Azad Engineering Ltd

Directors Re-appointments

• Re-appointment of Rakesh Chopdar as Whole-Time Director, Executive Chairman and CEO for five years from 13 September 2026.
• Relationship: Rakesh Chopdar is spouse of Jyoti Chopdar.
• Rakesh Chopdar not debarred from Directorship.
• Re-appointment of Jyoti Chopdar as Whole-Time Director for five years from 13 September 2026.
• Jyoti Chopdar is spouse of Rakesh Chopdar.
• Jyoti Chopdar not debarred from Directorship.
• Re-appointment of Vishnu Malpani as Whole-Time Director for five years from 13 September 2026.
• Vishnu Malpani not related to any other director.
• Vishnu Malpani not debarred from Directorship.

AGM details

• Date/time/mode: 29-09-2026, 2:30–3:38 PM; VC/OAVM.
• Record date: 18-09-2026; last postal ballot receipt: 29-09-2026.

Key resolutions

• Resolution 1 (Ord): Adopt standalone and consolidated financial statements for year ended Mar 31, 2026.
• Resolution 2 (Ord): Re-appoint Rakesh Chopdar by rotation.
• Resolution 3 (Special): Increase remuneration for Rakesh Chopdar, WTD, Chairman, CEO.
• Resolution 4 (Special): Re-appoint Rakesh Chopdar as WTD for five years.
• Resolution 5 (Ord): Re-appoint Jyoti Chopdar as WTD for five years.
• Resolution 6 (Ord): Re-appoint Vishnu Ampani as WTD for five years.

Voting results

• Resolution 1: Passed; 99.88% in favour, 0.12% against.
• Resolution 2: Passed; 99.43% in favour, 0.57% against.
• Resolution 3: Passed; 99.73% in favour, 0.27% against.
• Resolution 4: Passed; 99.45% in favour, 0.55% against.
• Resolution 5: Passed; 91.68% in favour, 8.32% against.
• Resolution 6: Passed; 59.96% in favour, 40.04% against.

Dividend

• No dividend declared or approved.

Director changes

• Rakesh Chopdar re-appointed as director on rotation.
• Rakesh Chopdar re-appointed as Whole-Time Director for five years.
• Jyoti Chopdar re-appointed as Whole-Time Director for five years.
• Vishnu Ampani re-appointed as Whole-Time Director for five years.

Auditors

• Auditors unchanged; no new appointment disclosed.

Material related party transactions

• No material related party transactions disclosed.

Other material approvals

• Remuneration changes approved; no ESOP disclosed.

AGM Details

• 43rd AGM held on Tue, Sep 29, 2026 at 2:30 PM IST via VC/OAVM; concluded 3:38 PM.
• Attendance: 50 members participated through VC/OAVM.
• Voting conducted via remote e-voting and Insta Poll; Scrutinizer appointed.
• Statutory and Secretarial Audit Reports had no qualifications.

Ordinary Business

• Adoption of standalone financial statements and consolidated statements for year ended 31 March 2026.
• Appointment of director retiring by rotation (Rakesh Chopdar) for re-appointment.

Special Business

• Increase in remuneration payable to Rakesh Chopdar as Whole-Time Director, Chairman and CEO.
• Re-appoint Rakesh Chopdar as WTD/Chairman/CEO for a five-year term.
• Re-appoint Jyoti Chopdar as Whole-Time Director for five years.
• Re-appoint Vishnu Malpani as Whole-Time Director for five years.

Voting & Scrutiny

• Remote e-voting and AGM voting facilitated via KFintech.
• Scrutinizer appointed to supervise the voting process.

Azad Engineering Ltd — Trading window closure

Event details

• Inaugurated two lean manufacturing facilities for GE Vernova's Gas Power at Hyderabad Centre of Excellence & Innovation.
• Each facility spans 7,600 sq m, expanding AZAD to three dedicated GE Vernova sites.
• Facilities to manufacture rotating and stationary airfoils and machined parts for GE Vernova's global demand.
• Inauguration occurred on September 28, 2026.

AGM notice and access details

• AGM date/time: Sep 29, 2026, 2:30 PM IST, via VC/OAVM.
• Notice and Annual Report for FY 2025-26 sent to registered emails.
• For shareholders without registered emails, a web-link and exact path to AR/Notice provided.
• Cut-off date for email registration: Sep 7, 2026.
• Dematerialised shareholders should update their emails with their DP.

Overview

• Standalone BRSR for FY2025-26; core activities are precision metal manufacturing.
• Energy manufacturing accounts for 79.71% of turnover; aerospace/defence 17.15%.
• Airfoil/Blade contributes 69.35% of turnover; non-airfoil 29.29%.
• Exports represent about 93% of total turnover.
• Reporting boundary is standalone.

Key ESG Risks & Opportunities

• Energy efficiency and carbon emissions identified as a material risk; mitigated via renewables and efficiency upgrades.
• Occupational health and safety risk; mitigations include strict EHS protocols and training.
• Supply chain sustainability risk; mitigations include supplier audits and diversified sourcing.
• Technology and product innovation is an opportunity; actions include R&D and advanced machining.
• Waste management and pollution control risk; mitigations include recycling and closed-loop systems.
• Human capital development opportunity; focus on training and retention.

Governance & Policy Highlights

• Board/CEO oversee BRR policies; responsibility assigned to a director.
• Policies cover nine NGRBC principles; board-approved and extended to value chain.
• Policies translated into procedures and applied across value chain partners.
• Key standards adopted: AS9100D, ISO 9001, 14001, 45001, 27001; NABL 17025.
• Assurance is not applicable; internal reviews by board/committees.
• POSH and Whistle Blower policies; 2025-26 investor complaint reported.

Social Responsibility & Workforce

• Total employees: 533; 490 male and 43 female.
• Total workers: 2315; 2257 male and 58 female.
• Board gender representation: 25% female directors; KMP female 0.
• Turnover: 2025-26 permanent employees 29.24%; workers 39.80%.
• Well-being spend: 0.44% of revenue.
• PF coverage 59.66%, gratuity 100%, ESI 4.13%.

Environmental Performance

• Scope 1 emissions: 0 tCO2e in 2025-26.
• Scope 2 emissions: 5528 tCO2e; 2024-25: 13288 tCO2e.
• Total energy non-renewable: 12,19,997.43 GJ; renewable energy data listed.
• Hazardous waste: 263.49 MT; plastics/e-waste data not disclosed.
• Certifications: ISO 14001, ISO 45001, AS9100D, NABL 17025.
• Water withdrawal: groundwater 1701 KL; third-party 2128 KL; total 3829 KL; water intensity 0.65.

Stakeholder Engagement & Complaints

• Investors: 1 complaint filed in 2025-26; 0 pending.
• Communities: 0 complaints; mechanisms via Vigil Mechanism Policy.
• Employees/workers: POSH framework; Internal Complaints Committee for sexual harassment.
• Customers: feedback via helpline and weekly meetings; average closure ~48 hours.
• Grievance channels include website, email; regular engagement with stakeholders.

Other Notable Metrics

• Related-party transactions: purchases 3.34%; sales 0.33%; loans 3.83%; investments 0%.
• Export turnover accounts for 93% of total revenue.
• Affiliations with two chambers: Federation of Indian Export Organisations, Engineering Export Promotion Council.
• No anticompetitive conduct cases; no related action underway.
• Cybersecurity policy exists; data privacy policy; no data breaches reported.

Financial performance

• FY2025-26 consolidated revenue ₹6,029.75m; up 31.8% YoY.
• Consolidated PAT ₹1,335.63m; up 54.34% YoY.
• Consolidated EBITDA margin 37.4%; standalone margin 36.9%.
• Exports accounted for ~93% of revenue; outside-India revenue ₹5,490.78m.
• Order book ₹65,000m; ~11x FY2025-26 revenue.
• Standalone revenue ₹5,903.75m; PAT ₹1,321.61m; revenue growth 30.3%; PAT growth 49.3%.
• EPS: Consolidated ₹20.57; Standalone ₹20.46 (basic/diluted).
• Capex funded largely by QIP proceeds; assets capitalised ₹3,920.2m.
• Working capital days stood at 244; normalisation targeted FY2026-27.
• Debt metrics: total debt ₹4,566.39m; cash ₹1,845.91m; gearing 0.15x.

Capacity expansion and capital allocation

• FY2025-26 saw four dedicated OEM facilities inaugurated; three operational by Mar 31, 2026; Baker Hughes facility opened Apr 2026.
• MHI facility commissioned March 2025; GE Vernova and Siemens Energy facilities commissioned in FY2025-26.
• Total dedicated OEM facilities now four; expansion footprint ~182,000 sq m planned after Phase 1 & 2.
• Phase 1 expansion adds ~95,000 sq m; Phase 2 adds ~67,000 sq m.
• QIP proceeds funded the expansion; capitalised assets ₹3,920.2m; WIP ₹1,921.9m.

Business developments and strategic capabilities

• Entered hot-section nozzle vane hot-end with Mitsubishi Heavy Industries under an eight-year contract.
• Aerospace & Defence footprint expanded; Rolls-Royce, Pratt & Whitney Canada engaged; Safran MOU.
• Nuclear capability enhanced; Arabelle Solutions accreditation; one of India’s few qualified nuclear turbine airfoils.
• AZAD VTC subsidiary achieved Nadcap accreditation for coatings and heat treatment.
• Delivered India’s indigenous 350 kg thrust turbojet engine around July 2026 outside the year-end.

Segment profile and mix

• Energy and Oil & Gas remain largest vertical; Energy ~81.5% of standalone revenue.
• Aerospace & Defence revenue crossed ₹1,000m in FY25-26; contributes ~17-18%.
• Oil & Gas revenue remains smaller; dedicated Baker Hughes facility opened post-year-end.
• Global OEM relationships with GE Vernova, Mitsubishi Heavy Industries, Siemens Energy, Rolls-Royce, Pratt & Whitney Canada, Safran.
• Nuclear turbine airfoils qualification positions AZAD for domestic and international growth.

Capital structure and liquidity

• Total debt ₹4,566.39m; cash ₹1,845.91m; adjusted net debt ₹2,720.48m.
• Gearing ratio 0.15x; debt-to-equity ratio 0.29x.
• QIP raised ₹7,000m; utilisation ₹5,402.73m; unutilised ₹1,597.27m; extension to 31 Mar 2027.
• ROCE 10.7% (FY2025-26) vs 8.7% (FY2024-25).
• Working capital days 244; capital expenditure expected to improve as facilities normalise.

Governance and risk

• Board: eight directors; four independent; two women; KMP changes with G Praneeth Abhishek appointed Nov 2025.
• Auditors MSKA & Associates LLP converted to MSKA & Associates LLP in Jan 2026.
• 11 Board meetings in FY2025-26; Audit, NRC, SRC committees active; independent directors held separate meeting.
• Internal controls robust; Secretarial audit unmodified; compliance with governance standards evident.

Outlook and risk factors

• Management guides revenue growth in excess of 25% annually over the medium term.
• Order book visibility supports multi-year growth across Energy, Aerospace & Defence, and Oil & Gas.
• Risks include working capital intensity, export concentration, and geopolitical dynamics affecting supply chains.
• Capex expansion to normalise working capital and drive higher utilisation through FY2026-27.

CSR and sustainability

• CSR spend ₹14.01m; two-percent-of-average-net-profit threshold; allocated to education and environmental sustainability.
• CSR activities conducted with governance oversight; no adverse POSH issues; energy efficiency and waste management monitored.
• Environmental disclosures include energy consumption, water usage, and waste management; Nadcap and ISO accreditations support ESG goals.

AGM Details

• 43rd AGM via VC/OAVM on Sept 29, 2026 at 2:30 PM IST.
• Deemed venue: company registered office in Hyderabad.
• Register of Members/Share Transfer Books closed Sept 23–29, 2026; cut-off Sept 18, 2026.

Key Resolutions

• Ordinary: Adopt standalone and consolidated financial statements for FY ended Mar 31, 2026.
• Ordinary: Re-appoint Rakesh Chopdar by rotation.
• Special: Increase remuneration of Rakesh Chopdar to INR 528 Lakh p.a. (Apr–Sept 2026).
• Special: Re-appoint Rakesh Chopdar as WTD/CEO for five years (Sept 13, 2026–Sept 12, 2031).
• Ordinary: Re-appoint Jyoti Chopdar as WTD for five years at INR 120 Lakh p.a.
• Ordinary: Re-appoint Vishnu Malpani as WTD for five years at INR 130 Lakh p.a.

Voting Results

• Voting outcomes not disclosed in this filing.

Director Changes

• Rakesh Chopdar re-appointed as Whole-time Director, Chairman and CEO for five years.
• Jyoti Chopdar re-appointed as Whole-time Director for five years.
• Vishnu Malpani re-appointed as Whole-time Director for five years.