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Anand Projects Ltd			Industry : Construction


BSE Code:	501630	NSE Symbol:	Not Listed	P/E(TTM):	0

ISIN Demat:	INE134R01013	Div & Yield %:	0	EPS(TTM):	0

Book Value(Rs):	1.916129	Market Cap ( Cr.):	2.28	Face Value(Rs):	10

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The Members,

ANAND PROJECTS LIMITED

The Board of Directors have pleasure in presenting their 90^th Annual Report together with Audited Statement of Accounts for the year ended March 31^st, 2025.

FINANCIAL RESULTS

The summarised financial results of the Company for the year ended March 31, 2025 are presented below:

Particulars	Standalone		Consolidated
	Current Year 2024-25	Previous Year 2023-24	Current Year 2024-25	Previous Year 2023-24
Total Income	319.42	4,514.20	319.42	4,514.20
Total Expenses	584.54	6,384.80	584.54	6,384.80
Profit before tax and share of	(265.12)	(1,870.60)	(265.12)	(1,870.60)
profit/ (loss) of associate
Share of profit/ (loss) of associate	-	-	-	-
Profit/ (loss) before tax	(265.12)	(1,870.60)	(265.12)	(1,870.60)
Tax Expenses:
For the current year	4.56	1.72	4.56	1.72
For the prior years	63.32	0.76	63.32	0.76
Deferred Tax	613.91	1,102.03	613.91	1,102.03
Total Tax Expenses	681.79	1,104.51	681.79	1,104.51
Profit/ (loss) after Tax	(946.91)	(2,975.11)	(946.91)	(2,975.11)
Other Comprehensive income for the year, net of tax	(0.10)	12.21	(0.10)	12.21
Total Comprehensive Income	(947.01)	(2,962.90)	(947.01)	(2,962.90)
Balance brought forward	871.83	3,834.73	871.83	3,834.73
Appropriations	-	-	-	-
Transfer to General Reserve	-	-	-	-
Balance carried to Balance Sheet	(75.18)	871.83	(75.18)	871.83

FINANCIAL PERFORMANCE

The total income of the company for the year under review is 319.42 lakh as compared to 4,514.20 lakh recorded in the previous year. Net loss after tax stood at 946.91 lakh as compared to net loss of 2,975.11 lakh in the previous year.

AMOUNT THE COMPANY PROPOSES TO CARRY TO ANY RESERVES

The Company proposes to transfer the following amounts to reserves:

Name of Reserve	Amount Transferred
Nil	NA

DIVIDEND

Due to losses in the Company, your Directors have not recommended any dividend on the equity shares for the year under review.

FUTURE OUTLOOK

The business landscape is always full of challenges, but your Company remains positive about the future. We are confident that we will be able to grow our order book significantly by winning more contracts and orders in the years ahead. Meanwhile the Company is rendering Business Support Services to reduce the current losses and enhance value of the Company.

This confidence comes from the successful work we have done on the 1980 MW Super Critical Thermal Power Project at Lalitpur, District Jhansi, Uttar Pradesh. We have received a very positive response and are currently carrying out Engineering, Procurement, and Construction (EPC) services in the power sector there.

By focusing on quality, timely delivery, and meeting our customers' expectations, we believe the Company is in a strong position to seize new opportunities and continue growing.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 and the rules made there under, for the time being in force.

MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE

There have been no material changes and commitments affecting financial position of the Company that have occurred between the balance sheet date and date of this report.

IMPACTING ON GOING CONCERN STATUS AND COMPANY'S OPERATIONS

During the year under review, there have been no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and Company's operation in future.

CAPITAL/ FINANCE

As on March 31, 2025, the issued, subscribed and paid-up share capital of your Company stood at Rs. 93,42,900/-, comprising 9,34,290 Equity shares of Rs. 10/- each.

The Company has not availed any credit facilities / financial assistance from any Financial Institution(s) and/or Bank(s). The Company is debt free Company.

LISTING OF SECURITIES

The Company's equity shares are listed on BSE Limited. The Annual Listing fees for the year 2025-2026 have been paid by the Company to BSE Limited. All the stakeholders are further requested to have Dematerialization of equity shares held by them (if not dematerialized yet) at the earliest, for trading of shares only after meeting the criteria / parameters / norms / requirements of the Stock Exchange, for trading of the shares.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 (as applicable / required) are given in the notes to the Financial Statements.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

During the year under review, Ojas Industries Private Limited continues to be the Associate Company of your Company.

Pursuant to the provisions of Section 129 of the Companies Act, 2013 and Rule 5 of the Companies (Accounts) Rules 2014, statement containing the salient features of the financial statements of its associate company in the manner prescribed under the Companies Act, 2013 is attached as "Annexure I" and forms part of this report.

PERFORMANCE FINANCIAL POSITION OF ASSOCIATES

1. OJAS INDUSTRIES PRIVATE LIMITED ("OIPL")

As on March 31, 2025, the Company holds 9,900 equity shares of Rs. 10/- each constituting 49.50% of the total share capital of OIPL.

During the year under review, the brief summary of Operations of the OIPL is as below:-

Particulars	as at 31.03.2025 (In Lakhs)
Total Income	908.80
Total Expenses	561.74
Profit / (Loss) before Tax	347.06
Less: Current Tax	-
Less: Deferred Tax	1.03
Net Profit / (Loss) after Tax	346.03

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulations 34 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015, the management discussion and analysis is set out in this report.

DIRECTORS AND KEY MANEGERIAL PERSONNEL

Retirement by rotation

In pursuance to the applicable provisions of the Companies Act 2013 read with (Articles of Association of the Company), Mr. Rajesh Kumar Sharma (DIN: 09388677), Whole Time Director retires at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The Board recommends his re-appointment.

Appointment of Company Secretary & Compliance officer

During the period under review, the Board in accordance with the provisions of the Section 203 of Companies Act, 2013 and the Regulation 6(1) of Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing

Regulations') appointed Ms. Pranjali Gupta (M.No. A-67377) as Company Secretary & Compliance officer of the Company with effect from August 11, 2025.

In the opinion of the Board, Ms. Pranjali Gupta is a person of integrity and possesses the requisite qualifications, experience and expertise required for discharging her duties as Company Secretary & Compliance officer.

The Board recommends her appointment.

Resignation of Company Secretary and Compliance Officer

During the period under review, Mr. Neeraj Khari (M.No. A-63204) tendered his resignation from the post of Company Secretary and Compliance Officer of the Company.

The Board of Directors, in accordance with the provisions of Section 203 of the Companies Act, 2013 and Regulation 6(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, accepted his resignation with effect from May 31^st, 2025.

The Board places on record its appreciation for the valuable services rendered by Mr. Neeraj Khari during his tenure as Company Secretary and Compliance Officer.

DETAILS OF BOARD MEETINGS

The Board met 6 (Six) times during the financial year, the detail of which are given in the corporate governance report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

COMMITTEES OF BOARD

During the year under review, the details of composition of the various Committees of the Board of Directors (including re-constitution) are as under:-

(1) Audit Committee	(2) Nomination and Remuneration Committee
(3) Stakeholders' Relationship Committee	(4) Corporate Social Responsibility Committee
(5) Vigil Mechanism Committee	(6) Finance and Borrowing Committee

All the above mentioned committees consist maximum of independent directors. A detailed note on the composition of the Board and its committees is provided in the corporate governance report section of this Annual Report.

POLICIES

The Company has adopted the following policies and codes, in terms of requirements of Companies Act, 2013 and relevant updated SEBI regulations and these are reviewed periodically by the Board and updated based on need and new compliance requirement, as applicable upon the Company, from time to time:-

1. Corporate Social Responsibility (CSR) Policy	2. Policy to Determine Material Subsidiary
3. Risk Management Policy & Procedure	4. Related Party Transaction Policy (Policy & Standards Operating Process)
5. Vigil Mechanism / Whistle Blower Policy	6. Code of practices & procedures for fair disclosure of unpublished price sensitivity information
7. Code of Conduct for Regulating, Monitoring & Reporting of Trading by Insiders	8. Board Performance Evaluation Policy (Policy & Standards Operating Process)
9. Nomination & Remuneration Policy	10. Criteria for Determining Qualifications, Positive Attributes & Independence of a Director
11. Familiarization Programme for Independent Directors	12. Policy on Archiving & Preservations of Documents
13. Policy for Determination of Materiality of Events or Information Financial Controls for Disclosure to the Stock Exchange	14. Policy & Procedures on Internal
15. Dividend Distribution Policy	16. Code of conduct for the Directors and Senior Management
17. Code of Conducts for Independent 18. Succession Plan for the Board and Directors	Senior Management

A detailed note on the Policies of the Board is provided in the corporate governance report section of this Annual Report.

DECLARATION FROM INDEPENDENT DIRECTOR

The Company has received necessary declaration from each independent director(s) under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 159(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EXTRACT OF ANNUAL RETURN

This is for the information of the members, the requirement to attached extract of annual return in form MGT-9 has been omitted vide the Companies (Management and Administration) Amendment Rules, 2021 dated 05.03.2021, therefore your Company has not attached the extract of the annual return in Form MGT-9 with the Board's report for the F.Y. 2024-25.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. A policy in this regard has been framed by the Company for effective formulation of Internal Financial Controls.

BOARD EVALUATION

Pursuant to the Companies Act, 2013 and Listing Regulations, the Board conducted its annual performance evaluation, covering the Board, its Committees, and individual Directors. Feedback was obtained through a structured questionnaire assessing Board composition, culture, governance, and execution of duties.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the respective Committee Meeting(s) of the Company was also carried out by the Independent Directors, taking into account the views of the Executive Director and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement 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

(d) a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

(e) 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;

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

(g) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(h) 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.

AUDITOR AND AUDITOR'S REPORT

The members in their 88^th Annual General Meeting, have already approved the appointment of M/s. Chopra Vimal & Co., Chartered Accountants (Firm Registration No. 06456C) as Statutory Auditors of the Company for the next Five years i.e. from the conclusion of the 88^th AGM till the conclusion of the 93^th AGM to be held in the year 2028.

Ministry of Corporate Affairs vide its notification dated May 07^th, 2018 omitted the requirement to ratify the appointment of Statutory Auditors of the Company in every annual general meeting.

The Notes on financial statement referred in the Auditors' Report for the F.Y. 2024-25 are self explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

The observations and comments given in the report of the Auditors read together with notes to accounts are self-explanatory and hence do not call for any further information and explanation or comments under Section 134(3)(f) of the Companies Act, 2013. The report does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDITORS AND THEIR REPORT

The Secretarial Audit Report for the financial year 2024-25, issued by Mr. Amit Kansal, a peer-reviewed Practicing Company Secretary, is attached as "Annexure-II" to this Report. The report does not contains any qualifications or reservations that could materially impact the Company's operations.

Further, in accordance with Regulation 24A and other applicable provisions of the SEBI Listing Regulations, read with Section 204 and 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 August 11, 2025, approved and recommended to the Members the appointment of Mr. Amit Kansal (ICSI Certificate of

Practice No. 10283) as the Secretarial Auditor for a term of five consecutive years, from April 1, 2025, to March 31, 2030.

REPORT ON CORPORATE GOVERNANCE

The Company recognizes and embraces the importance of Corporate Governance. Corporate Governance is about maximizing shareholder's value legally, ethically and sustainably. Anand believe sound corporate governance is critical to enhance and retain investor trust. Our disclosure seeks to attain the best practices in efficient corporate governance. Our Corporate Governance report for the year ended as at March 31^st, 2025 forms part of this Annual Report.

SECRETARIAL STANDRADS

In terms of Section 118(10) of the Companies Act, 2013, the Company is complying with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government.

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the auditors' certificate on corporate governance is enclosed as "Annexure-III" to the Board Report. The auditors' certificate for fiscal year 2024 does not contain any qualification, reservation or adverse remark.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act, 2013, (as applicable / required) in the prescribed Form AOC-2, is appended as "Annexure-IV" to the Board's Report.

CORPORATE SOCIAL RESPONSIBILTY

Anand Projects Limited has been an early adopter of CSR initiatives. The Company works primarily through the Kamalnayan Jamnalal Bajaj Foundation (KJBF), towards supporting projects in the areas of eradicating extreme hunger and poverty, promotion of education, reducing child mortality and improving maternal health, combating human immuno-deficiency virus, acquired immuno-deficiency syndrome, malaria and other diseases, ensuring environmental sustainability, and rural development projects.

Further, your Company doesn't fall in any of the criteria mentioned in Section 135(1) of the Companies Act, 2013 during the immediately preceding financial year but for the better Corporate Governance and understanding, the annual report on our CSR activities is appended as "Annexure-V" to the Board's report.

The Company's CSR Policy is available on our website, at http://www.anandprojects.com/policies.php.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. From time to time some training program(s) that provide focused people attention are/would be called up. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

MANAGERIAL REMUNERATION

A) Details of the ratio of the remuneration of each director and/or KMPs to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Name of Director / KMP and Designation	Remuneration of Director / KMP for F.Y. 24-25 (in )	% increase in Remuneration in the F.Y. 24- 25	Ratio of remuneration of each Director/ to median remuneration of employees
1. Mr. Rajesh Kumar Sharma (Whole-Time Director & CFO)	40,13,072	9.34 %	1.61
2. Mr. Neeraj Khari (Company Secretary)	9,64,836	9.00 %	0.39
3. Mr. Manish Sharma Non-Executive Director	NIL	NIL	Not Applicable
4. Mr. Omparkash Verma, Non-Executive Director	NIL	NIL	Not Applicable
5. Ms. Neha Sharma Non-Executive Director	NIL	NIL	Not Applicable

Notes:-

i) Median remuneration of employees of the Company during the financial year 2024-2025 was Rs. 24,88,954/-

ii) Median remuneration of employees of the Company during the financial year 2023-2024 was Rs. 22,77,649/-.

iii) There were two confirmed employees on the rolls of the Company as on 31^st March 2025.

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

B) Details of every employee of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the Company, Disclosure of particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, respectively are not applicable to the Company.

During the year under review, there was no foreign exchange earnings and outgo.

ANNUAL RETURN

The Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-7 of the Companies (Management and Administration) Rules, 2014, is available on the website of the company at http://www.anandprojects.com/notice-to-the-shareholders.php.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the audit committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

TRANSFER OF UNCLAIMED/UNPAID AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to provisions of the Act read with the Investor Education and Protection Fund Authority

(Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (‘Rules'), the dividend which remains unclaimed or unpaid for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company and shares on which dividend are unclaimed or unpaid for a consecutive period of seven years or more are liable to be transferred to IEPF. This clause is not applicable.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 of 2016)

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

As Company has not availed any credit facility/ financial assistance from any banks/ financial institutions, hence such disclosure is not applicable upon the Company.

ANTI SEXUAL HARASSMENT POLICY

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and and Redressal) Act, 2013.

The following is the summary of sexual harassment complaints received and disposed off during the current financial year.

Number of Complaints received	: Nil
Number of Complaints disposed off	: N.A.
Number of Cases pending more than Ninety days:	NA

COMPLIANCE UNDER MATERNITY BENEFIT ACT

During the year under review (F.Y. 2024-25), there was no female employee in the Company.

PARTICULARS OF EMPLOYEES

As required under the provision of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Company is not given, as there were no employees drawing remuneration beyond the prescribed limit under the above referred provisions.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation of the assistance and support extended by customers, financial institutions, banks, vendors, Government and other associated (as the case may be) with the activities of the Company. Your Directors acknowledge with gratitude the encouragement and support by our valued shareholders.

	For and on behalf of the Board of Directors of
	Anand Projects Limited
	Sd/-	Sd/-
	Rajesh Kumar Sharma	Manish Sharma
	(Whole-Time Director & CFO)	(Director)
	(DIN: 09388677)	(DIN: 09375119)
Place: Noida
Dated: August 11^th, 2025