' 29,200.93 Lakhs during the year as against ' 28,268.39 Lakhs in the previous year. The Company has reported consolidated net profit of ' 6,205.44 Lakhs during the year under review as against profit of ' 5,352.32 Lakhs in the previous year.

Order Book

All time high opening order book of ' 393 Crores.

2

DIVIDEND

The Board of Directors have recommended a final dividend of ' 8.00 (80%) per equity share of ' 10/- each for the year ended on