Your directors are pleased to present their Twenty Fifth (25^th) 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
instrumental in aligning people strategies with business objectives,
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.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

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
Nomi nation & Remunerati on Commi ttee and the Aud it
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:

https://www.aptech-worldwide.com/downloads/

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:

https://www.aptech-worldwide.com/downloads/
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. They have, in the selection of the accounting policies,
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. They have taken proper and sufficient care, to the best
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. Internal financial controls followed by the Company are
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
Remuneration of Managerial Personnel) Rules, 2014, is
provided in Annexure IV to this Report.

NON-EXECUTIVE DIRECTORS:

REMUNERATION OF DIRECTORS AND DISCLOSURE
UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013:

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.

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 Redressall
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
(BRSRl in place of the earlier Business Responsibility Report
(BRRl, 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 (UPSIl.
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.

For and on behalf of the Board of Directors

Sd/- Sd/-

Ameet Hariani Rajiv Agarwal

Chairman Director

DIN: 00087866 DIN:00379990

Place: Mumbai Place: Mumbai

Date: August 04, 2025 Date: August 04, 2025