THE MEMBERS OF APTECH LIMITED

Your directors are pleased to present their Twenty Fifth (25th) Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended March 31, 2025, in compliance to the Companies Act, 2013 ("Act"). The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

STATE OF AFFAIRS – SNAPSHOT OF FINANCIAL RESULTS:

The financial results of the Company for the Financial year ended March 31, 2025, are presented below:

OPERATIONS REVIEW:

The Company delivered a_consolidated operating revenue of `46,010 lakhs_ for the financial year ended March 31, 2025, reflecting a_5.33% growth_over `43,681 lakhs in FY 2023–24. The_ Retail segment remained the primary growth driver, posting revenues of `42,492 lakhs, an_ 11.44% year-on-year increase_ from `38,131 lakhs in the previous year. Margin moderation in this segment was primarily due to increased investments in brand-building, digital outreach, and below-the-line marketing initiatives aimed at enhancing lead generation and driving footfalls across centres.

The_ Institutional segment contributed `3,518 lakhs_ in revenue. Despite facing a temporary slowdown due to the general elections and delayed order cycles from government departments, the segment remains strategically significant. With stable fundamentals and renewed government focus and policy momentum post-elections, it is poised for long-term growth and realignment.

Other income increased to `1,601 lakhs, driven by higher interest earnings on bank deposits, reflecting a 90 bps rise over the previous year.

During the year, the Company recorded a_ foreign exchange loss of `76 lakhs, significantly lower than the `710 lakhs loss in FY 2023–24, owing to the continued devaluation of the Nigerian Naira. This loss was classified as an_ exceptional item_due to significant devaluation in Nigerian currency. Profit Before Tax (PBT)_after exceptional items stood at `3,474 lakhs, compared to `4,036 lakhs in FY 2023–24. The_effective tax rate rose to 45.09%_(vs. 28.05% last year) due to_Minimum Alternate Tax (MAT) credit reversal, resulting in a_Profit After Tax (PAT) of `1,908 lakhs, down from `2,904 lakhs in the previous year.

Earnings Per Share (EPS)_for the year was `3.29, compared to `5.01 in FY 2023–24.

The Company continues to maintain a_ strong debt-free balance sheet, with_cash and cash equivalents amounting to `19,537 lakhs_as on March 31, 2025.

For a comprehensive analysis of business strategy, segmental performance, and operational achievements, please refer to the_ Management Discussion and Analysis_ section of this Annual Report.

TRANSFER TO RESERVES:

During the financial year under review, the Company has not made any transfer to the General Reserve.

INVESTOR RELATIONS:

The Company has a robust investor grievance mechanism that enables shareholders to reach out via email or written communication to either the Company or its Registrar and Transfer Agent (RTA). To ensure transparency, all critical information is promptly uploaded on the Company's website and disclosed to stock exchanges in compliance with SEBI regulations. Please refer https://www.aptech-worldwide.com/ investors for Investors/ Analyst Interactions held during the year.

HUMAN CAPITAL MANAGEMENT:

During the financial year, the Human Resources function remained instrumentalinaligningpeoplestrategieswithbusinessobjectives, reinforcing our position as a leading employer. Key initiatives included fostering a cohesive, performance-driven culture, digitizing onboarding and orientation, and deploying advanced analytics to enhance workforce insights and decision-making. The Human Resources function also introduced AI-powered, byte-sized learning modules to support agile, personalized employee development. As a testament to the efforts, the Company maintained a strong 4.2 rating on Glassdoor as of March 31, 2025.

DIVIDEND:

The Board of Directors at their meeting held on May 08, 2025, have declared an Interim Dividend of `4.50 per Equity Share (45%) for the Financial Year 2024-25.

In terms of regulation 43A of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company at its meeting held on May 21, 2021, have approved and adopted the Dividend Distribution Policy and the same is uploaded on the Company's website: https://www.aptech-worldwide.com/downloads/InvestorPolicy/ dividend-distribution-policy-aptech.pdf

NUMBER OF MEETINGS OF THE BOARD:

During the financial year, the Board convened five times: on May 02, 2024; August 02, 2024; November 11, 2024; January 25, 2025; and February 03, 2025. The interval between any two meetings remained within the statutory limit of 120 days, in full compliance with the Companies Act, 2013. Comprehensive details of Board meetings are provided in the Corporate Governance Report, which forms an integral part of this Integrated Annual Report.

Reappointment of Directors retiring by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and other applicable provisions (including any Statutory modification(s) or re-enactments), as well as the Articles of Association of the Company, Mr._Rajiv Agarwal (DIN: 00379990), and Mr. Utpal Sheth (DIN

: 00081012) Non-Executive Directors, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers themselves for re-appointment. It is further noted that the Executive Directors and Independent Directors of the Company are not subject to retirement by rotation.

APPOINTMENT & CESSATION OF DIRECTORS:

Mrs. Vandana Chamaria (DIN: 07131829) was appointed as an Additional Director (Non-Executive, Independent) of the Company with effect from August 02, 2024, for a term of five consecutive years. Her appointment was duly approved and regularized by the shareholders at the Annual General Meeting held on September 26, 2024.

The Board appointed Mr._ Atul Jain (DIN: 07434943) as a Managing Director and Chief Executive Officer (Designate) of the Company for a term of five years with effect from August 03, 2024. He was subsequently re-designated and appointed as the Managing Director and Chief Executive Officer (MD & CEO) with effect from November 01, 2024. However, Mr._Jain tendered his resignation due to personal reasons, and the same was accepted by the Board. His tenure as MD & CEO concluded with effect from January 30, 2025.

Ms. Madhu Jayakumar (DIN: 00016921), Non–Executive, Independent Director of the Company, completed her second term and ceased to hold office with effect from September 23, 2024, upon completion of her tenure. The Board places on record its sincere appreciation for her valuable contributions and guidance during her association with the Company. Mr._ Anuj Kacker (DIN: 00653997) ceased to hold office as Whole-time Director and Interim Chief Executive Officer (CEO) of the Company upon completion of his tenure on October 31, 2024. The Board places on record its sincere appreciation for his leadership and contributions during his tenure.

Mr._Amit Goela (DIN: 01754804) was appointed as an Additional Director (Non–Executive, Non–Independent) of the Company with effect from January 25, 2025, for a term of five years, subject to shareholders' approval. His appointment was subsequently regularized by the Shareholders through a postal ballot, the result of the same was declared on April 05, 2025. Mr._ Vishal Gupta (DIN: 10388230) was appointed as an Additional Director (Non–Executive, Non–Independent) of the Company with effect from January 25, 2025, for a term of five years, subject to shareholders' approval. His appointment was subsequently regularized by the Shareholders through a postal ballot, the result of the same was declared on April 05, 2025. Mr._Sandip Weling (DIN: 10479066) was appointed as a Whole-time Director of the Company for a term of five years with effect from April 29, 2025, subject to approval by the Shareholders. His appointment was subsequently regularized through postal ballot, the result of the same was declared on July 19, 2025. Mr._Neeraj Malik (DIN: 07611462) was appointed as a Whole-time Director of the Company for a term of five years with effect from April 29, 2025, subject to approval by the Shareholders. His appointment was subsequently regularized through postal ballot, the result of the same was declared on July 19, 2025.

CHANGES IN KEY MANAGERIAL PERSONNEL (KMP):

Mr._ T. K. Ravishankar retired from the position of Chief Financial Officer of the Company effective June 30, 2024. The

Board places on record its deep appreciation for his invaluable contributions and dedicated service during his tenure. Mr._ Pawan Nawal was appointed as Chief Financial Officer (Designate) of the Company on March 15, 2024. Upon the retirement of Mr._ T.K. Ravishankar, he was re-designated as the Group Chief Financial Officer of the Company and its subsidiaries. Based on the recommendations of the Nomination & Remuneration Committee and the Audit Committee, he was also designated as a Key Managerial Personnel (KMP) pursuant to Section 203 of the Companies Act, 2013, with effect from August 02, 2024.

Mr._ Akshar Biyani resigned from the position of Company Secretary and Compliance Officer of the Company due to personal reasons, with effect from October 14, 2024. Following his resignation, Ms. Shruti Laud was appointed as the Compliance Officer and designated as a Key Managerial Personnel (KMP) of the Company with effect from November 11, 2024. Subsequently, she was appointed as the Company Secretary and Compliance Officer with effect from January 25, 2025.

PERFORMANCE EVALUATION OF THE BOARD AND DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors conducted the annual performance evaluation of the Board, its Committees, and individual Directors, including Independent Directors, during the year under review.

The evaluation was carried out through a structured questionnaire designed to assess various aspects such as the composition and effectiveness of the Board and its Committees, Board dynamics and culture, fulfilment of duties and responsibilities, and adherence to governance practices. The evaluation process incorporated feedback from each Director and was aligned with the parameters outlined in the SEBI Guidance Note on Board Evaluation dated January 05, 2017.

The Independent Directors, at their meeting held on March 19, 2025, carried out a review of the performance of the Board as a whole, including that of the Non-Independent Directors and the Chairperson. The evaluation was conducted through a combination of qualitative and quantitative assessments, with particular emphasis on the adequacy and timeliness of the flow of information between the Company's management and the Board, enabling the Board to effectively discharge its responsibilities.

The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this Annual Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

All newly appointed independent directors were provided with a comprehensive familiarization programme covering the Company's operations and governance framework. Details of this programme are disclosed in the Corporate Governance Report. The website link for the familiarization programme is: h t t p s : // w w w. a p t e c h - wo r ld w i d e . co m / d ow n lo a d s / InvestorPolicy/Familiarisation-for-Independent-Directors-of-Aptech-Limited.pdf

INDEPENDENT DIRECTORS:

All Independent Directors have submitted declarations confirming compliance with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, all Independent Directors have registered themselves with the Independent Directors' databank and complied with the requirements under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In accordance with Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may reasonably be anticipated to impair their ability to discharge their duties independently, objectively, and without external influence. Further, as required under Regulation 25(9) of SEBI (LODR) Regulations, 2015, the Board of Directors has evaluated and taken on record the veracity of the disclosures and confirmations received from the Independent Directors.

EXTRACT OF ANNUAL RETURN:

In accordance with the provisions of Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year 2024–25 is available on the Company's website at: www.aptech-worldwide.com/.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Particulars of loans, guarantees, and investments covered under Section 186 of the Companies Act, 2013 are disclosed in the notes to the financial statements forming part of this Annual Report.

RELATED PARTY TRANSACTIONS:

All contracts, arrangements, and transactions entered into by the Company with Related Parties during the year under review were in the ordinary course of business and conducted on an arm's length basis, in compliance with the applicable provisions of the Companies Act, 2013. The Board of Directors, based on the recommendations of the Audit Committee, has duly ratified and approved the omnibus approvals for Related Party Transactions for the financial years 2024–25.

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions. The Policy is available on the Company's website and can be accessed at: h t t p s : // w w w. a p t e c h - wo r ld w i d e . co m / d ow n lo a d s / InvestorPolicy/AptechRPTPolicy_FINAL.pdf

The Company has not entered into any Material Related Party Transactions during the year, in accordance with the provisions of the Companies Act, 2013. A confirmation to this effect, as required under Section 134(3)(h) of the Companies Act, 2013, is provided in Form AOC-2, annexed as_Annexure I_to this Annual Report.

Further, pursuant to Regulation 23(5)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, transactions entered into between the Company and its wholly-owned subsidiaries—whose accounts are consolidated with the Company and placed before the shareholders at the general meeting for approval—are exempt from obtaining separate approval under Regulation 23(4) of the SEBI (LODR) Regulations, 2015. Accordingly, no shareholder approval is required for such Related Party Transactions under the prevailing regulatory framework.

SUBSIDIARIES:

As on March 31, 2025, the Company has five subsidiaries. There has been no material change in the nature of business of these subsidiaries during the year under review. The Company does not have any associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013. In compliance with Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Company's subsidiaries, including their contribution to the overall performance of the Company, is presented in Form AOC-1, which forms part of this Annual Report. Further, pursuant to Section 137 of the Act, all necessary compliances and statutory filings, including the uploading of accounts of the Company's foreign subsidiaries, have been duly completed.

Additionally, in accordance with the provisions of Section 136 of the Act, the audited standalone and consolidated financial statements of the Company, together with the Auditors' Report and all other documents required under the law, including the financial statements of its subsidiaries, are available on the Company's website at https://www. aptech-worldwide.com/downloads/InvestorPolicy/Policy-on-Material-Subsidiaries2.0-FINAL.pdf

NOMINATION AND REMUNERATION POLICY:

The Company has formulated and adopted a Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 and the Rules framed thereunder, as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy outlines the criteria for appointment, removal, and remuneration of Directors, Key Managerial Personnel, and other employees. The Nomination and Remuneration Policy is available on the Company's website at: https://www.aptech-worldwide.com/ downloads/InvestorPolicy/Remuneration_Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY:

The Company has duly constituted a Corporate Social Responsibility (CSR) Committee in compliance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company is engaged in CSR activities in the following areas:

Eradicating poverty, hunger and malnutrition, promoting health care which includes sanitation and preventive health care, contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water.

Improvement in education which includes special education and employment strengthening vocation skills among children, women, elderly and the differently abled and livelihood enhancement projects.

Improving gender equality, setting up homes and hostels for women and orphans, empowering women, setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.

The CSR Policy is available on the Company's website at: https://www.aptech-worldwide.com/about-us/corporate-social-responsibility. Disclosures relating to CSR activities, as required under the Companies Act, 2013, form part of this Annual Report and are provided in_Annexure II.

DEPOSITS:

During the year under review, the Company has not accepted any deposits as defined under Sections 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

INSURANCE:

The Company has secured adequate insurance coverage for its assets, commensurate with its operational requirements.

MANAGEMENT DISCUSSION AND ANALYSIS:

A separate report on Management Discussion and Analysis, as mandated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Annual Report.

CORPORATE GOVERNANCE:

Effective corporate governance is essential for maintaining stakeholder trust and achieving long-term business success. It reflects the Company's commitment to ethical conduct, transparency, and accountability. Corporate governance encompasses the overall management framework of the organization, including its structure, culture, policies, and interactions with stakeholders. As global investors increasingly focus on governance standards and corporate performance, strong governance practices have become central to sustainable growth and competitiveness.

In accordance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance forms part of this Annual Report. The Auditor's Certificate confirming compliance with the conditions of Corporate Governance is annexed as_Annexure III.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statement that: i. In the presentation of the Annual Accounts for the year ended March 31, 2025, applicable accounting standards have been followed and that there are no material departures; ii. The y have, in the selection of the accounting consulted the statutory auditors and have 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 for the year ended March 31, 2025 and of the profit of the Company for the year ended on that date; iii. The y have taken proper and sufficient care, to of their knowledge and ability, 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; iv. The annual accounts have been prepared on a going concern basis; v. Int ernal financial controls followed by the Company adequate and were operating effectively; vi. The proper systems to ensure compliance with the provisions of all applicable laws were adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO IF ANY:

The information required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is provided below:

Conservation of Energy:

Although the Company's operations are not energy-intensive, adequate measures have been undertaken to conserve energy wherever possible.

Technology Absorption:

The Company continues to adopt and leverage advanced technologies to enhance productivity and improve the quality of its services.

Research & Development:

Technological obsolescence is certain. We encourage continuous innovation and research and development for measuring future challenges and opportunities.

Foreign Exchange Earnings and Outgo:

Details of foreign exchange earnings and outgo, if any, are disclosed in the Notes to the Financial Statements.

DETAILS OF REMUNERATION AS REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT, 2013, READ WITH RULES 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The information required under Section 197 of the Companies Act, 2013, read with the Companies (Appointment and policies, Remuneration of Managerial Personnel) Rules, 2014, is provided in_Annexure IV_to this Report.

REMUNERATION OF DIRECTORS AND DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013: best Non-Executive, Independent Directors of the Company are entitled to sitting fees for attending meetings of the Board, its Committees, and separate meetings of Independent Directors. Additionally, they are paid commission as approved by the Shareholders. Detailed disclosures on the remuneration of Non-Executive Directors are available in the Corporate Governance Report.

The Non-Executive, Non-Independent Directors do not receive any remuneration from the Company. are In accordance with Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement containing the particulars of employees forms part of this Report as_Annexure V. However, pursuant to the provisions of Section 136(1) of the Companies Act, 2013, and the rules made thereunder, the Annual Report being sent to the Shareholders excludes this annexure. Shareholders interested in obtaining the said annexure may write to cs@aptech.co.in prior to the date of the Annual General Meeting. The Company shall provide the information in electronic mode upon request.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

In compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has implemented a comprehensive Policy on Prevention of Sexual Harassment at Workplace. An Internal Complaints Committee (ICC) has been duly constituted to address and resolve complaints in accordance with the provisions of the Act.

During the year under review, one complaint was received, duly investigated, and resolved in line with the prescribed procedures.

The Company affirms its compliance with the provisions pertaining to the constitution and functioning of the ICC as mandated under the Act.

COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961

Pursuant to the latest circular and in accordance with the provisions of the Maternity Benefit Act, 1961, the Company confirms its full compliance with all applicable requirements of the Act.

The Company extends all mandated benefits, including paid maternity leave, nursing breaks, and job protection during maternity, to eligible women employees. Robust internal policies and procedures are in place to ensure consistent adherence and to foster a safe, inclusive, and equitable workplace.

No complaints or instances of non-compliance were reported during the financial year under review.

STATUTORY AUDITORS:

As per the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and auditors) Rules, 2014 as amended from time to time, M/s. Bansi S. Mehta & Co (ICAI Firm Registration No. 100991W) were appointed as the Statutory Auditors from the conclusion of the Twenty Second Annual General Meeting held on August 05, 2022 till conclusion of the Twenty Seventh Annual General Meeting. There are no qualifications, reservations or adverse remarks in their Audit Report.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the applicable rules framed thereunder, the Company has appointed_ M/s. S. G & Associates, Practising Company Secretaries, to conduct the Secretarial Audit for the financial year under review.

In compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Secretarial Audit Report of_ MEL Training and Assessments Limited, a material unlisted subsidiary, has also been annexed along with the Secretarial Audit Report of the Company. Both reports form part of the Board's Report and are collectively annexed as_Annexure VI.

The Secretarial Audit Reports and the Secretarial Compliance Reports do not contain any qualification, reservation, or adverse remark, except as specifically stated therein.

COST AUDITORS:

In accordance with Section 148 of the Companies Act, 2013 and based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on August 02, 2024, appointed M/s. SAPSJ & Associates, Cost Accountants (Firm Registration No. 000445), as the Cost Auditors of the Company for the Financial Year 2024–25.

The Cost Auditors have confirmed that their appointment is in compliance with the provisions of Sections 141 and 148 of the Companies Act, 2013 and other applicable regulations. Pursuant to the provisions of the Act, the remuneration payable to the Cost Auditors was placed before the Members at the 24th Annual General Meeting and duly ratified.

COST RECORD:

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records. Accordingly, the Company has duly maintained the prescribed cost accounts and records for the financial year under review.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to the SEBI Notification dated May 5, 2021, Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, was amended to mandate that the top 1,000 listed entities by market capitalization submit a_ Business Responsibility and Sustainability Report (BRSR)_in place of the earlier_Business Responsibility Report (BRR), effective from the Financial Year 2022–23. The BRSR outlines disclosures on environmental, social, and governance (ESG) initiatives in the prescribed format. In compliance with Regulation 34(2)(f) of the Listing Regulations, the Company has prepared the BRSR for the Financial Year 2024–25, which forms part of this Annual Report. The report has been prepared in accordance with the format specified by SEBI through its circulars dated May 10, 2021, July 12, 2023, and as amended from time to time.

FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:

During the year under review, no instance of fraud was reported by the auditors under Section 143(12) of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) relating to Meetings of the Board of Directors and General Meetings.

CODE OF CONDUCT FOR REGULATING, MONITORING, AND REPORTING OF INSIDER TRADING:

The Company has adopted a comprehensive_Code of Conduct_in accordance with the provisions of the_Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, to regulate, monitor, and report trading activities by designated persons and their immediate relatives.

The Code outlines the procedures to be followed while trading or dealing in the Company's securities and for handling and sharing of_ Unpublished Price Sensitive Information (UPSI). It includes provisions for maintaining a structured digital database, mechanisms to prevent insider trading, and measures to sensitize designated persons on the importance and confidentiality of UPSI.

Additionally, the Code incorporates the principles of fair disclosure of UPSI and the related practices and procedures. The same is available on the Company's website at https:// www.aptech-worldwide.com/downloads/code-of-conduct/ V3-COC-Clean-10.09.2024.pdf

INTERNAL FINANCIAL CONTROL:

Pursuant to Section 134(5)(e) and other applicable provisions of the Companies Act, 2013, the Company has established robust systems, standards, and procedures to ensure the implementation of adequate Internal Financial Controls across its operations. These controls have been designed to provide reasonable assurance regarding the reliability of financial reporting and compliance with applicable laws and regulations, and are operating effectively.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Except as otherwise stated in this Report, there have been no material changes or commitments affecting the financial position of the Company between the end of the financial year to which the financial statements pertain and the date of this Report.

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 Financial Year 2024–25, no significant or material orders were passed by any regulatory authority, court, or tribunal that would impact the Company's going concern status or its future operations, except as disclosed in the Corporate Governance Report.

ACKNOWLEDGEMENTS:

The Board of Directors extends its sincere appreciation to all stakeholders for their continued support and trust. The Company is grateful for the valuable cooperation received from its shareholders, bankers, financial institutions, government authorities, corporate clients, customers, and business partners. The Board also places on record its deep appreciation for the dedication, commitment, and contributions of all employees, whose efforts have been integral to the Company's growth and success.