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
| Particulars |
Standalone |
Consolidated |
|
FY 2025-26 |
FY 2024-25 |
FY 2025-26 |
FY 2024-25 |
| Revenue from operations |
78,943.70 |
70,826.50 |
82,228.77 |
73,278.60 |
| Other Income |
329.89 |
517.42 |
313.02 |
513.41 |
Total Income |
79,273.59 |
71,343.92 |
82,541.79 |
73,792.01 |
| Profit before Finance Cost, Depreciation
& Amortisation, Tax Expenses and Exceptional items |
17,249.37 |
16,739.10 |
17,729.24 |
17,028.39 |
| Finance Cost |
830.09 |
319.44 |
869.83 |
326.47 |
| Depreciation & Amortisation |
2,719.08 |
2339.27 |
2,784.10 |
2,381.90 |
Profit Before Exceptional items |
13,700.20 |
14,080.39 |
14,075.31 |
14,320.02 |
| Exceptional items |
(130.52) |
- |
(145.26) |
- |
Profit Before Tax |
13,569.68 |
14,080.39 |
13,930.05 |
14,080.39 |
| (i) Current Tax |
3,369.00 |
2,915.00 |
3,468.86 |
3,006.92 |
| (ii) Deferred Tax Charge/(Credit) |
(40.01) |
(173.95) |
(45.97) |
(171.51) |
| (iii) Excess provision of tax for to earlier
years written back |
(533.95) |
(345.66) |
(532.08) |
(345.66) |
Profit After Tax |
10,774.64 |
11,685.00 |
11,039.24 |
11,830.27 |
| Other Comprehensive income/(loss) |
(105.57) |
(74.13) |
(97.71) |
(73.55) |
| Total Comprehensive Income /(Loss) for the
year Net of Tax |
10,669.07 |
11,610.87 |
10,941.53 |
11,756.72 |
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.
| Particulars |
No. of Equity Shares |
Face Value (f) |
Paid-up Share Capital (f) |
| Paid up Capital of the Company as on April 1,
2025 |
2,00,26,466 |
10/- |
20,02,64,660 |
| Equity Shares allotted under ESOP during the
year under review |
5,000 |
10/- |
50,000 |
| Paid up Capital of the Company as on March
31,2026 |
2,00,31,466 |
10/- |
20,03,14,660 |
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 |
|
|
Punit Lalbhai |
| Place: Ahmedabad |
Chairman |
| Date: May 28, 2026 |
DIN:05125502 |
|