Ajax Engineering Ltd Management Discussions

Ajax Engineering Limited (formerly known as Ajax Engineering Private Limited) is a leading concrete equipment manufacturer, offering a comprehensive portfolio of products, services and solutions across the concrete application value chain. Over its journey of more than three decades, Ajax has developed over 141 equipment variants (as of 31 March 2025) that cater to all critical phases of concrete production, transportation, placement and paving. While the Company has long been recognised for its leadership in the SLCM product portfolio, it has also built a diverse and steadily expanding portfolio of non-SLCM equipment. This diversification aligns with its strategic objective of offering end-to-end solutions for concrete application needs. Our non-SLCM product portfolio includes batching plants for concrete production, transit mixers for concrete transportation, boom pumps, concrete pumps, self-propelled boom pumps for concrete placement, slip-form pavers for paving and 3D concrete printer for printing.

Our core ethos has always been rooted in designing, developing, and engineering innovative, high-quality concrete equipment for our customers. Central to this approach is our in-house design, engineering, and development team, comprising 70 full-time employees, representing approximately 14.3% of our total permanent workforce. This team brings deep domain expertise across critical technologies such as hydraulics, welding, and product specialisation. As an engineering-led concrete equipment manufacturer, we have developed a robust and evolving portfolio of equipment, designed in-house to address diverse concrete application needs.

Our technology-led assembly and manufacturing processes further reinforce this innovation-driven mindset. We assemble equipment and manufacture boom arms using precision technologies like horizontal boring machines at our manufacturing facilities, all of which operate under a lean assembly and manufacturing model. Key lean initiatives such as the Andon system, just-in-time production, Kaizen, Poka-Yoke, and online traceability, enable us to ensure consistency, efficiency, and continuous improvement across our operations.

The Company has introduced several industry-first products tailored to evolving construction requirements. Notable among these are:

- The integration of Load Cell Technology in Self-Loading Concrete Mixers (SLCMs), enhancing accuracy and quality control in concrete production.

- The launch of its patented Self-Propelled Boom Pump, a mobile solution for concrete placement at elevated heights.

- Becoming the first and only Indian company to indigenously develop a Slip-Form Paver.

- The commercialisation of Indias first in-house developed 3D Concrete Printing Machine.

Supporting these innovations is The Ajax School of Concrete (TASC), a dedicated initiative aimed at fostering R&D and building industry-ready talent. TASC focusses on advancing concrete application technologies and material development, including research on pre-mixed materials optimised for 3D printing applications. In parallel, TASC delivers certified training programmes on equipment operation, maintenance, and repair, accredited by the Infrastructure Equipment Skill Council (IESC) and the National Council of Vocational Education and Training (NCVET). These programmes are designed to strengthen practical skills and promote professional development across the concrete ecosystem.

The Companys manufacturing operations are supported by four state-of-the-art facilities located at Obadenahalli, Gowribidanur, and Bashettihalli in Karnataka. These facilities are dedicated to different product categories, with the Obadenahalli plant ranking among the three largest SLCM production facilities globally by area. A fifth facility at Adinarayanahosahalli (Karnataka) is under development and is expected to be completed IN H2 2025-2026 These manufacturing capabilities are central to Ajax Engineerings commitment to product quality, innovation and timely delivery.

Ajax Engineering sells its equipment through a widespread network of domestic and international dealers, serving a diverse customer base that includes contractors, construction firms, rental companies and infrastructure players. The Companys products cater to specialised applications across sectors such as roadways, waterways, irrigation, renewable energy, urban infrastructure, residential/commercial, airports and railways. Its strong customer relationships are supported by reliable after-sales service and spare parts availability, enabling a scalable business model with minimal client concentration risk. Complementing its sales network, Ajax has built a robust and localised supplier ecosystem that ensures production efficiency and quality consistency. Strategic proximity to suppliers enhances collaboration and supply chain responsiveness, while a low reliance on imported materials adds to the Companys resilience and cost control.

Following its successful Initial Public Offering (IPO), the equity shares of Ajax Engineering Limited were listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on 17 February 2025. The listing marked a new chapter in the Companys growth journey, further enhancing its visibility, credibility, and access to capital markets.

SIGNIFICANT FACTORS AFFECTING AJAXS FINANCIAL CONDITION AND RESULTS OF OPERATIONS

1. Overall Macroeconomic Growth in India and Government Spending on Infrastructure and Related Projects

Ajax Engineerings performance is closely tied to Indias macroeconomic growth, infrastructure development priorities, and the ongoing evolution of construction practices. Against the backdrop of global uncertainties and shifting financial conditions, India has continued to demonstrate remarkable economic resilience, creating a favourable operating environment for companies like Ajax that are integral to the nations infrastructure build-out.

Indias Economic Resilience and Policy Support

India remains one of the worlds fastest-growing major economies, with projections indicating its emergence as the third-largest economy globally by 2029. Nominal GDP is estimated to grow from 301 trillion in 2023-24 (First Revised Estimates) to 331 trillion in 2024-25 (Second Advance Estimates), and further to 529 trillion by 2029-30. This sustained growth is underpinned by several structural drivers:

• Resilience Amid Global Headwinds: In a complex and dynamic global landscape marked by uneven growth trajectories, tighter financial conditions, and geopolitical uncertainty, India continues to demonstrate strong macroeconomic stability. According to the Economic Survey 2024-25 and RBIs March 2025 bulletin, real GDP is expected to grow at 6.5% in 2024-25 and 6.6% in 2025-26, reflecting robust domestic fundamentals.

• Rising Income Levels and Consumption: The proportion of high-income households (earning above 1.1 million annually) is projected to grow from 9% in 2019 to 16% by 2029, fuelling demand across housing, infrastructure, and consumer goods sectors.

• Favourable Demographics: Indias working-age population is expected to constitute 69% of the total population by 2030. Labour force participation has risen from 50% in 2017-18 to 60% in 2023-24, supported by higher female workforce participation.

• Supportive Monetary Environment: Headline inflation softened to 3.16% in April 2025, driven by moderating food prices and oil rates. The RBI responded by cutting the repo rate by 25 basis points each in February and April 2025, and by 50 basis points in June, reducing it to 5.50%, which is expected to support credit growth and infrastructure financing.

• Upswing in Manufacturing and Exports: Indias manufacturing momentum remains strong. The Purchasing Managers Index rose to a 10-month high of 58.2 in April 2025, led by growth in new export orders, particularly in engineering goods and consumer products. Merchandise exports touched USD 395.6 billion in 2024-25, despite global trade volatility.

These macroeconomic factors create a conducive ecosystem for construction activity and capital expenditure-led growth, directly influencing the demand environment for Ajaxs equipment portfolio.

Infrastructure Investments and the Construction Ecosystem

Public infrastructure spending remains a cornerstone of Indias development strategy. The Union Budget for 2025-26 allocated a record 11.21 lakh crore towards infrastructure development. Key allocations include

• 2.87 lakh crore for the Ministry of Road Transport and Highways.

• 1.7 lakh crore for the National Highways Authority of India (NHAI).

• A new 1 lakh crore Urban Challenge Fund to support city infrastructure.

• 1.5 lakh crore in interest-free loans to states for capital investment.

These initiatives are aligned with Indias long-term Viksit Bharat 2047 vision, which targets the development of 2 lakh km of national highways, 220 airports, and 35 multimodal logistics parks by 2030. Innovative financing models combining public-private partnerships, municipal bonds, and result-linked incentives are expected to further boost project viability and accelerate execution.

Cement Consumption and Demand for Concrete Equipment

Indias infrastructure momentum and housing expansion are reflected in growing cement demand. According to Redseer, cement consumption is projected to grow at a CAGR of ~8% between 2023-24 and 2028-29, supported by increased investment in rural roads, irrigation, low-cost housing, and industrial construction. While India is a global cement leader, per capita consumption (260 kg in 2023-24) remains nearly 50% below the global average, indicating significant scope for growth.

This sustained rise in cement consumption is directly fuelling the demand for advanced and decentralised concrete equipment, particularly in regions with limited infrastructure access and labour constraints. The Indian concrete equipment industry is undergoing a structural transformation, marked by a clear shift from manual mixing methods to mechanised solutions. This transition is being driven by increased infrastructure activity, a growing emphasis on construction quality and efficiency, and the need to overcome persistent labour shortages.

In 2018-19, manual mixing accounted for a dominant 84% of domestic concrete consumption, while mechanised methods, primarily Self-Loading Concrete Mixers (SLCMs) and Ready-Mix Concrete (RMC), contributed just 16%. By 2023-24, the share of mechanised methods had risen to 25%, and is projected to reach 41% by 202829. Within this, SLCMs are expected to play a leading role, with their share rising from 14% in 2023-24 to 24% by 2028-29, registering a strong CAGR of 20%. Overall, Indias mechanised concrete equipment industry is projected to register a CAGR of 24%, from 61 billion in 2023-24 to 178 billion in 2028-29.

A similar evolution is unfolding in equipment sales: manual mixers, which constituted 89% of concrete equipment sales in 2018-19, are projected to decline to 72% by 2028-29. In contrast, the share of mechanised equipment is expected to more than double, from 11% to 28%, over the same period, supported by a robust CAGR of 22%.

Mechanized Concrete Equipment expected to outperform Manual mixers

Mechanized Concrete Equipment is projected to outperform Manual Mixers with penetration increasing to ~ 41% of domestic concrete consumption and ~ 28% of concrete equipment sales volume by FY 2028-29

This transformation reflects the growing preference for decentralised and efficient solutions that enhance quality, reduce reliance on skilled labour, and improve on-site performance. As a market leader with an expanding portfolio of innovative products, including SLCMs with load-cell technology, batching plants, and slip-form pavers, Ajax Engineering is strongly positioned to capitalise on this structural shift towards mechanisation in the concrete equipment landscape.

Ajaxs Strategic Positioning in a Growing Market

Ajax Engineering is at the forefront of this transformation, offering a diverse and customised portfolio of concrete equipment. As of 31 March 2025, the Companys strong presence in India has been supported by a nationwide network of 51 dealers and 111 customer touchpoints across 22 Indian states, which enables it to effectively serve diverse end-users.

Ajax SLCMs are widely deployed across:

• Roadways

• Irrigation Projects and Waterways

• Renewables - Solar and Hydroelectric Power Sites

• Railways

• Residential/Commercial

In 2024-25, Ajax continued to strengthen its market presence and enhance its value proposition through product innovation, application-specific variants, and after-sales support, reinforcing its position as a trusted partner in Indias infrastructure development.

Industry Dynamics and Execution Environment

While structural growth drivers remain robust, the industry continues to navigate a dynamic operating environment. The year 2024-25 saw modulated growth in construction equipment registrations, influenced by extended monsoons, general elections and elections in key states, evolving capital expenditure timelines, and global uncertainties.

Execution challenges such as project approval delays, skilled labour shortages, and input cost inflation remained areas of continued monitoring. Variations in budget allocations, shifting political priorities, and macroeconomic policy changes led to fluctuations in infrastructure spending, which influenced business cycles and growth outcomes.

While there is some immediate term softness due to slower pace of execution in the first half of 2025-26, the longer-term infrastructure development theme is intact. Looking ahead, demand visibility remains strong going into 2025-26, supported by:

• Sustained capital outlay of 11.7 trillion by the Government of India.

• Strong pipeline of projects in urban transportation, renewable energy, and logistics.

• Broader adoption of SLCMs across Tier 2, Tier 3, and Tier 4 markets.

Ajax remains agile and well-positioned to respond to emerging trends while supporting execution efficiency across Indias evolving infrastructure landscape. The Company expects its business, financial condition, and performance to continue to be influenced by the pace and scale of Indias macroeconomic growth and infrastructure investment. A consistent policy environment continued emphasis on capital expenditure, and sustained economic expansion will remain key determinants of its future outlook.

2. Leveraging SLCM Leadership to Grow Non-SLCM Portfolio

The Company offers a comprehensive and evolving portfolio of concrete equipment, services, and solutions across the entire concrete application value chain. As of 2024-25, the Company had developed over 141 concrete equipment variants, catering to both small and large-scale construction projects. Its product range

includes Self-Loading Concrete Mixers (SLCMs), batching plants, transit mixers, boom pumps, concrete pumps, self-propelled boom pumps, slip-form pavers, and 3D concrete printers. While SLCMs are widely used across diverse construction settings, the non-SLCM range finds increasing relevance in large-scale and next-generation infrastructure projects such as highways, metro networks, bridges, ports, and airports. Over the last decade, the Company has supplied more than 32,900 concrete equipment units.

Building on its market leadership in the SLCM product portfolio, where it holds an estimated 75%* market share, the Company has undertaken focussed strategic initiatives to increase penetration in the non-SLCM product portfolio. These include the formation of a dedicated non-SLCM business team, leveraging its extensive dealer network to expand sales coverage, and enhancing customer awareness through educational and targeted sales initiatives. It has also begun developing a dedicated B2B channel to strengthen outreach among larger EPC and infrastructure players.

*Based on E-VAAHAN data

3. Dealer Network in India

Ajax Engineering Ltd. operates one of the most extensive and exclusive dealer networks in the Indian concrete equipment industry, which plays a critical role in driving its sales performance, customer outreach, and after-sales service capabilities. Ajax maintains continuous engagement with its dealer partners through the Ajax Dealership Council, fostering collaboration, alignment, and mutual growth.

As of 31 March 2025, Ajax had 51 dealerships across 22 states in India, supported by 111 customer touchpoints - comprising 51 dealer headquarters and 60 branch offices, 35 of which also operate as service centres. This represents the largest dealer network by number of dealers among major concrete equipment manufacturers in India.

Ajax relies significantly on this network for distribution and after-sales support. Dealers not only ensure product availability but also maintain the brands image through their interactions with customers. A strong and longstanding relationship is maintained with the dealer ecosystem - 39% of dealerships have been associated with the Company for over five years, and all operate exclusively for Ajax in the concrete equipment segment. Dealer performance is assessed on a concurrent basis through the Ajax Dealership Excellence model, ensuring consistent service quality and operational standards across the network.

Ajax continues to strengthen this network through ongoing initiatives such as enhanced logistics, streamlined delivery scheduling, and upgraded transportation routes. The dealer network is supported by a dedicated team of 83 service professionals to ensure responsive after-sales service and customer satisfaction. Related costs, including dealer commissions and promotional activities, are reflected in the Companys operating expenses and represent continued investment in this strategic distribution channel. The performance, efficiency, and reach of this dealer network remain a significant factor influencing Ajaxs business growth, customer experience, and financial results.

4. Growth in Exports of Concrete Equipment

Ajax Engineering is actively focussed on expanding its presence in international markets, recognising the significant growth potential in the global concrete equipment industry. According to the Redseer Report, India has emerged as a key supplier of concrete equipment globally, supported by the growing demand from emerging regions such as South and Southeast Asia, the Middle East, Africa, Latin America, and Eastern Europe. Indian manufacturers, including Ajax, are increasingly well-positioned to meet this demand owing to their product readiness, competitive pricing, and manufacturing capabilities. From 2019-2020 to 2024-25, Ajax has exported equipment to a cumulative total of 48 countries. During 2024-25, Ajax also expanded its presence into new territories, including Russia and Central America.

Ajax recorded export revenue of 742.00 million in 2024-25, contributing approximately 3.6% of total product revenue. The Company achieved year-on-year export revenue growth of approximately 29% in 2024-25, more than doubling from 2021-22 levels.

Ajax continues to make steady progress in expanding its export portfolio and strengthening its global positioning. A key milestone in 2024-25 was the successful export of its in-house developed slip-form concrete paver to markets such as Gabon and Russia.

The Companys export strategy remains focussed on both SLCMs and non-SLCM products, with Indias transition to CEV V norms. Ajaxs reputation for quality, reliability, and cost-efficiency, supported by labour cost advantages, continues to resonate with international buyers.

To scale its international presence, Ajax is expanding its global distribution and service network through strategic partnerships, targeting revenue growth and geographic diversification. The Company remains prudent about managing investments related to localisation and compliance in target markets. Overall, exports are expected to play an increasingly strategic role in Ajaxs growth journey, supporting its vision to expand global reach and reinforce its Make in India focus.

5. Capacity Utilisation and Operating Efficiencies

Ajax operates four strategically located assembling and manufacturing facilities in Karnataka - at Obadenahalli, Gowribidanur, and two at Bashettihalli - each specialising in distinct product categories. A fifth facility at Adinarayanahosahalli, designed with fungible assembly lines for multiple concrete equipment types, is scheduled to be completed in H2 2025-26, significantly augmenting flexibility and future capacity.

The Obadenahalli Facility, spread over 39,660.38 square metres, is one of the largest globally for self-loading concrete mixers (SLCMs). The Gowribidanur Facility manufactures batching plants and transit mixers, while the Bashettihalli units cater to niche products, including the Argo 1000 SLCM, concrete pumps, boom pumps, and slipform pavers.

Capacity Utilisation - 2024-25 (Single Shift Basis)

Facility	Product Line	Installed Capacity (Units)	Capacity Utilisation (%)
Obadenahalli	SLCM	7,200	79%
Bashettihalli	Argo 1000 SLCM	96

Ajaxs lean and technology-driven manufacturing model, incorporating Just-In-Time (JIT), Kaizen, Andon, Poka-Yoke, and online traceability, enables high efficiency, minimal waste, and rapid response to market demand. These practices also contribute to one of the lowest breakeven points among its industry peers.

The Adinarayanahosahalli facility, once operational, will further strengthen Ajaxs ability to meet domestic and export demand through scalable and flexible capacity. Its commissioning reflects Ajaxs strategic foresight in capacity planning, balancing current utilisation with projected growth to maintain asset efficiency without compromising agility.

6. Cost and Availability of Raw Materials

Ajax Engineering is a resource-intensive manufacturing and assembly company, with raw materials constituting a significant portion of its cost structure. The Companys ability to effectively manage raw material costs and availability remains critical to maintaining profitability and ensuring uninterrupted production.

The principal materials utilised in Ajaxs production processes include drum supports and base frames, engines, axles, hydraulic systems, and structural steel. Ajax maintains robust relationships with a diversified supplier base, many of whom are strategically located near its manufacturing units in Karnataka, enabling just-in-time procurement and fostering co-development efficiencies. In addition, Ajax procures steel in bulk and, in certain cases, supplies this steel to vendors for component manufacturing.

Ajax has pursued a focussed localisation strategy to enhance supply chain resilience and cost competitiveness. Imports constituted less than 10% of total raw material costs, reflecting Ajaxs intent to limit overseas sourcing to situations where superior quality, pricing advantages, or availability justifies it. The Company occasionally imports specific components, including from China, on a selective basis.

The Company does not enter into long-term supply contracts and instead sources most materials on a purchase order basis, making it susceptible to short-term volatility in material prices. Raw material costs are influenced by external factors such as global commodity price fluctuations, regulatory changes, transportation bottlenecks, foreign exchange volatility, and competitive demand. As a result, supply chain management and cost containment remain strategic focus areas.

Ajaxs approach to managing raw material costs continues to centre on supplier localisation, efficient procurement, and working capital discipline. However, in light of volatile material prices and upcoming regulatory transitions, the Company remains vigilant and agile in its sourcing strategies.

Any sharp and sustained increase in material costs, particularly without a commensurate rise in realisations, may impact margins. The Company will continue to prioritise supply chain resilience, collaborative vendor development, and operational optimisation to mitigate these risks and safeguard profitability.

7. Regulatory and Emission Norms in India

Ajaxs business operations and financial outlook are closely influenced by the regulatory landscape governing the construction equipment sector in India. The most notable development in this context is the transition to the Construction Equipment Vehicle-V CEV V emission standards, which marks a significant regulatory milestone for non-road mobile machinery.

The CEV V norms, effective from 1 January 2025, introduced more stringent limits on emissions, including particulate matter, nitrogen oxides, hydrocarbons, and other pollutants. This regulatory upgrade applies to a wider range of engine capacities and mandates enhanced environmental compliance across the mechanised construction equipment industry.

Manufacturers were permitted to produce CEV IV-compliant equipment till 31 December 2024, with a period to sell inventory lasting until 30 June 2025. Consequently, older model production has been phased out, and new, compliant models have entered the market. Ajax had proactively ramped up CEV V production and built adequate inventory to address expected demand during this transition phase.

In parallel, Ajax has demonstrated strong preparedness for the transition, having launched its new CEV V-compliant product portfolio ahead of schedule. The first of these models, the 4500 series, underwent extensive testing in varied conditions·including high-altitude terrains such as Ladakh·and has been met with favourable customer reception and market performance.

Outlook and Strategic Implications

Despite near-term challenges, Ajax remains optimistic about its medium- to long-term growth prospects, supported by the continued momentum in infrastructure development across India and the accelerating shift towards mechanisation in concrete operations. The Company is firmly committed to sustaining its market leadership in Self-Loading Concrete Mixer (SLCM) while strategically strengthening its presence in the non-SLCM equipment category. Operational excellence, customer-centric innovation, and disciplined financial management will continue to form the cornerstone of Ajaxs long-term strategy.

FINANCIAL OVERVIEW

Ajax Engineering has consistently delivered top-line and bottom-line growth driven by robust demand and deeper market penetration.

Metric	2021-22	2022-23	2023-24	2024-25
Revenue from Operations (Rs. million)	7,632.89	11,511.28	17,414.03	20,739.15
EBITDA (Rs. million)	904.79	1,707.41	2,755.46	3,181.35
EBITDA Margin (%)	11.85	14.83	15.82	15.34
Profit After Tax (Rs. million)	662.08	1,359.04	2,251.49	2,600.96
PAT Margin (%)	8.58	11.59	12.65	12.29
Basic EPS (Rs.)	5.79	11.88	19.68	22.73
Diluted EPS (Rs.)	5.79	11.88	19.58	22.61

KEY TRENDS:

1. Revenue CAGR (2021-22 to 2024-25): 39.54%

2. EBITDA CAGR (2021-22 to 2024-25): 52.06%

3. PAT CAGR (2021-22 to 2024-25): 57.79%

4. EBITDA margin has remained healthy, improving from 11.85% in 2021-22 to 15.34% in 2024-25.

5. PAT margins have also improved, from 8.58% in 2021-22 to 12.29% in 2024-25, reflecting efficient cost structures and pricing power.

ESC OVERVIEW

Ajax Engineering integrates Environmental, Social, and Governance elements into its core strategy. Environmental Initiatives:

• Installation of solar panels at its Obadenahalli unit contributing to partial energy self-sufficiency.

• Efficient manufacturing processes that reduce material wastage and environmental impact.

• Design and production of low-emission equipment aligned with emerging emission norms, set to take effect from late 2026.

Social Responsibility:

• Through the AJAX School of Concrete, the Company trains youth and site operators in safe and efficient concrete equipment usage.

• Collaborations with Infrastructure Equipment Skill Council and NCVET for certified operator training.

• Targeted programmes for upskilling contractors and technicians in Tier 2 and rural markets.

Covernance Practices:

• Board committees, including CSR, Audit, Nomination & Remuneration, and Risk Management ensure transparent governance.

• CSR spend focussed on education, skill development, and sustainable livelihoods.

• Ethical code of conduct, whistle-blower policy, and ESG risks embedded into strategic risk management reviews.

OPPORTUNITIES AND CHALLENGES

As Ajax Engineering advances its leadership in the concreting equipment industry, it remains keenly aware of the evolving landscape that presents both growth prospects and strategic hurdles. The Company is actively positioning itself to tap into emerging opportunities in export markets, product diversification, and advanced construction technologies, while also navigating competitive pressures, regulatory changes, and supply-side constraints.

Opportunities

• Infrastructure-Led Growth and Mechanisation Push

Indias sustained focus on infrastructure development through government initiatives like PM Gati Shakti, Smart Cities Mission, and Bharatmala is driving rapid mechanisation in construction. This is fuelling demand for high-performance concreting equipment, particularly in Tier 2 and Tier 3 cities.

• Underpenetration of Cement and Concrete Usage

Indias per capita cement and concrete consumption remains significantly lower than global averages. As urbanisation and real estate expansion pick up pace, increased usage of concrete-based construction methods is expected, translating into higher equipment demand.

• Growing Export Potential

With competitive cost structures and growing demand in developing markets across Africa, Southeast Asia, and the Middle East, India is becoming a hub for concreting equipment exports. Indian exports in this segment are expected to expand at a CAGR of ~30% through 2028-29, creating new growth runways for domestic manufacturers.

Challenges

• Intense Competitive Landscape

The domestic and global concreting equipment market is becoming increasingly competitive, with brands expanding aggressively in India. This leads to pricing and margin pressures, high R&D requirements to maintain technological relevance, and difficulties in gaining market share in products such as boom pumps and batching plants.

• Cyclicality of Infrastructure Spending

Ajaxs demand is closely tied to public infrastructure budgets and changes in government policies. Volatility during election years or delays in fund disbursement could negatively impact project execution timelines.

• Raw Material & Supply Chain Volatility

Ajax faces risks from inflation and supplier terms that are not under long-term contracts, exposing it to cost fluctuations. Global events like the COVID-19 pandemic have highlighted vulnerabilities in logistics and component sourcing.

• Regulatory and Regional Risks

With manufacturing concentrated in Karnataka, Ajax is exposed to state-specific risks related to labour laws, safety standards, and environmental policies.

RISK MANAGEMENT

Ajax Engineering follows a multi-layered risk governance framework, overseen by a Risk Management Committee constituted under SEBI LODR norms. Risks are identified, evaluated, and mitigated using enterprise-level risk matrices.

Risk Category	Potential Impact	Mitigation Measures
Market Demand Risk	Volatile infrastructure investment cycles may affect equipment demand.	Expand into export markets; diversified customer base across different use cases for government-driven projects, private and rental customers to reduce dependency on any single product portfolio.
Raw Material Inflation	Rising prices of steel, hydraulic parts, and electronics may compress margins.	Strategic sourcing from 576+ suppliers; localisation efforts.
Technological Risk	Inability to adapt to new emission norms or innovate may affect competitiveness.	Ongoing R&D investments; launch of CEV- compliant machines and development of advanced products (e.g., slipform pavers, 3D printers).
Dealer Risk	Credit defaults or underperformance by dealers can impact receivables and service delivery.	Structured dealer onboarding and review process; credit insurance; dealer exclusivity with defined performance KPIs.
Compliance Risk	Non-adherence to evolving tax, labour, or environmental regulations may result in penalties.	Proactive compliance monitoring by internal legal and audit teams; periodic statutory and internal audits.
Supply Chain Disruption	Logistic bottlenecks or overdependence on select vendors may hinder production.	Localised sourcing (<10% imports); safety stock buffers; alternate supplier development.
Cyber/Data Security	Breach of internal or third-party data may lead to financial or reputational loss.	IT audits, employee sensitisation, firewalls, and cybersecurity protocols.
Credit Risk	Default by dealers or customers may result in financial loss.	Customer creditworthiness assessment; continuous receivables monitoring; geographically diversified exposure.
Liquidity Risk	Inability to meet short-term obligations during stress periods.	Strong operating cash flows; high cash & cash equivalents; short-term liquid investments; low concentration in liabilities.
Market Risk	Exposure to interest rate volatility, currency fluctuations, or investment price movements.	Investments limited to high-credit-rated institutions and liquid mutual funds; prudent treasury management.
Interest Rate Risk	Fluctuations in borrowing rates may affect interest outgo.	Conservative leverage policy; borrowing through fixed/floating rate mix; regular rate benchmarking.
Price Risk	Decline in mutual fund or investment values could impact returns.	Surplus funds parked in liquid, short- duration mutual funds; diversified low-risk instruments.

HUMAN RESOURCES DEVELOPMENT

Ajax Engineering continued to advance its human resources development with a clear focus on upskilling, digital enablement, and talent retention. The total workforce stood at 1,258 as of 31 March 2025, comprising permanent employees, contract staff, and trainees. The Ajax School of Concrete (TASC) remained central to training efforts, delivering nationally certified skilling programmes that enhanced technical proficiency across the organisation. Training initiatives extended to dealer partners, emphasising both product knowledge and service delivery, while digital adoption through the Ajax One CRM platform improved workflow efficiency and customer interface. The Company also sharpened its workforce alignment through skill-based assessments and targeted deployment. These efforts reflect Ajaxs sustained commitment to building a future-ready workforce under the strategic direction of its Chief People Officer.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Ajax maintains an effective internal control system, proportionate to the Companys size and complexity, to provide reasonable assurance of authorised and accurately recorded transactions. Internal audit is conducted by an external audit firm which performs periodic reviews to ensure that gaps are identified timely and internal systems remain robust. Significant audit observations, follow up actions and recommendations thereon are reported to the Senior Management and the Audit Committee for their review. We remain committed to minimising identified risks through continuous monitoring and mitigating actions.

CAUTIONARY STATEMENT

The information and opinion expressed here in this report as well as the Boards Report describing the Companys objectives, projections, estimates, and expectations may be forward-looking statements within the meaning of applicable laws and regulations. Actual results might differ substantially or materially from those expressed or implied. Important developments that could affect the Companys operations include a downtrend in the spend by the Government in agriculture and infrastructure, significant changes in political and economic environment in India, volatility in the prices of major raw materials and its availability, taxation laws, exchange rate fluctuations, interest, and other costs.

Dear Members,

The Board of Directors are pleased to present the 33^rd Annual Report and the Companys audited financial statements for the financial year ended 31 March 2025.

FINANCIAL RESULTS:

The Companys financial performance (standalone) for the year ended 31 March 2025, is summarized below:

Financial Particulars	For the year ended 31 March
	2025
2024
Revenue from operations	20,739.15	17,414.03
Other income	428.05	386.71
Total Income	21,167.20	17,800.74
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense	3,609.39	3,142.17
Less: Depreciation/ Amortisation	109.25	102.73
Profit before Finance Costs, Exceptional items and Tax Expense	3,500.15	3,039.44
Less: Finance Costs	(8.67)	20.27
Profit before Exceptional items and Tax Expense	3,508.82	3,019.17
Add/(less): Exceptional items	0	0
Profit before Tax Expense	3,508.82	3,019.17
Less: Tax Expense (Current & Deferred)	907.86	767.68
Profit for the year (1)	2,600.96	2,251.49
Total Comprehensive Income/(loss) (2)	(4.10)	1.27
Total (1+2)	2,596.86	2,252.76

FINANCIAL REVIEW / STATE OF COMPANY AFFAIRS

The financial statement for the financial year ended 31 March 2025, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (IND AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

Our revenue from operations increased by 19.09% to 20,739.15 million for the Financial Year 2024-25 from 17,414.03 million for the Financial Year 2023-24, primarily attributable to an increase in sale of machines to 19,344.55 million for the Financial Year 2024-25 from 16,365.55 million for the Financial Year 2023-24, mainly on account of an increase in volume of SLCMs sold to 5,506 units (amounting to

17,531.54 million in revenue generated from sale of SLCMs) for the Financial Year 2024-25 from 4,625 units (amounting to 14,825.04 million in revenue generated from sale of SLCMs) for the Financial Year 2023-24. The increase in volume of SLCMs sold for the Financial Year 2024-25 was primarily attributable to an increase in public and private capital spending towards infrastructure, housing, irrigation and renewable power projects, which led to an increase in demand for concrete equipment, including SLCMs. Further, the increase in sale of products was also on account of an increase in sale of spare parts to 1,269.09 million for the Financial Year 2024-25 from 984.32 million for the Financial Year 2023-24, in line with an increase in the installed fleet of Ajax products.

The total expenses increased from previous year and stood at 17,658.38 million in FY 2024-25 as compared to 14,781.47 million in FY 2023-24 in line with the revenue from operations.

The profit in FY 2024-25 was at 2,600.96 million as compared to profit of 2,251.49 million last year. The improvement in profitability is a result of cost controls and consulted efforts to increase revenue from operations.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013, consolidated financial statements shall not be applicable.

REVISION OF FINANCIAL STATEMENTS

The Company did not revise any of its financial statements or reports of earlier years as provided in Section 131(1) and hence, your Company has no information to provide under this Section.

DIVIDEND

The Board does not recommend any dividend on the equity shares of the Company for the financial year ended 31 March 2025, considering that the Company is in growth stage and require funds to support its growth objectives.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Companys website on https://www.aiax-engg.com/ investor-relations.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There were no unpaid/unclaimed dividends declared in previous years and hence the provisions of Section 125 of the Companies Act, 2013 do not apply.

AMOUNT TRANSFERRED TO GENERAL RESERVES

The Company proposes to retain 2,600.96 million in the Statement of Profit and Loss, and not transfer it to the General Reserve.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The main object of the Company inter alia authorizes the Company to carry on the business as designers, manufacturers, fabricators, assemblers, builders, sellers, buyers, exporters, importers, agents, hirers, and dealers in self-Loading, concrete mixers, Dumper, Loaders and other construction equipment; earth moving equipment; material handling equipment.

In order to make the main object clause of the Memorandum of Association (MOA) comprehensive and to include other activities to be undertaken by Company i.e. business of construction and building materials and ancillary, the Main Objects of the Company were altered to enable it to take-up the same.

To enable the Company to commence the aforesaid business Special Resolution was passed at ExtraOrdinary General Meeting held on 09 August 2024, for substituting the existing Clause I and Clause III Part(A)(1) and (2) of the Memorandum of Association of the Company with the below clause, to omit of Clause III Part(B)(21) and (22) and renumber the other sub-clauses in Clause III Part (B) respectively:

"I The Name of the Company is AJAX Engineering Limited.

Clause III Part (A). The objects to be pursued by the Company on its incorporation are:

1. To carry on the business as designers, research and development activities, design and prototyping activities, manufacturers, fabricators, assemblers, builders, sellers, buyers, exporters, importers, agents, hirers, training and development activities, and dealers in self-Loading, concrete mixers, Dumper, 3D Concrete Printing, Loaders and other construction equipment; earth moving equipment; material handling equipment and materials and chemicals used for construction of Roads, Highways, Agriculture, Building and ancillaries thereof.

2. To carry on the business of mechanical, chemical, electrical including robotics, electronic, metallurgical, civil, consulting, and service engineering iron founders, metal fabricators, steel makers, and converters and to set up, organism, conduct and manage engineering units or workshops or repair shops for machinery, equipment, accessories, fittings, and parts of all descriptions and for any industry.

DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. 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.

DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

WEB LINK OF ANNUAL RETURN, IF ANY:

The Annual Return of the Company as on 31 March 2025 is available on the Companys website i.e. httPs://www.aiax-enaa.com/i nvestor-relations as referred to in sub-section (3) of Section 92 of the Act.

SHARE CAPITAL

The authorized share capital was 120,500,000 (Rupees Twelve Crore Five Lakh Only) comprising 120,500,000 (Twelve Crore Five Lakh Only) equity shares ofRs. 1 each and paid-up Equity Share Capital was 114,406,800 (Rupees Eleven Crore Forty-Four Lakh Six Thousand Eight Hundred Only) comprising 114,406,800 (Eleven Crores Forty-Four Lakh Six Thousand Eight Hundred) equity shares of Rs. 1 each as on 31 March 2025.

Increase in authorized share capital of the Company

The Members of the Company in Extra-Ordinary General Meeting dated 120,000,000 January 120,000,000 gave their consent to increase the authorized share capital of the Company from the existing 120,000,000 comprising of 120,000,000 equity shares of 1 each to 120,500,000 comprising of 120,500,000 equity shares of 1 each and the Clause 5 of the Memorandum of Association of the Company substituted and replaced as follows:

"V. The Authorized Share Capital of the Company is 120,500,000 (Rupees Twelve Crore Five Lakh Only) divided into 120,500,000 (Twelve Crore Five Lakh) Equity Shares of 1 (Rupees One Only) each”.

Allotment of Shares

There has been no allotment of shares during the period from 01 April 2024 till 31 March 2025.

Issuance of shares for consideration other than cash

There has been no issuance of shares for consideration other than cash during the period from 01 April 2024 till 31 March 2025.

Issue of Equity Shares with Differential Voting Rights

The Company did not issue shares with differential voting rights during the year from 01 April 2024 to 31 March 2025 and till the date of signing of this report. Accordingly, the disclosure of details of shares with differential rights with respect to voting as per Section 43 of the Companies Act, 2013 read with sub rule 4 of rule 4 of the Companies (Share Capital and Debentures) Rules, 2014 did not arise.

Issue of Sweat Equity Shares

There has been no issuance of sweat equity shares during the period from 01 April 2024 till 31 March 2025 and till the date of signing of this report as specified in Section 54 of the Companies Act, 2013 read with Rule 8 of the Companies (Share Capital & Debentures) Rules, 2014.

Shares held in trust for the benefit of Employees

The shares of the Company are not held in trust. Therefore, provisions pertaining to employees not exercising voting rights directly in respect of shares to which the scheme relates but are exercised by the Trust, as provided in Proviso to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 are not applicable to your Company.

Issue of Debentures, Bonds or any Non-Convertible Securities

The Company has not issued any Debentures, Bonds or Non-Convertible Securities during the period from 01 April 2024 till 31 March 2025.

Issue of Warrants

The Company has not issued any warrants. Hence, parameters recommended to be disclosed in the Boards Report are not applicable.

During the year under review, the Company has not conducted:

i) reduction of share capital or buy back of shares;

ii) change in the capital structure resulting from restructuring; and

iii) change in voting rights.

Listing of Equity Shares on Stock Exchanges

During the year under review, your Company initiated an Initial Public Offering (IPO) comprising an Offer for Sale of Equity Shares aggregating to 12,688.84 million by certain existing shareholders (collectively referred to as the "Offer”).

The issue opened on 10 February 2025 and closed on 12 February 2025. The issue was led by Book Running Lead Managers, viz., ICICI Securities Limited, Nuvama Wealth Management Limited, J.M. Financial Limited, Citigroup Global Markets India Private Limited and SBI Capital Markets Limited.

Pursuant to the IPO, the equity shares of the Company are listed on the National Stock Exchange of India Limited and BSE Limited effective 17 February 2025.

Directors of the Company would like to thank the Merchant Bankers, legal counsels and other stakeholders for helping the Company achieve the successful IPO and listing. Directors of the Company would also like to thank the regulators, Securities and Exchange Board of India and Registrar of Companies for enabling the Company to take its equity shares to the public market.

Last but not least, Directors of the Company extend their heartfelt gratitude to the shareholders for investing in the IPO and reposing their continuous trust and faith in the Company and its management.

Details of utilization of funds raised through preferential allotment or qualified institutional placement as specified under Regulation 32(4) and 32(7A) of the SEBI Listing Regulations

During the financial year under review, the Company has not made any preferential allotment or qualified institutional placement. However, during the period under review, the Company has made Initial Public Offer (IPO) in the form of Offer for Sale and hence the provisions with respect to Regulation 32 of SEBI Listing Regulations is not applicable to the Company for the said IPO.

CREDIT RATING OF SECURITIES

During the year under review, there was no situation for the Company to obtain the credit rating of securities.

CREDIT RATING

The Companys financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit ratings are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

FINANCE

Cash and cash equivalent as at 31 March 2025, was 459.46 million. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no loans and guarantees made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

Further, particulars of investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

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

Not Applicable.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the period under review there were no significant and material orders passed by the Regulators or Courts or Tribunals which impacts the going concern Status and companys operations in future.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (‘KMP) OF THE COMPANY

The Company has a professional Board with Executive Directors and Non-Executive Directors who brings the right mix of knowledge, skills and expertise and help the Company in implementing the best Corporate Governances practise. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company the Board of Directors is duly constituted during the year.

Details of Directors and Key Managerial Personnel as on the closure of financial year i.e. 31 March 2025 and as on date of this report:

DIN/PAN	Name	Designation	Date of Appointment
00642715	Krishnaswamy Vijay	Chairman & Whole Time Director	03 July 1992
03036747	Shubhabrata Saha	Managing Director & CEO	02 January 2023
03636873	Jacob Jiten John	Whole Time Director	01 April 2011
00416429	Rajan Wadhera	Independent Director	06 July 2023
00253371	D. A. Prasanna	Independent Director	06 July 2023
06922300	Jayashree Satagopan	Independent Director	09 August 2024
00002647	Raghavan Sadagopan	Independent Director	24 September 2024
AMPPB7196K	Tuhin Basu	Chief Financial Officer	22 April 2024
FLIPS5001K	Shruti Vishwanath Shetty	Company Secretary and Compliance Officer	23 June 2023

During the year under review, the Non-Executive/Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

None of the Directors of the Company are disqualified under Section 164(1) or Section 164(2) of the Act.

Particulars of change in Director(s) and key managerial personnel during the financial year and as on date:

DIN/PAN	Name	Designation	Date of appointment/ change in Designation / cessation	Nature of Change (appointment /change in Designation / cessation)
AMPPB7196K	Tuhin Basu	CFO	22 April 2024	Appointment as CFO
06922300	Jayashree Satagopan	Additional Independent Director	09 August 2024	Appointment
FLIPS5001K	Shruti Vishwanath Shetty	Company Secretary and Compliance Officer	24 September 2024	Designated as Compliance Officer of the Company
06922300	Jayashree Satagopan	Independent Director	24 September 2024	Regularised
00002647	Raghavan Sadagopan	Additional Independent Director	24 September 2024	Appointment
00002647	Raghavan Sadagopan	Independent Director	24 September 2024	Regularised
00642715	Krishnaswamy Vijay	Whole Time Director & Chairman	24 September 2024	Appointment as Whole Time Director and Chairman
03636873	Jacob Jiten John	Whole Time Director	24 September 2024	Appointment as Whole Time Director
08528090	Parin Nalin Mehta	Director	09 March 2025	Cessation

DIRECTORS RE-APPOINTMENT BY ROTATION

A proposal for re-appointment of Mr. Jacob Jiten John (DIN: 03636873) who retires by rotation and being eligible, has offered himself for re-appointment, as Whole Time Director of the Company shall be placed before Members of the Company at the ensuing Annual General Meeting.

Your Directors recommend his re-appointment on the Board of the Company. Disclosures pertaining to Director being re-appointed as required under the SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India is provided in the explanatory statement to the Notice convening the Annual General Meeting of the Company for reference of the Shareholders.

DECLARATIONS AND CONFIRMATIONS ON INDEPENDENT DIRECTOR(S)

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act and the Listing Regulations; and

b) they have registered their names in the Independent Directors Databank; and

c) in the opinion of the Board, the Independent Directors appointed during the year, possess requisite integrity, expertise, experience and proficiency.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Disclosure pertaining to familiarisation programme for Independent Directors is provided in the Corporate Governance Report forming part of this Annual Report.

EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

Not Applicable during the financial year ended 31 March 2025. The Company was listed on 17 February 2025 and hence, the first cycle of performance evaluation of the Board, its Committees, and Independent Directors has not yet been undertaken. The same will be conducted in the upcoming financial year in accordance with SEBI Listing Regulations and the Companies Act, 2013.

The Policy on Board of Directors Evaluation Framework can be accessed at https://www.aiax- engg.com/investor-relations.

BOARD MEETING

The Board of Directors of the Company met Fourteen times during the financial year. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013 (hereinafter "the Act”). Details of the meetings of the Board along with the attendance of the Directors therein have been disclosed as part of the Corporate Governance Report forming part of this Annual Report.

INDEPENDENT DIRECTOR MEETING

Pursuant to the provisions of Section 149(8) read with Schedule IV (Code for Independent Directors) of the Companies Act, 2013, and Regulation 25(3) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors of the Company are required to hold at least one meeting in a financial year, without the presence of non-independent directors and members of management, to inter alia review the performance of the Board, Chairperson and assess the quality and flow of information.

However, as the Company was converted into a public company on 23 September 2024 and got listed on 17 February 2025. Since the financial year under review does not constitute a complete financial year, a separate meeting of Independent Directors was not held during the year.

The Company will ensure compliance with the aforesaid provisions in the subsequent financial year.

BOARD COMMITTEES

During the year under review, with a view to comply with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and with an objective to further strengthen the governance standards, the Board had constituted following Committees:

a) Audit Committee

b) Stakeholders Relationship Committee

c) Nomination and Remuneration Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

f) Independent Director Committee

The composition of the Committees of the Board and the details regarding meetings of the Committees constituted by the Board are set out in the Corporate Governance Report, which forms part of this Annual Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Act and Regulation 19 & Schedule II Part D of the SEBI Listing Regulations, the Nomination and Remuneration Committee of the Company has formulated the criteria for identification and Board nomination of the suitable candidates as well as the policy on remuneration for Directors, KMP and other employees of the Company. The Committee, while evaluating potential candidates for Board membership, considers a variety of personal attributes, including experience, intellect, foresight, judgment and transparency and matches these with the requirements set out by the Board.

The Nomination & Remuneration Policy of the Company provides the framework for remunerating the members of the Board, Key Managerial Personnel and other employees of the Company. This Policy is guided by the principles and objectives enumerated in Section 178(4) of the Act and Regulation 19 read along with Schedule II Part D of the SEBI Listing Regulations.

The Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel inter-alia, provides for criteria and qualifications for appointment of Director, Key Managerial Personnel and Senior Management, Board Diversity, remuneration to Directors, Key Managerial Personnel, etc. is available on the website of the Company and can be accessed at https://www.aiax-engg.com/ investor-relations.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) (c) of the Companies Act, 2013 with respect to Directors responsibility statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the financial year ended 31 March 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable

and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2025 and of the profit of the Company for the Financial year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts for the year ended 31 March 2025 on a going concern basis;

e. proper internal financial controls were laid down and that the internal financial controls are adequate and operating effectively; and

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) Committee Members consist of Mr. D. A. Prasanna as Chairman, Mr. Jacob Jiten John and Mr. Krishnaswamy Vijay as members of the Committee.

The Company has formulated CSR Policy and the said policy is in line with Schedule VII of the Companies Act, 2013. The Policy is available on Companys website at https://www.ajax-engg.com/investor-relations. The disclosures as required under Section 135 of the Act read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 along with committee constitution details is annexed herewith as "Annexure A”.

HUMAN RESOURCES/PARTICULARS ABOUT EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and appended as “Annexure-B” to this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate system of internal control commensurate to the size and nature of its operations to ensure that all assets are safeguarded against unauthorized use or disposal, ensuring true and fair reporting and compliance with all applicable regulatory laws and Company policies.

The Company has in place adequate policies and procedures for ensuring the orderly and effective control of its business, including adherence to the Companys policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company has an adequate system of internal control commensurate with its size and nature of business. The Company believes that these systems provide a reasonable assurance in respect of providing financial and operational information, safeguarding of assets of the Company, adhering to the management policies besides ensuring compliance.

The details with respect to internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which is a part of this Report.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of governance and has also implemented several best governance practices. The report on Corporate Governance as per the Listing Regulations forms part of the Annual Report. Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations forms part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Securities and Exchange Board of India (SEBI) has mandated the top 1,000 listed companies, based on market capitalization, to adopt Business Responsibility and Sustainability Reporting (BRSR) from FY 2022-23 onwards. Since the Company was listed on February 17, 2024, and the list of the top 1,000 listed companies based on market capitalization has not yet been issued by the Stock Exchanges, the requirement for BRSR is currently not applicable to the Company.

EMPLOYEE STOCK OPTION SCHEME

The Companys Employee Stock Option Schemes, namely the Ajax Engineering Limited (Formerly known as Ajax Engineering Private Limited) Employee Stock Option Plan 2024 including Ajax Employee Stock Option Scheme 2024 - Scheme

- I and Ajax Employee Stock Option Scheme 2024

- Scheme - II. The ESOP 2024 is in line with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations”). The details as required to be disclosed under the SBEB Regulations can be accessed at https://www.aiax- engg.com/investor-relations and the certificate from the Secretarial Auditor confirming implementation of the above-mentioned Plan in accordance with SBEB Regulations and Members approval, is hosted on the website of the Company at https: //www. aiax- engg.com/investor-relations.

Disclosures pertaining to Issue of employee stock options during the year as required under Section 62 of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are as:

(a) options granted: 1,367,209

(b) options vested: Nil

(c) options exercised: Nil

(d) the total number of shares arising as a result of exercise of option: Nil

(e) options lapsed: Nil

(f) the exercise price: Nil

(g) variation of terms of options: Nil

(h) money realized by exercise of options: Nil

(i) total number of options in force: 1,367,209 as these are the options granted during the year. Hence, these are the total number of options in force.

(j) employee wise details of options granted to:

(i) key managerial personnel: Scheme I:

Name of KMP	No. of Options granted
Shruti Vishwanath Shetty	1,416
Tuhin Basu	11,843
Shubhabrata Saha	54,796

Scheme II:

Name of KMP	No. of Options granted
Tuhin Basu	9,032
Shubhabrata Saha	1,144,068

(ii) any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year: Nil

(iii) identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant: Shubhabrata Saha 54,796 options under Scheme I and 1,144,068 options under Scheme II.

BUSINESS RISK MANAGEMENT

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Market Demand Risk, Raw Material Inflation, Technological Risk, Dealer Risk, Compliance Risk, Supply Chain Disruption, Cyber/Data Security, Credit Risk, Liquidity Risk, Market Risk, Interest Rate Risk, Price Risk etc.

As a matter of policy, these risks are assessed and identified periodically. In respect of major risks which may threaten the existence of the Company appropriate steps were taken by the management to mitigate the same. Further, Risk Management Policy of the Company can be accessed at https://www.ajax- engg.com/investor-relations.

The Board of Directors of the Company has formed a Risk Management Committee for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by businesses and functions are systematically addressed through

mitigating actions on a continuous basis. Further information on development and implementation of risk management policy has been covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has its Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the top management or Board of Directors of the Company in exceptional cases.

The said policy provides appropriate avenues to the directors, employees and stakeholders of the Company to make protected disclosures in relation to matters concerning the Company and the same is available at the website of the Company https://www. ajax-engg.com/investor-relations.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3) (m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as “Annexure-C”

RELATED PARTY TRANSACTION

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a policy on Related Party Transactions (RPT Policy) which can be accessed on the Companys website at https://www.aiax-engg.com/investor-relations.

All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for transactions which are of a repetitive nature and are in the ordinary course of business and at arms length pricing. The details of

the Related Party Transaction is available under Note No. 35 of the Standalone Financial Statement for the year under review.

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party(ies) are in the ordinary course of business and on arms length basis. Hence, Section 188(1) is not applicable. Also during the year under review the Company has not entered into any material transactions with related party(ies) that are at arms length basis. Accordingly, disclosure in Annexure-D” (Form AOC-2) is not applicable.

STATUTORY AUDITOR AND STATUTORY AUDITOR REPORT

(i) STATUTORY AUDITOR

At the 32^nd Annual General Meeting held on 24 September 2024, M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (FRN: 101049W/ E300004) were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, commencing from 2024-25 to 2028-29 and to hold office till the conclusion of 37th Annual General Meeting of the Company. The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company.

The statutory auditors report do not contain any qualifications, reservations, or adverse remarks or disclaimer.

(ii) SECRETARIAL AUDIT AND SECRETARIAL AUDITORS REPORT

The Board has appointed BMP & Co. LLP (LLPIN- AAI-4194), a firm of practicing company secretaries, to conduct Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 31 March 2025 is annexed and marked as "Annexure E” to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

In terms of Regulation 24A of the SEBI Listing Regulations, the Board of Directors at its meeting held on 27 May 2025, approved the appointment of BMP & Co. LLP, Company Secretaries (LLPIN- AAI-4194) as the Secretarial

Auditors of the Company, for a term of five consecutive years commencing from FY 202526, subject to the approval of the Members of the Company. A proposal for appointment of BMP & Co. LLP, Company Secretaries as the Secretarial Auditor of the Company will be placed before the Members for approval at the ensuing Annual General Meeting scheduled to be held on 05 September 2025. BMP & Co. LLP, have complied with their independence status and an arms length relationship with the Company.

(iii) COST AUDITOR

Mr. A. N. Sriram, Cost Accountant (Membership No. M-7139) of the Company has been appointed in the Board Meeting held on 02 August 2025 as cost auditors for the Financial Year 2025-26.

MAINTENANCE OF COST RECORDS

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Company is required to prepare and maintain cost records and have the cost records audited by a Cost Accountant and accordingly, it has prepared and maintained such cost accounts and records. Accordingly, the Board has appointed Mr. A. N. Sriram, Cost Accountant, (Membership No. M-7139) as the Cost Auditor of the Company for the FY 2025-26.

Mr. A. N. Sriram has confirmed that he is free from disqualification specified under section 141(3) and proviso to Section 148(3) read with section 141(4) of the Act and that his appointment meets the requirements of section 141(3)(g) of the Act. He has further confirmed his independent status and an arms length relationship with the Company. The remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to Mr. A. N. Sriram is included in the Notice convening the Annual General Meeting.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

Not Applicable.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION ETC. IF REQUIRED TO CONSTITUTE NOMINATION & REMUNERATION COMMITTEE PURSUANT TO SECTION 178(1) OF THE ACT

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act, has been disclosed in the Corporate Governance Report, which is a part of this Report, and is also available on https://www.aiax-engg.com/ investor-relations.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

SUBSIDIARY/JOINT VENTURE AND ASSOCIATES:

As on financial Year ended 31st March, 2025, the Company does not have any subsidiary, Joint Venture or Associate Company.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

No Company was a subsidiary or joint ventures or associate company of the Company during the year and there were no companies which had ceased to be its Subsidiaries, joint ventures or associate companies during the year.

MATERIAL SUBSIDIARIES

The Board of Directors of the Company has adopted a Policy for determining material subsidiaries in line with the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available at Companys website at https://www.aiax- engg.com/investor-relations.

For the financial year 2024-25, No company is categorized as material subsidiary(s) of the Company as per the thresholds laid down under the SEBI Listing Regulations.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual

Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up in accordance with the law to redress complaints received regarding sexual harassment is in line under the provisions of the Act. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy formulated by the Company for the prevention of sexual harassment is available on the website of the Company at https://www.aiax-engg. com/investor-relations.

The following is the summary of the complaints received and disposed off during the financial year 2024-25:

a) No. of SH complaints pending at the beginning of the year: Nil

b) No. of SH complaints received during the year: 01

c) No. of SH complaints disposed of during the year: 01

d) No. of SH complaints pending at the end of the year: Nil

e) No. of cases pending for more than 90 days: Nil

OBLIGATION OF COMPANY UNDER THE MATERNITY BENEFIT ACT, 1961

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time, to ensure that all eligible women employees receive maternity leave and related benefits in accordance with the Act and the Companys policy. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

LOANS FROM DIRECTORS OR DIRECTORS RELATIVES

During the financial year 2024-2025, the Company has not borrowed any amount(s) from Directors and/ or their relatives.

NUMBER OF EMPLOYEES AS ON CLOSURE OF FINANCIAL YEAR

Number of Employees as on the closure of financial year: 487

Female :	21
Male :	466
Transgender :	0

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government according to the Companies Act, 2013.

ACKNOWLEDGEMENTS

The Board of Directors would like to place on record its sincere appreciation for the support received from its Stakeholders including its Shareholders, Suppliers, Vendors, Bankers, business associates and its customers for their consistent, abiding support throughout the year.

The Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all employees that ensured sustained performance in a challenging business environment. The Company would like to acknowledge Government of India, Government of Karnataka and all other government agencies for their support; the Company has been receiving over the years and is looking forward to their continued support/guidance in times to come.

		On behalf of the Board of Directors
		For Ajax Engineering Limited
	Shubhabrata Saha	Krishnaswamy Vijay
Place : Bangalore	Managing Director & CEO	Whole time Director & Chairman
Date : 02 August 2025	DIN: 03036747	DIN: 00642715