Your Directors are pleased to present their Twenty Sixth (26^th) Annual Report of Aptech Limited ("the Company”) together with
the Audited Financial Statements for the year ended March 31, 2026 in compliance to the Companies Act, 2013 ("Act”).

The consolidated performance of the Company and its subsidiaries have been referred to wherever required.

SNAPSHOT OF FINANCIAL RESULTS

The summary of the financial performance of the Company on a standalone and consolidated basis, for the Financial Year 2025¬
26 as compared to the previous Financial Year 2024-25 is as follows:

OPERATIONS REVIEW

FY 2025-26 was a year of steady progress and strategic
execution for Aptech Limited. The Company continued to
strengthen its position as a leading global learning and skilling
enterprise, with focus on learner acquisition, franchise network
expansion, digital enablement, and operational excellence
across its businesses.

During the year, the Company delivered consolidated
operating revenue of '50,342.50 lakhs, registering a growth
of 9% over '46,010.10 lakhs reported in the previous financial
year and Profit Before Tax before exceptional item has
improved to '3,801.65 from '3,550.11, supported by revenue
growth and operational efficiencies. Profit After Tax stood
at '2,352.39 lakhs, compared with '1,907.88 lakhs in the
previous year. Earnings Per Share improved to '4.06 from
'3.29 in FY 2024-25.

The Retail Training business continued to reinforce Aptech's
leadership in career-oriented education through its well-
established brands including Maya Academy of Advanced
Creativity (MAAC), Lakme Academy Powered by Aptech (LAPA),
Arena Animation, Aptech Learning, Aptech International
Preschool (AIP), Avalon Academy. During the year, the
Company continued to invest in curriculum modernization,
industry-aligned certifications, faculty development and

digital learning infrastructure to ensure that students remain
equipped with relevant and future-ready skills.

MAAC and Arena Animation continued their leadership
position in the Animation, Visual Effects, Gaming, Comics
(AVGC-XR), Media and Entertainment segment. The
curriculum across these brands was continuously upgraded to
include emerging technologies such as Artificial Intelligence,
Generative AI tools, Virtual Production, Extended Reality (XR),
Gaming Technologies and Digital Content Creation, thereby
improving learner employability and aligning programmes
with evolving industry expectations. Recent movie releases
indicate that the business for studios is growing. Studios are
increasingly integrating AI tools into their existing workflows,
and our students continue to be hired by these studios. The
demand for AI-enabled talent has also increased. Creative
professionals are playing an increasingly important role in
new-age businesses and platform-based businesses.

Lakme Academy Powered by Aptech (LAPA) continued to
strengthen its position in the Beauty and Wellness education
segment by offering industry-relevant programmes supported
by practical learning and professional certification. The brand
continued to expand its presence through quality franchise
partners while maintaining focus on placement support and
industry engagement.

The Institutional Business (Enterprise Business Group - EBG)
witnessed a significant turnaround during the year. The Company
successfully executed large-scale assessment and examination
projects across multiple government and institutional clients,
resulting in a substantial increase in examination volumes
and improved operational performance. The business also
recorded healthy growth in billing and collections, reflecting
improved operational efficiency, strong execution capabilities
and disciplined working capital management.

International operations continued to contribute to the
Company's overall business portfolio through its presence
across multiple geographies. Despite global macroeconomic
uncertainties and currency fluctuations in certain overseas
markets, the Company remained focused on strengthening its
franchise network, improving operational support, enhancing
academic quality and expanding market reach in select
international territories while maintaining prudent cost
management and operational discipline.

Going forward, Aptech remains committed to expanding its
education and skilling ecosystem by leveraging technology,
strengthening industry partnerships, introducing future-
focused programmes and delivering high-quality learning
experiences. With increasing emphasis on employability,
digital transformation and lifelong learning, the Company
is well-positioned to capitalize on emerging opportunities
across both domestic and international markets while
creating sustainable long-term value for all stakeholders.

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 referhttps://www.aptech-worldwide.com/investors
for Investors/ Analyst Interactions held during the year.

HUMAN RESOURCE MANAGEMENT

At Aptech, our people remain our most valuable asset and
are critical drivers of sustainable growth and competitive
advantage. We believe that organizational success is built
on a high-performing, agile, and future-ready workforce,
empowered by a culture of accountability, collaboration,
innovation, and continuous learning.

During FY 2025-26, the Human Resources function
remained firmly aligned with the Company's strategic and

business priorities, driving the people's agenda centered on
organizational effectiveness, leadership capability, workforce
readiness, and performance excellence. With a strong focus on
business alignment, agility, and outcome-focused execution,
HR initiatives were designed to strengthen organizational
capability, enhance employee experience, and deliver
measurable business impact. As part of our commitment
to building future-ready talent, the Company continued to
invest in innovative learning and development interventions
that accelerated capability building, promoted continuous
learning, and enabled employees to adapt quickly to evolving
business and industry requirements. These initiatives
enhanced organizational agility and strengthened our ability
to execute with speed in a rapidly changing environment.

The year also marked the launch of SHEvolution, Aptech's
women-centric initiative aimed at empowering, engaging, and
supporting women employees through focused interventions
on wellness, professional growth, confidence building, and
meaningful dialogue. The initiative reflects our commitment
to fostering an inclusive workplace where diverse talent can
thrive and contribute to organizational success. Employee
engagement remained a strategic priority, supported by
structured communication forums, leadership connect
initiatives, and development opportunities that strengthened
organizational alignment, enhanced collaboration, and
reinforced a culture of trust, ownership, and high performance.

Reflecting the strength of our employee value proposition and
workplace culture, Aptech maintained a strong rating of 4.2 on
Glassdoor as of March 31, 2026. This rating underscores our
commitment to creating an environment where employees
are empowered to grow, perform, and deliver meaningful
outcomes. The Company was awarded the Golden Peacock
HR Excellence Award by the Institute of Directors, India.

As we look ahead, we remain committed to building a resilient,
inclusive, and future-ready organization, leveraging the
power of our people to drive innovation, accelerate business
performance, and create long-term value for all stakeholders.

DIVIDEND

The Board of Directors of the Company, at its meeting held on
May 20, 2026, approved and declared an Interim Dividend of
'4.50 per equity share, representing 45% of the face value of
'10 per share, for the Financial Year 2025-26.

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 met six times on April
29, 2025; May 08, 2025; June 23, 2025; August 04, 2025;
November 04, 2025; February 11, 2026. 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 and other
applicable provisions, if any, of the Act (including any
Statutory modification(s) or re-enactments) and the Article
of Association of the Company, Mr. Amit Goela & Mr. Vishal
Gupta, Non-Executive Non- Independent Directors retire by
rotation at the ensuing Annual General Meeting, and being
eligible, have offered themselves for re-appointment. The
Independent Directors of the Company are not liable to retire
by rotation.

Appointment & Cessation of Directors:

Mr. Amit Goela (DIN: 01754804) and Mr. Vishal Gupta (DIN:
10388230) were appointed as an Additional Directors (Non¬
Executive, Non-Independent) of the Company with effect
from January 25, 2025, for a term of five years, subject to
shareholders' approval. Their 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) and Mr. Neeraj Malik (DIN:
07611462) were appointed as Whole-time Directors of the
Company with effect from April 29, 2025, for a term of five years,
subject to Shareholders' approval. Their appointment was
subsequently regularized by the Shareholders through a postal
ballot, the result of the same was declared on July 19, 2025.

The Members noted that Mr. Utpal Sheth (DIN: 00081012),
Director of the Company, retired by rotation at the Annual
General Meeting held on September 17, 2025, and had
expressed his intention not to seek re-appointment.
Accordingly, he ceased to hold office as Director upon the
conclusion of the said Annual General Meeting.

Changes in Key Managerial Personnel (KMP)

During FY 2025-26, there were no changes in the Key
Managerial Personnel of the Company as defined under
Section 203 of the Companies Act, 2013. The KMP structure
remained stable and continued to support effective governance
and operational continuity across the organization.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI
(Listing Obligations & Disclosure Requirements) Regulation,
2015, during the year under review, the Board carried out the
annual evaluation of the performance of the Board, Committees
and of individual Directors including Independent Directors. A
structured questionnaire covering various aspects of functioning
of the Board, Committees and Directors such as adequacy of
the composition of the Board and Committees, Board culture,
execution and performance of specific duties, obligation and
governance was duly distributed to each member of the Board
and inputs were duly received. The above criteria are broadly

based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 05, 2017.

The Independent Directors at their meeting held on February
11, 2026 reviewed the performance of the Board as a whole
and Chairman of the company including Non-Independent
Directors, Executive Directors and Whole-Time Directors with
qualitative assessments that is necessary for the Board to
effectively and reasonably perform their duties.

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

FAMILIARIZATION PROGRAM 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 program is
familiarisation-for-Independent-directors-of-aptech-limited-
1781688715.pdf

INDEPENDENT DIRECTOR

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), 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

As per the requirements of Section 92(3) of the Companies Act,
2013 read with Companies (Management & Administration)
Rules, 2014, Form MGT-7 for FY 2025-26 is available on
Company's website:https://www.aptech-worldwide.com/
investors/news-and-notifications.

PARTICULARS OF LOANS, GUARANTEES OR
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/ transactions entered by the
Company during the year under review with Related Parties,
if any were in ordinary course of business and on arm's
length basis in terms of provisions of the Act. The Board
on recommendation of the Audit Committee duly ratified/
approved the omnibus approvals of Related Party Transactions
for the FY 2025-26 and FY 2026-27.

In line with the requirements of the Companies Act, 2013 and
the SEBI (LODR), 2015 the Company has formulated a Policy
on Related Party Transactions and the same is uploaded on
the Company's website:https://www.aptech-worldwide.com/
downloads/InvestorPolicy/AptechRPTPolicy FINAL.pdf

The Company has not entered Material Related Party
Transactions as per the provisions of the Companies Act,
2013 and confirmation to this effect as required under section
134(3)(h) of the Companies Act, 2013 is given in Form AOC-2
as Annexure I, which forms part of this Annual Report.

Further, in accordance with 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 seeking separate
approval under Regulation 23(4) of the SEBI (LODR) Regulations,
2015. Accordingly, no shareholder approval is required for the
said RPTs under the applicable regulatory framework.

SUBSIDIARIES

As on March 31, 2026, the Company has five subsidiaries
and there has been no material change in the nature of the
business of the subsidiaries. There are no associates 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 athttps://www.
aptech-worldwide.com/downloads/InvestorPolicy/Policy-on-
Material-Subsidiaries2.0-FINAL.pdf

POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION AND OTHER DETAILS

The current policy is to have an appropriate mix of executive,
non-executive and independent directors to maintain the
independence of the Board and separate its functions of

governance and management. The details of Board and
committee composition, tenure of directors, areas of expertise
and other details are available in the corporate governance
report that forms part of this Annual Report.

The policy of the Company on Directors' appointment
and remuneration, including the criteria for determining
qualifications, positive attributes, independence of a director
and other matters, as required under sub-section (3) of
Section 178 of the Act, is available on our website athttps://
www.aptech-worldwide.com/downloads/aptech-policy/
Remuneration-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee of the
Company is constituted in accordance with the provisions
of Section 135 of the Companies Act, 2013, read with the
Companies (Corporate Social Responsibility Policy) Rules,
2014. The revised policy has been uploaded on the website of
the Companyhttps://www.aptech-worldwide.com/about-us/
corporate-social-responsibility. The Company is engaged in
CSR activities in the following areas:

Education for Girls

Aptech continued to support educational opportunities for
girls from underserved communities, helping improve access
to learning and holistic development.

Women Empowerment and Livelihoods

The Company promoted skill development and livelihood
opportunities for women, enabling greater economic
independence and social inclusion.

Youth Development and Employability

CSR initiatives focused on enhancing employability, life
skills, and growth opportunities for young individuals from
disadvantaged backgrounds.

Healthcare Support

The Company contributed towards the diagnosis and
treatment of children affected by Inborn Errors of Immunity
(IEI), facilitating access to critical healthcare interventions.

Governance and Impact

Implemented through credible partners and supported by
robust monitoring mechanisms, our CSR initiatives continue
to deliver meaningful and measurable social impact,
reinforcing our commitment to sustainable socio-economic
development.

DEPOSITS

The Company has neither invited nor accepted or renewed
any amount falling within the purview of provisions of Section
73 of the Companies Act 2013 ("the Act”) read with the
Companies (Acceptance of Deposit) Rules, 2014 during the
year under review. Hence, the requirement for furnishing of
details relating to deposits covered under Chapter V of the

Act or the details of deposits which are not in compliance
with the Chapter V of the Act is not applicable. The Company
has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from
public, was outstanding or unpaid as on the date of the
balance sheet.

INSURANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and
Analysis as required in terms of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 is attached as a
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, 2026, applicable Accounting
Standards have been followed and 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 31,2026 and of the profit and loss 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) They have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively;

(vi) They have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

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

The particulars, as prescribed under Sub-Section (3) (m)
of Section 134 of the Companies Act, 2013, read with the
Companies (Accounts) Rules, 2014 are enclosed below.

Conservation of Energy

Adequate measures are taken to conserve energy although
the Company's operations are low energy intensive.

Technology Absorption

Your Company continues to use the latest technologies for
improving the productivity and quality of its services.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo are given
in 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 as per section 197 of the Act read with
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in Annexure IV to this
report.

NON-EXECUTIVE DIRECTORS

Except for the Executive Directors, all other Directors of the
Company are entitled to receive sitting fees for attending
meetings of the Board of Directors and its Committees. In
addition, the Independent Directors are paid commission,
within the limits approved by the Members, the details of
which are disclosed in the Corporate Governance Report.
The details of the sitting fees paid to the Directors are also
provided in the Corporate Governance Report. The Non¬
Executive, Non-Independent Directors do not receive any
remuneration from the Company other than the sitting fees
paid for attending meetings of the Board and its Committees.

Particulars of the employees as required to be disclosed in terms
of Section 197(12) of the Companies Act, 2013 read with Rule
5(2)/5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are given in Annexure-V to
this report. In terms of Section 136(1) of the Companies Act,
2013 and the rules made thereunder, the Reports and Accounts
are being sent to the Shareholders excluding the aforesaid
Annexure. Any shareholder interested in obtaining a copy of
the same shall request in writing to cs@aptech.co.in before the
date of the Annual General Meeting and such particulars shall
be made available by the Company in electronic mode to the
Shareholder.

PREVENTION OF SEXUAL HARASSMENT MECHANISM

During the financial year under review, no complaints or
incidents were reported under the Prevention of Sexual
Harassment (POSH) Policy. The Company remains committed
to fostering a safe, respectful, and inclusive workplace for all
employees.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company remains committed to ensuring compliance
with the provisions of the Maternity Benefit Act, 1961, and all
applicable regulatory requirements thereunder.

Eligible women employees are provided with statutory
maternity benefits, including paid maternity leave, nursing
breaks, and protection of employment during the maternity
period. The Company has established appropriate policies
and practices to support a safe, inclusive, and equitable
workplace.

During the financial year under review, no instances of non¬
compliance or related complaints were reported.

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
(22^nd) Annual General Meeting held on August 05, 2022 till
conclusion of the Twenty Seventh (27^th) 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 rules framed thereunder, the Company
has appointed M/s. S G & Associates, Practicing Company
Secretaries to undertake its Secretarial Audit. Pursuant to
regulation 24A of SEBI (Listing Obligations & Disclosure
Requirement) Amendment Regulations, 2018, Secretarial
audit report of MEL Training & Assessments Limited is also

annexed to Board Report along with the Secretarial Audit
Report of the Company collectively as Annexure-VI. The
Secretarial Audit Report and/ or Secretarial Compliance
Report does not contain any qualification, reservation or
adverse remark except as specified in the Report.

COST AUDITORS

The Board of Directors pursuant to Section 148 of the Act and on
the recommendation of the Audit Committee, appointed Messrs.
SAPSJ & Associates, Cost Accountants (Firm Registration
Number 000445), as the Cost Auditors of the Company for the
Financial Year 2025-26 in the Board Meeting dated August 04,
2025 Messrs. SAPSJ & Associates have confirmed that their
appointment is in due compliance of Section 141, 148 and other
applicable provisions of the Companies Act, 2013.

As per the provisions of the Companies Act, 2013, the
remuneration payable to the Cost Auditor was placed before
the Members in the 25^th Annual General Meeting and was 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

The Securities and Exchange Board of India ("SEBI"), vide
its notification dated May 5, 2021, amended Regulation 34 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), mandating the
inclusion of a Business Responsibility and Sustainability
Report ("BRSR") in the Annual Report of the top 1,000 listed
entities based on market capitalization.

Although the Company does not fall within the ambit of the
top 1,000 listed entities based on market capitalization during
FY 2025-26, the Company continues to be governed by the
requirements of Regulation 34(2)(f) read with Regulation 3(2)(b)
of the Listing Regulations, which provides that the provisions
applicable to entities based on market capitalization shall
continue to apply until such entity remains outside the specified
threshold for a period of three consecutive financial years.

Accordingly, the Company has prepared the Business
Responsibility and Sustainability Report for FY 2025-26,
which forms an integral part of this Annual Report and has
been prepared in accordance with the applicable provisions of
the Listing Regulations and the relevant SEBI circulars issued
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 reported
by the auditor in their report under Section 143 (12) of the
Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards
issued by The Institute of Company Secretaries of India on
Meetings of the Board of Directors and General Meetings.

CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct to regulate,
monitor and report trading by Designated Persons and their
Immediate Relatives in accordance with the provisions of the
Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended from time to time.

The Code, inter alia, prescribes procedures to be followed
by Designated Persons while dealing in the securities of the
Company and lays down guidelines for handling, sharing,
communication and protection of Unpublished Price Sensitive
Information ("UPSI"). The Code also provides for closure of
the trading window, pre-clearance of trades, monitoring
of trading activities and reporting requirements to ensure
compliance with applicable regulations.

The Company has established adequate internal controls and
processes for identification, handling and dissemination of
UPSI on a need-to-know basis and maintains a Structured
Digital Database ("SDD") containing details of persons with
whom UPSI is shared, in compliance with the Insider Trading
Regulations.

Further, the Company has adopted a Code of Practices and
Procedures for Fair Disclosure of UPSI to ensure timely,
adequate and uniform dissemination of material information
to investors and the public. The Code is available on the
Company's website at:https://www.aptech-worldwide.com/
downloads/code-of-conduct/V3-CQC-Clean-10.09.2024.pdf

The Company Secretary and Compliance Officer review
the effectiveness of the internal controls and compliance
framework relating to prevention of insider trading, including
the maintenance of the Structured Digital Database, and
reports the same to the Audit Committee, on a quarterly
basis. The Company also undertakes periodic sensitization
and awareness initiatives for Designated Persons regarding
their obligations under the Insider Trading Regulations and
the importance of safeguarding UPSI.

During the year under review, the Company complied with
the requirements of the Insider Trading Regulations, and no
instance of non-compliance was reported.

INTERNAL FINANCIAL CONTROL

Pursuant to Section 134(5)(e) and the other applicable
provisions of the Act, your Company has laid down standards
and processes which enable Internal Financial Control across
the Company and ensure that the same are adequate and are
operating effectively.

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

Except as disclosed elsewhere in the Report, no material
changes and commitments which could affect the financial

position of the Company have occurred between the end
of the financial year of the Company to which the financial
statements relate and the date of this Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

We have embodied the mechanism in the code of conduct
of the Company for employees to report concerns about
unethical behaviour, actual or suspected fraud or violation
of our code of conduct. This mechanism also provides for
adequate safeguards against victimization of employees who
avail of the mechanism and also provide for direct access to
the Chairman of the Audit Committee in exceptional cases
and no personnel have been denied access to the Audit
Committee. The Board and Audit Committee are informed
periodically on the cases reported, if any, and the status of
resolution of such cases.

During the FY 2025-26, no instance was reported under the
vigil mechanism. Furthermore, in accordance with Clause
6 of Regulation 9A of SEBI (Prohibition of Insider Trading)
Regulations, your Company ensures that employees are well-
informed about the Whistle Blower Policy to report any instances
of leakage of unpublished price-sensitive information.

The Company is committed to adhere to the highest standards
of ethical, moral and legal conduct of business operations.

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 2025-26, there were no significant
or material orders passed by any regulatory body or court
or tribunal impacting the going concern status and the
Company's operations in future except as stated in Corporate
Governance Report.

OTHER DISCLOSURES:

Your Directors state that disclosure or reporting is not
required in respect of the following items as there were no
transactions relating to these items during the year under
review:

a) issue of equity shares with differential rights as to
dividend, voting or otherwise.

b) the Company has not issued any sweat equity shares
during the year under review and hence no information
as per provisions of Section 54(1 )(d) of the Act read
with Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

c) details relating to deposits covered under Chapter V of
the Act.

d) voting rights which are not directly exercised by the
employees in respect of shares for the subscription /
purchase of which loan was given by the Company (as
there is no scheme pursuant to which such persons
can beneficially hold shares as envisaged under section
67(3)(c) of the Act).

e) the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their status
as at the end of the financial year.

f) the details of difference between amount of the
valuation done at the time of one-time settlement and
the valuation done while taking loan from the banks or
financial institutions along with the reasons thereof.

ACKNOWLEDGEMENT

Your directors wish to acknowledge all their stakeholders
and are grateful for the excellent support received
from the Shareholders, Bankers, Financial Institutions,
Government Authorities, Corporate Clients, Customers

and other Business Associates. Your directors recognize
and appreciate the hard work and efforts put in by all the
employees of the Company and their contribution to the
growth of the Company.

For and on behalf of the Board of Directors

Aptech Limited

Sd/- Sd/-

Sivaramakrishnan Iyer Rajiv Agarwal

Director Director

DIN:00503487 DIN:00379990

Place: Mumbai Place: Mumbai

Date: August 05, 2026 Date: August 05, 2026