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