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STATE OF AFFAIRS / PERFORMANCE REVIEW

During FY26, AXISCADES delivered a strong operational
performance, driven by sustained momentum across
its Aerospace, Defence, Space, and ESAI (Electronics,
Semiconductors and Artificial Intelligence) businesses.
Consolidated revenue from operations increased by 12.4%
year-on-year to '1,159 crore, reflecting robust programme
execution and continued demand across the Company’s core
strategic sectors. EBITDA grew by 24.6% to '178 crore, while
EBITDA margin expanded by approximately 150 basis points to
15.3%, underscoring the benefits of an enhanced business mix,
operational leverage, and disciplined execution.

The Company’s core businesses further strengthened their
contribution to overall performance, with Aerospace, Defence,
and ESAI activities accounting for approximately 78% of total
revenue during the year. Growth was supported by increasing
defence procurement opportunities, the expansion of aerospace
programmes, strategic investments in electronics, and continued
enhancement of manufacturing and deep-technology capabilities.
The Company also progressed several strategic infrastructure
initiatives and reinforced its position in high-value indigenous
defence and aerospace programmes.

FY26 was also marked by significant strategic transformation. In
line with its long-term strategic roadmap, AXISCADES entered
into definitive agreements for the divestment of its Engineering
Services business serving the Heavy Engineering, Energy, and
Automotive sectors. This portfolio realignment is intended to
sharpen the Company’s focus on higher-growth and higher-margin
opportunities in Aerospace Manufacturing, Defence, Space, and
Deep Technology, while enhancing capital allocation efficiency and
creating long-term shareholder value.

Reported profitability for the year was impacted by certain
exceptional and timing-related factors. Revenue recognition
of approximately '142 crore relating to specific customer
programmes was deferred to FY27 due to supply chain constraints
and programme execution timelines. In addition, one-time
restructuring and transaction-related costs associated with the
strategic divestment affected reported earnings. Notwithstanding
these temporary impacts, the underlying performance of the
business remained robust, with Normalised Profit After Tax
increasing by 27.6% year-on-year to '83 crore, reflecting the
strength and resilience of the Company’s operating performance.

FINANCIAL HIGHLIGHTS - STANDALONE

Total Income increased by 13.42 % in FY 2025-26 to '46,743.16
lakhs. EBITDA Decreased by 18.74% to '5,442.69 lakhs and Profit
before tax and exceptional items is '2,246.41 lakhs in FY 2025-26.
Net profit after tax stood at '1,596.54 lakhs in FY 2025-26.

FINANCIAL HIGHLIGHTS - CONSOLIDATED

Total Income increased by 12.38 % to '1,18,173.35 lakhs in FY
2025-26. EBITDA increased by 24.61 % to '17,750.70 lakhs in FY

2025-26. Profit before tax and exceptional items increased from
'9,139.81 lakhs to '12,493.62 lakhs in FY 2025-26. Net Profit after
tax, before minority interest, decreased by 4.28 % to '7,206.50
lakhs in FY 2025-26.

RESERVES

The Company has not transferred any amount to its general
reserves for the Financial Year ended March 31,2026.

DIVIDEND

Considering need for conservation of funds for catering to the
growth plans of the Company, your Directors consider it expedient
to pass over dividend for FY 2025-26.

In terms of Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the Board has
formulated and adopted the Dividend Distribution Policy. The Policy
is available on our website athttps://axiscadespdfs.b-cdn.net/
CORPORATE%20GOVERNANCE/CORPORATE%20POLICIES/2.pdf

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The particulars of loans, guarantees and investments covered
under Section 186 of the Companies Act, 2013 form part of the
Notes to the financial statements provided in the Annual Report
and furnished as Annexure-I to this Report.

PUBLIC DEPOSITS

The Company has not accepted/renewed any public deposits and
as such no amount on account of principal or interest on public
deposits under Section 73 of the Companies Act, 2013, read with
Companies (Acceptance of Deposits) Rules, 2014 was outstanding
as on the date of the Balance Sheet.

Further, the Company did not receive any amount from any Director
or relative of a Director during the financial year under review.

ISSUE AND LISTING OF SHARES

The Company’s shares are listed on BSE Limited (BSE)
and National Stock Exchange of India Limited (NSE). Stock
performance and stock data of the Company are furnished in the
section on Corporate Governance.

BUSINESS STRUCTURE
SUBSIDIARIES

The Company has the following subsidiaries:

Overseas Subsidiaries

During the financial year 2025-26, the Company has allotted equity
shares as below:

• 18,936 equity shares under ESOP Plan which were listed on
NSE and BSE vide letters - NSE/LIST/2025/51900 and LOD /
ESOP / TP / No. 260/ 2025-2026 respectively.

• 800 equity shares under ESOP Plan listed on NSE and BSE
vide letters - NSE/LIST/2025/52190 and LOD / ESOP / TP /

No. 28/ 2025-2026 respectively.

DEBENTURES

The total value of the outstanding debentures as on March 31,

2026 stands at INR 95.50 crores.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act 2013 are
furnished in the prescribed form AOC-2 as Annexure-I to this
Report. All transactions with the related parties during the financial
year were in the ordinary course of business. The transactions
have been approved by the Audit Committee, the Board and the
Shareholders, wherever required. Your attention is drawn to the
Notes to the financial statements, in this respect.

The Policy on materiality and dealing with related party transactions
formulated and approved by the Board is posted on the website of
the Company and is accessible at www.axiscades.com

MATERIAL CHANGES AND COMMITMENTS

Except as disclosed under the heading "State of Affairs /
Performance Review," no material changes or commitments
affecting the financial position of the Company have occurred
between the end of the financial year to which the financial
statements relate and the date of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
a detailed chapter on Management discussion and analysis
highlighting the Company’s strategy, business environment,
operations, performance, risks and outlook is provided separately
in this Annual Report.

EMPLOYEE BENEFIT SCHEME

The Company has ESOP Scheme - AXISCADES ESOP 2018-
Series 1 and AXISCADES ESOP 2018- Series 2 which are in
compliance with SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 and are effective from April 1,2018.

Further the pool of ESOPs was increased by 26,43,167 by way of
variation in the terms of existing ESOP schemes series (clause
14.1 & 14.3), which became effective on receiving shareholders’
approval in the Annual General Meeting held on September 28,
2021.

The applicable disclosures in compliance with Regulation 14
of SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 and Rule 12 of companies (Share Capital
and Debentures) Rules, 2014 are set out and enclosed as
Annexure III.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 is provided as Annexure IV to this Report.

Details of employee remuneration as required under the provisions
of Section 197 of the Act and Rule 5(2) & 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 is provided in a separate statement and forms part of the
Annual Report. Further, this Report is being sent to the Members
excluding the said statement. In terms of Section 136 of the Act,
the said statement will be open for inspection and any Member
interested in obtaining a copy of the same may write to the
secretary@axiscades.com

3. CORPORATE GOVERNANCE

The report on Corporate Governance as required under
Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is attached and forms
part of the Annual Report. A Certificate from the Auditors
of the Company on compliance of conditions of corporate
governance is also appended to the report.

MEETINGS OF THE BOARD

The Board of Directors met 8 (eight) times during the
financial year. The dates, attendance and other particulars
of the meetings are furnished in the Report on Corporate
Governance attached to this Report. The intervening gap
between any two meetings was within the limit prescribed by
the provisions of Companies Act, 2013.

COMMITTEES OF THE BOARD

The Audit Committee consists of 3 members, namely - Lt.
Gen. Codanda Poovaiah Cariappa, Mr. Tanmoy Chakrabarty,
Independent Directors and Mr. Venkatraman Venkitachalam,
Non-Executive Director. The Chairman of the Audit Committee
is an Independent Director.

All the recommendations made by the Audit Committee
during the year have been accepted by the Board.

The Company has also constituted Nomination and
Remuneration Committee, Stakeholders Relationship
Committee and Risk Management Committee as required
under the provisions of Companies Act, 2013 and also as
required under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the composition,
scope of their functions, responsibilities etc. are given in
the Corporate Governance Section, which forms part of this
Report.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all Independent
Directors under Section 149(7) of the Companies Act, 2013
(read together with Companies Amendment Act, 2017, to
the effect that they meet the criteria of independence as laid
down in Section 149(6) of the Companies Act, 2013 read
together with any amendment thereto and that their names
have been included in the databank of Independent Directors
and are compliant with the prescribed regulations. The terms
and conditions of appointment of Independent Directors are
placed on the website of the Company at
www.axiscades.com

PERFORMANCE EVALUATION OF THE BOARD,
COMMITTEES AND DIRECTORS

The Board of Directors have carried out an annual evaluation
of its own performance, Board Committees and individual
directors pursuant to the provisions of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The performance of the Board and its Committees were
evaluated by the Board / Committee after seeking inputs from
all the directors/ members on the basis of the criteria and
framework adopted by the Board. The evaluation process has
been explained in the Corporate Governance Report section
of the Annual Report.

VIGIL MECHANISM

The Vigil Mechanism of the Company which also incorporates
the Whistle blower policy provides a formal mechanism to
all Directors and employees to approach the Chairman of
the Audit Committee and make protective disclosures about
unethical behaviour, actual or suspected fraud or violation
of the Company’s Code of Conduct or ethics policy. The
Whistle blower policy is an extension of the Company Code of
Conduct, which requires every employee to promptly report to
the Management any actual or possible violation of the Code
or an event he is aware of, that could affect the business
or reputation of the Company. The disclosures reported
are addressed in the manner and within the time frames
prescribed in the Policy. No personnel of the Company were
denied access to the Chairman of the Audit Committee. The
Whistle blower policy which also describes the mechanism
may be accessed on the Company’s website at
www.axiscades.com

POLICY ON DIRECTOR’S APPOINTMENT AND
REMUNERATION

The Company’s policy on Directors’ appointment and
remuneration including criteria for determining qualifications,
positive attributes, independence of a director and the policy
on remuneration of directors, key managerial personnel
and other employees formulated pursuant to Section 134(3)
(e) and 178(3) of the Companies Act, 2013 are furnished in
Annexure V to this Report.

RISK MANAGEMENT POLICY

The Company has formulated and implemented a Risk
Management Policy which focuses on the identification of
various elements of risks, if any, which in the opinion of the
Board, may threaten the existence of the Company.

The Company has a risk identification and management
framework appropriate to its size and the environment under
which it operates. The risk management process involves
identification and periodic assessment of potential risks
and their impact on the operations, profitability, growth and
continuity of the business and focuses on risk elements
pertaining to competitive position in the key market segments,
business environment, statutory and regulatory changes,
global economy and business scenario, Currency exchange
rate fluctuations, resource constraints etc. and initiating timely
preventive as well as remedial actions.

Reporting and control mechanisms ensure timely information
availability and facilitates proactive risk management. These
mechanisms are designed to cascade down to the level of
line managers so that risk at the transaction level is identified
and steps are taken towards mitigation in a decentralized
fashion.

Risks are being continuously monitored in relation to
business strategy, operations and transactions, statutory/
legal compliance, financial reporting, information technology
system etc. based on the inputs from both external and
internal sources like key incidents, Internal audit findings etc.

The Risk Management Committee is responsible for
monitoring risk levels on various parameters and the senior
management group ensures implementation of mitigation
measures, if required. The Audit Committee has additional
oversight in the area of financial risks and controls.

PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

In order to prevent sexual harassment of women at work
place your Company has adopted a Policy for prevention of
Sexual Harassment of Women at Workplace and has proper
mechanism to control the same, which is commensurate with
the nature and size of the business of the Company.

During the financial year 2025-26, no complaints have
been received. The Company has an Internal Complaints
Committee in compliance with the provisions of Sexual

Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

MATERNITY BENEFIT ACT

The Company is in compliance of the provisions of the
Maternity Benefit Act, 1961.

4. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) read with Section 134(3)(c) of the
Companies Act, 2013, your Directors confirm that:

a. in the preparation of the annual accounts the applicable
accounting standards have been followed along with
proper explanation relating to material departures; if any

b. they have selected such accounting policies and
applied them consistently and made judgements 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 or loss of
the Company for that period;

c. they have taken proper and sufficient care for the
maintenance of adequate accounting records

in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going
concern basis;

e. they have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and are operating effectively; and

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

5. AUDITORS AND AUDITORS’ REPORT
STATUTORY AUDITORS

M/s S.R. Batliboi & Associates LLP Chartered Accountants
(Firm Registration No. 101049W/E300004), were re-appointed
as Statutory Auditors of the Company by the shareholders at
the 32^nd Annual General Meeting (AGM) held on September
27, 2022 to hold office till the conclusion of the 37^th AGM of
the Company. Hence, they will continue to be the Statutory
Auditors of the Company.

The Statutory Auditors’ Report does not contain any
qualification, reservations or adverse remarks. The Auditors’
Report is enclosed with the financial statements in this Annual
Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the

Company has appointed M/s BMP & Co. LLP, Company
Secretaries, to undertake Secretarial Audit of the Company
for the financial year 2025-26. The Secretarial Audit Report of
the Company and its material subsidiaries for the FY 2025¬
26 are attached as Annexure VI, which forms part of this
report. Secretarial Audit Report of the Company contains an
observation relating to non-compliance with Regulation 17(1)
of the SEBI (LODR) Regulations, 2015 due to a temporary
vacancy on the Board arising from the resignation of a
Director. The vacancy was subsequently filled through the
appointment of Mr. Giridhar Aramane on March 26, 2026, and
the Company has restored compliance with the applicable
requirements.

Except for the observation referred to above, the Secretarial
Audit Report does not contain any other qualification,
reservation, adverse remark or disclaimer.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 and rules made thereunder, the Board of Directors
at its meeting held on August 07, 2025, appointed Protiviti
India Member Private Limited as Internal Auditor of the
Company for the financial year 2025-26.

Details in respect of frauds reported by Auditors
other than those which are reportable to the Central
Government

The Statutory Auditors and the Secretarial Auditors of
the Company have not reported any frauds to the Audit
Committee or to the Board of Directors under section 143(12)
of the Companies Act, 2013, including rules made thereunder.

COST RECORDS AND AUDIT

Maintenance of cost records and requirement of cost audit
as prescribed under the provisions of Section 148(1) of the
Companies Act, 2013 are not applicable for the business
activities carried out by the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

In pursuance of Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Business Responsibility and Sustainability Report describing
the initiatives taken by the Company from an environmental,
social and governance perspective is enclosed as
Annexure VIII to this report.

SIGNIFICANT ORDERS BY REGULATORS/COURTS/
TRIBUNALS

There are no significant and material orders passed by the
regulators or courts which would impact the going concern
status of the Company and its future operations.

ANNUAL RETURN

The Annual Return of your Company as on March 31,2026,
prepared pursuant to Section 92 of the Companies Act, 2013

and the Rules made thereunder, in Form MGT-7 is available
on the website of the Company athttps://www.axiscades.
com/investor-relation/

INTERNAL FINANCIAL CONTROLS

Your Company has adopted the policies and procedures for
ensuring the orderly and efficient conduct of its business,
including adherence to the Company’s policies, the
safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable
financial disclosures.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company dissolved its Corporate Social Responsibility
Committee in its Board Meeting held on June 11,2021
pursuant to the amendment in CSR Rules and Section 135 of
the Companies Act, 2013. The policy has been posted and is
accessible on the Company’s website at www.axiscades.com

The salient features of which are as under:

• CSR activities are based on three broad indicators of
development namely Human Capital, Social Capital and
Economic Capital.

• We recognize the need to work in partnership with other
players as well.

• The Board is responsible to formulate and
recommending changes to the policy indicating the
activities to be undertaken including Monitoring and
reviewing CSR activities.

• Transparent Monitoring.

The annual report on CSR activities is furnished in
Annexure VII to this Report.

5. CONSERVATION OF ENERGY, FOREIGN
EXCHANGE EARNINGS AND OUTGO

The particulars pursuant to Rule 8(3) of Companies
(Accounts) Rules 2014, are given below:

Conservation of Energy

Being an Information Technology Company, the Company’s
operations are not energy intensive. However, adequate
measures have been taken to conserve energy by
introducing improved operational methods. The Company
in its initiative to be ISO14001 - Environmental Management
System compliant, is adhering to the provisions of E-Waste
(Management and Handling) Rules 2011 and Batteries
(Management and Handling) Rules 2011, by efficiently
managing the AC installations, replacing PC’s by VPC and
recycling of paper etc.

Technology Absorption

The Company does not have any imported technology. Since the requirements of the technology business are changing constantly, your
Company has sought to focus on critical in-house technologies and processes, which are likely to create value in the foreseeable future.

7. APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year, the Company has not made any application under the Insolvency and Bankruptcy Code, 2016.

8. FUTURISTIC STATEMENTS

Certain statements made in this section or elsewhere in this report may be futuristic in nature. Such statements represent the
intentions of the Management and the efforts being put in by them to realize certain goals. The success in realizing these goals
depends on various factors both internal and external. Therefore, the investors are requested to make their own judgment by taking
into account all relevant factors before making any investment decision.

9. GREEN INITIATIVES

With reference to the MCA circular dated September 25, 2023 read with and SEBI circular dated October 07, 2023, this year the
Company is dispensed with the printing and dispatch of Annual Reports to the Shareholders. Electronic copies of the Annual Report
are sent to all the members whose email address are so registered.

10. OTHER DISCLOSURES

i. There has been no change in the nature of business of the Company during FY 2025-26.

ii. There has been no instance of one-time settlement with Banks or Financial Institutions.

iii. The Company is in compliance with SS - 1 i.e. Secretarial Standard on Meetings of the Board of Directors and SS - 2 i.e.
Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India.

iv. There was no amount of unclaimed dividend required to be transferred to the Investor Education and Protection Fund (IEPF)
during the financial year under review. Accordingly, the provisions relating to transfer of unclaimed dividend to the IEPF were not
applicable to the Company during the financial year.

v. The details of remuneration and commission, if any, received by the Managing Director, Directors and Key Managerial Personnel
from the Holding Company or Subsidiary Company during the financial year under review are disclosed in the Corporate
Governance Report, forming part of the Annual Report.

vi. There were no penalties, punishment or commitments affecting the financial position of the Company between the end of the
financial year and the date of this Report.

ACKNOWLEDGEMENTS

Your Directors deeply appreciate and acknowledge the co-operation and support extended by Clients, Vendors, Investors and
Bankers, various government agencies & regulatory bodies across the globe, the Software Technology Park, Noida, Hyderabad &
Bangalore and other industry forums and agencies like NASSCOM and look forward to their continued support in the future. Your
Directors wish to place on record their appreciation of the valuable contribution made by the employees of the Company at all levels.

For and on behalf of the Board of Directors

Sd/- Sd/-

Sampath Ravinarayanan Venkatraman Venkitachalam

Place: Bengaluru Chairman & Managing Director Non-Executive Director

Date: May 27, 2026 DIN: 00208793 DIN: 05008694