Azad Engineering Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 43 rd Annual Report of your Company for the financial year 2025-2026 highlighting the business performance together with the Audited Financial Statements for the financial year ended March 31, 2026, and the Auditors Reports thereon.

1. Financial Highlights and Company Affairs:

The Companys financial performance for the financial year ended March 31, 2026, is summarised below:

(E in Millions)

Particulars	Consolidated		Standalone
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	6,029.75	4,573.54	5,903.75	4,529.28
Less: Total Expenses (other than Finance Cost, Exceptional Items and tax)	4,305.04	3,255.30	4,227.16	3,205.24
Profit/Loss from operations (before Other Income and Finance Cost and Exceptional Items)	1,724.71	1,318.24	1,676.59	1,324.04
Add: Other Income	456.54	105.91	475.33	115.49
Profit/ Loss from operations after Other Income and before Finance Cost and Exceptional Items and tax	2,181.25	1,424.15	2,151.92	1,439.53
Less: Finance Costs	308.19	183.89	297.07	179.36
Profit/ Loss before exceptional items and tax	1,873.06	1,240.26	1,854.85	1,260.17
Add/(Less): Exceptional items	0	0	0	0
Profit/Loss before Taxation	1,873.06	1,240.26	1,854.85	1,260.17
Tax Expense:
Current Tax	323.68	307.73	320.89	307.73
Deferred Tax	217.71	47.50	216.31	47.50
Taxation pertaining to earlier years	(3.96)	19.69	(3.96)	19.69
Net Profit/ Loss for the year	1,335.63	865.34	1,321.61	885.25
Profit/Loss for the year attributable to:
Equity holders of the Parent Non-controlling interests
Other Comprehensive Income
A) Items that will not be reclassified to Profit & Loss
(i) Remeasurement of the defined benefit plans	0.04	(1.32)	(0.39)	(1.32)
(ii) Tax relating to items that will not be reclassified to profit and loss	0.01	0.38	0.11	0.38
B) Items that will be reclassified to Profit & Loss	0	0	0	0
(i) Foreign Currency Monetary Translation Reserve	0	0	0	0
Total Other Comprehensive Profit/ (Loss for the year, net of tax	0.05	(0.94)	(0.28)	(0.94)
Total Comprehensive Income for the year comprising Profit/ (Loss) & Other Comprehensive Income	1,335.68	864.40	1,321.33	884.31

The Companys standalone revenue from operations for the FY 2025-26 was C 5,903.75 million, an increase of 30.35% from previous financial years revenue of Rs.4,529.28 million. The net profit after tax of the Company for the FY 2025-26 was C1,321.61 million, an increase of 49.29% from the previous financial years net profit of Rs.885.25 million.

On Consolidated basis, revenue from operations of the Company for the FY 2025-26 stood at C6,029.75 million compared to Rs.4,573.54 million in previous financial year, reflecting a robust growth of 31.84%. The net profit after tax increased to C1,335.63 million in FY2025-26 from Rs.865.34 million in previous financial year, marking a significant rise of 54.34%.

There has been no change in the nature of the business of the Company during the period under review.

2. DIVIDEND:

The Board of Directors do not recommend any dividend for FY2025-26.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company has formulated a Dividend Distribution Policy which can be accessed on the Companys website at https://azad.in/wp-content/uploads/2026/06/ .

3. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31, 2026, your Company has two subsidiaries, namely Azad VTC Private Limited and Azad Prime Private Limited and there has been no change in the nature of business of these subsidiaries during the FY 2025-26 nor any change in the shareholding of these subsidiaries.

The Company has no Associate or Joint Venture Companies as defined in Section 2(6) of the Companies Act 2013 (Act).

Pursuant to Section 129(3) of the Act, the Company has, in addition to standalone financial statements, prepared a consolidated financial statement of the Company and all its subsidiaries for the FY2025-26 in accordance with IND AS 110 as specified in Companies (Indian Accounting Standards) Rules, 2015, and these form part of this Annual Report. Further, as per Section 129(3), Form AOC - 1 viz a statement containing the salient features of the financial statements of all subsidiaries of the Company is attached as Annexure - 1 to this Boards Report.

In accordance with Section 136 of the Act, the audited financial statements, together with related information and other reports of each of the subsidiary companies are uploaded on the Companys website and can be accessed on the website of the Company at and these are also available for inspection during the regular business hours at the registered office of the Company and/or in electronic form.

Material Subsidiaries

Pursuant to Regulation 16(1)(c) of the Listing Regulations, a Material Subsidiary shall mean a Subsidiary whose turnover or net worth exceeds ten (10) percent of the consolidated turnover or net worth of the Company and its subsidiaries in the immediately preceding accounting year. Further, the Company has formulated a policy for determining material subsidiaries in compliance with aforesaid regulation and it can be accessed on the website of the Company at https://azad.in/wp-content/uploads/2026/03/Policv-for-Determining-Material-Subsidiarv.pdf

The Company does not have any Material Subsidiaries.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserve for the FY2025-26. The profit for the FY2025-26 would be retained in the Retained Earning Account. The closing balance of Retained Earning Account as on March 31, 2026, is C3,942.02 Million.

5. PUBLIC DEPOSITS:

The Company has not accepted any deposits in terms of Chapter V of the Act.

6. SHARE CAPITAL AND CHANGES, IF ANY:

There was no change in the share capital of the Company during the FY2025-26. The Authorised Share Capital of the Company was Rs.15,00,00,000/- (Rupees Fifteen Crore only), divided into 7,50,00,000 (Seven Crore Fifty Lakh) equity shares of Rs.2/- (Rupees Two only) each.

As on March 31, 2026, paid up share capital of the Company was C12,91,63,486/- comprising of 64,581,743 Equity Shares of C2 each.

Further, during the year under review, the Company has neither bought back any of its securities nor issued any sweat equity shares.

7. EMPLOYEES STOCK OPTION SCHEME:

The Company has implemented Azad ESOP Scheme, 2024 (ESOP Scheme) and it is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulation, 2021. The ESOP Scheme is available and can be accessed on the Companys website at https://azad.in/wp-content/uploads/2025/07/ESOP-policy.pdf. During the FY2025-26 there has been no change in the ESOP Scheme. Further, since implementation of ESOP Scheme in FY2024-25 till March 31, 2026, the Company has not granted any Options under the ESOP Scheme.

The Companys Secretarial Auditor has certified that the ESOP Scheme of the Company has been implemented in accordance with the Regulations and the resolution approved by the members in this regard.

The disclosure in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations and Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is attached as Annexure - 2 to this Boards Report.

8. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS MADE:

The details of loans, guarantees, and investments made by the Company are disclosed in the notes to the Standalone Financial Statements, which forms part of this Annual Report.

9. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In preparation of the Annual Accounts for the financial year ended March 31, 2026, the applicable Accounting Standards have been followed and there are no material departures.

ii. They have selected such Accounting Policies and applied by them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the Annual Accounts on a going concern basis.

v. They have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

As on March 31, 2026, the Board of Directors consists of eight Directors out of which four are Independent Directors and remaining are Executive Directors. Further, out of eight directors two of them are Women Directors.

During the FY2025-26 there was no change in the Directors of the Company.

The details of the Directors are provided in the Corporate Governance Report which forms part of this Annual Report. Directors Liable to Retire by Rotation

Pursuant to Section 152(6) of the Act, Mr. Rakesh Chopdar (DIN: 01795599), Whole-time Director, Chairman and Chief Executive Officer of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible he seeks re-appointment.

Reappointment of Executive Directors

The members of the Company at their Extra Ordinary General Meeting held on September 15, 2023, had appointed Mr. Rakesh Chopdar (DIN: 01795599), as the Chairman and Chief Executive Officer for a term of three years which ends on September 12, 2026. Further, the members at the said Extra Ordinary General Meeting, had also appointed Mrs. Jyoti Chopdar (DIN: 03132157) and Mr. Vishnu Malpani (DIN: 10307319) as the Whole-Time Directors of the Company for a term of three years which ends on September 12, 2026.

Mr. Rakesh Chopdar, Mrs. Jyoti Chopdar, and Mr. Vishnu Malpani had expressed their willingness to be reappointed to their existing office in the Company. The Company had received a notice from a member proposing the candidature of Mr. Rakesh Chopdar, Mrs. Jyoti Chopdar, and Mr. Vishnu Malpani to be reappointed as the WholeTime Directors of the Company. The Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee, at its meeting held on May 12, 2026, and subject to approval of the members, had appointed Mr. Rakesh Chopdar as the Whole-Time Director and Chief Executive Officer and designated him as the Chairman of the Company for a period of five years with effect from September 13, 2026 at remuneration and terms and conditions which are provided in the resolution and explanatory statement of the Notice convening the 43 rd Annual General Meeting which forms part of this Annual Report. The Board of Directors at its meeting held on May 12, 2026, had also appointed Mrs. Jyoti Chopdar and Mr. Vishnu Malpani as the Whole-Time Directors of the Company for a period of five years with effect from September 13, 2026, at remuneration and terms and conditions which are provided in the resolution and explanatory statement of notice as aforesaid. The Board of Directors recommend to the members the resolution no. 4, 5, 6 relating to aforesaid appointments to be approved.

Independent Directors:

Four Independent Directors are on the Board of the Company, and their details are provided in the Corporate Governance Report which forms part of this Annual Report.

In accordance with Section 149(7) of the Act all the Independent Directors have submitted declarations that each of them meet the criteria of Independence as mentioned in Section 149(6) of the Act and rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations and there has been no change in circumstances affecting their status as Independent Directors. The Independent Directors have affirmed adherence to the Code for Independent Directors prescribed in Schedule IV of the Act. The Board has taken on record the said declarations received from the Independent Directors.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience to fulfil their duties as Independent Directors.

In accordance with Schedule V of the Act and Regulation 25(3) of the Listing Regulations a separate meeting of the Independent Directors was held in FY2025-26. The details of the meeting are provided in the Corporate Governance report which forms of this Annual Report.

Key Managerial Personnel(s):

During the FY2025-26 the following changes occurred in the Key Managerial Personnel (KMP) of the Company.

a. Mr. Ful Kumar Gautam resigned from his position as Company Secretary and Compliance Officer of the Company with effect from November 28, 2025.

b. Mr. Gunda Praneeth Abhishek was appointed as the Company Secretary, Compliance Officer, and Head Legal with effect from November 29, 2025.

As on March 31, 2026, following are the KMP of the Company:

Sr. No.	Name of KMP	Designation
1.	Rakesh Chopdar	Executive Chairman and CEO
2.	Murali Krishna Bhupatiraju	Managing Director
3.	Jyoti Chopdar	Whole-Time Director
4.	Vishnu Malpani	Whole-Time Director
5.	Ronak Jajoo	Chief Financial Officer
6.	G. Praneeth Abhishek	Company Secretary, Compliance Officer and Head Legal

11. PARTICULARS OF BOARD MEETINGS AND ITS COMMITTEES:

During the FY2025-26, 11 Board meetings were held, details of which are given in the Corporate Governance Report, which forms part of this Annual Report. Necessary quorum was present at all the meetings and the maximum gap between the two Meetings did not exceed 120 days.

The Company has duly constituted Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee and Stakeholders Relationship Committee. The details of the Committees are provided in the Corporate Governance report which forms part of this Annual Report.

All the recommendations made by the aforesaid Committees were accepted by the Board.

12. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has a Familiarisation Program in place for its Independent Directors to acquaint them with the Company, their roles and responsibilities, Companys business model, and operational aspects. Details of Familiarisation Program for Independent Directors is given in the Corporate Governance Report, which forms part of this Annual Report.

13. NOMINATION & REMUNERATION POLICY:

Pursuant to Section 178(3) of the Act and Regulation 19(4) of the Listing Regulations, the Company has adopted a Nomination and Remuneration Policy for inter alia for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration, and performance evaluation of Directors. The Policy can be accessed on the Companys website at

14. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out the performance evaluation of itself, its Committees and individual Directors. The outcome of the performance evaluation was reviewed by the Board and performance of the Board and its Committees and Directors were found satisfactory. Details of the Board evaluation are provided in the Corporate Governance Report, which forms part of this Annual Report.

15. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company complies with Secretarial Standards 1 and 2 relating to Meetings of the Board of Directors and General Meetings, issued by the Institute of Company Secretaries of India.

16. UNSECURED LOANS FROM DIRECTORS:

The Company has not accepted any amount as unsecured loans from Directors of the Company.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All the transactions entered into by the Company with related parties during FY2025-26 were at Arms length basis and in ordinary course of business. Further, there were no material transactions with related parties during the FY2025-26, hence disclosure of related party transactions in Form AOC - 2 as required under Section 134(3) (h) of the Act is not applicable.

The details of transactions with related parties are provided in the note 31 to the Standalone Financial Statements which form part of this Annual Report.

The Policy of the Company for determining materiality of Related Party Transactions and dealing with Related Party Transactions can be accessed on the Companys Website at .

18. CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted Corporate Social Responsibility Committee (CSR Committee) and has formulated and implemented a Corporate Social Responsibility Policy which can be accessed on the Companys website at .

During the FY2025-26 the Company has undertaken various Corporate Social Responsibility activities in compliance with the Act which were recommend by the CSR Committee and approved by the Board. The Annual Report on CSR activities is attached as Annexure - 3 to the Boards Report.

The Composition of Corporate Social Responsibility Committee is disclosed in the Corporate Governance Report which forms part of this Annual Report.

The Company was not required to carry out Impact Assessment of its CSR activities which were undertaken.

19. AUDITORS:

a. STATUTORY AUDITORS

The members of the Company, on the recommendation of the Audit Committee and the Board of Directors, had at their 39 th Annual General Meeting held on December 29, 2022, appointed M/s. MSKA & Associates, Chartered Accountants (FRN: 105047W), as the Statutory Auditors of the Company to hold office till conclusion of 44 th Annual General Meeting of the Company. During the FY2025-26, M/s. MSKA & Associates, Chartered Accountants, converted from a partnership firm into a Limited Liability Partnership (LLP) under the provisions of the Limited Liability Partnership Act, 2008 with effect from January 13, 2026. Consequent to such conversion, the firm is now known as M S K A & Associates LLP, Chartered Accountants and with ICAI Firm Registration No. is 105047W/W101187.

The Statutory Auditor has carried out audit and issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026. The Auditors Report, read with the relevant notes as given in the Notes on Accounts for the year ended March 31, 2026, are self-explanatory and therefore do not call for any further comments under Section 134(3)(f) of the Companies Act, 2013.

During the year under review there were no instances of fraud reported by the Statutory Auditor.

b. Secretarial Auditors

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Shareholders of the Company at their 42 nd Annual General Meeting held 30 th September 2025, appointed Mr. Ashish Kumar Gaggar, Pracitcing Company Secretary (FCS: 6687, COP:7321), as the Secretarial Auditor of the Company for a period of five (5) years with effect from 1 st April 2025.

The Secretarial Auditor has carried out audit and issued Audit Report with unmodified opinion for the financial year ended March 31, 2026, which is self-explanatory and therefore do not call for any further comments. The Secretarial Audit Report is attached as Annexure - 4 to this Boards Report.

The Secretarial Auditor in terms of Regulation 24A of the Listing Regulations, has issued the Annual Secretarial Compliance Report which was submitted to the Stock Exchanges within the statutory timeline.

Mr. Ashish Kumar Gaggar has confirmed that he is not disqualified from continuing as the Secretarial Auditors of the Company and satisfies the prescribed eligibility criteria

The Company does not have any material unlisted subsidiary company as on March 31, 2026; hence Secretarial Audit of such Subsidiary Companies is not applicable.

During the year under review there were no instances of fraud reported by the Secretarial Auditor.

c. Cost Audit

Pursuant to Section 148 of the Act read with the Cost (Records and Audit) Rules, 2014, based on export criteria mentioned in the said rules, Cost Audit is not applicable to the Company for the FY2025-26. The Company is maintaining cost records as specified in Section 148(1) of the Act.

d. Internal Auditors

The Board of Directors, based on the recommendation of the Audit Committee, have appointed M/s. Agarwal and Ladda, Chartered Accountants, as the Internal Auditors of the Company. The Internal Auditors are submitting their reports on quarterly basis to the Audit Committee and Board of Directors of the Company.

During the year under review there were no instances of fraud reported by the Internal Auditor.

20. VIGIL MECHANISM:

The Company has formulated and implemented Vigil Mechanism/ Whistle Blower Policy to report concerns. The policy can be accessed on the Companys website on . A dedicated email is provided for reporting concerns under the policy. Also, the stakeholders can submit their concerns in writing by post or courier to the Ombudsman appointed under the said policy.

21. RISK MANAGEMENT POLICY:

The Company has formulated and implemented a Risk Management Policy which can be accessed on the Companys website at .

The details of the Risk Management Committee of the Board are provided in the Corporate Governance Report which forms part of this Annual Report.

22. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIALS STATEMENTS:

The Company has in place adequate internal financial controls commensurate with the nature and size of business and operations of the Company.

23. CORPORATE GOVERNANCE:

Pursuant to Regulation 34 of the Listing Regulations a detailed report on Corporate Governance together with Secretarial Auditors Certificate certifying the compliance of conditions of Corporate Governance forms part of this Annual report.

24. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis report is available and forms part of this Annual Report.

25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34 of the Listing Regulations the Business Responsibility and Sustainability Report detailing the various initiatives taken by the Company on the Environmental, Social and Governance form part of this Annual report and accessible on the Companys website at .

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

Information in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo pursuant to Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, in the manner prescribed is attached as Annexure - 5 to this Boards Report.

27. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There were no significant and material orders passed by the authorities impacting the going concern status and the Companys operations in the future during the year under review.

28. PARTICULARS OF REMUNERATION TO EMPLOYEES:

The information required under to disclosed pursuant to Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure - 6 to this Boards Report. The details of employees posted and working outside India in receipt of a remuneration of C60 Lakhs or more per annum or C5 Lakh or more a month are excluded from the report and such details are available to any shareholder for inspection at the registered office of the Company or through electronic mode, during the business hours on working days up to the date of forthcoming 43 rd Annual General Meeting of the Company. Any shareholder access the aforesaid information by writing to the Company Secretary.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has formulated and implemented a policy for prevention, prohibition and redressal of sexual harassment of women at workplace. The policy can be accessed on the Companys website at . The Company has constituted an Internal Committee in compliance with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

During the year under review, following is the status of complaints.

Number of Complaints pending as on April 1, 2025: Nil

Number of Complaints received during the FY2025-26: Nil

Number of Complaints disposed of during the FY2025-26: Not applicable

Number of Complaints pending as on March 31, 2026: Nil

30. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2026, is available and can be accessed on Companys website at

31. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

During the FY2025-26 the Company was not required to credit any amount to the Investor Education and Protection Fund constituted under Section 125(1) of the Act.

32. MATERNITY BENEFIT

The Company has complied with the Maternity Benefit Act, 1961/ the Code on Social Security, 2020.

33. MATERIAL CHANGES AND COMMITMENTS, IF ANY:

There were no Material Changes and Commitments affecting financial position of the Company occurring after end of financial year till the date of Boards Report.

34. OTHER DISCLOSURES

a. Disclosure of any One-Time Settlement

During the year under review, the Company had not entered any settlement with Banks or Financial Institution.

b. Disclosure under the Insolvency and Bankruptcy Code, 2016 (Code)

Neither the Company nor any applicant has filed any application under the Code. Hence the requirement to disclose the details and status of any application filed or proceedings pending under the Code for the period under review is not applicable.

35. ACKNOWLEDGEMENT:

Your Directors take this opportunity to record their sincere appreciation and wish to express their thanks to the Companys clients, bankers, shareholders, and business associates who, through their continued support and cooperation, have helped as partners in your Companys progress.

By order of the Board of Directors of Azad Engineering Limited

	Rakesh Chopdar	Vishnu Malpani
Date: May 15, 2026	Chairman and CEO	Whole-Time Director
Place: Hyderabad	DIN: 01795599	DIN: 10307319