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ANI Integrated Services Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2025

Your Directors hereby take the pleasure of presenting the 16^thAnnual Report of your Company together with the Audited Financial Statement of the Company for the year ended March 31, 2025.

1. FINANCE:

> FINANCIAL STATEMENTS AND RESULTS:

The Company''s performance during the year ended March 31,2025, as compared to the previous financial year, is summarized below:

(Rs. in lakhs)
	Standalone		Consolidated
Particulars	For the financial year ended March 31, 2025	For the financial year ended March 31, 2024	For the financial year ended March 31, 2025	For the financial year ended March 31, 2024
Revenue from Operations	21371.71	18032.98	22746.35	18750.07
Other Income	53.88	69.03	41.46	56.04
Total Revenue	21425.58	18102.02	22787.82	18806.10
Less: Expenses	20602.41	17566.88	21748.29	18178.85
Profit/ (Loss) before tax	823.17	535.14	1039.53	627.25
Less: 1. Current Tax	37.00	40.00	37.00	40.00
2. Tax adjustment of earlier years (net)	78.11	(1.22)	78.11	(1.22)
3. Deferred Tax	24.23	22.90	24.23	22.90
Profit after Tax	683.84	473.46	900.19	565.57

REVIEW OF PERFORMANCE:

During the year under review, the Company has reported to a profit of '' 683.84 (In Lakhs) as compared to a profit of '' 473.46 (In Lakhs) in Standalone Basis; and the Company has reported to a profit of '' 900.19 (In Lakhs) as compared to a profit of '' 565.57 (In Lakhs) on Consolidated Basis.

The Company continues to be engaged in the activities pertaining to Deputation of Manpower, Operations & Maintenance and Projects Consultancy.

There was no change in the nature of the business of the Company during the year under review.

SHARE CAPITAL:

The Authorized Share Capital of the Company was increased from ^ 10,00,00,000 (Rupees Ten Crores only) to ^ 14,00,00,000 (Rupees Fourteen Crores only) pursuant to the approval of the shareholders at the ExtraOrdinary General Meeting held on May 18, 2024."

Further, pursuant to the approval of the shareholders at the Extra-Ordinary General Meeting held on May 18, 2024, the Company has allotted 6,65,000 Equity Shares and 13,35,000 Equity Warrants.

The Board of Directors, by way of a circular resolution dated June 4, 2024, allotted 6,65,000 Equity Shares and 13,35,000 Equity Warrants, convertible into Equity Shares.

As on March 31, 2025 the subscribed and fully paid-up capital of the Company is 10,35,22,000 (Rupees Ten Crores Thirty-Five Lakhs Twenty-Two Thousand only) consisting of 1,03,52,200 (One Crore Three Lakhs Fifty-Two Thousand Two Hundred only) equity shares of Rs. 10 each (Rupees 10 each).

DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions / contracts / arrangements entered by the Company with related party (ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in ordinary course of business and on an arm''s length basis. Further, none of these contracts / arrangements / transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence, no disclosure is required to be given in this regard.

Further, Related Party Transactions are placed on a quarterly basis before the Audit Committee and the Board for their approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature.

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

TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserves for the year ended March 31, 2025. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

Details of the loans, guarantees and investments covered under Section 186 of the Act, form part of the notes to the standalone Financial Statements of the Company.

2. DIVIDEND:

With a view to conserve reserves, the Board has decided not to declare any Dividend for the current Financial Year ended as on March 31, 2025.

3. UNPAID DIVIDEND & IEPF:

The Company was not required to transfer any amount to the Investor Education & Protection Fund (IEPF) during the year under review.

The details with respect to unclaimed dividend(s) which remains liable to be transferred to Investor Education & Protection Fund (IEPF) are tabled below:

Financial

Year

Type of Dividend

Rate (%)

Date of Declaration

Date of Transfer to IEPF

Amount Transferred to Unpaid Unclaimed Dividend Account

2017-18

Final Dividend

21/08/2018

20/08/2025

2,475

2018-19

Final Dividend

14/09/2019

21/09/2026

1,275

4. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The particulars as required under the provisions in respect to the details of Subsidiary, Associate and Joint Venture Company are furnished in "Annexure - II" which forms part of this Report.

5. EXTRACT OF ANNUAL RETURN:

As per the amendment in Rule 12 of Companies (Management and Administration) Rules, 2014, a Company shall not be required to attach the extract of annual return with the Board''s Report in Form No. MGT-9, in case the web link of such annual return has been disclosed in the Board''s report in accordance with sub section (3) of section 92 of the Companies Act, 2013.

The Annual return is placed on the weblink of the Company viz., https://aniintegratedservices.com/investors-financial-informati''on.php.

6. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the Financial Year of the Company and the date of this report.

7. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to Financial Statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

The internal audit was carried out by an independent firm, M/s. Shah Valera & Associates LLP, Internal Auditor of the Company for the Financial year 2024-25 under review. The periodical audit reports, including significant audit observations and corrective actions there-on, are presented to the Chairperson of the Audit Committee.

8. MATTERS RELATING TO THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

> APPOINTMENT:

Mr. Shrikant Venkatrao Jainapur (DIN: 05147303) was appointed as Non - Executive Independent Director of the Company for a period of five years with effect from April 17, 2024.

The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from him pursuant to Section 164(2) of the Companies Act, 2013.

> RESIGNATION:

Mr. Anil Lingayat (DIN: 07974940) resigned from the post of Non - Executive Independent Director of the Company with effect from close of working hours of August 13, 2024, due to preoccupations and other personal reasons.

> CHANGE IN DESIGNATION:

Mr. Kedar Navin Korpe (DIN: 03017048) designation was changed from Whole-time Director to Managing Director of the Company effect from November 29, 2024.

> CHANGE(S) IN KEY MANAGERIAL PERSONNEL:

During the year under review, there were no changes in the composition of the Key Managerial Personnel of the Company.

> RETIREMENT BY ROTATION:

Mrs. Anita Navin Korpe (Non- Executive Director) who was liable to retire by rotation was reappointed as a Director at the Annual General Meeting of the Company held on September 11, 2024.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Kedar Navin Korpe (Executive Director) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers himself for re-appointment.

The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from him pursuant to Section 164(2) of the Companies Act, 2013.

> DECLARATION BY INDEPENDENT DIRECTORS:

The Company has complied with the definition of ''Independence'' as prescribed under Section 149(6) of the Companies Act, 2013, read with Schedule IV (Code of Independent Directors) and in accordance with Regulation 16(1)(b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

All Independent Directors have submitted declarations confirming that they meet the criteria of independence and have disclosed their Directorships and Committee memberships as required under applicable laws.

Further, the Independent Directors have affirmed that they are not aware of any circumstances or relationships that could compromise their ability to discharge their duties independently and objectively.

9. MATTERS RELATING TO MEETING OF BOARD OF DIRECTORS AND COMMITTEES OF BOARD:

> NUMBER OF BOARD MEETINGS:

The Board of Directors met 7 (seven) times during the Financial year ended March 31, 2025, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The Company has complied with the applicable Secretarial Standards in respect of all the Board Meetings.

Also, the intervening gap between any two Meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

> AUDIT COMMITTEE:

â¢ PREAMBLE:

The Audit Committee was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 ("the Act"). The Composition of the Audit Committee is in conformity with the provisions of the said section.

â¢ TERMS OF REFERENCE OF AUDIT COMMITTEE:

The scope and terms of reference of the Audit Committee have been framed in accordance with the Act.

â¢ COMPOSITION OF AUDIT COMMITTEE:

Audit Committee consists of following members:

Name of Members	Designation	Membership in Committee
Mr. Anil Lingayat (resigned w.e.f. August 13, 2024)	Non - Executive Independent Director	Chairperson
Mr. Srikant Venkatrao Jainapur (Appointed as w.e.f. April 17, 2024)	Non - Executive Independent Director	Chairperson
Mr. Chandrashekhar Joshi	Non - Executive Independent Director	Member
Mr. Navin Nandkumar Korpe	Non - Executive Non -Independent Director	Member

Mr. Anil Lingayat (DIN: 07974940), who was a member of the Nomination & Remuneration Committee resigned from the post of Non - Executive Independent Director with effect from close of working hours of August 13, 2024.

> NOMINATION AND REMUNERATION POLICY:

â¢ PREAMBLE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

â¢ TERMS OF REFERENCE OF NOMINATION & REMUNERATION COMMITTEE:

The scope and terms of reference of the Nomination & Remuneration Committee have been framed in accordance with the Act.

â¢	COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE: Nomination & Remuneration Committee consists of following members:
	Name of Members	Designation Membership in Committee
	Mr. Anil Lingayat (Resigned w.e.f. August 13, 2024)	Non - Executive Independent Director	Chairperson
	Mr. Srikant Venkatrao Jainapur (Appointed as w.e.f. April 17, 2024)	Non - Executive Independent Director	Chairperson
	Mr. Chandrashekhar Joshi	Non - Executive Independent Director	Member
	Mr. Navin Nandkumar Korpe Non - Executive Non - Independent Director		Member

Mr. Anil Lingayat (DIN : 07974940), who was a member of the Nomination & Remuneration Committee resigned from the post of Non - Executive Independent Director with effect from close of working hours of August 13, 2024.

> NOMINATION AND REMUNERATION POLICY:

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy settng out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel, and other employees.

The Remuneration Policy is available on Company''s website and can be accessed via the link provided herein below:https://aniintegratedservices.com/investors-policies.php

> STAKEHOLDERS RELATIONSHIP COMMITTEE:

â¢ PREAMBLE:

Pursuant to Section 178 (5) of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder''s Relationship Committee.

â¢ TERMS OF REFERENCE OF STAKEHOLDER''S RELATIONSHIP COMMITTEE:

The scope and terms of reference of the Stakeholder''s Relationship Committee have been framed in accordance with the Act.

â¢ COMPOSITION OF STAKEHOLDER''S RELATIONSHIP COMMITTEE:

Stakeholders Relationship Committee consists of following members:

Name of Members	Designation Membership in Committee
Mr. Anita Korpe Non - Executive Non - Independent Director		Chairperson
Mr. Srikant Venkatrao Jainapur (Appointed as w.e.f. April 17, 2024)	Non - Executive Independent Director	Member
Mr. Navin Nandkumar Korpe	Managing Director	Member
Mr. Anil Lingayat (Resigned w.e.f. April 17, 2024)	Non - Executive Independent Director	Member

Mr. Anil Lingayat (DIN: 07974940), who was a member of the Stakeholders Relationship Committee resigned from the post of Non - Executive Independent Director with effect from close of working hours of August 13, 2024.

Mr. Shrikant Venkatrao Jainapur, (DIN: 05147303) was appointed as Non - Executive Independent Director of the Company for a period of five years with effect from April 17, 2024. He was inducted as a member of the Stakeholders Relationship Committee.

> CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

â¢ PREAMBLE:

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee.

â¢ TERMS OF REFERENCE OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The scope and terms of reference of the Corporate Social Responsibility Committee have been framed in accordance with the Act.

â¢ COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Corporate Social Responsibility Committee consists of following members:

Name of Members Designation Membership in Committee
Mr. Navin Nandakumar Korpe Managing Director	Chairperson
Mr. Kedar Navin Korpe Managing Director	Member
Mr. Anil Lingayat Non - Executive Non - Independent Director (Resigned w.e.f. August 13, 2024)	Member
Mr. Srikant Venkatrao Jainapur Non - Executive Non - Independent Director (Appointed as w.e.f. April 17, 2024)	Member

Mr. Anil Lingayat (DIN : 07974940), who was a member of the Corporate Social Responsibility Committee resigned from the post of Non - Executive Independent Director with effect from close of working hours of August 13, 2024.

A Meeting of the Corporate Social Responsibility (CSR) Committee was held on March 24, 2025, wherein the Committee reviewed and discussed the Company''s CSR initiatives for the Financial year ended March 31, 2025. During the Meeting, it was noted that the Company had identified a suitable avenue for undertaking CSR activities in alignment with the areas specified under Schedule VII of the Companies Act, 2013. Accordingly, the Company contributed a sum of ^10,00,000/- (Rupees Ten Lakhs Only) as a donation to Maatr Care Foundation, a charitable organization duly registered under Section 12AA and Section 80G of the Income Tax Act, 1961, eligible to receive CSR contributions

10. VIGIL MECHANISM / WHISTLE BLOWER:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors have adopted a "Whistle Blower Policy" to provide a framework for Directors and employees to report genuine concerns.

The Policy is designed to ensure adequate safeguards against victimization of individuals who raise concerns regarding potential violations of legal or regulatory requirements, misrepresentation of Financial Statements or other unethical conduct. Employees have the option to report their concerns directly to the Chairperson of the Board. The Company remains committed to maintaining the highest standards of ethical, moral and legal business conduct.

The Whistle Blower Policy is available on Company''s website and can be accessed via the link provided herein below: https://aniintegratedservices.com/investors-policies.php

11. RISK MANAGEMENT POLICY:

The Board of Directors has formulated a Risk Management Policy and accompanying guidelines to identify, assess and mitigate risks that could adversely impact the Company''s business operations. The Policy provides a structured and proactive approach to manage uncertainties and incorporate risk considerations into decision making processes across all business divisions and corporate functions. Key business risks and their mitigation strategies are integrated into the Company''s annual and strategic business planning, as well as periodic management reviews.

12. CORPORATE GOVERNANCE REPORT:

The corporate governance provisions specified under Regulations 17, 17A, 18, 19, 20, 21, 22, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), are not applicable to the Company. Notwithstanding this, the Company remains committed to upholding the highest standards of corporate governance and continually endeavors to adopt and implement best governance practices in its operations and overall administration.

13. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

In accordance with the provisions of the Companies Act, 2013, the Board has conducted the annual performance evaluation of the Board as a whole, its Committees-namely, the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee as well as individual Directors, including the Chairperson of the Board.

The evaluation was carried out through a structured feedback mechanism, which involved a survey completed by each Director. The survey assessed various aspects of Board functioning, such as the composition and effectiveness of the Board and its Committees, domain expertise, competencies and governance practices. A separate evaluation exercise was undertaken to assess the performance of individual Directors, including the Chairperson, based on parameters such as attendance, active participation and contribution at Board and Committee Meetings.

A separate Meeting of the Independent Directors was held, where the performance of Non - Independent Directors, the Board as a whole, and the Chairperson was evaluated, taking into consideration the input of the Executive Director. The outcomes of these evaluations were subsequently discussed at the Board Meeting, including the performance of the Board, its Committees, and individual Directors. The performance evaluation of Independent Directors was conducted by the entire Board, excluding the Director being evaluated.

14. AUDITORS:

> APPOINTMENT:

At the Annual General Meeting held on September 26, 2022, the members approved the re-appointment of M/s. Shah & Modi, Chartered Accountants (Firm Registration No. 112426W), as the Statutory Auditors of the Company, to hold office from the conclusion of the 13^thAnnual General Meeting until the conclusion of the 18^thAnnual General Meeting, on such remuneration as may be determined by the Board of Directors, in addition to reimbursement of out-of-pocket expenses incurred for the purpose of audit.

The Company has received a certificate from the Statutory Auditors confirming that their re-appointment is in accordance with the limits prescribed under the Companies Act, 2013.

> AUDITORS REPORT:

The observations, qualifications or disclaimers, if any, made by M/s. Shah & Modi, Chartered Accountants, in their report for the financial year ended March 31, 2025, read together with the explanatory notes forming part of the Financial Statements are self-explanatory and do not require any further comments or explanations from the Board under Section 134(3) of the Companies Act, 2013.

> REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):

During the year under review, there were no instances of fraud reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

> MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain cost records as specified under the said Rules.

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary M/s. Prajot Vaidya & Associates, Practicing Company Secretaries had been appointed to issue Secretarial Audit Report for the Financial Year 2024-25.

Secretarial Audit Report issued by M/s. Prajot Vaidya & Associates, Practicing Company Secretaries in Form MR-3 for the Financial Year 2024-25 forms part to this report as an "Annexure - III"., observations if any:

Further, in view of the recent amendment to the Listing Regulations, it is proposed to appoint CS Prajot Vaidya & Co., Practicing Company Secretaries as the Secretarial Auditors of the Company for the term of five (5) consecutive years commencing from the financial year 2025-26 till the conclusion of the 21^st Annual General Meeting to be held for the financial year 2029-30. The proposal for the said appointment is being placed for the approval of the Members at the ensuing Annual General Meeting.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis report is annexed hereto and marked as "Annexure - IV".

16. OTHER DISCLOSURES:

> DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

> DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of the Company for the year ended March31, 2025 the Board of Directors hereby confirms 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) such accounting policies have been selected and applied consistently and the Directors made judgement 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 March 31, 2025 and of the profit and loss of the Company for that year;

c) proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

e) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

f) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

> DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

> DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

> DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

> DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances where the Company failed to exercise voting rights in respect of shares acquired directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013, read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.

> DISCLOSURE OF PROCEEDINGS PENDING, OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During year under review, no application was filed under the Insolvency and Bankruptcy Code, 2016 (IBC) by any financial creditor, operational creditor or by the Company itself before the National Company Law Tribunal (NCLT) for initiation of the Corporate Insolvency Resolution Process.

> DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE SETTLEMENT WITH BANK:

During the year under review, the Company did not enter into any one-time settlement arrangement with any Bank or Financial Institution.

> COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The Companyhas complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) in respect of Meetings of the Board of Directors and General Meetings.

> POLICY ON SEXUAL HARASSMENT AT WORKPLACE:

During the Financial Year 2024-25, the Board adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. In compliance with the said Act, the Company has duly constituted an Internal Complaints Committee (ICC) to address any complaints related to sexual harassment.

The Committee confirmed that the Company has maintained a zero-tolerance stance towards sexual harassment and no complaints were received during the Financial Year 2024-25.


Number of complaints of sexual harassment received in the year	NIL
Number of complaints disposed of during the year	NIL
Number of cases pending for more than ninety days	NIL

The Company has complied with all applicable provisions relating to the constitution and functioning of the Internal Complaints Committee under the said Act.

> DISCLOSURE UNDER RULE 8 OF COMPANIES (ACCOUNTS) RULES, 2014:

During the year under review, the Company was in compliance with respect to the provisions relating to the Maternity Benefits Act, 1961.

> MAINTENANCE OF STATUTORY BOOKS AND REGISTERS:

Pursuant to the special resolution passed by the Members at the 9th Annual General Meeting held on August 2, 2018, the Company has resolved to maintain the Register of Members and Index of Members at the premises of M/s. Bigshare Services Private Limited, located at 1st Floor, Bharat Tin Work Building, Opposite Vasant Oasis, Makwana Road, Marol, Andheri (E), Mumbai - 400059.

> LOANS FROM DIRECTORS OR DIRECTOR''S RELATIVES:

During the financial year under review, the Company did not borrow any funds from its Directors or their relatives.

17. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as "Annexure- VII"

18. APPRECIATION:

The Board of Directors expresses its sincere gratitude to the Company''s customers, shareholders, suppliers, bankers, business partners and associates, financial institutions and the Central and State Government authorities for their continued support and encouragement."

Mar 31, 2024

Your Directors hereby take the pleasure of presenting the 15thAnnual Report of your Company together with the Audited Financial Statement of the Company for the yearended March 31, 2024.

1. FINANCE:

> Financial statements and Results:

The Companyâs performance during the year ended March 31, 2024, as compared to the previous financial year, is summarized below:

(Rupees in lakhs)

	Standalone		Consolidated
Particulars	For the financial year ended March 31, 2024	For the financial year ended March 31, 2023	For the financial year ended March 31, 2024	For the financial year ended March 31, 2023
Revenue from Operations	18032.98	15729.86	18750.07	15761.57
Other Income	69.03	100	56.04	86.83
Total Revenue	18102.02	15829.85	18806.10	15848.39
Less: Expenses	17566.88	15555.11	18178.85	15559.10
Profit/ (Loss) before tax	535.14	274.74	627.75	289.29
Less: Current Tax	40	45	40	45
Tax adjustment of earlier years (net)	(1.22)	2.21	1.22	2.21
Deferred Tax	22.90	(19.09)	22.90	(19.09)
Profit after Tax	473.46	246.62	565.57	261.17

> Review of Performance:

During the year under review, the Company has reported to a profit of ? 473.46 (In Lakhs)as compared to aprofit of ? 246.62 (In Lakhs) in Standalone Basis; and the Company has reported to a profit of ? 565.57 (In Lakhs)as compared to a profit of ? 261.17 (In Lakhs) on Consolidated Basis.

The Company continues to be engaged in the activities pertaining to Deputation of Manpower, Operations & Maintenance and Projects Consultancy.

There was no change in the nature of the business of the Company during the year under review.

> Share Capital:

The authorized share capital of the company has been increased from Rs. 10,00,00,000/- to Rs. 14,00,00,000/- after the end of the financial year on May 18, 2024.

Further, the company has Issued 6,65,000 Equity shares and 13,35,000 Equity Warrants after the end of the financial year on May 18, 2024.

The board of directors allotted 6,65,000 Equity Shares & 13,35,000 Equity Warrants convertible into equal number of equity shares on June 4, 2024.

> DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

> PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions/contracts/arrangements entered by the Company with related party (ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were In ordinary course of business and on an armâs length basis. Further, none of these contracts / arrangements / transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence, no disclosure is required to be given in this regard.

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

The particulars as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in âAnnexure - Iâ which forms part of this Report.

> TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserves for the year ended March 31, 2024.

> PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

Details of the loans, guarantees and investments covered under Section 186 of the Act, form part of the notes to the standalone financial statements of the Company.

2. DIVIDEND:

With a view to conserve reserves, the Board has decided not to declare any Dividend for the Current Financial Year ended as on March 31, 2024.

3. UNPAID DIVIDEND &IEPF:

The Company is not required to transfer any amount to the Investor Education & Protection Fund (IEPF).

The details with respect tounclaimed dividend(s) which remains liable to be transferred to Investor Education & Protection Fund (IEPF)are tabled below:

Financial Year	Type of Dividend	Rate (%)	Date of Declaration	Date of Transfer to IEPF	Amount Transferred to Unpaid Unclaimed Dividend Account
2017-18	FinalDividend	5 %	21/08/2018	28/08/2025	2,475
2018-19	FinalDividend	5%	14/09/2019	21/09/2026	1,275

4. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The particulars as required under the provisions in respect to the details of subsidiary, associate and joint venture company are furnished in âAnnexure - IIâ which forms part of this Report.

5. EXTRACT OF ANNUAL RETURN:

As per the amendment in Rule 12 of Companies (Management and Administration) Rules, 2014, a company shall not be required to attach the extract of annual return with the Boardâs Report in Form No. MGT-9, in case the web link of such annual return has been disclosed in the Boardâs report in accordance with sub section (3) of section 92 of the Companies Act, 2013.

The Annual return will be placed on the weblink of the company viz., https://www.aniintegratedservices.com/.

6. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT,2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companyâs financial position have occurred between the end of the Financial Year of the Company and the date of this report.

7. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to Financial Statements as designed and implemented by the Company are adequate.During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

The internal audit is carried out by a separate firm,M/s. Shah Valera & Associates LLP, Chartered Accountants Internal Auditor of the Company for the Financial Year 2023-24 under review. The periodical audit reports, including significant audit observations and corrective actions there-on, are presented to the Chairman of the Audit Committee.

8. MATTERS RELATING TO BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

> CHANGE IN DESIGNATION:

Mr. Srikant Venkatrao Jainapur (DIN: 05147303) was appointed as Non- Executive Independent Director with effect from April 17, 2024 on the Board of the Company.

Mr. Navin Nandkumar Korpe (DIN: 02200928) was re-appointed as Managing Director of the company for a period of three years with effect from September 26, 2023.

Mr. Akshay Korpe (DIN: 02201941) and Mr. Kedar Korpe (DIN: 03017048) were re-appointed as Whole-time Director of the company for a period of three years with effect from September 26, 2023.

Mr. Anil Lingayat (DIN: 07974940) resigned as Non- Executive Independent Director with effect from August 13, 2024.

> CHANGE(S) IN KEY MANAGERIAL PERSONNEL:

During the year under review, Ms. Sanjana Dwarkaprasad Sarda resigned from the post of Company Secretary and Compliance Officer with effect from closing hours of June 27, 2023 and Mr. Naman Sankhla was appointed as Company Secretary and Compliance Officer with effect from July 11, 2024.

> RETIREMENT BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Anita Navin Korpe(Non- Executive director) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers himself for re-appointment.

The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from him pursuant to Section 164(2) of the Companies Act, 2013.

> ANNUAL EVAULATION OF BOARD OF DIRECTORS AND ITS COMMITTEES:

Pursuant to the provisions of the Companies Act, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder relationship Committees.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive director. The same was discussed in the meeting held on March 26, 2024, at which the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

> DECLARATION BY INDEPENDENT DIRECTORS:

The Company has duly complied with the definition of âIndependenceâ according to the provisions of Section 149(6) of, read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended).

All the Independent Director/s have submitted a declaration that they meet the criteria of independence andsubmits the declaration regarding the status of holding other directorship and membership as provided under law.

The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

9. MATTERS RELATING TO MEETING OF BOARD OF DIRECTORS AND COMMITTEES OF BOARD:

> NUMBER OF BOARD MEETINGS:

The Board of Directors met 7 (seven) times during the Financial Year endedMarch 31,2024,in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The Company has complied with the applicable Secretarial Standards in respect of all the Board meetings.

Also, the intervening gap between any two Meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

â¢ ATTENDANCE RECORD:

Dates on which the Meetings were held	Attendance of Directors
Dates on which the Meetings were held	Mr. Navin Korpe	Mr. Akshay Korpe	Mr. Kedar Korpe	Mrs. Anita Korpe	Mr. Chandra shekhar Joshi	Mr. Anil Lingayat	Mr. Rajendra Gadve
29/05/2023	Present	Present	Present	Present	Present	Absent	Present
10/07/2023	Present	Present	Present	Present	Present	Present	Present
14/08/2023	Present	Present	Present	Present	Present	Present	Absent
31/08/2023	Present	Present	Present	Present	Present	Present	Present
31/10/2023	Present	Present	Present	Present	Present	Absent	Present
07/02/2024	Present	Present	Present	Present	Present	Present	Absent
11/03/2024	Present	Present	Present	Present	Present	Present	Present

> AUDIT COMMITTEE:

â¢ PREAMBLE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 (âthe Actâ). The Composition of the Audit Committee is in conformity with the provisions of the said section.

â¢ TERMS OF REFERENCE OF AUDIT COMMITTEE:

The scope and terms of reference of the Audit Committee have been framed in accordance with the Act.

â¢ COMPOSITION OF AUDIT COMMITTEE:

Audit Committee consists of following members:

1 Name of Members	Designation	Membership in Committee
Mr. Anil Lingayat ( Resigned w.e.f. August 13, 2024)	Non-Executive Independent Director	Chairperson
Mr. Srikant Venkatrao Jainapur (Appointed as a Chairperson w.e.f. August 13,2024 )	Non- Executive Independent Director	Chairperson
Mr. Chandrashekhar Joshi	Non-Executive Independent Director	Member
Mr. Navin Nandkumar Korpe	Managing Director	Member

There was no change in the composition of the Audit Committee during the financial year 2023-24. ATTENDANCE RECORD:

Dates on which the Meetings		Attendance of Members
were held	Mr. Anil Lingayat	Mr.Chandrashekhar Joshi	Mr. Navin Nandkumar Korpe
29/05/2023	Absent	Present	Present
10/07/2023	Present	Present	Present
14/08/2023	Present	Present	Present
31/08/2023	Present	Present	Present
31/10/2023	Absent	Present	Present
07/02/2024	Present	Present	Present

â¢ PREAMBLE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

â¢ TERMS OF REFERENCE OF NOMINATION & REMUNERATION COMMITTEE:

The scope and terms of reference of the Nomination & Remuneration Committee have been framed in accordance with the Act.

â¢ COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

Nomination & Remuneration Committee consists of following members:

Name of Members	Designation	Membership in Committee
Mr. Anil Lingayat ( Resigned w.e.f. August 13, 2024)	Non-Executive Independent Director	Chairperson
Mr. Srikant Venkatrao Jainapur (Appointed as a Chairperson w.e.f. August 13,2024 )	Non- Executive Independent Director	Chairperson
Mr. Chandrashekhar Joshi	Non-Executive Independent Director	Member
Mrs. Anita Korpe	Non-Executive Non-Independent Director	Member

There was no change in the composition ot the Nomination & Remuneration Committee during the financial year 2023-24. ATTENDANCE RECORD:

Dates on which the Meetings were held		Attendance of Members
Dates on which the Meetings were held	Mr. Anil Lingayat	Mr. Chandrashekhar Joshi	Mrs. Anita Korpe
10-07-2023	Present	Present	Present
31-08-2023	Present	Present	Present

NOMINATION AND REMUNERATION POLICY:

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria tor determining qualifications, positive attributes, independence ot a Director and policy relating to remuneration for Directors, Key Managerial Personnel, and other employees.

The Remuneration Policy is available on Companyâs website and can be accessed via the link provided herein below:https:// www.aniintegratedservices.com/

â¢ PREAMBLE:

Pursuant to Section 178 (5) of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholderâs Relationship Committee.

â¢ TERMS OF REFERENCE OF STAKEHOLDERâS RELATIONSHIP COMMITTEE:

The scope and terms of reference of the Stakeholderâs Relationship Committee have been framed in accordance with the Act.

â¢ COMPOSITION OF STAKEHOLDERâS RELATIONSHIP COMMITTEE:

Before Dissolvement of Stakeholders RelationshipCommittee consists of following members:

Name of Members	Designation	Membership in Committee
Mrs. Anita Navin Korpe	Non-Executive Non-Independent Director	Chairperson
Mr. Navin Nandkumar Korpe	Managing Director	Member
Mr. Anil Lingayat ( Resigned w.e.f. August 13, 2024)	Non-Executive Independent Director	Member
Mr. Srikant Venkatrao Jainapur (Appointed as a Member w.e.f. August 13,2024 )	Non- Executive Independent Director	Member

ATTENDANCE RECORD:

Dates on which the Meetings		Attendance of Members
were held	Ms. Anita Navin Korpe	Mr. Navin Nandkumar Korpe	Mr. Anil Lingayat
26/03/2024	Present	Present	Present

> CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

â¢ PREAMBLE:

â¢ TERMS OF REFERENCE OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The scope and terms of reference of the Corporate Social Responsibility Committee have been framed in accordance with the Act.

â¢ COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Corporate Social Responsibility Committee consists of following members

Name of Members	Designation	Membership in Committee
Mr. Navin Nandkumar Korpe	Managing Director	Chairperson
Mr. Kedar Navin Korpe	Executive Director and Chief Financial Officer	Member
Mr. Anil Lingayat	Non-Executive Independent Director	Member
Mr. Srikant Venkatrao Jainapur (Appointed as a Member w.e.f. August 13,2024 )	Non- Executive Independent Director	Member

There was no change in the composition of the Corporate Social Responsibility Committee during the Financial Year 2023-24. ATTENDANCE RECORD:

Dates on which the Meetings		Attendance of Members
were held	Mr. Navin Nandkumar Korpe	Mr. Kedar Navin Korpe	Mr. Anil Lingayat
11/03/2024	Present	Present	Present

â¢ EXPENDITURE PERTAINING TO CORPORATE SOCIAL REPOSIBILITY FOR THE FINANCIAL YEAR 2023-24:

The meeting of CSR Committee was held on March 11, 2024. It was discussed in the meeting that the Company initiated the CSR activities and found the good avenue to make said expenditure during the Financial Year ended on March 31, 2024, as per activities mentioned in Schedule VII of Companies Act, 2013. Thus, a sum of '' 8,50,000/- (Rupees Eight lakh Fifty Thousand only) as donation to M.S. Public School which is a charitable institution registered under Section 12AA and Section 80G of the Income Tax, Act 1961 and qualified to accept the contribution under CSR.

The Annual Report on Corporate Social Responsibility as per The Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed hereto and marked as âAnnexure - Vâ.

10. VIGIL MECHANISM / WHISTLE BLOWER:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed âVigil Mechanism Policyâ for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Board of Directors. The Company is committed to adhere to the highest standards of ethical, moral, and legal conduct of business operations.

11. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companyâs businesses,and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

12. CORPORATE GOVERNANCE REPORT:

The corporate governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i), (t) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V of the Securities Exchange Board of India (Listing Obligation and Disclosures Requirement) Regulations, 2015 (âListing Regulationsâ) is not applicable to the Company. However, the Company consistently strives to ensure that best corporate governance practices are adopted and followed in its functioning and administration.

13. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, and of the directors individually, as well as the evaluation of all the committees i.e., Audit, Nomination and Remuneration, Stakeholders Relationship.

The Board adopted a formal evaluation mechanism for evaluating its performance as well as that of its committees and individual directors, including the Chairman of the Board. The exercise was carried out by feedback survey from each directors covering Board functioning such as composition of Board and its Committees, experience and competencies, governance issues etc. Separate Exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as attendance, contribution at the meeting etc.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, considering the views of Executive director.

The same was discussed in the Board meeting at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

14. AUDITORS:

> APPOINTMENT:

At the Annual General Meeting held on 26^th September 2022, the Members approved reappointment of M/s. Shah & Modi, Chartered Accountants (Firm Registration No.112426W) to hold office from the conclusion of the 13^th Annual General Meeting until the conclusion of the 18^th Annual General Meeting on such remuneration as may be fixed by the Board apart from reimbursement of out-of-pocket expenses as may be incurred by them for the purpose of audit.

> AUDITORS REPORT:

The observations / qualifications / disclaimers made by the M/s Shah & Modi, Chartered Accountants in their report for the financial year ended 31^st March 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134 (3) of the Companies Act, 2013.

> REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143 (12) of the Act read with Companies (Accounts) Rules, 2014.

> MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

> SECRETARIAL AUDIT FOR THE YEAR ENDED MARCH 31, 2024:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Prajot Vaidya & Associates, Practicing Company Secretaries had been appointed to issue Secretarial Audit Report for the Financial Year 2023-24.

Secretarial Audit Report issued by M/s. Prajot Vaidya & Associates, Practicing Company Secretaries in Form MR-3 for the Financial Year 2023-24 forms part to this report as an âAnnexure - MIâ., observations if any:

Sr No. Observations	Managementâs Reply
As per information and explanation provided to me by the management of the Company during the period under 1 review, the Company has obtained vehicle loan from HDFC Bank however the Company has not filed E-Form CHG-1 for registration of Charge with the Registrar of Companies.	The bank do not require to file the charge form for the Vehicle Loan and hence, the company has not filed the same.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion

and Analysis report is annexed hereto and marked as âAnnexure - IVâ.

16. OTHER DICLOSURES:

> DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the

Companyâs operations in future.

> DIRECTORSâ RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year

ended March 31, 2024, the Board of Directors hereby confirms 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) such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2024 and of the profit/loss of the Company for that year;

d) the annual accounts of the Company have been prepared on a going concern basis;

e) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

f) That the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

> DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013:

> DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:

> DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:

> DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

DISCLOSURE OF PROCEEDINGS PENDING, OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

> DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE SETTLEMENT WITH BANK:

There was no instance of a one-time settlement with any Bank or Financial Institution.

> COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India (âICSIâ) w.r.t. Meetings of the Board of Directors and General Meetings.

> POLICY ON SEXUAL HARASSMENT AT WORKPLACE:

During the Financial Year 2023-24, the Board adopted Sexual Harassment Policy and constituted Internal Complaint Committee for prevention and prohibition of Sexual Harassment of woman at workplace. The Committee noted the fact that the Company has received zero tolerance towards sexual harassment at the workplace during the Financial Year 2023-24.

Further, the Company had also adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company has complied with provisions relating to constitution of Internal Complain Committee under Sexual Harassment of woman at workplace (prevention, prohibition and Redressal) Act, 2013.

> MAINTENANCE OF STATUTORY BOOKS AND REGISTERS:

The Company pursuant to the special resolution passed by members of the Company in its 9th Annual General Meeting of the Company held on 2^nd August, 2018 resolved to keep and maintain Register of Members and Index of Members at the premises of M/s. Bigshare Services Private Limited located at 1st Floor, Bharat Tin Work Building, Opp. Vasant Oasis Makwana Road, Marol Andheri (E), Mumbai-400059.

> LOANS FROM DIRECTORS OR DIRECTORâS RELATIVES

During the financial year under review, the Company has not borrowed any amount(s) from Directors or their relatives.

17. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as âAnnexure- VIIâ

18. APPRECIATION:

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions, Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of

ANI INTEGRATED SERVICES LIMITED

Sd/- Sd/-

Navin Korpe Akshay Korpe

Managing Director Whole time Director

DIN-02200928 DIN- 02201941

Address - Bunglow 1 Sai-Raj Vilas Haveli, Address- Bunglow 1 Sai-Raj Vilas Haveli,

Ghodbunder Road, Soham Garden, Ghodbunder Road, Soham Garden,

Manpadaa, Thane, Apna Bazar, Manpadaa, Thane, Apna Bazar,

Thane, MH-400610 IN Thane, MH-400610 IN

Date: August 13, 2024 Place: Thane

Mar 31, 2023

Your Directors hereby take the pleasure of presenting the 14th Annual Report of your Company together with the Audited Financial Statement of the Company for the year ended March 31, 2023.

1. FINANCE:

> Financial statements and Results:

The Company''s performance during the year ended March 31, 2023, as compared to the previous financial year, is summarized below:

	Standalone		Consolidated
Particular	For the financial year ended March 31, 2023	For the financial year ended March 31, 2022	For the financial year ended March 31, 2023	For the financial year ended March 31, 2022
Revenue from Operations	15729.86	14332.05	15761.57	14361.83
Other Income	100	78.44	86.83	67.91
Total Revenue	15829.85	14410.49	15848.39	14429.74
Less: Expenses	15555.11	13806.50	15559.10	13854.15
Profit/ (Loss) before tax	274.74	603.98	289.29	575.59
Less: Current Tax	45	73.00	45	73.00
Tax adjustment of earlier years (net)	2.21	(3.53)	2.21	(3.53)
Deferred Tax	(19.09)	(11.46)	(19.09)	(11.46)
Profit after Tax	246.62	545.98	261.17	517.58

> Review of Performance:

During the year under review, the Company has reported to a profit of R 246.62 (In Lakhs) as compared to a profit of R 545.98 (In Lakhs) in Standalone Basis; and the Company has reported to a profit of R 261.17 (In Lakhs) as compared to a profit of R 517.58 (In Lakhs) on Consolidated Basis;

The Company continues to be engaged in the activities pertaining to Deputation of Manpower, Operations & Maintenance and Projects Consultancy.

There was no change in the nature of the business of the Company, during the year under review.

> DEPOSITS:

> PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions/contracts/arrangements entered by the Company with related party (ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in ordinary course of business and on an arm''s length basis. Further, none of these contracts / arrangements / transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence, no disclosure is required to be given in this regard. For the purpose of compliance, AOC-2 is attached as âAnnexure-V.â

Further, Related Party Transactions are placed on a quarterly basis before the Audit Committee and before the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature.

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

> TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserves for the year ended March 31, 2023.

> PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

Details of the loans, guarantees and investments covered under Section 186 of the Act, form part of the notes to the standalone financial statements of the Company.

2. DIVIDEND:

With a view to conserve reserves, Board has decided not to declare any Dividend for the Current Financial Year.

3. UNPAID DIVIDEND &IEPF:

The Company is not required to transfer any amount to the Investor Education & Protection Fund (IEPF).

The details with respect to unclaimed dividend(s) which remains liable to be transferred to Investor Education & Protection Fund (IEPF) are tabled below:

					Amount
				Date of Transfer to IEPF	Transferred
Financial Year	Type of Dividend	Rate (%)	Date of Declaration		to Unpaid Unclaimed
					Dividend
					Account
2017-18	Final Dividend	5 %	21/08/2018	28/08/2025	2,475
2018-19	Final Dividend	5%	14/09/2019	21/09/2026	1,275

4. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The particulars as required under the provisions in respect to the details of subsidiary, associate and joint venture company are furnished in âAnnexure - IIâ which forms part of this Report.

5. EXTRACT OF ANNUAL RETURN:

As per the amendment in Rule 12 of Companies (Management and Administration) Rules, 2014, a company shall not be required to attach the extract of annual return with the Board''s Report in Form No. MGT-9, in case the web link of such annual return has been disclosed in the Board''s report in accordance with sub section (3) of section 92 of the Companies Act, 2013.

The Annual return will be placed on the weblink of the company viz., https://www.aniintegratedservices.com/.

6. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT,2013:

7. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The internal audit is carried out by a separate firm, M/s. B. H. Bhatt & Associates, Chartered Accountants Internal Auditor of the Company for the Financial Year 2022-23 under review. The periodical audit reports, including significant audit observations and corrective actions there-on, are presented to the Chairman of the Audit Committee.

8. MATTERS RELATING TO BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

> CHANGE IN DESIGNATION:

Mr. Rajendra Ramchandra Gadve (DIN: 01018776) and Mr. Chandrashekhar Joshi (DIN: 07767416) were re-appointed as Independent Directors of the company for a further period of five (5) years with effect from October 25, 2022.

Mr. Anil Lingayat (DIN: 07974940) was re-appointed as Independent Director of the company for a further period of five (5) years with effect from October 28, 2022.

Except disclosed hereunder, there have been no other change(s) in the composition of the Board of Directors of the Company.

> CHANGE(S) IN KEY MANAGERIAL PERSONNEL:

During the year under review, Ms. Sanjana Dwarkaprasad Sarda was appointed as Company Secretary and Compliance officer of the company with effect from April 14, 2022.

> RETIREMENT BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Navin Nandkumar Korpe is liable to retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers himself for re-appointment.

The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from him pursuant to Section 164(2) of the Companies Act, 2013.

> ANNUAL EVAULATION OF BOARD OF DIRECTORS AND ITS COMMITTEES:

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive director. The same was discussed in the meeting held on February 14, 2023, at which the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

> DECLARATION BY INDEPENDENT DIRECTORS:

The Company has duly complied with the definition of âIndependence'' according to the provisions of Section 149(6) of, read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended).

All the Independent Director/s have submitted a declaration that they meet the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law.

The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

9. MATTERS RELATING TO MEETING OF BOARD OF DIRECTORS AND COMMITTEES OF BOARD:

> NUMBER OF BOARD MEETINGS:

The Board of Directors met 7(seven) times during the Financial Year ended March 31, 2023, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The Company has complied with the applicable Secretarial Standards in respect of all the Board meetings.

Also, the intervening gap between any two Meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

â¢ ATTENDANCE RECORD:

Attendance of Directors
Dates on which the Meetings were held	Mr. Navin Korpe	Mr. Akshay Korpe	Mr. Kedar Korpe	Mrs. Anita Korpe	Mr. Chandra shekhar Joshi	Mr. Anil Lingayat	Mr. Rajendra Gadve
14/04/2022	Present	Present	Present	Present	Present	Present	Present
24/05/2022	Present	Present	Present	Present	Present	Present	Present
01/08/2022	Present	Present	Present	Present	Present	Present	Present
12/08/2022	Present	Present	Present	Present	Present	Present	Present
02/09/2022	Present	Present	Present	Present	Present	Present	Present
14/11/2022	Present	Present	Present	Present	Present	Present	Absent
14/02/2023	Present	Present	Present	Present	Present	Present	Absent

> AUDIT COMMITTEE:

â¢ PREAMBLE:

â¢ TERMS OF REFERENCE OF AUDIT COMMITTEE:

The scope and terms of reference of the Audit Committee have been framed in accordance with the Act.

â¢ COMPOSITION OF AUDIT COMMITTEE:

Audit Committee consists of following members:

Name of Members	Designation	Membership in Committee
Mr. Anil Lingayat	Non-Executive Independent Director	Chairperson
Mr. Chandrashekhar Joshi	Non-Executive Independent Director	Member
Mr. Navin Nandkumar Korpe	Managing Director	Member

Name of Members	Designation	Membership in Committee
Mr. Anil Lingayat	Non-Executive Independent Director	Chairperson
Mr. Chandrashekhar Joshi	Non-Executive Independent Director	Member
Mrs. Anita Korpe	Non-Executive Non-Independent Director	Member

â¢ ATTENDANCE RECORD:

There was no change in the composition of the Audit Committee during the financial year 2022-23 â¢ ATTENDANCE RECORD:

Attendance of Members
Dates on which the Meetings were held	Mr. Anil Lingayat	Mr. Chandrashekhar Joshi	Mr. Navin Korpe
24/05/2022	Present	Present	Present
01/08/2022	Present	Present	Present
12/08/2022	Present	Present	Present
02/09/2022	Present	Present	Present
14/11/2022	Present	Present	Present
14/02/2023	Absent	Present	Present

> NOMINATION AND REMUNERATION COMMITTEE:

â¢ PREAMBLE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

> TERMS OF REFERENCE OF NOMINATION & REMUNERATION COMMITTEE:

The scope and terms of reference of the Nomination & Remuneration Committee have been framed in accordance with the Act.

> COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

Nomination & Remuneration Committee consists of following members:

Attendance of Directors
Dates on which the Meetings were held	Mr. Anil Lingayat	Mr. Chandrashekhar Joshi	Mrs. Anita Korpe
02/09/2022	Present	Present	Present
14/04/2022	Present	Present	Present
14/02/2023	Present	Present	Present

NOMINATION AND REMUNERATION POLICY:

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel, and other employees.

The Remuneration Policy is available on Company''s website and can be accessed via the link provided herein below: https://www.aniintegratedservices.com/

> STAKEHOLDERS RELATIONSHIP COMMITTEE:

â¢ PREAMBLE:

Pursuant to Section 178 (5) of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder''s Relationship Committee.

â¢ TERMS OF REFERENCE OF STAKEHOLDER''S RELATIONSHIP COMMITTEE:

The scope and terms of reference of the Stakeholder''s Relationship Committee have been framed in accordance with the Act.

â¢ COMPOSITION OF STAKEHOLDER''S RELATIONSHIP COMMITTEE:

Before Dissolvement of Stakeholders Relationship Committee consists of following members:

Name of Members	Designation	Membership in Committee
Ms. Anita Navin Korpe	Non-executive Non-Independent Director	Chairperson
Mr. Navin Nandkumar Korpe	Managing Director	Member
Mr. Anil Lingayat	Non-executive Independent Director	Member

â¢ ATTENDANCE RECORD: â¢ ATTENDANCE RECORD:

Attendance of Members
Dates on which the Meetings were held	Mr. Navin Nandkumar Korpe	Mr. Kedar Navin Korpe	Mr. Anil Lingayat
14/02/2023	Present	Present	Absent

Attendance of Members
Dates on which the Meetings were held	Ms. Anita Navin Korpe	Mr. Navin Nandkumar Korpe	Mr. Anil Lingayat
14/02/2023	Present	Present	Present

> CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

â¢ PREAMBLE:

â¢ TERMS OF REFERENCE OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The scope and terms of reference of the Corporate Social Responsibility Committee have been framed in accordance with the Act.

â¢ COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Corporate Social Responsibility Committee consists of following members

Name of Members	Designation	Membership in Committee
Mr. Navin Nandkumar Korpe	Managing Director	Chairperson
Mr. Kedar Navin Korpe	Executive Director and Chief Financial Officer	Member
Mr. Anil Lingayat	Non-Executive Independent Director	Member

There was no change in the composition of the Corporate Social Responsibility Committee during the Financial Year 2022-23.

â¢ EXPENDITURE PERTAINING TO CORPORATE SOCIAL REPOSIBILITY FOR THE FINANCIAL YEAR 2022-23:

The meeting of CSR Committee was held on February 14, 2023. It was discussed in the meeting that the Company initiated the CSR activities and found the good avenue to make said expenditure during the Financial Year ended on March 31, 2023, as per activities mentioned in Schedule VII of Companies Act, 2013. Thus, a sum of R 5,00,000/- (Rupees Five Lakh Only) as donation to Kalawati Devi Memorial Chartable Society, Nagarwala Colony, Poddar Road, Malad East Mumbai 400097, which is a charitable institution registered under Section 12AA and Section 80G of the Income Tax, Act 1961 and qualified to accept the contribution under CSR.

The Annual Report on Corporate Social Responsibility as per The Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed hereto and marked as âAnnexure - VIâ.

10. VIGIL MECHANISM / WHISTLE BLOWER:

11. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

12. CORPORATE GOVERNANCE REPORT:

The corporate governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i),

(t) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V of the Securities Exchange Board of India (Listing Obligation and Disclosures Requirement) Regulations, 2015 (âListing Regulationsâ) is not applicable to the Company. However, the Company consistently strives to ensure that best corporate governance practices are adopted and followed in its functioning and administration.

13. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

14. AUDITORS:

> APPOINTMENT:

At the Annual General Meeting held on 26th September 2022, the Members approved reappointment of M/s. Shah & Modi, Chartered Accountants (Firm Registration No.112426W) to hold office from the conclusion of the 13th Annual General Meeting until the conclusion of the 18th Annual General Meeting on such remuneration as may be fixed by the Board apart from reimbursement of out-of-pocket expenses as may be incurred by them for the purpose of audit.

The Company has received a certificate from the statutory auditors to the effect that their re-appointment, if made, would be within the limits prescribed.

> AUDITORS REPORT:

The observations / qualifications / disclaimers made by the M/s Shah & Modi, Chartered Accountants in their report for the financial year ended 31st March 2023 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134 (3) of the Companies Act, 2013.

> REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143 (12) of the Act read with Companies (Accounts) Rules, 2014.

> MAINTENANCE OF COST RECORDS:

> SECRETARIAL AUDIT FOR THE YEAR ENDED MARCH 31, 2023:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. MMJB & Associates LLP, Practicing Company Secretaries had been appointed to issue Secretarial Audit Report for the Financial Year 2022-23.

Secretarial Audit Report issued by M/s. MMJB & Associates LLP, Practicing Company Secretaries in Form MR-3 for the Financial Year 2022-23 forms part to this report as an âAnnexure - IIIâ., observations if any:

No.

Observations

Managementâs Reply

There is non-compliance under Oversea Direct Investment (ODI)

Due to COVID-19 Pandemic Restrictions, the business of the ANI INTEGRATED SERVICES MIDDLEEAST FZE (Wholly

Owned Foreign Subsidiary) was running at a very slow pace and hence, they were unable to generate the feasible income. Therefore, the Company had

w.r.t. interest on loan receivable from the foreign subsidiary.

provided relaxation on the payment of interest to the foreign subsidiary on their request.

However, the operations of the foreign subsidiary have picked up pace and the foreign subsidiary has repaid all the due interest as on date.â

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis report is annexed hereto and marked as âAnnexure - IVâ.

16. OTHER DICLOSURES:

> DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

> DIRECTORSâ RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2023, the Board of Directors hereby confirms 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) such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2023 and of the profit/loss of the Company for that year;

d) the annual accounts of the Company have been prepared on a going concern basis;

e) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

f) That the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

> DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013:

> DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:

> DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:

> DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

> DISCLOSURE OF PROCEEDINGS PENDING, OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

> DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE SETTLEMENT WITH BANK:

There was no instance of a one-time settlement with any Bank or Financial Institution.

> COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India (âICSIâ) w.r.t. Meetings of the Board of Directors and General Meetings.

> POLICY ON SEXUAL HARASSMENT AT WORKPLACE:

During the Financial Year 2022-23, the Board adopted Sexual Harassment Policy and constituted Internal Complaint Committee for prevention and prohibition of Sexual Harassment of woman at workplace. The Committee noted the fact that the Company has received zero tolerance towards sexual harassment at the workplace during the Financial Year 2022-23.

The Company has complied with provisions relating to constitution of Internal Complain Committee under Sexual Harassment of woman at workplace (prevention, prohibition and Redressal) Act, 2013.

> MAINTENANCE OF STATUTORY BOOKS AND REGISTERS:

The Company pursuant to the special resolution passed by members of the Company in its 9th Annual General Meeting of the Company held on 2ndAugust, 2018 resolved to keep and maintain Register of Members and Index of Members at the premises of M/s. Bigshare Services Private Limited located at 1st Floor, Bharat Tin Work Building, Opp. Vasant Oasis Makwana Road, Marol Andheri (E), Mumbai-400059.

> LOANS FROM DIRECTORS OR DIRECTORâS RELATIVES

During the financial year under review, the Company has not borrowed any amount(s) from Directors or their relatives.

17. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as âAnnexure- VIIâ

18. APPRECIATION:

For and on behalf of

ANI Integrated Services Limited

Sd/- Sd/-

Navin Korpe Akshay Korpe

Managing Director Whole time Director

DIN-02200928 DIN- 02201941

Add- Flat No.6 Ashirwad, Add- Flat No.6 Ashirwad,

G. V Scheme Road No.1, G. V Scheme Road No.1,

Mulund East Mumbai 400081 Mulund East Mumbai 400081

Date: May 29, 2023 Place: Thane

Mar 31, 2018

The Directors hereby take the pleasure of presenting the 9thAnnual Report of your Company together with the Audited Financial Statement of Accounts for the year ended 31st March, 2018.

FINANCIAL STATEMENTS & RESULTS

Financial Results

The Company''s performance during the year ended 31st March, 2018 as compared to the previous financial year, is summarized below:

(Amount in INR)

Particulars	For the financial year ended 31st March,2018	For the financial year ended 31st March, 2017
Revenue from Operation	54,72,78,983	62,81,85,204
Other Income	18,37,815	13,18,068
Total Revenue	54,91,16,798	62,95,03,272
Less: Expenses	47,23,31,318	51,08,97,033
Profit/ (Loss) before tax	7,67,85,480	11,86,06,239
Less: 1. Current Tax	2,03,00,000	4,09,12,004
2. Tax adjustment of earlier years (net)	-	-
3. Deferred Tax	(14,28,370)	8,74,695
Profit after Tax	5,79,13,850	7,68,19,540

OPERATIONS

During the year under review, the Company has reported a Profit of Rs.5,79,13,850/- as compared to a profit of Rs.7,68,19,540/-

The Company reported Profit before Tax at Rs. 7,67,85,480/-as against Rs. 11,86,06,239/-in the previous year.

The Company continues to be engaged in the activities pertaining to Manpower Deputation, Operations & Maintenance and Projects.

There was no change in nature of the business of the Company, during the year under review.

TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve, However, the entire profit amount has been retained by the Company in their Profit and Loss Account of the Company.

DIVIDEND

Considering the Reserves, Profits made for the current year and Cash Flow Position of the Company, Board has recommended a final dividend at the rate of 5%, i.e. Rs. 0.5/- per share on One Equity Shares of Rs. 10/- each to the Equity Shareholders of the Company.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

DEPOSITS

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All transactions/contracts/arrangements entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in ordinary course of business and on an arm''s length basis. Further, none of these contracts / arrangements / transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in "Annexure-I" which forms part of this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31^st March, 2018 made under the provisions of Section 92(3) of the Act is attached as "Annexure-II" which forms part of this Report.

PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES

The Company has not made any loans, guarantees, investment or securities covered under the provisions of Section 186 of the Companies Act, 2013.

DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT,2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position, have occurred between the end of the financial year of the Company and date of this report.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

CHANGE IN KEY MANAGERIAL PERSONNEL AND DIRECTORS

1. During the year under review, pursuant to the provision of Section 203 of the Companies Act, 2013, read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, and other application provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof), Mr. Kedar Korpe was appointed as Chief Financial Officer(CFO) of Company w.e.f. 13^th September, 2017.

2. Mr. Rajendra Ramchandra Gadve (DIN:01018776) was appointed as Independent director of the Company w.e.f. 25^th October, 2017

3. Mr. Chandrashekhar Joshi (DIN:07767416) was appointed as Independent director of the Company w.e.f. 25^th October,2017

4. Mr. Anil Lingayat (DIN:07974940) was appointed as Independent director of the Company w.e.f. 28^th October, 2017.

5. Mr. Harshad Babade tendered his resignation from the post of Company Secretary and Compliance officer of the company w.e.f. 04^th April, 2018.

Further, Mr. Umair Shafique Ahmad Momin was appointed as Company Secretary and Compliance officer of the company w.e.f. 24^th May, 2018.

RETIREMENT BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Akshay Korpe (DIN: 02201941), is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment. The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from him pursuant to Section 164(2) of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

During the financial year under review, declarations were received from all Independent Directors of the Company that they satisfy the "criteria of Independence" as defined under Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of Section 149(6) of the Companies Act, 2013, the Schedules and Rules framed there under.

NUMBER OF BOARD MEETINGS

The Board of Directors met 20(Twenty) times during the financial year ended 31st March, 2018in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The Company has complied with the applicable Secretarial Standards in respect of all the above Board meetings.

AUDIT COMMITTEE

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 ("the Act"). The Composition of the Audit Committee is in conformity with the provisions of the said section.

The scope and terms of reference of the Audit Committee have been framed in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Audit Committee consists of following members:

Name of Members	Designation	Membership in Committee
Mr. Anil Lingayat	Non-Executive Independent Director	Chairperson
Mr. Chandrashekhar Joshi	Non-Executive Independent Director	Member
Mr. Navin Nandkumar Korpe	Managing Director	Member

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The Remuneration Policy is attached as "Annexure III"

Nomination & Remuneration Committee consists of following members:

Name of Members	Designation	Membership in Committee
Mr. Anil Lingayat	Non-Executive Independent Director	Chairperson
Mr. Chandrashekhar Joshi	Non-Executive Independent Director	Member
Mrs. Anita Korpe	Non-Executive Non-Independent Director	Member

STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to Section 178 (5) of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder''s Relationship Committee.

Stakeholders Relationship Committee consists of following members:

Name of Members	Designation	Membership in Committee
Mrs. Anita NavinKorpe	Non-executive Non-Independent Director	Chairperson
Mr. NavinNandkumarKorpe	Managing Director	Member
Mr. Anil Lingayat	Non-executive
	Independent Director	Member

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Name of Members	Designation	Membership in Committee
Mr. Navin Nandkumar Korpe	Managing Director	Chairperson
Mr. Kedar Navin Korpe	Executive Director and Chief Financial Officer	Member
Mr. Anil Lingayat	Non-Executive Independent Director	Member

The Board of Directors of the Company has approved CSR Policy based on the recommendation of the CSR Committee.

The CSR Policy of the Company is attached as "Annexure-IV"

Since, this being the first financial year for implementation of CSR activities, the Company was unable to find appropriate avenues for spending the required amount on CSR Activities during the financial year ended on March 31, 2018. However the Company shall initiate the CSR programme in the current financial year 2018-19.

VIGIL MECHANISM

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Board of Directors.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

The Board has carried out an annual performance evaluation of its own performance, and of the directors individually, as well as the evaluation of all the committees i.e. Audit, Nomination and Remuneration, Stakeholders Relationship, Committee of Directors and Corporate Social Responsibility (CSR) Committee.

The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of its Committees and individual directors, including the Chairman of the Board the exercise was carried out by feedback survey from each directors covering Board functioning such as composition of Board and its Committees, experience and competencies, governance issues etc. Separate Exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as attendance, contribution at the meeting etc.

AUDITORS

At the 8th Annual General Meeting held on 30th September, 2017, the Members approved appointment of M/s. Shah & Modi, Chartered Accountants (Firm Registration No.112426W) to hold office from the conclusion of the 8thAnnual General Meeting until the conclusion of the 13th Annual General Meeting on such remuneration as may be fixed by the Board apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

On May 7, 2018, Section 40 of the Companies Amendment Act, 2017 (amending Section 139 of the Companies Act, 2013) has been notified whereby ratification of Statutory Auditor''s appointment is not required at every Annual General Meeting.

AUDITORS REPORT

Auditors of Company, M/s Shah & Modi, Chartered Accountants, in their report on the Financial Statements of the Company for the Financial Year ended March 31, 2018 have qualified following point in their report which reads as under:

Deposit of Statutory Dues:

According to the information and explanations given to us and the records of the company examined by us, in our opinion, except for dues in respect of provident fund, the company is generally regular in depositing undisputed statutory dues, including professional tax, employee state insurance, income tax, service tax and goods & service tax with the appropriate authorities and regular in depositing undisputed statutory dues, including sales tax, duty of customs, duty of excise, and other material statutory dues, as applicable, with the appropriate authorities. The extent of the arrears of statutory dues outstanding as at March 31,2018, for a period of more than six months from the date they became payable are as follows:

Name of the Statute	Nature of Dues	Amount (Rs)	Period to which the amount relates	Due Date	Date of Payment
Employees Provident Fund and Miscellaneous Provisions Act, 1952	Provident Fund	2,10,414	F.Y 2016-17	F.Y 2016-17	Unpaid

Management Reply on the qualification of auditor:

Management accepts the qualification made by auditor, further we confirm that company has identified the nonpayment of dues and would like to clarify that, due to some anomalies in records the dues inadvertently were left unpaid. Hereafter management will ensure and complete the payment of dues.

SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2018

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. MMJC &Associates LLP, Practising Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2017-18.

Secretarial Audit Report issued by M/s. MMJC &Associates LLP, Practising Company Secretaries in Form MR-3 for the financial year 2017-18 forms part to this report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2018, the Board of Directors hereby confirms 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) such accounting policies have been selected and applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit/loss of the Company for that year;

d) the annual accounts of the Company have been prepared on a going concern basis;

e) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013

DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013

DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

POLICY ON SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to create and maintain an atmosphere in which employees can work together without fear of sexual harassment and exploitation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behavior is prohibited both by law and the Company. During the year under review, there was no complaint of any sexual harassment at work place.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as "Annexure-V"

APPRECIATION

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

FOR ANI INTEGRATED SERVICES LIMITED

sd/-

Navin Korpe

Chairman & Managing Director

DIN:02200928

Date : 01 July, 2018

Place : Thane

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