Annu Projects Ltd Directors Report

COMPANY OVERVIEW AND STRATEGIC GROWTH ROADMAP:

Incorporated on 19^th June 2003, Annu Projects Limited began its journey as a specialist in Telecom Network Construction Solutions.

Over the past two decades, the Company has evolved into a diversified EPC player, expanding into Sewerage & Water Management, Irrigation, Power, Gas Pipelines, and Machinery Solutions.

With a reputation for execution excellence, reliability, and sustainability, Annu Projects has consistently delivered critical infrastructure that powers communities and industries. Indias EPC sector is entering a phase of strong growth, fuelled by: The rollout of 5G and fibre optic networks Flagship government initiatives such as Jal Jeevan Mission and Namami Gange Rapid expansion of city gas distribution and pipeline infrastructure Rising opportunities in renewable energy and smart urban infrastructure

These macro trends, combined with a global shift toward sustainability and digital project management, create a robust foundation for Annu Projects next phase of growth. Vision 2025 2030 & Growth Roadmap: Annu Projects Limited has outlined a five-year roadmap to consolidate leadership in telecom infrastructure while diversifying into rehabilitation, renewable energy, and urban infra projects. The Company is also strengthening its presence in water and sewerage solutions, expanding capabilities in gas pipelines and hydrogen-ready infrastructure, and embedding digital project management and green practices across operations. Projected Sales & Growth (FY 2025 2030):

Commitment to Growth & Sustainability: By FY 2030, the Company aspires to: Triple its business scale Build a well-diversified order book Drive operational efficiencies

With its proven execution track record, forward-looking strategy, and sustainability focus, Annu Projects Limited is well-positioned to deliver sustainable growth and stakeholder value, while playing a pivotal role in Indias infrastructure transformation. OPERATIONAL PERFORMANCE: The Company recorded a total income of Rs. 1821.01 million during the financial year 2024 25, as compared to Rs. 1549.69 million in the previous financial year 2023 24. The net profit for the financial year 2024 25 stood at Rs. 205.77 million, as compared to Rs. 177.07 million in 2023 24, translating to basic earnings per share of Rs. 4.61 for 2024 25, as against Rs. 4.14 in 2023 24.

TRANSFER TO RESERVES:

During the year under the review, your Company has not transferred any amount in reserves, Securities Premium stood at Rs. 116.56 million and retained earnings stood at Rs. 623.33 million as on 31.03.2025. DIVIDEND: Your Directors in order to conserve the resources do not recommend any dividend for the year 2024-25 under review.

CHANGE IN NATURE OF COMPANYS BUSINESS:

During the year under review, there is no change in the nature of companys Business. DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED: In accordance with the provisions of the Companies Act, 2013, and the Articles of Association, Mr. Sanjay Kumar Sarraf (DIN:01174144) will retire by rotation at the upcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the approval of the shareholders at the forthcoming Annual General Meeting.

Additionally, during the financial year 2024-2025, Mr. Sanjay Kumar Sarraf (DIN: 01174144) was appointed as Managing Director and Mr. Krishna Ranjan (DIN: 01265320) was appointed as Whole-Time Director, with effect from 15^th October, 2024. The said appointments were subsequently placed before the shareholders for their approval at the Extra-Ordinary General Meeting held on 9^th November, 2024.

Further, Mr. Rajan (DIN: 03370404) was appointed as Whole-Time Director with effect from 11^th November, 2024, and his appointment was placed before the shareholders for their approval at the Extra-Ordinary General Meeting held on 27^th May, 2025.

Further, during the year 2024-2025, three Independent Directors, namely Mr. Radhakrishnan Nagarajan (DIN: 00701892), Mr. Fareed Ahmed (DIN: 09698462) and Mr. Nalini Shastri Vanjani (DIN: 00996242), were appointed by the Board in its meeting held on 15^th October, 2024, and their appointments were also placed before the shareholders for approval at the Extra-Ordinary General Meeting held on 9^th November, 2024.

Furthermore, Mrs. Anita Sarraf (DIN:01266451) stepped down from the Board and resigned as Director of the Company with effect from 1^st November, 2024. The Board places on record its sincere appreciation for the valuable guidance, support and contributions made by her during her tenure as Director.

During the financial year 2024-25, Ms. Arpit Sharma was appointed as the Company Secretary of the Company in the Board meeting held on 11^th November, 2024 and was further designated as the Compliance Officer with effect from 16^th April, 2025. Mr. Kailash Chand Gupta was appointed as the Chief Financial Officer (CFO) of the Company in the Board meeting held on 24^th January, 2025. DETAILS OF HOLDING / SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES: During the financial year 2024-25 M/s. ANN Projects Private Limited, ceased to be subsidiary company w.e.f. 01^st April, 2024, the financial position of which is given in the Notes to Consolidated Financial Statements. The statement containing salient features of the financial statement of subsidiary company (Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts)

Rules, 2014) is further annexed as part of the Notes forming a part of the Consolidated Financial Statement as FORM AOC-1 as “Annexure I”. The company doesnt have any Holding / Joint Ventures/ Associate Companies at the start of the year, during the year or at the end of the year. DECLARATION BY INDEPENDENT DIRECTORS: Your Directors further inform the members that pursuant to the provisions of Section 149(7) of the Companies Act, 2013, a declaration has been received from the Independent Directors at the beginning of the financial year stating that the criteria of independence have been met as specified under subsection (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended form time to time.

PUBLIC DEPOSIT:

During the year under review, your Company has not accepted any public deposit within the meaning of provisions of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due for repayment.

RELATED PARTY TRANSACTIONS:

All the Related Party Transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and details of which are provided under Note No. 43 of notes forming part of financial statements.

The transactions are being reported in Form AOC-2 in terms of Section 188 of the Act read with applicable rules thereof in the Annexure- II.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There was no significant and material order passed by the regulators or courts during the year under review.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

Since the Company does not own any manufacturing facility, disclosure of particulars relating to conservation of energy and technology absorption in terms of Rule 8 of the Companies (Accounts) Rules, 2014 not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no foreign exchange inflow or outflow during the year under review.

MEETINGS OF THE BOARD:

The Board of Directors met 18 (Eighteen) times during the financial year 2024-2025. The meetings were held on 01^st April, 2024, 15^th June, 2024, 17^th June, 2024, 29^th July, 2024, 16^th August, 2024, 20^th August,2024, 09^th September, 2024, 19^th September, 2024, 23^rd September, 2024, 28^th September, 2024, 05^th October, 2024, 15^th October, 2024, 17^th October, 2024, 11^th November, 2024, 15^th November, 2024, 07^th January, 2025, 24^th January, 2025 and 28^th March, 2025.

The Composition and attendance for the above mentioned meetings are as follows:-

The Company has complied with the provisions of the Companies Act, 2013 regarding convening the Board Meetings.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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) the directors had 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) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS:

M/s Suresh Chandra & Associates, Chartered Accountants (Firm Registration No. 001359N) were appointed as Statutory Auditors of the Company for the First term of five consecutive years, commencing from the conclusion of 21^st Annual General Meeting (‘AGM) held on 30^th September, 2024 till the conclusion of 26^th AGM of the Company to be held in the year 2029. Suresh Chandra & Associates, Chartered Accountants, have confirmed their eligibility under section 141 of the Companies Act, 2013 and rules framed thereunder.

During the year under review, the Auditor did not report any matter under Section 143(12) of the Companies Act, 2013; therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013. The observations of the Auditor, if any, are explained wherever necessary, in the appropriate notes to the accounts. The Statutory Auditors Report does not contain any qualification, reservation or adverse remark, disclaimer or emphasis of matter. SHARE CAPITAL: During the financial year 2024-25, the share capital of the Company changed in the following manner: Increase in Authorised Share Capital: On 25/09/2024, the authorised share capital of the Company was increased from 5,00,00,000/- (Five Crores) divided into 50,00,000 equity shares of 10/- each to 70,00,00,000/- (Seventy Crores) divided into 7,00,00,000 equity shares of 10/- each.

Preferential Allotments (Pre-Bonus):

On 16/08/2024, the Company allotted 56,200 equity shares of 10/- each at a price of 890/- (including premium of 880/-). The paid-up share capital increased from 2,67,08,900/- to 2,72,70,900/-. On 19/09/2024, the Company allotted 1,43,310 equity shares of 10/- each at a price of 890/- (including premium of 880/-). The paid-up share capital increased from 2,72,70,900/- to 2,87,04,000/- On 23/09/2024, the Company allotted 5,620 equity shares of 10/- each at a price of 890/- (including premium of 880/-). The paid-up share capital increased from 2,87,04,000/- to 2,87,60,200/-

Bonus Issue:

On 28/09/2024, the Company allotted 4,31,40,300 equity shares of 10/- each as Bonus Shares. Consequently, the paid-up share capital increased from 2,87,60,200/- to 46,01,63,200/-

Preferential Allotments (Post-Bonus):

On 05/10/2024, the Company allotted 13,04,000 equity shares of 10/- each at a price of 75/- (including premium of 65/-). The paid-up share capital increased from 46,01,63,200/- to 47,32,03,200/-. On 15/10/2024, the Company further allotted 4,89,350 equity shares of 10/- each at a price of 75/- (including premium of 65/-). The paid-up share capital increased from 47,32,03,200/- to 47,80,96,700/-.

AUDIT COMMITTEE:

The Board of Directors, at its meeting held on 15^th October, 2024, constituted the Audit Committee in compliance with the provisions of Section 177 of the Companies Act, 2013 and applicable rules made thereunder.

Subsequently, the Audit Committee was reconstituted by the Board on 16^th April, 2025, the present composition of the Audit Committee is as follows:

The Audit Committee met 2 (Two) times during the financial year 2024-25, on 17^th October, 2024; and 28^th March, 2025 after its constitution on 15^th October, 2024, the Committee has been meeting periodically in line with statutory requirements.

NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors, at its meeting held on 15^th October, 2024, constituted the Nomination and Remuneration Committee (NRC) in accordance with the provisions of Section 178 of the Companies Act, 2013 and applicable rules made thereunder. Subsequently, the Committee was reconstituted by the Board on 16^th April, 2025.

The present composition of the Nomination and Remuneration Committee is as follows:

The NRC is entrusted with the responsibility of formulating criteria for determining qualifications, positive attributes and independence of Directors, recommending a policy relating to the remuneration of Directors, Key Managerial Personnel (KMP) and other employees, and evaluation of performance of Directors.

NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Schedule II Part D of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Nomination and Remuneration Policy had been framed for the appointment of Directors, Key Managerial Personnel and Senior Management and fixation of their remuneration. The Nomination and Remuneration Policy of the Company is annexed as Annexure III and forms part of this Report.

Your Directors inform the members that the Nomination and Remuneration Committee as well as the Board, endeavor to follow the policy, and all appointments in Board and Senior Management are considered at the meeting of the Committee and the Board.

FILING OF DRAFT RED HERRING PROSPECTUS (DRHP):

On 27^th June, 2025, after the close of the financial year 2024-25, the Company filed its Draft Red Herring Prospectus (“DRHP”) with the Securities and Exchange Board of India (SEBI), Bombay Stock Exchange of India Limited (BSE) and National Stock Exchange of India Limited (NSE), in connection with its proposed Initial Public Offering (IPO) of equity shares. This filing represents a significant milestone in the Companys growth journey and reflects its continued commitment to transparency, robust corporate governance practices and strengthening its capital base.

CORPORATE SOCIAL RESPONSIBILITY:

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken various projects directly or through implementation agencies in the areas of promotion of education. These projects have been carried out in accordance with the CSR Policy of the Company and are aligned with Schedule VII of the Companies Act, 2013.

The Board of Directors, in adherence to Section 135 of the Companies Act, 2013 and applicable rules, reconstituted the CSR Committee at its meeting held on 15^th October, 2024. The current composition of the CSR Committee is as follows:

The CSR Committee met 2 (two) times during the financial year 2024-25, on 28^th September, 2024 and 28^th March, 2025.

The CSR Committee is mandated to formulate and recommend the CSR Policy, oversee implementation of CSR initiatives, and ensure compliance with statutory obligations under the Act and Rules.

The CSR Policy, prepared in line with statutory requirements, is annexed as Annexure IV. The Annual Report on CSR activities, furnished as per the Companies (CSR Policy) Rules, 2014, is annexed as Annexure V and forms an integral part of this Report.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 (‘the Act) and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return is placed on the website of the company i.e. www.annuprojects.com.

CONVERSION OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED During the financial year 2024 25, the Company was converted from a Private Limited to a Public Limited company, pursuant to the approval of the members through a resolution passed at the ExtraOrdinary General Meeting held on 25^th June 2024. A fresh Certificate of Incorporation reflecting this change was issued on 25^th July 2024 by the Registrar of Companies, NCT of Delhi & Haryana.

MAINTENANCE OF COST RECORDS AND COST AUDIT:

Your Company is not required to maintain cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013.

RISK MANAGEMENT POLICY:

Your Company has a structured Risk Management Policy. The Risk Management Policy is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are integrated with the management process such that they receive the necessary consideration during decision making.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 IN LINE WITH THE PROVISIONS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company has complied with provisions relating to the constitution of Internal Complaints Committee for reporting concerns with regard to sexual harassment at workplace. Your Directors inform the members that during the year under review, Internal Complaint Committee did not receive any complaint with regard to sexual harassment.

SIGNIFICANT MATERIAL CHANGES AFTER BALANCE SHEET DATE AFFECTING FINANCIAL POSITION: There is no change which affects the financial position of the Company between the end of the financial year of the Company to which the financial statements relate i.e. 31^st March, 2025 and the date of Report i.e. 03^rd September, 2025.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees and investments are given in the notes to the financial statements at appropriate places.

PARTICULARS OF EMPLOYEES:

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ANNUAL EVALUATION BY THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annual evaluation has been done by the Board of its own performance, its committees and individual Directors. The manner of evaluation is mentioned in the Nomination and Remuneration policy which forms part of this Report. Your Directors feel pleasure in informing the members that the performance of the Board as a whole and its members individually was adjudged satisfactory. Further, every Independent Director of the Company is familiarized with the Company, their roles, rights, responsibilities in the Company, nature of industry in which Company operates, business model of the Company, etc., through various programs.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Vigil Mechanism as envisaged in the Companies Act 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are captured in the Companys Whistle Blower Policy to enable all the stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism. The Company has appointed a Nodal Officer to whom the complaints can be made. In exceptional cases an opportunity is provided to the Whistle Blower to make a direct appeal to the Chairperson of the Audit Committee. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rules, or regulations. The policy has been disclosed on the website of the Company at https://annuprojects.com/company-policies/.

MATERNITY BENEFIT:

The Company af rms that it has duly complied with all provisions of the Maternity Bene t Act, 1961, and has extended all statutory bene ts to eligible women employees during the year.

COMPOUNDING OF CSR NON-COMPLIANCE:

During the year under review, the Company noted certain past non-compliances relating to its CSR obligations. The Company had unspent CSR amounts aggregating to 1.22 million and 1.68 million in respect of Fiscal 2019 and Fiscal 2020, respectively, and had inadvertently not provided reasons for such non-spending in the Boards Reports for the said years, as required under Section 134(3)(o) of the

Companies Act, 2013. In this regard, the Company has filed an application for compounding before the Regional Director, Northern Region, New Delhi on June 17^th, 2025.

Further, unspent CSR amounts aggregating to 1.86 million and 1.81 million in respect of Fiscal 2021 and Fiscal 2022 were subsequently spent in Fiscal 2023. However, pursuant to the Companies (Amendment) Act, 2019 (effective January 22, 2021), such carry forward of CSR expenditure is not permissible except in the case of on-going projects, and unspent amounts are required to be transferred to a fund specified in Schedule VII of the Act. Accordingly, the Company has filed a compounding application with the Registrar of Companies, New Delhi on June 25^th, 2025, which is presently pending.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016: During the year under review, there were no applications made or proceedings pending in the name of Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS: During the year under review, there has been no one time settlement of loans taken from the Banks or Financial Institutions.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.