Ajax Engineering Ltd

Dear Shareholders,

The Board of Directors ("Board") of Ajax Engineering Limited ("Company") with immense pleasure present their Report on the business and operations of your Company for the financial year 2023-24. This Report is being presented along with the audited Financial Statements and the Auditor's Report thereon for the financial year ended March 31, 2024.

Financial Performance:

The financial performance for the year under review are given below:

(Amount in Rs. Million)

Financial review

The financial statement for the financial year ended March 31, 2024, forming part of this Annual Report, have been prepared in accordance with the Accounting Standards (AS) as notified by the Ministry of Corporate Affairs.

Our revenue from operations ?ncreased by 51.28% to ty,414.03 million for the Financial Year 2024 from fu,511.28 million for the Financial Year 2023, primarily attributable to an increase in sale of machines to ^16,365.55 million for the Financial Year 2024 from ?10,640.65 million for the Financial Year 2023, mainly on account of an increase in volume of SLCMs sold to 4,610 units (amounting to ?14,825.04 million in revenue generated from sale of SLCMs) for the Financial Year 2024 from 2,961 units (amounting to ?g,56i.68 million in revenue generated from sale of SLCMs) for the Financial Year 2023. The increase in volume of SLCMs sold for the Financial Year 2024 was primarily attributable to an increase in public and pr?vate 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 ^984.32 million for the Financial Year 2024 from ?8i6.92 million for the Financial Year 2023, in line with an increase in sale of machines during the year.

The total expenses increased from previous year and stood at Rs. 14781.57 million in FY 2023-24 as compared to Rs. 9896.20 million in FY 2022-23.

The profit in FY 2023-24 was at Rs. 2251.49 million as compared to profit of Rs. 1359.04 million last year. The ?mprovement in profitability is a result of cost Controls and consulted efforts to ?ncrease 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

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

NATURE & OPERATIONS OF BUSINESS

Ajax Engineering Limited ("the Company") is a Company domiciled in India. The registered office of the Company is located at # 253/1, nth Main, 3rd Phase, Peenya Industrial Area, Bangalore - 560 058, Karnataka, India. The Company was incorporated in 03rd July, 1992.

The produc?s offered by the Company ineludes Self -Loading Concrete Mixers, Transit Mixers, Concrete Batching Pla??s, Concrete Pumps, Boom Pumps, Self-propelled Boom Pump, Slip form Pavers and Concrete 3D printing, being used across various application sectors, viz., roads, Irrlgatlon, Infrastructure, Urban Development, Power, Housing, Industrial Projects, to ?ame a few.

The Company is headquartered at Bangalore and its state-of-the-art manufacturing facilities are sltuated at Doddaballapurand Gowribidanur.

The Company has wide geographical spread of Dealers across the Country along with several touch points catering to the sales and after-sales support to its customers. The Company has also spread its wings entering into the field of International Business and has its Distribution Networks ?n Asia, Middle East, Europe, Africa etc.

CHANGE IN NATURE OF BUSINESS, 1F ANY:

During the period under review there was no change in the business of the Company.

DEPOSITS

The Company has not accepted any Deposit from the members or the public as on 3ist March 2024. There are no small depositors in the Company.

DIVIDEND

During the year ended March 31, 2024, the Company paid an interim dividend of ? 2.1712 per share and announced a final dividend of ? 0.78 per share and special dividend of f 1.3896 per share, subjeetto shareholders' approval in the ensuing Annual General Meeting (AGM). Including the final and special dividend declared above, the Company has returned approximately ? 49.68 Mn, which is 22.06% of net profit of the Company for FY 2024, in line with the Dividend Distribution Policy.

MATERIAL CHANGES AND COMMITMENT OCCURRED AFTER THE END OF FINANCIAL YEAR AND UPTO THE DATE OF REPORT

The Company intends to list its equity shares of face valu? of INR 1 each (the "Equlty Shares") on one or more stock exchanges to enable the shareholders to have a formal marketplace for dealing with the Company's Equity Shares. For this purpose, the Company proposes to undertake an initial public offering of Equity Shares by way of an offer for sale of Equity Shares by certain existing shareholders ("Selllng Shareholders") ("Offer for Sale" the "Offer"). In order to undertake the Offer, the Company is required to be converted into a public limited company in accordance with the applicable provisions of the Companies Act, 2013 and rules and regulations made thereunder, each as amended ("Companies Act, 2013"). Pursuant to the said conversi?n of the Company, the Shareholder's passed resolution for conversi?n from Pr?vate to Public limited on August 9, 2024 and received approval from Registrar of Companies on September 23, 2024.

Consequent upon the conversi?n of the Company into a public company, the Memor?ndum of Association and Articles of Association would need to be amended. The Company, therefore, adopted altered Memor?ndum of Association and adopted a new set of Articles of Association on August 9, 2024 that shall conform to the Companies Act, 2013 and the rules and regulations made thereunder, each as amended.

WEB LINK OF ANNUAL RETURN, IF ANY:

Annual Return of the Company ?s made available in Company website i.e. www.ajax-engg.com as referred to in sub-section (3) of the Section 92 of the Act.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

RESERVES & SURPLUS

The Company has not transferred any amount to Reserves during the financia! year 2023-24. SHARE CAPITAL

The authorized share capital was Rs. 12,00,00,000/- (Rupees Twelve Crores Only) comprising 12,00,00,000 (Twelve Crores) equity shares of Rs. 1/- each and paid-up Equity Share Capital was Rs. 11,44,06,800/- (Rupees eleven crores forty-four lakh six thousand eight hundred only) comprising 11,44,06,800 (Eleven Crores forty-four lakh six thousand eight hundred) equity shares of Rs. i/-each as on March 31, 2024.

SUB DIVISION OF THE AUTHORISED SHARE CAPITAL -

The Members of the Company in Annual General Meeting dated September 12, 2023 gave their consent for sub-divide the face valu? of equity shares of the Company, such that each equity share having nominal valu? of Rs.100/- (Rupees Hundred Only) each be sub-divided into 100 (Hundred) Equity Shares having nominal valu? of Re. 1/- (Rupee One Only) each fully paid-up and the Clause 3 of the Memor?ndum of Association of the Company substituted and replaced asfollows:

"V. The Authorized Share Capital of the Company is Rs. 12,00,00,000/-(Rupees Twelve Crores Only) divided into 12,00,00,000 (Twelve Crores) Equity Shares of Re. 1/- (Rupees One Only) each"

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.

Increase in authorised share capital of the Company

There has been no ?ncrease in authorised share capital during the period from ist April, 2023 till 3ist March 2024. Status quo contin?es up to date.

Allotment of Shares

There has been no allotment of shares during the period from ist April, 2023 till 3-ist March 2024. Status quo contin?es up to date.

Issuance of shares for consideration other than cash

There has been no issuance of shares for consideration other than cash during the period from ist April, 2023 till 3ist March 2024. Status quo contin?es up to date.

Issue of Equity Shares with Differential Voting Rights

Your Company did not issue shares with differential voting rights during the year from i^st April,

2023 to 3i^st March 2024 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 sub rule 4 of rule 4 of the Companies (Share Capital and Debentures) Rules, 2014 Section 43 of the Companies Act, 2013 did not arise.

Issue of Sweat Equity Shares

There has been no issuance of sweat equity shares during the period from ist April, 2023 till 3ist March 2024 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 81 Debentures) Rules, 2014.

Issue of Shares under Employee Stock Option Schemes

There has been no issuance of shares under employee stock option schemes during the period from ist April, 2023 till 3ist March 2024 and till the date of signing of this report

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

Your Company has not issued any Debentures, Bonds or Non-Convertible Securities during the period from ist April, 2023 till 3-ist March 2024.

Issue of Warrants

Your Company has not issued any warrants. Henee, parameters recommended to be disclosed in the Directors' Report as per Secretarial Standard-4 are not applicable.

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Credit Rating of Secur?ties

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

FINANCE

Cash and cash equivalent as at March 31, 2024 was Rs. 633 million. The Company contin?es 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 Ioans and guarantees made by the Company under Section 186 of the Companies Act, 2013 during the year under review and henee the said provisi?n is not applicable.

Further, particulars of investments 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 COMPANY'S OPERATIONS IN FUTURE:

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

DIRECTOR

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 as on the closure of financial year i.e. March 31, 2024 and as on date of this report:

Part?culars of change ?n Director(s) and key managerial personnel dur?ng the financ?al year and as on date:

The Directors recommend the regularization of appointment of Ms. Jayashree Satagopan and Mr. Raghavan Sadagopan as Director of the company at the ensuing Annual General Meeting of the Company.

DIRECTORS RE-APPOINTMENT BY ROTATION

Mr. Krishnaswamy Vijay (DIN: 00642715) is liable for retirement by rotation and being eligible, offers himself for re-appointment in the upcoming Annual general meeting.

Board Meeting

The Board of Directors of the Company met SEVEN times durlng the finandal year. The gap ?ntervenlng between two meetlngs of the board is as prescrlbed in the Companles Act, 2013 (herelnafter "the Act"). The detalls of various Board Meetlngs are as follows.

Board Meeting held durlng the Year 2023-24:

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

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 March 31, 2024, 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 ?udgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Companv 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 March 31, 2024 on a going concern basis; and

e. 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 constituted by the Board of Directors with Mr. D. A. Prasanna as Chairman, Mr. Jacob Jiten John and Mr. Krishnaswamy Vijay as members of the Committee.

The CSR Policy formulated and recommended by the Committee ?s in place. The Policy ?s in line with Schedule Vil of the Companies Act, 2013. The Policy is available on Company's website as Company. The contents of CSR Policy and Annual Report on CSR activities is annexed herewith as "Annexure A".

HUMAN RESOURCES/PARTICULARS ABOUT EMPLOYEES

The Company considers its human capital as an ?nvaluable asset. The Company continued to have cordial relationships with all its employees. Management and employee development programs and exercises were conducted at all sites. Employees had various team building exercises and were sponsored for various external seminars and other developmental programs to enhance their skill sets.

The Disclosures under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, is not applicable to pr?vate Iimited company. Henee, this disclosure for the FY 2023-24 is not required.

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.

BUSINESS RISK MANAGEMENT

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks ?nter alia are: changing Regulatory framework, Competition, Market risk, Business Risk, which inter-alia, further ineludes production risk, financial risk, political risk, fidelity risk, legal risk, technology obsolescence, investments, retention of talentand expansi?n of facilities.

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 mit?gate the same.

WHISTLE BLOWER POLICY

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

A mechanism has been estabiished 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.

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

The information on conservaron of energy, technology absorption and foreign exchange earnings and outgo stipulated under section i34(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure-B".

RELATED PARTY TRANSACTION

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. Henee, Section 188(1) is not applicable. But during the year under review the Company have entered into transactions with related party(ies) which are at arm's length and therefore "Annexure-C" Form AOC-2 is herewith annexed stating the transactions.

(?) STATUTORY AUDITOR

M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (FRN: 101049W/E300004) were appointed as the Statutory Auditors of the Company at the Annual General Meeting of the Company held on 25th September, 2019, to hold the office until the conclusi?n of thirty second Annual General Meeting of the Company to be held in the financial year 2023-24.

The Directors at the Board meeting held on September 24, 2024 have recommended their appointment as a Statutory Auditor of the company for a further period of 5 years commencing from 2024-25 to 2028-29 and hold office till the conclusi?n of 37th Annual General Meeting of the Company.

The Company has received eligibility letter from M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, the Statutory Auditors of the Company that they are not disqualified for their

continuance as Statutory Auditors of the Company under section 139(1) and 141(3) of the Companies Act, 2013 read with Rule 10 of the Companies (Audit and Auditors) Rules, 2014.

(i) Statutory Auditor

(?i) COST AUDITOR

Mr. A. N. Sriram, Cost Accountant (Membership No. M-7139) of the Company has been appointed ?n the Board Meeting held on 05 September 2023 as cost auditors for the Financial Year 2023-24.

MAINTENANCE OF COST RECORDS

As per the notification dated 3-ist December, 2014, on the Companies (Cost Records and Audit) amendment Rules, 2014 and amended till date, the Company is covered under maintenance of Cost Records as per Rule 3(B). Accordlngly, the Company has made and maintained such records as applicable to the Industry. Since the Company ?s also requlred to carry out Cost Audit, it has appointed Mr. A. N. Sriram as the Cost Auditor.

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

STATEMENT ON THE DECLARATION GIVEN BY INDEPENDENT DIRECTOR PURSUANT TO SECTION 149(6) OF THE ACT

Company complied with the provisions of section 149 pertaining to the appointment of Independent Directors.

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

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company as at March 31, 2024, the Company voluntary constituted Nomination and Remuneration Committee and henee the Company has devised policy relating to appointment of Directors, payment of Managerial Remuneration, Directors qualifications, positive attributes, ?ndependence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

STATEMENT RELATING TO MANNER OF ANNUAL EVALUATION BY THE BOARD OF PERFORMANCE OF BOARD/COMMITTEE/DIRECTORS

As at March 31,2024, Company is a Pr?vate Limited Company. Henee the provisi?n is not applicable.

OTHER MATTERS PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet with the entena of ?ndependence as prescribed both under sub-section (6) of Section 149 of the Act and there has been no change ?n the drcumstances which may affect their status as an independent Director. Company complied with the provisions of Section 134 (3) (e) of the Companies Act, 2013.

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.

THE ?AMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARAS, JOINT VENTURES OR ASSOCIATE COMPANIES DUR1NG THE YEAR

No Company has become or ceased to be subsidiary or joint ventures or associate company of the Company during the year.

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 to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is the summary of the complaints received and disposed off during the financial year 2023-24:

a) No. of SH complaints received: None

b) No. of SH complaints disposed of: None

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 al! 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.