Azad Engineering Ltd Directors Report

To

The Members,

Azad Engineering Limited ("Company")

Dear Members,

Your Directors are pleased to present the 42nd Annual Report for the Financial Year 2024?2025 of your Company on the business and operations of the Company together with the Audited Financial Statements for the financial year ended on 31st March 2025 ˜Standalone and Consolidated), and the Auditors Reports thereon.

1. FINANCIAL RESULTS:

The Companys financial performance for the year under review along with the previous years figures are given hereunder: ˜• in Millions)

Particulars	Consolidated		Standalone
	2024 25	2023 24	2024 25	2023 24
Revenue from operations	4,573.54	3,407.71	4,529.28	3,407.71
Less: Total Expenses (other than Finance Cost,	3,255.30	2,447.13	3,205.24	2,447.13
Exceptional Items and tax)
Profit/Loss from operations (before Other Income and Finance Cost and Exceptional Items)	1,318.24	960.58	1,324.04	960.58
Add: Other Income	105.91	319.93	115.49	319.93
Profit/ Loss from operations after Other Income and before Finance Cost and Exceptional Items and tax	1,424.15	1,280.51	1,439.53	1,280.51
Less: Finance Costs	183.89	472.65	179.36	472.65
Profit/ Loss before exceptional items and tax	1,240.26	807.86	1,260.17	807.86
Add/˜Lessš? Exceptional items	0	0	0	0
Profit/Loss before Taxation	1,240.26	807.86	1,260.17	807.86
Tax Expense:
Current Tax	307.73	146.21	307.73	146.21
Deferred Tax	47.50	75.85	47.50	75.85
Taxation pertaining to earlier years	19.69	-	19.69	-
Net Profit/ Loss for the year	865.34	585.80	885.25	585.80
Other Comprehensive Income
Aš Items that will not be reclassified to Profit & Loss
(i) Remeasurement of the defined benefit plans	?1.32	?3.58	?1.32	?3.58
(ii) Deferred tax relating to above items	0.38	1.04	0.38	1.04
Bš Items that will be reclassified to Profit & Loss		0	0	0
(i) Foreign Currency Monetary Translation Reserve		0	0	0
Total Other Comprehensive income/loss for the year, net of tax	0.94	2.54	0.94	2.54
Total Comprehensive Income for the year	864.40	583.26	884.31	583.26

There were no revisions of financial statements and the Boards Report of the Company during the year under review. The financial statements have been prepared in accordance with Indian Accounting Standards ("IndAS") as per the Companies ˜Indian Accounting Standards) Rules, 2015 as amended and notified under section 133 of the Act and other relevant provisions of the Act.

FINANCIAL PERFORMANCE REVIEW FOR F.Y. 2024-25:

Standalone

Revenue from operations stood at •4,529.28 million in F.Y 2024?25-compared to •3407.71 million in FY 2023?24, reflecting a robust growth of 32.91% Net profit after tax increased to •885.25 millions in F.Y 2024?25 from •585.80 millions in F.Y 2023?24, marking a significant rise of 51.12%

Consolidated

Revenue from operations stood at •4,573.54 millions in F.Y 2024?25-compared to •3407.71 millions in FY 2023? 24, reflecting a robust growth of 34.21% Net profit after tax increased to •865.34 millions in F.Y 2024?25 from •585.80 millions in F.Y 2023?24, marking a significant rise of 47.72%

2. CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the Securities and Exchange Board of India ˜Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and applicable provisions of the Companies Act, 2013 ("the Act") read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial Year 2024?2025, have been prepared in compliance with applicable Accounting Standards and on the basis of Audited Financial Statements of the Company and its subsidiary companies, as approved by the respective Board of Directors of such Companies.

The Consolidated Financial Statements together with the Auditors Report forms part of this Annual Report.

The Audited Standalone and Consolidated Financial Statements for the Financial Year 2024?2025 will be laid before the Annual General Meeting for approval of the Members of the Company and are also available on the Website of the Company at https://azad.in/finanicals/

3. REVIEW OF BUSINESS OPERATIONS, STATE OF COMPANYS AFFAIRS AND FUTURE PROSPECTS:

During the year under review, the revenues of the Company increased from •3,407.71 million to •4,529.28 million. This growth of approximately 32.91 % , setting new benchmarks with our highest-ever annual figure. We are pleased to report that the company concluded the financial year with outstanding performance, delivering our highest-ever quarterly and annual results. We surpassed our given revenue and margin guidance, reflecting the effectiveness of our strategic initiatives and execution. Our expansion plans continue to gain strong traction, with several key customers securing long-term capacity through our on-going capacity expansion. This has significantly strengthened our order book and reaffirmed our leadership position in the market.

With a robust balance sheet and strong financial momentum, we are targeting revenue growth of –30%. This will be supported by healthy, sustainable margins and disciplined investments aimed at addressing evolving customer demands. Looking ahead, we remain confident in our ability to accelerate growth and create enduring value for all our stakeholders.

4. DIVIDEND:

With a view to conserve resources for future operations and growth, the Board has not recommended any dividend for Financial Year 2024?2025.

As per the Securities and Exchange Board of India ˜Listing Obligations Disclosure Requirements) Regulations, 2015, as amended, the top one thousand listed entities based on market capitalization (calculated as on 31st March of every financial year) shall formulate a dividend distribution policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in the annual report. The Company has formulated a Dividend Distribution Policy and the same have been uploaded on the Companys website https://www.azad.in/policies/

5. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on 31st March, 2025, the Company has following subsidiaries: a) Azad VTC Private Limited, which was incorporated on March 29, 2024 b) Azad Prime Private Limited which was incorporated on April 12, 2024

Further, as on 31st March, 2025, the Company did not have any joint ventures or associate companies.

Further, a separate statement containing the salient features of the financial statements of all subsidiaries in prescribed Form AOC 1 in Annexure-A, is also included. This statement provides details of the performance and financial position of each subsidiary company. The audited financial statements, together with related information and other reports of each of the subsidiary companies are available on the Companys website at https://azad.in/ finanicals/ The Policy of determining material subsidiaries as approved by the board is uploaded on the Companys Website at https://www.azad.in/policies/

6. CHANGES IN THE NATURE OF BUSINESS:

During the year under review, there were no changes in the nature of the Companys business.

7. TRANSFER TO RESERVES:

For the financial year ended on 31st March, 2025, the Company transferred: a. • 885.25 million, i.e., Profit for the year, to the Retained Earnings Account under Reserves and Surplus; b. • 6,989.06 million, i.e., Securities Premium from the issue of equity shares, to the Securities Premium Account under Reserves and Surplus.

8. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company was not required to credit any amount to the Investor Education and Protection Fund constituted under Section 125˜1) of the Companies Act, 2013.

9. SHARE CAPITAL AND ITS CHANGES:

During the year under review, the Authorised Share Capital of the Company was •15,00,00,000/- ˜Rupees Fifteen Crore only), divided into 7,50,00,000 ˜Seven Crore Fifty Lakh) equity shares of •2/- ˜Rupees Two only) each. During the year under review, the company has issued by way of Qualified Institutional Placement ˜QIP) of 54,68,750 Equity Shares of • 1280/- per equity share (including a premium of • 1278/- per equity share and a face value of • 2/- per Equity Share) aggregating to •7000/- million. This issue was undertaken in reliance upon Chapter VI of the Securities And Exchange Board Of India ˜Issue of Capital And Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations") and Section 42 of the Companies Act, 2013 ("Companies Act"), Read with Rule 14 of the Companies ˜Prospectus And Allotment Of Securities) Rules, 2014, as Amended ("Pas Rules") and other applicable Provisions of the Companies Act And the Rules Made thereunder, each as amended.

Considering the above issue of shares by QIP The paid-up Equity Share Capital of the Company has increased from • 11,82,25,986/- to • 12,91,63,486/- As on 31st March, 2025 is • 12,91,63,486/- comprising of 64,581,743 Equity Shares of • 2 each.

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

10. Qualified Institutional Placement:

The company raised a sum of • 7,000/- Million through QIP in February 2025. The proceeds from the QIP will be used for funding

• Capital expenditure such as purchase of machinery and equipment: • 5,250/- Million

• General corporate purposes: • 1,562/- Million

11. EMPLOYEES STOCK OPTION SCHEME:

The Members in the Extra-ordinary General Meeting held on 28th January, 2025 has approved "Azad ESOP Scheme, 2024" ˜Schemeš to create, grant, offer, issue and allot at any time, in one or more tranches, to or for the benefit of eligible employees (as defined in the Scheme) employee stock options ˜Options) not exceeding 2% (two percent) of the paid-up share capital of the Company as on 3rdJanuary, 2025 exercisable into 11,82,259 equity shares of the Company, in one or more tranches, at such price or prices, and on such terms and conditions as may be fixed or determined in accordance with the Scheme and in compliance with the Applicable Laws. The necessary approval from members was also accorded to extend the benefits and coverage of such Scheme to the eligible employees of the group company(ies), associate company(ies), subsidiary company(ies) whether in India or outside India or of a holding company of our Company. During the financial year 2024Ÿ2025, the Company has not granted any stock options under the Scheme.

The Azad ESOP Scheme, 2024 of the Company is available on the website of the Company at https://azad.in/wp-content/uploads/2025/07/ESOP-policy.pdf The certificate from the Secretarial Auditor on the implementation of Scheme in accordance with the Securities and Exchange Board of India ˜Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) ("SEBI SBEB Regulations"), has been uploaded on the website of the Company at https://azad.in/policies/ The disclosures in compliance with the Securities and Exchange Board of India ˜Share Based Employee Benefits and Sweat Equity) Regulations and Section 62˜1š˜bš of the Act read with Rule 12˜9) of the Companies ˜Share Capital and Debentures) Rules, 2014 are set out in ‘Annexure-F

12. ANNUAL RETURN:

The Annual Return pursuant to the provisions of Section 92˜3) of the Companies Act, 2013, read with Rule 12 of the Companies ˜Management and Administration) Rules, 2014, can be accessed at https://www.azad.in/finanicals/ annual-return/

13. PARTICULARS OF BOARD MEETINGS AND GENERAL MEETINGS CONDUCTED:

During the year under review, 10 Board meetings were held and details of Board Meetings held are given in the Corporate Governance Report.

The intervening gap between the two Meetings were within the time limit prescribed under Section 173 of the Act read with Regulation 17 ˜2) of the Securities and Exchange Board of India ˜Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

The 41st Annual General Meeting ˜AGM) of the Company was held on 27th September, 2024 through Video Conferencing /Other Audio Visual Means.

01/2024?2025 Extraordinary General Meeting of the Company was held on 28th January, 2025 through Video Conferencing / Other Audio Visual Means.

14. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the guidelines of Secretarial Standard-1 ˜Board Meetings) and Secretarial Standard-2 ˜General Meetings), issued by the Institute of Company Secretaries of India ˜ICSI) and approved by the Central Government pursuant to Section 118˜10) of the Companies Act, were adhered to while conducting the respective meetings.

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

The details of loans, investments made by the Company during the year under review are provided in the notes to the Financial Statements forming part of this Annual Report.

Further, there is no guarantees issued by the Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued there under.

16. UNSECURED LOANS FROM DIRECTORS:

During the year under review, the Company has not accepted any amount as unsecured loans from Directors pursuant to the applicable provisions of the Companies Act, 2013.

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

The Company has in place a robust process for approval of Related Party Transactions and on dealing with Related Parties. As per the process, necessary details for each of the Related Party Transactions as applicable along with justification are provided to the Audit Committee in terms of the Companys Policy on Materiality of Related Party Transactions as required under the regulations/ provisions of listing regulations and Act.

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of the Companys business. Further, there are no material related party transactions during the year under review with any Related Parties. Hence, disclosure in Form AOC?2 is not required to be annexed to this Report.

Further, the details of the related party transactions as required under Indian Accounting Standard are set out in the notes to the Financial Statements forming part of this Annual Report.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Companys Website at https://www.azad.in/policies/

18. MATERIAL CHANGES AND COMMITMENTS, IF ANY:

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

19. 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 annexed to this Report at Annexure–C.

20. RISK MANAGEMENT POLICY:

The Risk Management Committee of the Company is duly constituted and composition of Risk Management Committee is mentioned appropriately in Corporate Governance Report, which is part of this Annual Report. In the Boards view, there are no material risks, which may threaten the existence of the Company.

The Company has in place "Risk Management Policy" and has also engaged an external agency to further develop the Enterprise Risk Management Framework of the Company. The Risk Management Policy of the Company is available on the website of the Company at https://www.azad.in/policies/

21. NOMINATION & REMUNERATION POLICY:

In compliance with the provisions of Companies Act, 2013 and the Securities and Exchange Board of India ˜Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board had framed a Nomination and Remuneration Policy for selection and appointment of Directors, Key Managerial Personnel, senior management and their remuneration. The Company affirms that the remuneration paid is as per Nomination and Remuneration Policy of the Company. The said Policy is available on the website of the Company at https://www. azad.in/policies/ Further, neither the Managing Director nor the Wholetime Directors of the Company receive any remuneration or commission from any of its subsidiaries.

22. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Section 149 ˜6) of the Act read with the Schedule and Rules issued thereunder as well as Regulation 16 of the Securities and Exchange Board of India ˜Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") (including any statutory modification(s) or re- enactment(s) thereof for the time being in force). There has been no change in the circumstances affecting their status as Independent Directors of the Company. Further, all Independent Directors of the Company have registered their names in the Independent Directors Data bank.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act.

23. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Details of Familiarisation Program for Independent Directors is given in the Corporate Governance Report, which forms part of this Annual Report.

24. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act, the Listing Regulations and Nomination and Remuneration Policy of the Company, the Nomination and Remuneration Committee ("NRC") and the Board has carried out the annual performance evaluation of the Board, its Committees and individual Directors by way of individual and collective feedback from Directors. The details of the same is given in the Corporate Governance Report, which forms part of this Annual Report.

25. AUDIT COMMITTEE:

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

The Board accepted all the recommendations made by Audit Committee during the year.

26. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIALS STATEMENTS:

Under Section 134˜5š˜eš of the Act, Internal Financial Control encompasses the policies and procedures implemented by a company to ensure the efficient and orderly conduct of its business operations. These include adherence to company policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. The Company maintains a robust Internal Financial Control system through well-established policies and procedures. It employs a structured approach involving function-specific reviews and risk reporting by senior management. Significant matters are promptly escalated to the Audit Committee and the Board. Additionally, internal Standard Operating Procedures ˜SOPsš are clearly defined and documented to ensure proper authorization, recording, and reporting of all financial transactions. To ensure accurate recording of day-to-day financial transactions and reporting, the Company utilizes a comprehensive ERP system. This system is equipped with adequate controls to integrate accounting records and prevent any potential control failures. The ERP system also maps out policies, procedures, SOPs, which are subject to audit by both internal and statutory auditors of the Company. Statutory Auditors in their report expressed an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financials.

The Statutory Auditors and Internal Auditors are regularly invited to the meetings of the Audit Committee, where they present their observations and assessments regarding the adequacy and effectiveness of the internal financial controls. Based on these presentations and its own evaluation, the Audit Committee provides its recommendations and insights to the Board of Directors for continuous improvement in the Companys internal control environment.

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. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE

REPORTABLE TO THE CENTRAL GOVERNMENT:

During the year under review, the Statutory Auditors of the Company have not reported any frauds to the Board of Directors as prescribed under Section 143˜12) of the Companies Act, 2013 and the rules made thereunder.

29. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

During the financial year under review and till the date of approval of this Directors Report, the Companys Boards of Directors are as follows:

Name	Designation	DIN
Rakesh Chopdar	Wholetime Director, Chairman and CEO	01795599
Murali Krishna Bhupatiraju (w.e.f January 03, 2025š	Managing Director	10883843
Jyoti Chopdar	Wholetime Director	03132157
Vishnu Malpani	Wholetime Director	10307319
Michael Joseph Booth	Independent Director	10309295
Subba Rao Ambati	Independent Director	01722940
Madhusree Vemuru	Independent Director	10304579
Deepak Kabra (w.e.f January 03, 2025š	Independent Director	10878892

Based on the confirmations received from all the directors, none of the Directors are disqualified for being appointed/re-appointed as directors in terms of the Companies Act, 2013, or under the Securities and Exchange Board of India ˜LODRš Regulations, 2015.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors Further, In accordance with the provisions of Section 152 of the Act, Mrs. Jyoti Chopdar ˜DIN? 03132157š, Wholetime Director of the Company, is retiring by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. An appropriate resolution for her re-appointment is being placed in the notice of AGM for the approval of the shareholders of the Company.

Following changes occurred during the financial year and between the end of the financial year of the Company and the date of this Report:

a) Mr. Deepak Kabra (DIN: 10878892), as per the recommendation of the Nomination and Remuneration Committee and after considering his knowledge, acumen, expertise and experience was appointed as Additional Director ˜Category: Non-Executive, Independent) of the Company by the Board to hold office for his first term of five consecutive years w.e.f. January 03, 2025 subject to approval and regularization by members of the Company in General Meeting as Independent Director on the Board. Further, considering that he possesses the skills and capabilities as required under the Companies Act and the Listing Regulations, and that it is desirable and in the interest of the Company to have him on the Board as an Independent Non-Executive Director, Mr. Deepak Kabra ˜DIN? 10878892) was regularized and appointed by the members as an Independent Director for a first term of five consecutive years with effect from January 03, 2025. This appointment and regularization was approved by the members at the Extra-ordinary General Meeting held on January 28, 2025, in accordance with the provisions of Sections 149, 150, 152, and 161, read with Schedule IV and other applicable provisions of the Companies Act, 2013, and the Listing Regulations.

Brief Profile: Mr. Deepak Kabra is an accomplished banking and finance professional with over two decades of experience specializing in Small and mid-corporate banking, project finance, and business development. Has served as the Country Head for Small and Medium Enterprises and Executive Vice President at IndusInd Bank, he leads complete ecosystem banking for SMEs. His previous role includes senior leadership position at YES bank and ICICI Bank predominantly in small and mid-corporate space. Mr. Deepak Kabra also gained valuable experience in marketing and sales during his tenure at Tata Chemicals Ltd With a proven track record of driving growth and innovation, he is recognized for his expertise in structured finance, corporate banking, and strategic leadership. Mr. Deepak Kabra is also a fellow member of ICAI

b) Mr. Murali Krishna Bhupatiraju (DIN: 10883843), as per the recommendation of the Nomination & Remuneration Committee and after considering his varied experience, skills, knowledge & capabilities was appointed as Managing Director of the Company, in the Board Meeting held on January 03, 2025 for a term of 5 years, in accordance with the provisions of section 161 of the Companies Act, 2013 read with the Articles of Association of the Company. Further, his appointment was further regularized by the members at the Extraordinary General Meeting held on January 28, 2025.

Brief Profile: Mr. Murali Krishna Bhupatiraju is a multi-disciplined executive with holistic approach integrating Engineering, Operations, and Strategy. He is passionate about developing the next generation of manufacturing leaders in India using lean and visual process. Mr. Murali Krishna Bhupatiraju brings subject matter expertise in

Operations Management, Corporate Finance, and Metal Forming. He has over 25 years of industry experience in leading companies to identify value opportunities, drive change, and standardize operating systems. He held techno-commercial leadership roles at Bharat Forge America ˜President & CFOš, Dyson Corporation ˜CFOš, and Gerdau Macsteel ˜General Manager). He also holds advanced degrees in Industrial Engineering ˜Ohio State), Management ˜Michigan State), and Computer Science ˜Georgia Tech).

Key Managerial Personnel(s):

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2˜51) and 203 of the Companies Act, 2013 read with the Companies ˜Appointment and Remuneration of Managerial Personnel) Rules, 2014?

Sr. No.	Name of Key Managerial Personnel(s)	Designation
1.	Rakesh Chopdar	Wholetime Director, Chairman and CEO
2.	?Murali Krishna Bhupatiraju	Managing Director
3.	Jyoti Chopdar	Wholetime Director
4.	Vishnu Pramodkumar Malpani	Wholetime Director
5.	Ronak Jajoo	Chief Financial Officer
6.	Ful Kumar Gautam	Company Secretary and Compliance Officer

* Appointment as Managing Director on January 03, 2025.

30. DEPOSITS:

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

31. PARTICULARS OF REMUNERATION TO EMPLOYEES:

The information required under Section 197 ˜12) of the Act read with Rule 5˜1) of the Companies ˜Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as ‘Annexure-D to this report.

In accordance with the provisions of Section 197˜12) of the Companies Act, 2013, read with Rules 5˜2) and 5˜3š of the Companies ˜Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the names of the top ten employees in terms of remuneration drawn, along with particulars of employees drawing remuneration in excess of the prescribed limits, forms part of this Report.

However, pursuant to the first proviso to Section 136˜1) of the Companies Act, 2013, the Annual Report being circulated to the Shareholders excludes the said statement. Any shareholder interested in obtaining a copy of the statement may request the same by writing to the Company Secretary & Compliance Officer of the Company at cs@azad.in

32. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility Committee has formulated and recommended to the Board a Policy on Corporate Social Responsibility ˜CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The Board, on the recommendation of the CSR Committee, adopted a CSR Policy and annual action plan that strives to meet its societal objectives in accordance with Schedule VII of the Act. The same is available on the Companys website https://www.azad.in/ The Composition of Corporate Social Responsibility Committee is disclosed in the Corporate Governance Report which forms part of this Annual Report.

Further, the report on CSR activities as per the Companies ˜Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report at Annexure-E.

33. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134˜3š˜cš of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm: i. That in preparation of the Annual Accounts for the financial year ended 31st March, 2025, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same; ii. That such Accounting Policies have been selected 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. That proper and sufficient care has been taken by them 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. That the Annual Accounts have been prepared by them on a going concern basis; v. That they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and vi. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

The Company is committed to providing a safe and conducive work environment to its employees. In this regard, your Company has constituted an Internal Complaints Committee ˜ICC) to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at the Workplace ˜Prevention, Prohibition & Redressal) Act, 2013. The details of Complaints are mentioned below: Number of Complaints received during the financial year 2024?25? Nil Number of Complaints disposed of during the financial year 2024?25?NA

Number of Complaints pending as on 31st March, 2025? NA

35. 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:

During the financial year, no application was made by or against the Company, nor is any proceeding pending, under the Insolvency and Bankruptcy Code, 2016.

36.DISCLOSURE ABOUT THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION EXECUTED 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:

During the financial year ended 31st March, 2025, the Company had not entered into any settlement with Banks and Financial Institutions, and hence the said clause is not applicable.

37. AUDITORS:

A. Statutory Auditors

M/s. MSKA & Associates, Chartered Accountants ˜FRN? 105047Wš, holding valid certificate issued by the Peer Review board of the ICAI, were appointed as Statutory Auditors of the Company for a period of five years commencing from the conclusion of the Annual General Meeting held for the Financial Year 2022?23 until the conclusion of the Annual General Meeting to be held for the Financial Year 2026?27. Further, M/s. MSKA

& Associates, Chartered Accountants ˜FRN? 105047Wš,have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and satisfy the prescribed eligibility criteria.

Further, Auditors Report, read with the relevant notes as given in the Notes on Accounts for the year ended 31st March, 2025, are self-explanatory and therefore do not call for any further comments under Section 134˜3š˜fš of the Companies Act, 2013.

B. Cost Auditors

The requirement of appointing Cost Auditor is not applicable on the Company pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies ˜Cost Records and Audit) Rules, 2014. Hence, the Company has maintained cost records and has not appointed any Cost Auditor.

C. Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee has 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.

D. Secretarial Auditors

Pursuant to Regulation 24A of the Listing Regulations read with provisions of section 204 of the Companies Act, 2013 and the Companies ˜Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is mandated that every listed entity and its material unlisted subsidiaries undertake a Secretarial Audit.

Further, listed entities are required to submit an Annual Secretarial Compliance Report, which shall be signed by the appointed Secretarial Auditor or a Peer Reviewed Company Secretary satisfying the conditions as prescribed by the Securities and Exchange Board of India.

In alignment with the aforementioned regulatory framework including the amendments made by the Securities and Exchange Board of India and the provisions of the Companies Act, 2013 regarding Secretarial Audit and appointment of Secretarial Auditor, the Board of Directors of your Company based on the recommendations of the Audit Committee at its Meeting held on September 08, 2025, approved and recommended to the Shareholders for their approval, appointment of Mr. Ashish Kumar Gaggar, a peer reviewed Company Secretary in whole time practice, as the Secretarial Auditor of the Company for a term of 5 consecutive years starting from 1st April, 2025 to 31st March, 2030.

Mr. Ashish Kumar Gaggar have confirmed that he is not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria The Secretarial Audit Report for the financial year 2024?2025, issued by Mr. Ashish Kumar Gaggar, Company Secretary in Practice, in Form No. MR?3, is annexed to this Report as Annexure-B. The qualifications, reservations, or adverse remarks, along with the Managements explanations, are also detailed in Annexure-B.

Except for the matters stated therein, the observations made by the Secretarial Auditor in the said Report are self-explanatory and do not require any further comments under Section 134˜3š˜fš of the Companies Act, 2013.

There is no Material Unlisted Indian Subsidiary of the Company as on 31st March, 2025 and as such the requirement under Regulation 24A of the Listing Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company for financial year 2024?25.

38. CORPORATE GOVERNANCE:

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, Corporate Governance Report and Secretarial Auditors Certificate regarding compliance of conditions of Corporate Governance forms part of this report.

All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Chief Executive Officer is enclosed as a part of the Corporate Governance Report.

39. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has implemented robust internal control systems to ensure the effectiveness and efficiency of its operations, reliability of financial reporting, and compliance with applicable laws and regulations which are commensurate with the size, nature of business, geographical presence, and complexity of the business. The governance structure assigns responsibilities to the Committees of the Board, function heads, and process owners. Policies and procedures are reviewed periodically to keep them relevant in the changing business environment. Detailed standard operating procedures and their controls are well documented and embedded in business processes to mitigate risks in operations, reporting, and compliance. Our Companys ERP, system infrastructure and checks are integral parts of the internal control system. Our Company leverages data analytics, predictive and visualisation tools to identify data exceptions and trends, and actively invests in moving from manual to automated controls. A strong compliance management system monitors the compliance status online and updates compliance requirements with the latest changes in statutes and business operations. The Company has strong Internal Audit governance to assure the adequacy and effectiveness of internal controls. This board periodically reviews the adequacy and effectiveness of the Companys internal controls and the implementation of audit recommendations

40. VIGIL MECHANISM:

The Board, at its meeting, has adopted a Vigil Mechanism Policy that provides a formal mechanism for all Directors and employees to report their genuine concerns, ensuring that the activities of the Company are conducted in a fair and transparent manner. This policy enables them to approach the Board of Directors regarding any unethical behavior, actual or suspected fraud, or violation of the Companys Code of Conduct or Ethics. During the year, no complaints were received in this regard.

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

A Business Responsibility and Sustainability Report as per Regulation 34 of the Securities and Exchange Board of India, Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this report. The said report is available on the website of the Company at https://azad.in/company-announcements/

42. MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

43. DIRECTORS AND OFFICERS (D & O) LIABILITY INSURANCE:

With effect from January 01, 2022, the top 1000 listed entities by market capitalization, calculated as on 31st March of the preceding financial year, was required to undertake Directors and Officers Insurance (‘D and O insurance) for all their Independent Directors and Officers of such quantum and for such risks as may be determined by its board of directors. The company after having discussion with various insurance companies has obtained the Directors and Officers insurance from ICICI Lombard General Insurance Company Limited.

The Board as a general practice is re-assessing the quantum and risk to be covered by the said insurance every year and insurance is being renewed accordingly. The last assessment was done by the Board at its meeting held on May 23, 2025 and the said insurance was renewed w.e.f. April 08, 2025.

44. RECONCILIATION OF SHARE CAPITAL AUDIT:

As required by the Securities and Exchange Board of India, Listing Regulations, quarterly audit of the Companys share capital is being carried out by an independent Practicing Company Secretary with a view to reconcile the total share capital admitted with NSDL and CDSL and held in physical form, with the issued and listed capital. The Practicing Company Secretarys Certificate in regard to the same is submitted to BSE and the NSE and is also placed before the Board of Directors.

45. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The Company believes that the quality of its employees is the key to its success and is committed to providing necessary human resource development and training opportunities to equip employees with additional skills to enable them to adapt to contemporary technological advancements. During the year under review, industrial relations remained harmonious at all our offices and establishments and the management received full co-operation from the employees

46. 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: September 08, 2025	Chairman & CEO	Wholetime Director
Place: Hyderabad	DIN: 01795599	DIN: 10307319