Your directors present their 60^th Annual Report of the Company
together with the Audited Statements of Assets & Liabilities
and Profit & Loss Account for the year ended 31^st March 2025.

FINANCIAL RESULTS

The Company’s financial performance for the year under
review, along with previous year figures are given hereunder:

Rs. in Lakhs

1. BUSINESS OVERVIEW AND PERFORMANCE

2025 has been a transformative year for Aplab—one
characterized by disciplined business rationalization and a
sharpened strategic focus. In response to evolving market

dynamics, we’ve taken decisive action to streamline our
operations, prioritize high-impact initiatives, and reallocate
resources toward areas with the greatest potential for
sustainable growth. These moves are not merely about
efficiency—they’re about enhancing shareholder value.
While we’ve made tremendous progress, strategic actions
over the next few years will allow us to focus on our core
strengths and eliminate distractions and non-strategic
processes over this period we will build a more agile,
resilient organization that will allow us to deliver stronger
returns and long-term performance. This 60^th Annual
Report to you marks the first leap forward on this journey!

Your Company has now reorganized under four major
business segments:

Ý Power Control and Conversion Electronics (PCCE)

Ý Test and Measurement Instrumentation (TMI)

Ý Banking and Business Automation (BA)

Ý Customer Service and Support (SS)

PCCE includes our Nonstop Performance Series® systems
of Uninterrupted Power Supplies and Emergency Power
Systems, Frequency Converters, Automatic Changeover
Switches, Power conditioning equipment, Isolation
transformers and Power Management and Monitoring
software.

The PCCE Group also delivers our KAAS Series Mil-
Grade Aviation Ground Power Units. These units provide
mobile and fixed 400Hz AC and 28V DC systems for
Military Helicopters and Jets, and our KW Series High
Power Battery chargers and DC Power systems.

TMI includes our LONAR Series Programmable AC
Sources, VSP Programmable DC Sources and our high-
power variable Linear Power supplies. These systems are
used in electronics R&D labs across industries.

Finally, our BA portfolio includes our award Intelliprint
AI passbook kiosks, retail automation kiosks, and the
associated automation software and Aplab’s business
process automation products.

PCCE

The PCCE products have seen a strong interest, especially
from the Defence sector, this year. A large portion of the
28% growth in our revenues is directly attributable to this
product group.

Your Company will continue to invest in R&D in PCCE
as the marketplace clamours for increasingly higher
efficiency and more compact systems. PCCE sees an
increasing market interest in static frequency converter-
based GPUs. These are zero local pollution, non¬
diesel systems. Our surveys show that the addressable
marketplace for these systems will see a multiple factor
growth over the next few years.

TMI

Aplab’s foray into the aviation electrical testing market, via
our LONAR and VSP series systems, is still at a nascent
stage. Aplab will focus on increasing product capabilities
to meet the needs of the aviation industry. In the interim
there will be a need for our systems in the lower segments
of the marketplace, albeit at lower margins. As our LONAR
performance specifications improve, our accompanying
software drivers and toolkit will have to keep pace. The
Company intends to continue to invest heavily in the
programmable test automation industry, with a strategic
focus on the needs of the aviation industry.

BA

The Company lost a major tender this year for one of our
Banking clients. Aplab had won this tender in a previous
bid, but unfortunately it was re-tendered. Aplab’s products
are best-in class. We’ve had the highest uptimes amongst
our peers and have been recognized for our outstanding
kiosk and software performance.

The marketplace for these systems is dominated by the
large PSU Banks. This unfortunately means that contract
awards are on a lowest-common denominator tender
basis. Aplab’s advanced features are of no value if the
tender does not require this of other vendors - lowest
common denominator.

Aplab will invest in promotional activities to highlight the
cost-saving aspects of our solutions and additionally,
consider licensing technologies to competitors if required.

Aplab also has in-house developed software IT assets;
Aplab has constituted a team to investigate the possibility
of providing software as a service, in addition to software
consulting.

SS

Aplab continues to progress on its longer-term goal of
having 50% of our total revenue from technical and product

support. Our market intelligence consistently highlights
that Aplab Support and After-Sales Service is a key driver
of brand loyalty and recall. It plays a disproportionately
influential role in shaping customer perceptions and long¬
term engagement. In fact, this service touchpoint has
emerged as one of the most critical factors in sustaining
brand stickiness-underscoring its strategic importance in
our value proposition and differentiation.

Aplab has recently launched a commercial-grade line of
UPS systems (LLIT series) for small offices, etc. Although
this is a lower margin business, the long-term recurring
revenue potential is immense, and this would make our
support revenue goals easier to achieve.

2. MANAGEMENT DISCUSSION AND ANALYSIS:

a) Industry Structure and Developments

Aplab’s PCCE operates in a historically protected,
low-volume marketplace. This has meant that Aplab
has a wider product range, than most of our local
and international competitors. For example, none of
our UPS competitors make any test variable power
supplies, and vice versa - there is no LONAR Series
competitor that also competes with us on UPS
systems. A large measure of this, is an outcome of
our 60 years long history. KAAS Series equivalent
to GPU manufacturers for example, only deal in GPU
systems.

Post-Covid, Aplab has primarily focused on its
higher margin local Defence business, and so while
the new tariffs regime has created hurdles for other
manufacturers, for Aplab there are new opportunities
in the horizon.

After exiting our UK educational business last year,
this year Aplab will revisit old and new opportunities.
We wish to have some business relations in place,
by the time newly signed UK FTA falls into place
sometime next year. Industry watchers are also
suggesting a favourable agreement with USA by the
end of the year.

The industry is rapidly moving to high-frequency, high
power “SiC” and “GaAN” devices. This will require a
fair amount of R&D on our traditional designs. Aplab
is committed to deliver on a major upgrade of our
technology this year.

b) Opportunities and Threats

Government spending for defence equipment
continues to see multi-fold increases. As more
defence infrastructure gets built, Aplab’s order
inflow will increase. We are seeing a large increase
in demand for backup and ground power systems
from this sector. The anticipated increase in Aplab’s
defence business means an increasing percentage
of our total business is from a few customers; Aplab
will need to continue to seek other lower margin
business, as mentioned earlier, to pre-empt any
future tail events in the Defence sector marketplace.

Aplab stands out as one of the few Indian power
electronics manufacturers with a comprehensive in¬
house pan-India presence. The consequent higher
operational costs, means seeking higher installed
base maintenance and support revenues to sustain
these manpower costs.

Aplab continues to struggle to find large volume
business in BA self-service marketplace. As mentioned
earlier, this is a lowest-common-denominator tender
business. Aplab is convinced when the ROI for
investment in Aplab’s solutions is considered, we
will have more of these clients ready to work with us
closely. To mitigate the lowest-common-denominator
hurdles to our business, licensing of designs, etc. will
be pursued simultaneously.

c) Risks and concerns

A large portion of Aplab’s future growth strategy
will depend upon us being able to deliver upon our
R&D goals for the next couple of years. This initiative
will require high capital investments in talent, test
equipment and prototyping materials and resources.
Power electronics is a niche business, with a limited
supply of industry-experienced talent, and the
process of recruiting talented professionals is slow,
albeit continual process.

New products mean new performance specifications
with new and additional quality control requirements.
Aplab will need to continue to bolster its quality control
systems, as it introduces new high-performance
designs to the marketplace and seeks new low value,
but recurring service support revenues. Additional
investments and test systems and tools will mean
more funds diverted to capital equipment.

d) Internal control systems and their adequacy

The company has a robust internal control system
in place to optimize asset use, ensure accurate and
timely financial reporting, and maintain compliance
with statutory laws, regulations, and company
policies. Management consistently reviews actual
performance against budgets and forecasts. While
the current internal controls are well-established and
effective at all levels, the company is committed to
ongoing improvements to enhance these systems
wherever possible.

e) Discussion on financial performance with respect
to operational performance.

The company is steadily progressing towards
increased cash flows and higher business volumes.
The Company will need to delicately balance any
new requirements that take funds away from working
capital, and any such investment should be primarily
funded through business growth only.

f) Material developments in Human Resources /
Industrial Relations front, including number of
people employed.

As part of the streamlining, your Company has been
able to rationalize our workforce and still deliver
higher revenues. Manufacturing process analysis has
led to safer, lean, and higher quality at higher volumes
manufacturing. Management remains dedicated to
enhancing safety, occupational health, and a positive
work environment across all aspects of design,
planning, training, and task execution. The company
is also strategically streamlining its workforce to drive
efficiency.

3. Details of changes in key financial ratios are furnished

below.

4. DIVIDEND

While no dividend is recommended this year, the company
is focusing on reinvesting funds to fulfill a strong backlog
of orders, positioning itself for future growth and success.

(Previous Year - Nil)

5. TRANSFER OF DIVIDEND TO INVESTOR EDUCTION
AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, no
unclaimed or unpaid Dividend due for remittance to the
Investor Education and Protection Fund established by
the Central Government.

6. MATERIAL CHANGES AND COMMITMENT IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THESE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE
REPORT

During the year the company issued 1,25,70,000 Partly
paid Equity Shares to the existing members in the ratio of
1:1.

7. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information pertaining to conservation of energy,
technology absorption, foreign exchange Earnings
and outgo as required under Section 134 (3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is furnished in Annexure to the
Directors Report and is attached to this report. Aplab is
planning on developing and installing Active Harmonic
Filters at its manufacturing premises. This will not only
reduce Aplab’ energy consumption, but Aplab may also
consider introducing this new line to the market.

8. STATEMENT CONCERNING DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT POLICY
OF THE COMPANY

The Risk Management Committee operates throughout
the year to identify and evaluate elements of business
risks.

9. DETAILS OF POLICY DEVELOPEDAND IMPLEMENTED
BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVE

Though there is no legal compulsion in view of the
accumulated losses of the last many years, during the year
under review Corporate Social Responsibility could not be
implemented. However, with improved performance, the
same will be implemented.

10. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The particulars of Loans, Guarantees or Investments
made under Section 186 are furnished in Notes to
Financial Statement attached to this report.

11. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties were
on an arm’s length basis and in the ordinary course of
business. There were no material significant related
party transactions made by the company during the year
under review with Promoter/Directors or Key Managerial
Personnel. All related party transactions are placed
before the Audit Committee and have been placed at the
Board Meeting for approval and omnibus approval was
obtained on a yearly basis for transactions which are of
repetitive nature. The policy on related party transactions
as approved by the Board has been uploaded on the
website of the company. Form AOC-2 is not attached to
the Directors’ Report for the current year since the related
party transactions are mentioned in the Notes to Accounts
attached to this report.

12. EXPLANATION OR COMMENTS ON QUALIFICATIONS,
RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE
PRACTICING COMPANY SECRETARY IN THEIR
REPORTS

Statutory Auditors and Secretarial Auditors have no
adverse remarks on their respective reports.

13. COMPANY’S POLICY RELATING TO DIRECTORS’
APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES

The Company is following Policy relating to appointment
of Directors, Payment of Managerial Remuneration,
Directors’ qualifications, positive attributes, independence
of Directors and other related matters as provided under
Section 178(3) of the Companies Act, 2013, due to
inadequate profit, the present Executive Director is not
drawing any remuneration.

14. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013
and Rule 12(1) of the Companies (Management and
Administration) Rules, 2014, the Annual Return for the
financial year ended March 31, 2025 will be available on
the website of the Company at www.aplab.com after it is
filed with the Registrar of Companies. The Annual Return
from year ended. March 2018 onwards are available in
the website of the Company.

15. NUMBER OF BOARD MEETINGS CONDUCTED
DURING THE YEAR UNDER REVIEW

The Board met 7 (Seven) times during the financial year
2024-25 i.e., on 25^th April, 2024, 30^th May, 2024, 14^th
August, 2024, 7^th November, 2024, 5^th December, 2024,
10^th February, 2025 and 22^nd February, 2025. In respect
of such meetings proper notices were given and the
proceedings were properly recorded and signed in the
Minutes Book maintained for the purpose. No Circular
Resolutions were passed by the company during the
financial year under review.

The Board confirms compliance of Secretarial Standards
issued by Institute of Company Secretaries of India (ICSI).

16. CORPORATE GOVERNANCE REPORT

In terms of SEBI CIRCULAR CIR/CFD/POLICYCELL/7/
2014 dated September 15, 2014, which was effective
October 1,2014, the Clause 49 of the Listing Agreement
shall be applicable to all companies whose equity shares
are listed on a recognized stock exchange.

The Corporate Governance Report is annexed to the
Directors Report for the year ended March 31,2025.

17. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of
the Companies Act, 2013 the Board hereby submits its
responsibility Statement:

(a) In the preparation of the annual accounts, the
applicable accounting standards were followed
along with proper explanation relating to material
departures.

(b) The directors selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent 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 and
loss of the company for that period.

(c) The directors had taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.

(d) The directors have prepared the annual accounts on
a going concern basis; and

(e) The directors, in the case of a listed company, have
laid down internal financial controls to be followed by
the company and that such internal financial controls
are adequate and were operating effectively. Internal
financial control means the policies and procedures
adopted by the Company for ensuring the orderly and
efficient conduct of its business including adherence
to 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
information.

(f) The directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

18. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

The Company has no subsidiary company and no joint
ventures during the year under review.

19. DEPOSITS

The Company has neither accepted nor renewed any
deposits during the year under review.

Particulars of loans, guarantees or investments under
Section 186.

20. DIRECTORS

During the year Mrs Amrita P Deodhar was appointed
as the Chairperson and Managing Director and Ms Uma
Balakrishnan was appointed as an Independent Director.
Dr S K Hajela was appointed as Non Independent and
Non Executive Director.

No shares are held by the Independent Directors.

In accordance with the provisions of the Companies Act,
2013, Mrs. Amrita P. Deodhar is liable to retire by rotation
at the forthcoming Annual General Meeting and Dr. S.K.
Hajela will retire at the forthcoming Annual General
Meeting.

21. POLICY ON DIRECTORS’ 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 relating to the remuneration for the
directors, KMP and other employees.

22. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their
disclosures to the Board that they fulfill all the requirements
as stipulated in Section 149(6) of the Companies Act, 2013
to qualify themselves to be appointed as Independent
Directors under the provisions of the Companies Act,
2013 and the relevant rules.

23. STATUTORY AUDITORS

At the 58^th Annual General Meeting held on
29^th September 2023 M/s Bhargava & Associates.,
Chartered Accountants (Registration no. 120215W) are
appointed as the Statutory Auditors of the Company a
period of five years to carry out the audit from financial
year 2023-2024 to 2027-2028 and shall hold office as
such till conclusion of the Annual General Meeting that
will be held for adoption of financial statements for the
year 2027-2028. The remuneration payable to the Auditor
is commensurate with the audit work assigned to them.

24. DISCLOSURE OF COMPOSITION OF AUDIT
COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members.

I Mr. Sanjay N. Mehta (DIN:00036539)

ii. Dr. S.K. Hajela (DIN: 01001987)

iii Miss. Uma Balakrishnan ( DIN:07066021)

The above composition of the Audit Committee consists
of independent Directors viz., Mr. Sanjay N. Mehta (DIN:
02115860) and Miss. Uma Balakrishnan (DIN: 07066021)
who form the majority.

The Company has established a vigil mechanism
overseas through the committee, the genuine concerns
expressed by the employees and other Directors. The
Company has also provided adequate safeguards
against victimization of employees and Directors who
express their concerns. The Company has also provided
direct access to the chairman of the Audit Committee on
reporting issues concerning the interests of co employees
and the Company.

25. COST RECORDS

A disclosure for maintenance of cost records as specified
under Section 148(1) of Companies Act, 2013 is not
applicable to our company.

26. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its
securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity
Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under
review.

d. RIGHT ISSUE OF EQUITY SHARES

The Company has not issued any Rights Shares
during the year under review.

e. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option
Scheme to the employees.

f. PREFERENTIAL ISSUE TO PROMOTERS OF THE
COMPANY

During the year the Company has converted 14,80,000
Compulsorily Convertible Preference Shares (CCPS)
into 14,80,000 Equity Shares of Rs. 10/- each at a
premium of Rs. 60/- each on Preferential basis to
the Persons belonging to ‘Promoter & Promoter
Group’ and balance 13,90,000 CCPS into 13,90,000
Redeemable Preference Shares of Rs. 10/- each
on Preferential basis to the Persons belonging to
‘Promoter & Promoter Group’ by conversion of major
portion of their unsecured loan.

27. FRAUD REPORT BY AUDITORS

During the year under review , the Statutory Auditors
and Secretarial Auditor have not reported any instances
committed in the Company by its Officers or Employees
to the Audit Committee under Section 143(2) of the
Companies Act, 2013.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITIONAND REDRESSAL ACT, 2013)

The Company has in place an Anti Sexual Harassment
Policy in line with the requirements of the Sexual
Harassment of Women at the workplace (Prevention,
Prohibition and Redressal) Act, 2013. All employees
(permanent, contractual, temporary, trainees) are
covered under this policy. A statement that the company
has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act 2013 [14 of 2013] along
with the following details:

The company has fulfilled all the requirements with
respect to the compliance of the provisions relating to the
Maternity Benefit Act 1961.

29. PERSONNEL

Industrial relations during the year remained cordial. The
Board appreciates the willing co-operation and team spirit
in the organization at all levels.

Statement under section 134(3) of the Companies Act,

2013 read with rule 5(2) of the Companies (appointment
and remuneration of managerial personnel) rules,

2014 giving details of employees who were employed
throughout the year and were in receipt of remuneration
not less than Rs. 1,02,00,000/- p.a. or Rs. 8,50,000/- p.m.
if employed for part of the year is not attached to this
report as there are no employees in this category.

Further the total number of employees in the company
reported in the year end as on 31^st March, 2025 filed with
MCA are

Number of Employees as on the closure of financial year

Male: 340
Female: 41
Transgender NIL

30. ACKNOWLEDGEMENTS

Your directors place on records their sincere thanks to
Bankers, Business Associates, Consultants, Employees
and various Government Authorities for their continued
support extended to your Company’s activities during
the year under review. Your directors also gratefully
acknowledge the shareholders for their support and
confidence reposed on your Company.

For and on behalf of the Board of Directors

Amrita P. Deodhar
Chairperson & Managing Director
DIN: 00538573

Date: 14^th August 2025
Place: Navi Mumbai