Azad Engineering Ltd

To

The Members,

Azad Engineering Limited Dear Members,

Your Directors are pleased to present the Annual Report for the Financial Year 2023-24 of your Company on the business and operations of the Company together with the Audited Financial Statements for the financial year ended on 31^st March 2024 (Standalone and Consolidated), and the Auditors' Reports thereon. The Company's financial performance for the year under review along with the previous year's figures are given hereunder:

FINANCIAL RESULTS (Amount in ' in Millions)

FINANCIAL PERFORMANCE REVIEW FOR F.Y. 2023-24:

Revenue from operations stood at ' 3407.71 millions as against ' 2516.75 millions in F.Y 2022-23, an increase by 35.40%. Net profit after tax stood at ' 585.80 lakhs as against ' 85.082 lakhs in F.Y 2022-23, an increase of 588.51%

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 2023-24, have been prepared in compliance with applicable Accounting Standards and on the basis of Audited Financial Statements of the Company and its subsidiary company, as approved by the respective Board of Directors.

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 2023-24 will be laid before the Annual General Meeting for approval of the Members of the Company.

REVIEW OF BUSINESS OPERATIONS, STATE OF COMPANY'S AFFAIRS AND FUTURE PROSPECTS

During the year under review the revenues of the Company have increased from ' 2516.75 million to ' 3407.71 Million. This is on account of infusion of capex and many products cleared the FAI and moved into the production, thus resulting into growth of revenue by 35% approximately.

DIVIDEND

With a view to conserve resources for future operations and growth, the Board has not recommended any dividend for Financial Year 2023-24.

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a 'Dividend Distribution Policy' and the same have been uploaded on the Company's website at: https://www.azad.in/policies/

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31^st March, 2024, the Company do have a subsidiary, namely Azad VTC Private Limited, which were

incorporated 29^th March 2024. Further, as on 3 ^st March, 2024 the Company did not have any Joint Ventures or Associate Companies.

The particulars have been furnished in Form AOC-1 is in ANNEXURE-A and is attached to this Report.

CHANGES IN THE NATURE OF BUSINESS

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

TRANSFER TO RESERVES

For the financial year ended on 31^st March 2024, the Company had transferred:

a. Rs. 503.21 Million i.e. Profit for the year to Retained Earnings Account in Reserves and Surplus;

b. Rs. 3,808.37 Million i.e. Security Premium from issue of equity shares to Security Premium Account in Reserves and Surplus.

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.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31^st March, 2024 is ' 11,82,25,986 comprising of 59112993 Equity Shares of ' 2 each.

CHANGES IN SHARE CAPITAL, IF ANY

During the year under review, the Authorized Share Capital of the Company ' 1 5,00,00,000/- (Rupees Fifteen Crore only) divided into 75000000 (Seven Crore Fifty Lakh) Equity Shares of ' 2/-(Rupees Two only).

During the year under review, the paid-up equity share capital of the Company was increased from ' 1,65,18,260/- (Rupees One Crore Sixty-Five Lakh Eighteen Thousand Two Hundred and Sixty only) consisting of 1651826 (Sixteen Lakh Fifty-One Thousand Eight Hundred and Twenty- Six only) Equity shares of ' 10/- (Rupees Ten only) each to ' 11,82,25,986 (Rupees Eleven Crore Eighty-Two Lakhs Twenty- Five Thousand Nine Hundred and Eighty-Six Only) consisting of 59112993 (Five Crore Ninety One Lakhs Twelve Thousand Nine Hundred Ninety Three Only) Equity shares of ' 2 (Rupees Two only) each pursuant to

i. To a resolution passed by our Board and Shareholders on September 11, 2023 and September 12, 2023, respectively, our Company sub-divided the face value of its equity shares from ' 10 each to ' 2 each. Accordingly, the issued and paid-up equity share capital of our Company was sub-divided from 1651826 equity shares of ' 10 each to 8259130 Equity Shares of ' 2 each.

ii. Allotment of 41295650 Equity Shares of face value ' 2 each as bonus equity shares to eligible shareholders of our Company whose names appear in the register of members/beneficiary's holding position statement as on the record date; i.e., September 1, 2023.

iii. The Conversion of 1600 CCD held by Piramal Structured Credit Opportunities Fund into 4978062 equity shares at INR 321.41022 per equity share (including INR 319.41022 per share as Securities Premium) in accordance with the terms of the agreements with the CCD holders.

• Buy Back of Securities: The Company has not bought back any of its securities during the year under review.

• Sweat Equity: The Company has not issued any sweat equity shares during the year under review.

• Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.

ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 92(3) of 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/

PARTICULARS OF BOARD MEETINGS CONDUCTED

During the year under review, the Board meetings 23 times 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 Listing Regulations.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS MADE

There were no loans, guarantees, or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

UNSECURED LOANS FROM DIRECTORS/ RELATIVES OF DIRECTORS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of the Company's 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.

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

IF ANY INITIAL PUBLIC OFFER ("THE IPO")

A major highlight for the year under review was that the Company successfully came out with an Initial Public Offer of equity shares of the company. The issue was Fresh Issue and Offer for Sale of equity shares. The Public Issue was open for subscription from 20^th December, 2023 to 22^nd December, 2023. Pursuant to the IPO, 14,122,108 equity shares were offered and allotted to the public at price of ' 524/- per equity share on 28^th December, 2023 under various Categories. The Company received listing and trading approvals from BSE Limited ("BSE") and National Stock Exchange of India Ltd. ("NSE") on 27^th December, 2023 and the equity shares were listed on BSE and NSE on 28^th December, 2023. Your directors believe that the listing of the Company would provide the right platform to take its brand to greater heights, enhance visibility and provide liquidity to the shareholders.

The Company's IPO received an overwhelming response and was oversubscribed by 83.04 times, reflecting an investor appetite for the issue. The Equity Shares of the Company were listed with a substantial gain from its offer price. The market capitalization of the Company has marked its presence under the list of Top 1000 Companies. As per the market capitalization list released by NSE and BSE, the ranking of your Company stood at 504 as on 31^st March, 2024.

We are gratified and humbled by the trust and faith shown in the Company by the market participants and all the investors.

There are no 'Material Changes and Commitments affecting financial position of the Company occurring after end of financial year till the date of Board's Report.

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.

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 Board's 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.

NOMINATION & REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company is available on the website of the Company at https://www. azad.in/policies/

Salient features and objectives of the Policy are as follows:

a. To lay down criteria for identifying persons who are qualified to become Directors and who may be appointed in Senior Management of the Company in accordance with the criteria laid down by Nomination and Remuneration Committee and recommend to the Board their appointment and removal;

b. To lay down criteria to carry out evaluation of every Director's performance;

c. To formulate criteria for determining qualification, positive attributes and Independence of a Director;

d. To determine the composition and level of remuneration, including reward linked with the performance, which is reasonable and sufficient to attract, retain and motivate Directors, KMP, Senior Management Personnel & other employees to work towards the long term growth and success of the Company;

e. To lay down the criteria for making payment of remuneration to Directors, Key Managerial Personnel and Senior Management Personnel.

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 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.

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.

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 Independent Directors have also carried out annual performance evaluation of the Chairperson, the non-independent directors and the Board as a whole. Performance Evaluation forms containing criteria for evaluation of Board as a whole, Committees of the Board and individual Directors and Chairperson of the Company were sent to all the Directors with a request to provide their feedback to the Company on the Annual Performance Evaluation of Board as a whole, Committees of Board, Individual Directors & Chairperson of the Company for the Financial Year 2023-24. The Directors expressed their satisfaction with the evaluation process.

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.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIALS STATEMENTS

The Company has adequate internal financial controls commensurating with its size and nature of its business.

The Board has reviewed internal financial controls of the Company with reference to the Financial Statements of the Company and the Audit Committee monitors the same in consultation with Internal Auditors of the Company.

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

There were no such significant and material orders passed by the authorities impacting the going concern status and the company's operations in future, during the year under review.

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 rules made thereunder.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

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

Based on the confirmations received, none of the Directors are disqualified for being appointed/re-appointed as directors in terms of the Companies Act, 2013, or under the SEBI (LODR) Regulations, 2015.

In accordance with the provisions of Section 152 of the Act, Mr. Vishnu Pramodkumar Malpani (DIN: 10307319), Whole Time Director of the Company, is retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Resolutions seeking shareholders' approval for their reappointment along with other required details forms part of the Notice of 41 Annual General Meeting.

Key Managerial Personnel:

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:

* Appointment as Chief Financial Officer on Sep 14, 2023.

DEPOSITS

During the year the Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014, as amended from time to time, during the year under

review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

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 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.

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 that strives to meet its societal objectives in accordance with Schedule VII of the Act. The same is available on Company's website https://www.azad.in/

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

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) 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 31^st March, 2024, 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.

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

The Company is committed to provide 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. However, during the year under review, the ICC has not received any complaints.

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 or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

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 31^st March, 2023, The Company had not entered into any settlement with Banks and Financial Institutions and hence the said clause is not applicable.

A. Statutory Auditors

M/s. MSKA & Associates, Chartered Accountants (FRN: 105047W) 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 FY 202627.

B. Cost Auditors

The provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost records and audit) Rules, 2014, is not applicable to our Company. Hence, the Company has maintained cost records and not appointed any Cost Auditor.

C. Secretarial Auditors

In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed.

Prachi Bansal and Associates, Practicing Company Secretaries to conduct Secretarial Audit of the Company. The Secretarial Audit Report given by Prachi Bansal and Associates, Practicing Company Secretaries in Form No. MR-3 is annexed to this Report at Annexure-B.

There is no qualification, reservation or adverse remark in the Secretarial Audit Report submitted by Prachi Bansal and Associates, Practicing Company Secretaries to the Company.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

EXPLANATION TO AUDITORS' REMARKS

Statutory Auditors: The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended on 31^st March, 2024 are self-explanatory and therefore do not call for any further comments under Section 134(3)(f) of the Companies Act, 2013.

Secretarial Auditors :Except as mentioned in the Annexure-B, the observations made by the Secretarial Auditors in their Report for the year ended 31^st March, 2024 are self-explanatory and therefore do not call for any further comments under Section 134(3)(f) of the Companies Act, 2013.The Secretarial Audit Report in Form MR-3 is annexed herewith as Annexure-B. The Secretarial Audit Report does not contain any other qualification, reservation or adverse remark.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, Corporate Governance Report and Secretarial Auditor's 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.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Management of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

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 while ensuring that the activities of the Company are conducted in a fair and transparent manner and approach the Board of Directors of the Company about the unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics. During the year,there were no complaints received in this respect.

MAINTENANCE OF COST RECORDS

During the period under review, pursuant to Section 148(1) of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the Company maintains the Cost Records.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A Business Responsibility and Sustainability Report as per Regulation 34 of SEBI 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: www.azad.in

ACKNOWLEDGEMENT

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