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  • Company Info.

    Azad Engineering Ltd.

    Management Team



    Market Cap.(`) 11145.46 Cr. P/BV 17.28 Book Value (`) 109.12
    52 Week High/Low ( ` ) 2080/642 FV/ML 2/1 P/E(X) 190.26
    Book Closure 27/09/2024 EPS (`) 9.91 Div Yield (%) 0.00
    You can view Board of Directors and Key Executives of the company.

    Board of Directors
    Sr.No.NameDesignation
    1 Mr. Rakesh ChopdarChairman & CEO
    2 Ms. Jyoti ChopdarWhole Time Director
    3 Mr. Vishnu Pramodkumar MalpaniWhole Time Director
    4 Mr. Michael Joseph BoothIndependent Director
    5 Mr. Subba Rao AmbatiIndependent Director
    6 Ms. Madhusree VemuruIndependent Director

    Key Executives
    Sr.No.NameDesignation
    1 Mr. Ful Kumar GautamCo. Secretary & Compl. Officer
    2 Mr. Ronak JajooChief Financial Officer
  • Azad Engineering Ltd.

    Directors Report



    Market Cap.(`) 11145.46 Cr. P/BV 17.28 Book Value (`) 109.12
    52 Week High/Low ( ` ) 2080/642 FV/ML 2/1 P/E(X) 190.26
    Book Closure 27/09/2024 EPS (`) 9.91 Div Yield (%) 0.00
    You can view full text of the latest Director's Report for the company.
    Year End :2024-03

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

    FINANCIAL RESULTS (Amount in ' in Millions)

    Particulars

    Consolidated

    Standalone

    2023-24

    2022-23

    2023-24

    2022-23

    Income

    3407.71

    2516.75

    3407.71

    2516.75

    Revenue from operations Other operating Income

    Total Income from Operations

    3407.71

    2516.8

    3407.71

    2516.8

    Less: Total Expenses

    2447.13

    1959.8

    2,447.13

    1959.45

    Profit/Loss from operations before Other Income and Finance Cost and Exceptional Items

    960.58

    556.95

    960.58

    557.3

    Add: Other Income

    319.93

    98.46

    319.93

    98.46

    Profit/ Loss from operations after Other Income and before Finance Cost and Exceptional Items

    1,280.51

    655.41

    1,280.51

    655.76

    Less: Finance Costs

    472.65

    523.82

    472.65

    523.82

    Profit/ Loss before exceptional items and tax

    807.86

    131.59

    807.86

    131.94

    Add/(Less): Exceptional items

    0

    0

    0

    0

    Profit/Loss from ordinary activity before Taxation

    807.86

    131.59

    807.86

    131.94

    Tax Expense:

    Current Tax

    146.21

    25.74

    146.21

    25.74

    Deferred Tax

    75.85

    18.7

    75.85

    18.7

    Taxation pertaining to earlier years

    -

    2.42

    -

    2.42

    Net Profit/ Loss for the year

    585.80

    84.732

    585.80

    85.082

    Profit/Loss for the year attributable to:

    Equity holders of the Parent Non-controlling interests

    Other Comprehensive Income

    A) Items that will not be reclassified to Profit & Loss

    (i) Remeasurement of the defined benefit plans

    -3.58

    2.9

    -3.58

    2.9

    (ii) Tax on above

    1.04

    -0.84

    1.04

    -0.84

    B) Items that will be reclassified to Profit & Loss

    0

    0

    0

    0

    (i) Foreign Currency Monetary Translation Reserve

    0

    0

    0

    0

    Total Other Comprehensive Income

    -2.54

    2.06

    -2.54

    2.06

    Total Comprehensive Income for the year comprising Profit/ (Loss) & Other Comprehensive Income

    583.26

    86.792

    583.26

    87.142

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

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

    CONSOLIDATED FINANCIAL STATEMENTS

    As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and applicable provisions of the Companies Act, 2013 ("the Act") read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial Year 2023-24, have been prepared in compliance with applicable Accounting Standards and on the basis of Audited Financial Statements of the Company and its subsidiary company, as approved by the respective Board of Directors.

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

    The Audited Standalone and Consolidated Financial Statements for the Financial Year 2023-24 will be laid before the Annual General Meeting for approval of the Members of the Company.

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

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

    DIVIDEND

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

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

    SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

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

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

    CHANGES IN THE NATURE OF BUSINESS

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

    TRANSFER TO RESERVES

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

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

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

    TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

    SHARE CAPITAL

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

    Aggregate value at face value

    Aggregate value at Offer Price*

    A

    AUTHORISED SHARE CAPITAL

    75,000,000 Equity Shares (having face value of ' 2 each)

    150,000,000

    -

    Total

    150,000,000

    -

    B

    ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER

    54,532,842 Equity Shares (having face value of ' 2 each)

    109,065,684

    -

    C

    PRESENT OFFER IN TERMS OF THIS PROSPECTUS

    Offer of up to 14,122,108* Equity Shares (having face value of ' 2 each) aggregating up to ' 7399.98 million*

    28,244,216

    7,399,984,592

    of which

    Fresh Issue of 4,580,151* Equity Shares (having face value of ' 2 each) aggregating up to ' 2,400.00 million*

    9,160,302

    2,399,999,124

    Offer for Sale of 9,541,957* Equity Shares (having face value of ' 2 each) aggregating up to ' 5,000.00 million*

    19,083,914

    4,999,985,468

    Which includes:

    Employee Reservation Portion of up to 76,335* Equity Shares (having face value of ' 2 each) aggregating up to ' 40.00 million*

    152,670

    39,999,540

    Net Offer of up to 14,045,773* Equity Shares (having face value of ' 2 each) aggregating up to ' 7,360.00 million*

    28,091,546

    7,359,985,052

    D

    ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

    59,112,993* Equity Shares (having face value of ' 2 each)

    118,225,986

    -

    CHANGES IN SHARE CAPITAL, IF ANY

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

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

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

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

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

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

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

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

    ANNUAL RETURN

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

    PARTICULARS OF BOARD MEETINGS CONDUCTED

    During the year under review, the Board meetings 23 times and details of Board Meetings held are given in the Corporate Governance Report.

    The intervening gap between the two Meetings were within the time limit prescribed under Section 173 of the Act read with Regulation 17 (2) of the Listing Regulations.

    COMPLIANCE WITH SECRETARIAL STANDARDS

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

    PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS MADE

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

    UNSECURED LOANS FROM DIRECTORS/ RELATIVES OF DIRECTORS

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

    PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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

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

    MATERIAL CHANGES AND COMMITMENTS,

    IF ANY INITIAL PUBLIC OFFER ("THE IPO")

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

    brand to greater heights, enhance visibility and provide liquidity to the shareholders.

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

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

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

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

    Information in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo pursuant to Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, in the manner prescribed is annexed to this Report at Annexure-C.

    RISK MANAGEMENT POLICY

    The Risk Management Committee of the Company is duly constituted and composition of Risk Management Committee is mentioned appropriately in Corporate Governance Report, which is part of this Annual Report.

    In the Board's view, there are no material risks, which may threaten the existence of the Company.

    The Company has in place "Risk Management Policy" and has also engaged an external agency to further develop the Enterprise Risk Management Framework of the Company.

    NOMINATION & REMUNERATION POLICY

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

    Salient features and objectives of the Policy are as follows:

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

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

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

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

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

    DECLARATION BY INDEPENDENT DIRECTORS

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

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

    FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

    PERFORMANCE EVALUATION

    Pursuant to the provisions of the Act, the Listing Regulations and Nomination and Remuneration Policy of the Company, the Nomination and Remuneration Committee ("NRC") and the Board has carried out the annual performance evaluation of the Board, its Committees and individual Directors by way of individual and collective feedback from Directors. The Independent Directors have also carried out annual performance evaluation of the Chairperson, the non-independent directors and the Board as a whole. Performance Evaluation forms containing criteria for evaluation of Board as a whole, Committees of the Board and individual Directors and Chairperson of the Company were sent to all the Directors with a request to provide their feedback to the Company on the Annual Performance Evaluation of Board as a whole, Committees of Board, Individual Directors & Chairperson of the Company for the Financial Year 2023-24. The Directors expressed their satisfaction with the evaluation process.

    AUDIT COMMITTEE

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

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

    INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIALS STATEMENTS

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

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

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

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

    DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

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

    DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

    Name

    Designation

    DIN

    Rakesh Chopdar

    Chairman and CEO 01795599

    Jyoti Chopdar

    Whole-Time Director 03132157

    Vishnu Pramod kumar Malpani

    Whole-Time Director 10307319

    Michael Joseph Booth

    Independent Director 10309295

    Subba Rao Ambati

    Independent Director 01722940

    Madhusree

    Vemuru

    Independent Director 10304579

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

    Name

    Date of change

    Reason for change in board

    Subba Rao Ambati

    September 24, 2023

    Appointment

    Jagadeesh Ambati

    September 24, 2023

    Resignation due to personal reasons .

    Vishnu

    Pramodkumar

    Malpani

    September 13, 2023

    Appointment

    Name

    Date of change

    Reason for change in board

    Madhusree Vemuru

    September 12, 2023

    Appointment

    Jagadeesh Ambati

    September 12, 2023

    Appointment

    Michael Joseph Booth

    September 12, 2023

    Appointment

    Gurudutta Mishra

    August 21, 2023

    Resignation pursuant to withdrawal notice dated August 23, 2023 received by the Company from Piramal Trusteeship Service Private Limited.

    Hemant Luthra

    August 9, 2023

    Resignation due to personal reasons.

    Hemant Luthra

    June 9, 2023

    Appointment

    are disqualified for being appointed/re-appointed as directors in terms of the Companies Act, 2013, or under the SEBI (LODR) Regulations, 2015.

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

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

    Key Managerial Personnel:

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

    Sr.

    No.

    Name of Key Managerial Personnel

    Designation

    1.

    Rakesh Chopdar

    Chairman and CEO

    2.

    Jyoti Chopdar

    Whole-Time Director

    3.

    Vishnu Pramodkumar Malpani

    Whole-Time Director

    5.

    Ronak Jajoo*

    Chief Financial Officer

    7.

    Ful Kumar Gautam

    Company Secretary and Compliance Officer

    DEPOSITS

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

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

    PARTICULARS OF REMUNERATION TO EMPLOYEES

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

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

    CORPORATE SOCIAL RESPONSIBILITY

    The Corporate Social Responsibility Committee has formulated and recommended to the Board a Policy on Corporate Social Responsibility (CSR Policy) indicating the activities to be undertaken by the Company which has been approved by the Board.The Board,on the recommendation of the CSR Committee, adopted a CSR Policy that strives to meet its societal objectives in accordance with Schedule VII of the Act. The same is available on Company's website https://www.azad.in/

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

    DIRECTORS' RESPONSIBILITY STATEMENT

    Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm:

    i. That in preparation of the Annual Accounts for the financial year ended 31st March, 2024, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

    ii. That such Accounting Policies have been selected and applied by them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for that period;

    iii. That proper and sufficient care has been taken by them for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

    iv. That the Annual Accounts have been prepared by them on a going concern basis;

    v. That they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

    vi. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

    The Company is committed to provide a safe and conducive work environment to its employees. In this regard, your Company has constituted an Internal Complaints Committee (ICC) to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. However, during the year under review, the ICC has not received any complaints.

    DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,

    2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

    During the financial year, no application was made by or against the Company or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

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

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

    AUDITORS

    A. Statutory Auditors

    M/s. MSKA & Associates, Chartered Accountants (FRN: 105047W) were appointed as Statutory Auditors of the Company for a period of Five years commencing from the conclusion of the Annual General Meeting held for the Financial Year 2022-23 until the conclusion of the Annual General Meeting to be held for the FY 202627.

    B. Cost Auditors

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

    C. Secretarial Auditors

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

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

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

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

    EXPLANATION TO AUDITORS' REMARKS

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

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

    CORPORATE GOVERNANCE

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

    All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code

    of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Chief Executive Officer is enclosed as a part of the Corporate Governance Report.

    INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

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

    VIGIL MECHANISM

    The Board at its meeting has adopted a vigil mechanism policy that provides a formal mechanism for all Directors and employees to report their genuine concerns while ensuring that the activities of the Company are conducted in a fair and transparent manner and approach the Board of Directors of the Company about the unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics. During the year,there were no complaints received in this respect.

    MAINTENANCE OF COST RECORDS

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

    BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

    A Business Responsibility and Sustainability Report as per Regulation 34 of SEBI Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this report. The said report is available on the website of the Company at: www.azad.in

    ACKNOWLEDGEMENT

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

    By order of the Board of Directors of Azad Engineering Limited

    Rakesh Chopdar Jyoti Chopdar

    Date: 03.09.2024 Chairman & CEO Whole Time Director

    Place: Hyderabad DIN:01795599 DIN: 03132157

Attention Investors : “Prevent unauthorized transactions in your account ? Update your Mobile Numbers/Email IDs with your stock brokers. Receive information of your transactions directly from Exchange on your Mobile/Email at the end of the day. Issued in the interest of Investors” ***** No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorize your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account.   |     |  ***** KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (Broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.   |  "Revised guidelines on margin collection ==> 1. Stock Brokers can accept securities as margin from clients only by way of pledge in the depository system w.e.f. September 1, 2020. | 2. Update your mobile number & email Id with your stock broker/depository participant and receive OTP directly from depository on your email id and/or mobile number to create pledge. | 3. Pay 20% upfront margin of the transaction value to trade in cash market segment. | 4. Investors may please refer to the Exchange's Frequently Asked Questions (FAQs) issued vide circular reference NSE/INSP/45191 dated July 31, 2020 and NSE/INSP/45534 dated August 31, 2020 and other guidelines issued from time to time in this regard. | 5. Check your Securities /MF/ Bonds in the consolidated account statement issued by NSDL/CDSL every month. .......... Issued in the interest of Investors"   |  ***** MEMBERS : SEBI Regn. No: NSE, BSE: INZ000176636 ; MCX : INZ000057535; SEBI Research Analyst Regn No: INH200000337; AMFI Regn No. 77624; Depository Participant : CDSL : IN-DP-CDSL-379-2006 DP ID : 12047600   |  For any Grievance mail to : grievance@sharewealthindia.com   |  For any DP Grievance mail to : dpgrievance@sharewealthindia.com.   |  Grievance with SEBI : https://scores.gov.in/scores/Welcome.html