Director's Report

To

The Members,

ANI Integrated Services Limited

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:

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

(Rupees in lakhs)

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

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 the Chapter V of the Act is not applicable.

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 "Annexure-V."

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.

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.

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

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:

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 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 Company's financial position have occurred between the end of the Financial Year of the Company and 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. B. H. Bhatt Company for the Financial Year 2022-23 under review. The periodical audit reports, including 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:

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 efffrom October 28, 2022.with Except disclosed hereunder, there have been no other change(s) in the composition of the Board of Directors of the Company.

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.

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.

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 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.

The Company has duly complied with the definition of ‘Independence' 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:

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.

• ATTENDANCE RECORD:

• PREAMBLE:

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.

• TERMS OF REFERENCE OF AUDIT COMMITTEE:

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

• COMPOSITION OF AUDIT COMMITTEE:

Audit Committee consists of following members:

There was no change in the composition of the Audit Committee during the financial year 2022-23 .

• ATTENDANCE RECORD:

• 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.

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

Nomination & Remuneration Committee consists of following members:

• ATTENDANCE RECORD:

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/

• 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.

• 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.

• COMPOSITION OF STAKEHOLDER'S RELATIONSHIP COMMITTEE:

Before Dissolvement of Stakeholders Relationship Committee consists of following members:

• ATTENDANCE RECORD:

• 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.

• 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.

• COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: Corporate Social Responsibility Committee consists of following members

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

• ATTENDANCE RECORD:

• 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 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 "Annexure – VI".

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.

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.

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 ("Listing Regulations") 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.

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.

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.

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.

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.

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.

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 "Annexure – III"., observations if any:

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".

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.

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;

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.

The Company has not issued any shares with differential rights and hence the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

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.

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.

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.

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.

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

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

During the Financial Year 2022-23, the Board adopted Sexual Harassment Policy and constituted Internal Complaint Committee 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.

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: as per provisions of Section 43(a)(ii) of

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.

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

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

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.