Shareholders meeting

AZAD September 7,2026 To, To, The Listing Department Tl're Listing Depaltment BSE Limited National Stock Exchange of India Limited Department of Colporate Affairs Exchange Plaza, Plot No. C/1,G Block Phiroze Jeejeebhoy Towers, Dalal Street Banclra-Kurla Complex, Bar-rdla (E) Mumbai, Mahalashtra - 400 001 Mumbai, Maharashtra - 400 051 Scrip ID -544061 Scrip Code - AZAD Deal Sir/Madarn, Subject: Notice of 43,d Annual General Meeting. Pursuaut to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requilements) Regulations, 2015, pleasc find enclosed the Notice convening the 43,a Annual General Meeting (AGM) of tl-re Cornpany, scheduled to be held on Septembet 29,2026, at 2:30 p.m. (IST) through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). The Company is pleased to provide its members the facility to exercise their light to vote on the resolutions proposed to be passed at the AGM by electronic rneans. The date and time of remote e- voting facility are as under: Cut-off date for e-voting Fliday, Septernber L8, 2026 E-voting start time and date 9:00 a.m. (IST) on Satulday, September 26,2026 E-voting end time and date 5:00 p.m. (IST) on Monday, September 28,2026 The Notice and the Annual Report are available on the Company's website and can be accessed at https:/ / azad.in / compan)r-announcements / This is for your information and records. Thanking you. Yours truly, For Azad Engineering Limited C. Praneeth Abhishek Company Secretary, Compliance Officer and Head Legal M. No.:435583 Etrcl,: As Aboue Azad Engineering Limited Plot l.lo.90/C, 90/D, Phase -1, contact: 040-23097007 ct N No: L7 4210T G1983P1C004132 l. D.A., Jeedimetla, Hycierabad, Email: info@azad.in GSTI N : 36AAECA9452H1ZJ Telangana-500 055, lndia. Web: www.azad.in cs-2601-3ss Notice Notice is hereby given that the Forty Third (43rd) Annual General Meeting (“AGM”) of the Members of Azad Engineering Limited (“Company” or “AEL”) will be held on Tuesday, September 29, 2026, at 2:30 PM (IST) through Video conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026, together with the reports of the Board of Directors and the Statutory Auditors thereon and the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, together with the Report of the Statutory Auditors thereon. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026, together with the reports of the Board of Directors and Statutory Auditors thereon, as circulated to the Members, be and are hereby considered, approved and adopted. RESOLVED FURTHER THAT the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, and the report of Statutory Auditors thereon, as circulated to the Members, be and are hereby considered, approved and adopted.” 2. To appoint a director in place of Mr. Rakesh Chopdar (DIN: 01795599), who retires by rotation and being eligible offers himself for re-appointment. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Mr. Rakesh Chopdar (DIN: 01795599), who retires by rotation at this meeting, and being eligible, has offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.” SPECIAL BUSINESS: 3. To approve the increase in Remuneration payable to Mr. Rakesh Chopdar, Whole-Time Director, Chairman and Chief Executive Officer of the Company: To consider and, if thought fit, to pass the following as a Special Resolution: “RESOLVED THAT in partial modification to the resolution no. 2/2023-24 passed by Members of the Company at Extra-Ordinary General Meeting held on 15 September 2023 (‘EGM’) and pursuant to the provisions of Sections 196, 197 and 198 read with Schedule V and other applicable provisions of the Companies Act, 2013 (the “Act”), and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force, the Nomination and Remuneration Policy of the Company, and pursuant to the recommendation of the Nomination and Remuneration Committee (“NRC Committee”) and approval of the Audit Committee and Board of Directors, approval of the Members be and is hereby accorded for the revision in the remuneration of Mr. Rakesh Chopdar (DIN: 01795599), as the Whole-time Director, Chairman and Chief Executive Officer of the Company, for a period from 1st April 2026 up to 12th September 2026, being the remainder of his existing term, as under: • Remuneration of D 528 Lakhs per annum, payable on a proportionate basis (which is inclusive of all allowances, benefits and perquisites and exclusive of reimbursement of expenses incurred on behalf of the Company), for the aforesaid period, together with being eligible for all benefits in accordance with the policies of the Company. RESOLVED FURTHER THAT except for the revision in remuneration as stated above, all other terms and conditions relating to the appointment and remuneration of Mr. Rakesh Chopdar, as approved by the Members at the Extra- Ordinary General Meeting held on 15th September 2023, shall remain unchanged and continue to be in full force and effect. RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things, execute all such documents, instruments and writings, and take all such NOTICE steps as may be necessary, desirable or expedient to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard.” 4. To re-appoint Mr. Rakesh Chopdar (DIN: 01795599) as Whole-Time Director, Chairman and Chief Executive Officer of the Company for a term of five (5) years: To consider and, if thought fit, to pass the following as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013 (the “Act”), read with Schedule V of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force, the Nomination and Remuneration Policy of the Company, and pursuant to the recommendation of the Nomination and Remuneration Committee (“NRC Committee”) and approval of the Board of Directors, Mr. Rakesh Chopdar (DIN: 01795599), in respect of whom the Company has received a notice in writing under Section 160 of the Act proposing his candidature for his re-appointment, be and is hereby re-appointed as the Whole-time Director and designated as Chairman and Chief Executive Officer of the Company with effect from September 13, 2026, to hold office till September 12, 2031. RESOLVED FURTHER THAT Mr. Rakesh Chopdar in his capacity as Whole-time Director, Chairman and Chief Executive Officer, be paid a remuneration of INR 528 Lakhs per annum (which is inclusive of all allowances/ benefits/ perquisites and exclusive of (i) any form of reimbursement of expenses incurred on behalf of the Company and (ii) such payments as are exempted from computation of limits prescribed under Section 19 [Showing first 8,000 characters — download PDF for full document]