Performance Highlights

The Financial Statement for the Financial Year
ended March 31, 2026, forming part of this Annual
Report, have been prepared in accordance with
the Indian Accounting Standards (IND AS) as
notified by the Ministry of Corporate Affairs (MCA)
and as amended from time to time.

Our revenue from operations increased by 1.38%
to '' 21,025.37 Million for the Financial Year 2025¬
26 from '' 20,739.15 Million for the Financial Year

2024-25, primarily attributable to an decrease
in sale of machines to '' 19508.86 Million for the
Financial Year 2025-26 from '' 19,344.55 Million for
the Financial Year 2024-25, mainly on account
of an decrease in volume of SLCMs sold to 5,268
units (amounting to '' 17575.30 Million in revenue
generated from sale of SLCMs) for the Financial
Year 2025-26 from 5,506 units (amounting to
'' 17,531.54 Million in revenue generated from
sale of SLCMs) for the Financial Year 2024-25.
The decrease in volume of SLCMs sold for the
Financial Year 2025-26 was primarily attributable,

despite slightly lower volumes compared to the
previous year, supported by selective price hikes
and a favourable change in product mix. Further,
the increase in sale of products was also on
account of an increase in sale of spare parts to
'' 1417.62 Million for the Financial Year

2025-26 from '' 1269.09 Million for the Financial Year

2024- 25, in line with an increase in the installed
fleet of Ajax products.

The total expenses increased from previous year
and stood at '' 18,473.80 Million in Financial Year

2025- 26 as compared to '' 17,658.38 Million in
Financial Year 2024-25 in line with the revenue
from operations.

The profit in Financial Year 2025-26 was at
'' 2,251.45 Million as compared to profit of '' 2,600.96
Million last year. The decrease in profitability
is a result of higher costs associated with the
transition from CEV-IV to CEV-V emission norms.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section
129(3) of the Companies Act, 2013, Consolidated
Financial Statements shall not be applicable.

REVISION OF FINANCIAL STATEMENTS

The Company did not revise any of its Financial
Statements or Reports of earlier years as provided
in Section 131(1) and hence, the Company has no
information to provide under this Section.

FINANCE

Cash and cash equivalent as at March 31, 2026,
was '' 1659.04 Million. The Company continues to
focus on judicious management of its Working
Capital. Receivables, inventories and other
working capital parameters were kept under
strict check through continuous monitoring.

2. DIVIDEND

The Board does not recommend any dividend
on the Equity Shares of the Company for the
Financial Year ended March 31, 2026, considering
that the Company is in growth stage and require
funds to support its growth objectives.

The Dividend Distribution Policy, in terms of
Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is
available on the Company''s website on https://
cdn.prod.website-filescom/65006e6ed741800d
deb94c08/6731ab3e93b13f70b9080e8c_0e9fb43
d9c183480bc56d9cde277c735_Policy%20for%20
Dividend%20Distribution.pdf.

3. AMOUNT TRANSFERRED TO GENERAL
RESERVES

The Company proposes to retain '' 2,251.45
Million in the Statement of Profit and Loss, and
not transfer it to the General Reserve during the
period under review.

4. DEPOSITS

During the year under review, the Company
has neither accepted nor renewed any deposits
from the public within the meaning of Section
73 of the Act and the Companies (Acceptance of
Deposits) Rules, 2014. Hence, the requirement
for furnishing of details relating to deposits
covered under Chapter V of the Act or the details
of deposits which are not in compliance with
Chapter V of the Act is not applicable.

5. SHARE CAPITALAuthorized, Issued, Subscribed and Paid-Up
Share Capital:

The Authorized Share Capital was R 120,500,000/-
(Rupees Twelve Crore Five Lakh Only) comprising
120,500,000 (Twelve Crore Five Lakh) Equity
Shares of R 1/- (Rupee One Only) each and Issued,
Subscribed and paid-up Equity Share Capital
was R 114,406,800/- (Rupees Eleven Crores Forty-
Four Lakh Six Thousand Eight Hundred Only)
comprising 114,406,800 (Eleven Crores Forty-
Four Lakh Six Thousand Eight Hundred) Equity
Shares of R 1/-each as on March 31, 2026.
Allotment of Shares:

There has been no allotment of shares during
the period from April 01, 2025 till March 31, 2026.

6. SUBSIDIARY/JOINT VENTURE AND
ASSOCIATES

As on Financial Year ended March 31, 2026, the
Company does not have any Subsidiary, Joint
Venture or Associate Company

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

No Company was a Subsidiary or Joint Ventures
or Associate Company of the Company during
the year and there were no companies which
had ceased to be its Subsidiaries, Joint Ventures
or Associate Companies during the year.

8. MATERIAL SUBSIDIARIES

The Board of Directors of the Company has
adopted a Policy for determining material
subsidiaries in line with the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015. The Policy is available at
Company''s website at https://cdn.prod.website-
filescom/65006e6ed741800ddeb94c08/66fa3
d069cf55f6314edf90f_Aiax_Policv%20on%20
determining%20Material%20Subsidiaries.pdf.

For the Financial Year 2025-26, no Company
is categorized as Material Subsidiary(s) of the

Company as per the thresholds laid down under
the SEBI Listing Regulations

9. BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL OF THE COMPANY

The Company has a professional Board with
Executive Directors and Non-Executive Directors
who brings the right mix of knowledge, skills
and expertise and help the Company in

Change in Directorate and KMP during theyear under review:

1. Mr. Tuhin Basu (PAN: AMPPB7196K) resigned
from the position of Chief Financial Officer of
the Company with effect from the close of
business hours on September 30, 2025.

2. Mr. Ganesh B J (PAN: ANGPG6574J) was
appointed as Interim Chief Financial Officer
of the Company with effect from December
31, 2025.

3. Mr. Raghavan Sadagopan (DIN: 00002647)
resigned as an Independent Director of
the Company with effect from the close
of business hours on March 31, 2026, upon
attaining the age of Eighty (80) years and
deciding not to continue in the said position.
Further changes from the end of financial
year upto the date of this Report:

4. Mr. Jacob Jiten John (DIN: 03636873)
resigned from the position of Whole-time
Director of the Company with effect from
the close of business hours on May 18, 2026,
due to personal reasons.

implementing the best Corporate Governances
practise. In accordance with the provisions
of the Companies Act, 2013 and the Articles
of Association of the Company the Board of
Directors is duly constituted during the year.
Details of Directors and Key Managerial
Personnel as on the closure of Financial Year i.e.
March 31, 2026:

5. Mr. Sachin Rajkumar Nandgaonkar
(DIN: 03410739) was appointed as an
Additional Nominee Director with effect from
May 18 2026 pursuant to the request of
The Johns Loaves Trust and Jacob Hansen
Family Trust, the Promoters of the Company.

6. Mr. Ganesh B J, Interim Chief Financial
Officer, resigned from his position with
immediate effect from June 02, 2026.

7. Mr. Ketan Pendse was appointed as the
Chief Financial Officer of the Company with
effect from June 02, 2026.

8. Mr. Rajan Wadhera (DIN: 00416429) resigned
from the position of Independent Director
of the Company with effect from the close
of business hours on June 18, 2026, due to
personal reasons.

Retirement by Rotation:

A proposal for re-appointment of Mr.
Krishnaswamy Vijay (DIN: 00642715) who
retires by rotation and being eligible, has
offered himself for re-appointment, as
Whole Time Director of the Company shall

be placed before Members of the Company
at the ensuing Annual General Meeting.

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

10. BOARD MEETING

The Board of Directors of the Company met
Six (6) times during the Financial Year. The
gap intervening between two meetings of
the Board is as prescribed in the Companies
Act, 2013 (hereinafter "the Act”) and the SEBI
Listing Regulations. Details of the meetings
of the Board along with the attendance of the
Directors therein have been disclosed as part of
the Corporate Governance Report forming part
of this Annual Report.

11. BOARD COMMITTEES

The composition of the Board Committees,
including the number of meetings held,
attendance of members, powers, roles, and
terms of reference, is disclosed in the Corporate
Governance Report, which forms an integral part
of this Report. In compliance with the provisions
of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Company had constituted
the following Six (6) Committees of the Board as
on March 31, 2026:

a) Audit Committee

b) Stakeholder''s Relationship Committee

c) Nomination and Remuneration Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

f) Independent Director Committee

Each Committee functions in accordance with
its respective terms of reference approved by the
Board and in line with the applicable provisions
of the Act and SEBI Listing Regulations.

12. INDEPENDENT DIRECTORS MEETING

The separate meeting of Independent Directors
was held on Monday, March 23, 2026, without the
attendance of Non-Independent Directors and
members of the management. The Independent
Directors reviewed the performance of Non¬
Independent Directors, the Committees and the
Board as a whole, along with the performance
of the Chairman of the Company, taking into
account the views of Executive Directors and
Non-Executive Directors and assessed the quality,
quantity and timeliness of flow of information
between the management and the Board that
is necessary for the Board to effectively and
reasonably perform their duties.

13. DECLARATIONS AND CONFIRMATIONS ON
INDEPENDENT DIRECTOR(S)

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

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

b) they have confirmed their registration/
renewal of registration, on Independent
Directors'' Databank and are either exempt
from or have completed the online
proficiency self-assessment test conducted
by the IICA in accordance with the provisions
of Section 150 of the Act; and

c) in the opinion of the Board, the Independent
Directors appointed during the year, possess
requisite integrity, expertise, experience and
proficiency in their respective fields and
they fulfil the conditions specified in these
regulations and are independent of the
management.

14. FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS

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

15. EVALUATION OF THE PERFORMANCE OF THE
BOAR D, ITS COMMITTEES AND OF INDIVI DUAL
DIRECTORS

In accordance with the provisions of the
Companies Act, 2013 and the SEBI(Listing
Obligations and Disclosure Requirements)

Regulations, 2015, the Company carried out an
annual evaluation of the performance of the
Board, its Committees, Chairman and individual
Directors during the Financial Year.

A separate meeting of the Independent Directors
was convened to assess the performance of Non¬
Independent Directors, the Board as a whole, and
the Chairman of the Company. This evaluation
incorporated feedback from both Executive and
Non-Executive Directors.

Additionally, the Board and the Nomination
and Remuneration Committee undertook a
comprehensive review of the performance
of the Board, its committees, and individual
Directors. The assessment was based on
various parameters, including preparedness for
meetings, quality and relevance of contributions
during discussions, and the overall effectiveness
and engagement of each Director in fulfilling
their responsibilities

16. POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

The Company''s current policy is to maintain an
optimal mix of Executive and Non-executive
Directors to ensure the independence of the
Board and to clearly delineate governance and
management responsibilities.

The policy on Directors'' appointment and
remuneration, which outlines the criteria for
determining qualifications, positive attributes,
independence of Directors, and other matters
as prescribed under Section 178(3) of the
Companies Act, 2013, is available on the
Company''s website at https://cdn.prod.website-
files.com/65006e6ed741800ddeb94c08/66
fa3d06346bb3a612282679_Aiax_Nomination%20
and%20Remuneration%20Policy.pdf.

We affirm that the remuneration paid to the
Directors is in accordance with the terms set out
in the Company''s Nomination and Remuneration
Policy. Details of this policy are included in the
Corporate Governance Report, appended to this
Report.

17. 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,
2026, the applicable Accounting Standards
(AS) had been followed along with proper
explanation relating to material departures,
if any;

b. the Directors have selected such accounting
policies and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
Company as at March 31, 2026 and of the
profit of the Company for the Financial year
ended on that date;

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

d. the Directors had prepared the annual
accounts for the year ended March 31, 2026
on a going concern basis;

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

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

18. AUDITOR AND AUDIT REPORT(i) STATUTORY AUDITOR

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

Statutory Auditor’s Remark:

a. Based on our examination which
included test checks, as described in
Note 43 to the financial statements, the
Company has used three accounting
software for maintaining its books
scheduled for 2026-27. Following the
successful migration, the database-
level audit trail in SAP will be enabled,
and the audit trail functionality in AJAX
One is targeted to be implemented
during the last quarter of 2026-27. The
progress of implementation will be
periodically reviewed, and updates will
be placed before the Audit Committee
and the Board.

(ii) SECRETARIAL AUDIT AND SECRETARIAL
AUDITOR’S REPORT

At the 33^rd Annual General Meeting held on
Friday, September 05, 2025, BMP & Co. LLP
(a Peer Reviewed Firm bearing registration
no. L2017KR003200) were appointed as
the Secretarial Auditors of the Company
for a term of 5 (five) consecutive years,
commencing from Financial Year 2025-26 to
2029-30 and to hold office till the conclusion
of 38^th Annual General Meeting of the
Company. The Auditors have confirmed that
they are not disqualified from continuing as
the Auditors of the Company. The Secretarial
Audit Report for the Financial Year ended
March 31, 2026 is annexed and marked as
"Annexure A” to this Report.

Secretarial Auditors Observation:

b. During the Financial Year 2025-26, the
Company has entered into a Related
Party Transaction with a relative of a
Director amounting to '' 40,00,000/-
(Rupees Forty lakhs Only) without the
prior approval of the Audit Committee.
Management''s Response: The Related
Party Transaction was entered into by
the Company in the ordinary course
of business and on an arms'' length
basis and do not amount to Material
Related Party Transaction, in terms of
the Company''s Policy on materiality of
Related Party Transactions and dealing
with Related Party Transactions.

The Audit Committee of the Company
took a serious view of this lapse and
as an one-time exception vide its
resolution dated Monday, May 18, 2026,
ratified the Transaction.

The Transaction was entered into in the
ordinary course of business, and does
not involve fraudulent, manipulative, or
unfair practices.

We note that no loss has been recorded,
or is caused or anticipated to be caused,
to the Company or its shareholders on
account of the Transaction.
Notwithstanding the above, it is placed
on record that the Board of Directors
and the Audit Committee have taken a
very serious view of the matter, and an
appropriate action has been initiated.
The Company is also carrying out a
comprehensive review of its compliance
mechanisms and internal controls
and procedures to prevent any such
instances in the future.

The Company is committed to
adherence to all applicable laws, and
shall make necessary disclosures as
required under the relevant regulatory
framework.

(iii) COST AUDITOR

The Company is required to make and
maintain cost records for certain products as
specified by the Central Government under
sub-section (1) of section 148 of the Act.
Accordingly, the Company has been making
and maintaining the records as required.
Pursuant to Section 148 of the Act, read
with The Companies (Cost Records and
Audit) Rules, 2014, the Cost Audit records
maintained by the Company are required to
be audited. Mr. A. N. Sriram, Cost Accountant
(Membership No. M-7139), was appointed as
the Cost Auditor to audit the cost accounts
of the Company for the said products for
Financial Year 2025-26. Cost Audit Report
for Financial Year 2025-26 will be filed with
the Registrar of Companies within the
prescribed timelines.

The Board of Directors has approved
appointment of Mr. A. N. Sriram as Cost
Auditor for Financial Year 2026-27 at a
remuneration of '' 5,00,000 (Rupees Five
lakhs Only) plus applicable taxes and
reimbursement of actual travel and out

of-pocket expenses. Mr. A. N. Sriram, being
eligible, has consented to act as a Cost
Auditor. As required by the provisions of
the Act, a resolution seeking Members''
approval for the remuneration payable to
Mr. A. N. Sriram, Cost Auditor for Financial Year

2026-27 is included in the Notice convening
the ensuing Annual General Meeting.
REPORTING OF FRAUDS
There have been no instances of fraud
reported by the Auditors under Section
143(12) of the Act and Rules framed
thereunder either to the Company or to the
Central Government.

19. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

Further, particulars of Investments under section
186 of the Companies Act, 2013 form part of the
notes to the Financial Statements provided in
this Annual Report.

20. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has established an adequate and
effective Internal Control system commensurate
with the size, scale, and nature of its operations.
These controls are designed to safeguard the
Company''s assets against unauthorized use or
disposition, ensure the accuracy and reliability
of financial reporting, and facilitate compliance
with applicable laws, regulations, and internal
policies.

The Company has implemented appropriate
policies and procedures to ensure the orderly
and efficient conduct of its business operations.
These include adherence to management
policies, safeguarding of assets, prevention and
detection of fraud and errors, maintenance of
accurate and complete accounting records,
and timely preparation of reliable financial
information and disclosures.

The Internal Control framework provides
reasonable assurance regarding the effectiveness
and efficiency of operations, the reliability of

financial and operational information, the
protection of Company assets, and compliance
with statutory and regulatory requirements.

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

21. CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance, in terms of
Regulation 34 of the Listing Regulations, along
with a Certificate from Practicing Company
Secretary, certifying compliance of conditions of
Corporate Governance enumerated in the Listing
Regulations, is presented in a separate section
forming part of this Corporate Governance
Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

23. EMPLOYEE STOCK OPTION SCHEME

The Company''s Employee Stock Option
Schemes, namely the ''Ajax Engineering Limited
(Formerly known as Ajax Engineering Private
Limited) Employee Stock Option Plan 2024
(''ESOP 2024'') including Ajax Employee Stock
Option Scheme 2024 - Scheme - I (''Scheme I'')
and Ajax Employee Stock Option Scheme 2024 -
Scheme - II'' (''Scheme II'') is in line with the SEBI
(Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ("SBEB Regulations”).
The details as required to be disclosed under
the SBEB Regulations can be accessed at
https://www.ajaxengg.com/investor-relations
and the certificate from the Secretarial Auditor
confirming implementation of the above-
mentioned Plan in accordance with SBEB
Regulations and Members'' approval, is hosted
on the website of the Company at https://www.
aiaxengg.com/investor-relations.

Disclosures pertaining to Issue of Employee
Stock Options during the year as required under

Section 62 of the Act read with Rule 12(9) of the
Companies (Share Capital and Debentures)
Rules, 2014 are as:

(a) options granted: 16,37,996

(b) options vested: 11,48,584

(c) options exercised: Nil

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

(e) options lapsed: 81,088

(f) the exercise price: Nil

(g) variation of terms of options: Nil

(h) money realized by exercise of options: Nil

(i) total number of options in force: 15,56,908

(j) employee wise details of options granted to:
(i) Key Managerial Personnel:

Scheme I:

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

(iii) identified employees who were granted
option, during any one year, equal to
or exceeding one percent of the issued
capital (excluding outstanding warrants
and conversions) of the Company at the
time of grant: Shubhabrata Saha was
granted 54,796 options on January 21,2025
and 78,189 options in August 22, 2025. In
total, 132,985 options were granted under
Scheme I and 1,144,068 options under
Scheme II on January 21, 2025.

24. HUMAN RESOURCES/PARTICULARS ABOUT
EMPLOYEES

The statement containing remuneration details
as required under Section 197(12) of the Act, read
with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, ("Rules”) is provided in “Annexure-B”
to this report.

The information required under Rule 5(2) and (3)
of the Rules, is provided as a separate annexure
forming part of this report. However, the report
is being sent to the members of the Company
excluding the statement of particulars of
employees under Rule 5(2) and (3) of the Rules.
Any member interested in obtaining a copy of
the same may write to the Company Secretary
& Compliance Officer of the Company at
[email protected]. The same is
also open for inspection at the registered office
of the Company. Further, none of the employees
listed in the said Annexure are related to any
Director of the Company.

25. 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 inter alia are: Market Demand Risk, Raw
Material Inflation, Technological Risk, Dealer
Risk, Compliance Risk, Supply Chain Disruption,
Cyber/Data Security, Credit Risk, Liquidity Risk,
Market Risk, Interest Rate Risk, Price Risk etc.

As a matter of policy, these risks are assessed
and identified periodically. In respect of major
risks which may threaten the existence of the
Company appropriate steps were taken by the
management to mitigate the same. Further,
Risk Management Policy of the Company can
be accessed at https://cdn.prod.website-filesc
om/65006e6ed741800ddeb94c08/66fa3d063b
706c60156e97cf_ac422b5ff4d7fdd6a4354c49f
b3770d0_Proiect%20Narmada%20-%20Risk%20
Management%20Policy.pdf.

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

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

26. RELATED PARTY TRANSACTION

In line with the requirements of the Act and
the SEBIListing Regulations, the Company
has formulated a Policy on Related Party
Transactions (''RPT Policy'') which can be
accessed on the Company''s website at https://
cdn.prod.website-files.com/65006e6ed741
800ddeb94c08/67a09901270a67d9f2a816fd_
Policv%20on%20Related%20Partv%20
Transactions.pdf.

Prior approval of the Audit Committee was
obtained except for one transaction with a
relative of Director for '' 40,00,000/- (Rupees
Forty lakhs Only) which was ratified by the Audit
Committee on Monday, May 18, 2026. Prior
Omnibus Approval is obtained for transactions
which are unforeseen in nature and are in
the ordinary course of business and at arm''s
length pricing. The details of the Related Party
Transaction is available under Note No. 35 of the
Standalone Financial Statement for the year
under review.

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

27. CORPORATE SOCIAL RESPONSIBILITY

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

The Company has formulated CSR Policy and
the said policy is in line with Schedule VII of
the Companies Act, 2013. The Policy is available
on Company''s website at https://cdn.prod.
website-files.com/65006e6ed741800ddeb94c08/

69df1e47adedfc10d865379b_CSR%20Policy%20
-%20Updated.pdf. The disclosures as required
under Section 135 of the Act read with Rule 8(1) of
the Companies (Corporate Social Responsibility
Policy) Rules, 2014 along with committee
constitution details is annexed herewith as
“Annexure D”

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

A mechanism has been established for
employees to report concerns about unethical
behaviour, 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 the mechanism and allows
direct access to the top management or Board
of Directors of the Company in exceptional cases.
The said policy provides appropriate avenues
to the directors, employees and stakeholders of
the Company to make protected disclosures in
relation to matters concerning the Company and
the same is available at the website of the Company
https://cdn.prod.website-files.com/65006e6ed74
1800ddeb94c08/67e7dcdc4bb6437fb0f69566_
e7e8d909808db845f887e92ada47a499_
Whistle%20Blower%20Policy.pdf.

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

The Information on Conservation of Energy,
Technology Absorption and Foreign exchange
earnings and outgo stipulated under section
134(3)(m) of the Companies Act, 2013 read with
rule 8(3) of the Companies (Accounts) Rules, 2014
is annexed herewith as “Annexure-E”

30. PREVENTION OF SEXUAL HARASSMENT
POLICY

The Company has implemented an Anti¬
Sexual Harassment Policy in accordance with
the provisions of the Sexual Harassment of

Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. An Internal
Complaints Committee has been constituted
to address complaints. The policy formulated
by the Company for the prevention of sexual
harassment is available on the website of the
Company at https://cdn.prod.website-files.com/
65006e6ed741800ddeb94c08/6731ab3e09dad20d0
1ac0e20_d07fb23ce33e2bedc6d8d927a1f6c02f_
Policy%20for%20Prevention%20of%20Sexual%
20Harassment%20at%20Workplace%20Policy%20
%28POSH%29.pdf.

The details for the year under review are as
follows:

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

b) No. of Sexual Harassment complaints received
during the year: Nil

c) No. of Sexual Harassment complaints disposed
of during the year: Nil

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

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

31. OBLIGATION OF COMPANY UNDER THE
MATERNITY BENEFIT ACT, 1961

The Company has duly complied with the
provisions of the Maternity Benefit Act, 1961, as
amended from time to time, ensuring that all
eligible women employees receive maternity
leave and related benefits in accordance with
the applicable statutory requirements and the
Company''s policy.

The Company remains committed to fostering a
safe, inclusive, and supportive work environment
for its women employees. In line with this
commitment, all eligible women employees
are provided with maternity benefits prescribed
under the Maternity Benefit Act, 1961, including
paid maternity leave, nursing breaks, and
protection against dismissal during the period of
maternity leave.

The Company also ensures that no discrimination
is made in recruitment, employment, or
service conditions on the grounds of maternity.
Appropriate internal systems, processes, and
human resource policies have been established
and are continuously maintained to uphold both
the spirit and the provisions of the legislation.

32. NUMBER OF EMPLOYEES AS ON CLOSURE OF
FINANCIAL YEAR

Number of Employees as on the closure of
Financial Year:

Female: 20
Male: 438
Transgender: 0

33. GREEN INITIATIVE

In line with past practice and in accordance with
applicable regulatory guidelines, the Company
disseminates soft copies of the Annual Report
and the Notice of the Annual General Meeting
(AGM) to all members whose email addresses are
registered with the Company or their respective
Depository Participants. Pursuant to Regulation
36(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015,
the Company may issue a letter containing the
weblink, including the exact path, to shareholders
whose email addresses are not available,
enabling access to the complete details of the
Annual Report. Physical copies of the Annual
Report are provided to members upon specific
request.

Shareholders who wish to receive a physical copy
of the full Annual Report may submit a request
accordingly. Members whose email addresses
are not registered with the Company may write
to [email protected] to obtain a
soft/physical copy of the Annual Report and the
Notice of the Annual General Meeting (AGM).

34. PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading)
Regulation, 2015 the Company has adopted a
Code of Conduct for Prevention of Insider Trading
with a view to regulating trading in securities
by the Directors and designated employees of
the Company. The Code prohibits the purchase
or sale of Company shares by the Directors and
the designated employees while in possession
of unpublished price sensitive information in
relation to the Company and during the period
when the Trading Window is closed.

35. OTHER DISCLOSURE:

a. Change in the nature of Business, if any:

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

b. Loans from Directors or Director’s
Relatives:

During the Financial Year 2025-2026, the
Company has not borrowed any amount(s)
from Directors and/or their relatives.

c. Web link of Annual Return, if any:

The Annual Return of the Company as on
March 31, 2026 is available on the Company''s
website i.e. https://www.aiax-engg.com/
investor-relations as referred to in sub¬
section (3) of Section 92 of the Act.

d. 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
impacts the going concern Status and
Company''s operations in future.

e. Details of Material Changes from the end
of the Financial Year:

There have been no Material Changes
and commitments affecting the financial
position of the Company between the end
of the Financial Year and date of this Report.

f. Compliance of applicable Secretarial
Standards:

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

g. Transfer of unclaimed dividend to Investor
Education and Protection Fund:

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

h. Non-acceptance of recommendation
of Audit Committee by the Board of
Directors:

During the year under review, all the
recommendations provided by Audit
Committee were accepted by the Board of
Directors.

i. 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

j. The details of one-time settlement while
taking loan from the Banks or Financial
Institutions along with the reasons
thereof:

During the year under review, there was no
onetime settlement done with the Banks
or Financial Institutions. Therefore, the
requirement to disclose details of difference
between amounts of valuation done at
the time of one-time settlement and the
valuation done, while taking loan from
Banks or Financial Institutions along with
reasons thereof, is not applicable.

k. Details of utilization of funds raised
through Preferential Allotment or
Qualified Institutional Placement as
specified under Regulation 32(4) and
32(7A) of the SEBI Listing Regulations:
During the Financial Year under review, the
Company has not made any preferential
allotment or qualified institutional
placement.

l. Issuance of shares for consideration other
than cash:

There has been no issuance of shares for
consideration other than cash during the
period from April 01, 2025 till March 31, 2026.

m. Issue of Equity Shares with Differential
Voting Rights:

The Company did not issue shares with
differential voting rights during the year
from April 01, 2025 to March 31, 2026
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.

n. Issue of Sweat Equity Shares:

There has been no issuance of Sweat Equity
Shares during the period from April 01, 2025
till March 31, 2026 and till the date of signing
of this report as specified in Section 54 of the
Companies Act, 2013 read with Rule 8 of the
Companies (Share Capital & Debentures)
Rules, 2014.

o. Issue of Debentures, Bonds or any Non¬
Convertible Securities:

The Company has not issued any
Debentures, Bonds or Non-Convertible
Securities during the period from April 01,
2025 till March, 2026.

p. Issue of Warrants:

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

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

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

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

c) change in voting rights.

q. 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 the Company.

r. Credit Rating of Securities:

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

s. Credit Rating:

The Company''s financial discipline and
prudence is reflected in the strong Credit
Ratings ascribed by rating agencies. The

details of Credit Ratings are disclosed in the
Corporate Governance Report, which forms
part of this Annual Report.

36. ACKNOWLEDGEMENTS

The Board of Directors places on record its
sincere gratitude to the Company''s shareholders,
customers, suppliers, vendors, bankers, business
associates, financial institutions, and Government
authorities for their continued trust, support, and
cooperation during the year under review.

The Directors also acknowledge with deep
appreciation the commitment, dedication,
and hard work demonstrated by all employees
across the Organization. Their professionalism,
teamwork, and unwavering efforts have been
instrumental in enabling the Company to
navigate challenges and sustain its growth and
performance.

On behalf of the Board of Directors
For Ajax Engineering Limited

(Formerly known as Ajax Engineering Private Limited)

Shubhabrata Saha Krishnaswamy Vijay

Place: ^Bengaluru Managing Director & CEO Whole time Director & Chairman

Date: August 05, 2026 DIN: 03036747 DIN: 00642715

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

FINANCIAL RESULTS:

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

FINANCIAL REVIEW / STATE OF COMPANY AFFAIR’S

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

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

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

REVISION OF FINANCIAL STATEMENTS

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

DIVIDEND

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

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

TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION FUND

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

AMOUNT TRANSFERRED TO GENERAL RESERVES

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

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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

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

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

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

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

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

2. To carry on the business of mechanical, chemical,

electrical including robotics, electronic,

metallurgical, civil, consulting, and service
engineering iron founders, metal fabricators,
steel makers, and converters and to set up,
organism, conduct and manage engineering
units or workshops or repair shops for machinery,
equipment, accessories, fittings, and parts of all
descriptions and for any industry.

DEPOSITS

During the year under review, the Company has
neither accepted nor renewed any deposits from
the public within the meaning of Section 73 of the
Act and the Companies (Acceptance of Deposits)
Rules, 2014. Hence, the requirement for furnishing
of details relating to deposits covered under Chapter
V of the Act or the details of deposits which are
not in compliance with Chapter V of the Act is not
applicable.

DETAILS OF MATERIAL CHANGES FROM THE END
OF THE FINANCIAL YEAR

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

WEB LINK OF ANNUAL RETURN, IF ANY:

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

SHARE CAPITAL

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

Increase in authorized share capital of the
Company

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

"V. The Authorized Share Capital of the Company is
'' 120,500,000 (Rupees Twelve Crore Five Lakh Only)

divided into 120,500,000 (Twelve Crore Five Lakh)
Equity Shares of '' 1 (Rupees One Only) each”.

Allotment of Shares

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

Issuance of shares for consideration other than
cash

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

Issue of Equity Shares with Differential Voting
Rights

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

Issue of Sweat Equity Shares

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

Shares held in trust for the benefit of Employees

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

Issue of Debentures, Bonds or any Non-Convertible
Securities

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

Issue of Warrants

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

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

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

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

iii) change in voting rights.

Listing of Equity Shares on Stock Exchanges

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

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

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

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

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

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

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

CREDIT RATING OF SECURITIES

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

CREDIT RATING

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

FINANCE

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

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

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

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

Not Applicable.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND 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 impacts the
going concern Status and company''s operations in
future.

DIRECTORS’ RE-APPOINTMENT BY ROTATION

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

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

DECLARATIONS AND CONFIRMATIONS ON
INDEPENDENT DIRECTOR(S)

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

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

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

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

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

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

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

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

BOARD MEETING

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

INDEPENDENT DIRECTOR MEETING

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

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

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

BOARD COMMITTEES

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

a) Audit Committee

b) Stakeholder''s Relationship Committee

c) Nomination and Remuneration Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

f) Independent Director Committee

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

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

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

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

HUMAN RESOURCES/PARTICULARS ABOUT
EMPLOYEES

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

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

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

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

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

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

CORPORATE GOVERNANCE REPORT

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

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

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

EMPLOYEE STOCK OPTION SCHEME

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

- I and Ajax Employee Stock Option Scheme 2024

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

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

(a) options granted: 1,367,209

(b) options vested: Nil

(c) options exercised: Nil

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

(e) options lapsed: Nil

(f) the exercise price: Nil

(g) variation of terms of options: Nil

(h) money realized by exercise of options: Nil

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

(j) employee wise details of options granted to:

(i) key managerial personnel:
Scheme I:

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

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

BUSINESS RISK MANAGEMENT

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

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

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

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

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

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

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

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

RELATED PARTY TRANSACTION

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

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

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

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

STATUTORY AUDITOR AND STATUTORY AUDITOR
REPORT

(i) STATUTORY AUDITOR

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

The statutory auditor''s report do not contain any
qualifications, reservations, or adverse remarks
or disclaimer.

(ii) SECRETARIAL AUDIT AND SECRETARIAL
AUDITOR’S REPORT

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

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

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

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

(iii) COST AUDITOR

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

MAINTENANCE OF COST RECORDS

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

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

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

Not Applicable.

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

REPORTING OF FRAUDS

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

SUBSIDIARY/JOINT VENTURE AND ASSOCIATES:

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

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

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

MATERIAL SUBSIDIARIES

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

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

PREVENTION OF SEXUAL HARASSMENT POLICY

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

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

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

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

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

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

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

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

OBLIGATION OF COMPANY UNDER THE
MATERNITY BENEFIT ACT, 1961

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

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

LOANS FROM DIRECTORS OR DIRECTOR’S
RELATIVES

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

NUMBER OF EMPLOYEES AS ON CLOSURE OF
FINANCIAL YEAR

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

Female : 21

Male : 466

Transgender : 0

COMPLIANCE OF APPLICABLE SECRETARIAL
STANDARDS

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

ACKNOWLEDGEMENTS

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

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

On behalf of the Board of Directors
For Ajax Engineering Limited

Shubhabrata Saha Krishnaswamy Vijay

Place ^: Bangalore Managing Director & CEO Whole time Director & Chairman

Date : 02 August 2025 DIN: 03036747 DIN: 00642715