Your Directors have pleasure in presenting the 5^th Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended on 31^st March 2026 with Auditor’s Report thereon.

Financial Highlights:

Figures for standalone and consolidated for the year 2024 - 2025 remains same. The accounts are prepared as per Indian Accounting Standards (Ind-AS) notified.

State of Company’s Affairs /Operations:

Revenue from operations during the Financial Year under review was Rs. 5,474.75 in comparison to the previous year of Rs. 13,570.71 Lakhs, which is decline of 59.65% from the previous year. Profit after Tax has decreased from Rs. 1611.61 lacs to Rs. 504.11 lacs which is a decline of 68.72%.

The low turnover and profit is mainly due to delay in sales realization made

in the year 2024 - 2025. Delayed payment by the debtors has resulted in liquidity crunch and thereby making it difficult for the Company to participate in the tender. However since majority of the delayed payments has been realized and therefore, at present the liquidity position of the Company is quite comfortable and hence the Company is very much aggressive to bid for the various tenders in medical.

Your Company expects with the growing emphasis and importance of health in the Country, the Company expects to receive more orders in the years to come and will eventually lead to increase in demand for the Company.

Further the Company has expanded its operations in various other states.

Growing health care demand and thrust by the Government for providing health care facilities will lead to requirement of more hospitals and which will ultimately provide an opportunity to the Company for better prospectus.

Subsidiary Performance:

Your Company has 1 subsidiary namely Aprameya Medtech Private Limited, which was incorporated on 4^th October, 2025. Your Company holds 70% of total paid up Capital in the subsidiary Company. In accordance with Section 129 (3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and its subsidiary companies, which forms part of the Annual Report. Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company’s subsidiaries in Form No. AOC-1 is annexed to the financial statements of the Company. The statement also provides the details of performance and financial position of the subsidiaries of the Company.

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of the Company during business hours on all days except Sundays and public holidays upto the date of the Annual General Meeting as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statement may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statement, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company www.aelhealth.com

Transfer to Reserves:

The opening Balance of Retained Earnings is Rs. 2,549.65 Lacs. The whole of profit after tax of Rs. 504.11 Lacs and remeasurement of defined benefit plans net of tax of Rs. 3.59 lacs has been added to Retained Earnings. The closing balance of other equity stands at Rs. 5,029.81 Lacs (Securities Premium Rs. 1972.46 Lacs and Retained Earnings Rs. 3,057.35 Lacs).

Dividend:

Your Directors do not recommend any payment of dividend for the year ended 31^st March, 2026. The Company has developed a suitable Dividend Distribution Policy which is available on the Website of the Company at the web link at https://www.aelhealth.com/assets/img/policy/Dividend-Distribution-Policy.pdf

Change in nature of Business:

Your Company is engaged in the business of trading of medical devices and equipment’s. Your Company is also engaged in the business of turnkey supply of goods. During the year there was no Change in the nature of Business during the FY 2025-26

Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

Material Changes Affecting Financial Position of the Company:

No material changes or commitments have occurred during the financial year affecting the financial position of the Company. No material changes and commitments occurred after the close of the financial year till the date of this report, which affect the financial position of the Company or future operations of the Company.

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 in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) in the preparation of the annual accounts for the year ended on 31st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and 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 at the end of the financial year ended on 31st March, 2026 and of the profit 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 had prepared the annual accounts on a going concern basis; and

(e) the Company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(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.

Number of Board Meetings during the year:

The Board of Directors and Member of various Committees are met during the year on following dates:

In respect of all above meetings, proper notices were given and the proceedings were properly recorded and the Minutes Book maintained for the purpose.

All the recommendations of the Committee meetings were duly accepted by the Board.

Share Capital:

As on 31st March, 2026 the authorised Share Capital of the Company stands at Rs. 2000.00 Lacs divided into 2,00,00,000 ( Two Crore ) Equity Shares of Rs. 10/- ( Rupees Ten Only ) each.

During the year under review, the Company has made a public issue of Equity Shares of 50,40,000 at a price of Rs. 58/- per Share ( inclusive of premium of Rs. 48/- per Equity Share ). Consequently the paid up Equity Share Capital of the Company stands increased to Rs. 1904.00 Lacs.

No Bonus Shares were issued during the year.

No Employee Stock Option were issued during the year.

There are no outstanding convertible instruments as at the end of year.

Listing Of Shares:

The Company is listed on SME Platform of National Stock Exchange Limited (“NSE EMERGE”) on 1st August, 2024 and the NSE Symbol is “APRAMEYA”. The ISIN of the Company is INE0LQG01010

Deposits:

The Company has not accepted any public deposits within the meaning of Section 73 of the Companies Act 2013 as at 31^st March, 2026.

The total outstanding loans availed from the Director as on 31^st March, 2026 is Rs. 132.66 Lacs.

Secretarial Standards:

Your Company has complied with the mandatory secretarial standards as notified under Section 110 of the Companies Act, 2013.

Declaration regarding independent Directors and Independent Directors Meeting:

The Company has received a declaration from all the independent Directors pursuant to Section 149 of the Companies Act, 2013.

Separate Meeting of Independent Director was held on 24^th March, 2026. All independent Directors attended the same.

Since your Company is listed on SME Platform, the provision of Corporate Governance as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable to your Company.

Management Discussion and Analysis:

A separate section on management discussion and analysis is provided by way of Annexure I to the Directors Report.

Company’s Policy on Directors Appointment and Remuneration :

Pursuant to the provision of Section 178 of the Companies Act, 2013 and of Section 134 (3) (e) of the Companies Act, 2013 the policy on Directors Appointment and remuneration is provided on the website of the Company i.e. https://aelhealth.com/corporate-policies.php

Contracts or Arrangements with Related Parties and Related Party Transaction Policy:

In line with the requirements of the Companies Act and SEBI Listing Regulations, the Company has formulated a Policy on of Related Party Transactions which is also available on the Company’s website at https://www.aelhealth.com/assets/imq/policv/Policv-on-Materialitv-of-Related-Partv-Transactions.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All related party transactions are placed before the Audit Committee for review and approval.

All contracts / arrangements / transactions, if any, entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis.

No Bad Debts of related parties. The requisite details in form AOC - 2 in respect of related party transactions is as under:

Other details if any, required to be disclosed in Form AOC-2 pursuant to Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

The details of the related party transactions are disclosed in note 36 (c) to the financial statement which sets out related party disclosures.

Particular of Employees:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure II which forms part of this Report.

Particulars of Loans / Guarantees / Investment;

The details of loans and advances and investments, if any, are specified in the notes to the Balance Sheet which are in ordinary course of business. The Company has not provided any guarantee or provided any Security for the loans availed by others except in favor of Punjab National Bank for the principal loan amount of Rs. 4.00 Crores availed by Aprameya Medtech Private Limited (Subsidiary of Aprameya Engineering Limited). The amount of guarantee provided is within the limits of Section 186 of the Companies Act, 2013.

CNK & Associates, LLP, Chartered Accountants were appointed as Statutory auditors at the 1^st Annual General meeting of the Company for a period of five years and accordingly they continue to hold office till the annual general meeting for the year ended 2027.

There is no qualification or adverse remarks made by the auditors in their report. Provision of Cost Audit is not applicable to the Company.

No fraud is reported by the auditors.

Secretarial Audit;

The Board had appointed CS Alkesh Jalan, Practicing Company Secretaries (Membership No FCS 10620 and COP No. 4580) as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2026. As per the provisions of Section 204 of the Act read Rules framed there under. The Secretarial Audit Report in Form MR-3 is given as Annexure III and forms part of this Report.

The Secretarial Auditor has stated the following remarks:

MSME returns were not filed. Further filing, if any, delayed, were made with additional fees

The Board reply to the above remarks is as under:

The Company will file MSME returns. As on 31^st March, 2026 there are no outstanding MSME dues. Further the Company will take due care to file the returns timely in future.

Further, the Secretarial audit report is self-explanatory.

Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2026 can be accessed at https: / /www. aelhealth.com/annual-return.php.

The provisions of cost audit are not applicable to the Company. Further maintenance of cost records is not applicable to the Company.

Disclosure under Rule 8 (5) of Companies Accounts Rules, 2014:

a) Disclosure of financial Summary / Highlights :

As stated in financial Highlights of the Directors Report.

b) Disclosure of Change in Nature of Business :

There is no change in the nature of business. The Company is engaged in health care devices and equipment’s. Further the Company is engaged in providing health care facilities.

c) Details of Directors / Key Managerial Personnel Appointed / Resigned:

During the year under the review, no Directors / Key Managerial Personnel were appointed or have resigned. However there was re-appointment of Mr. Chetan Mohan Joshi and Mr. Saurabh Kishor Bhatt as Managing Director.

d) Details of Subsidiary Companies / Joint Ventures / Associate Companies:

The Company has no joint venture / associate company. However there is 1 Subsidiary company namely Aprameya Medtech Private Limited with CIN: U32509GJ2025PTC168441 which was incorporated on 4^th October, 2025. Your Company holds 70% of the paid up Equity Share Capital of Aprameya Medtech Private Limited.

e) Details regarding Deposit covered under Chapter V of the Companies Act, 2013:

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (VI) of Companies (Accounts) Rules, 2014.

f) Details of Deposit which are not in compliance with requirements of Chapter V of the Act:

Not Applicable.

g) Details of Significant and Material Orders passed by Regulators or Courts or Tribunals:

There was no regulatory or Court or Tribunal Order passed against the Company.

h) Internal Financial Control System:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

i) 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:

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

Risk Management Policy:

The Management regularly reviewed the risk and has taken appropriate steps to mitigate the risk. The Company has in place the Risk Management policy. The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

Industrial relations:

The Directors are pleased to report that the relations between the workmen and the management continued to remain cordial during the year under review.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;

Your Company has always believed in providing a safe and harassment free workplace for every individual working. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has constituted an internal complaint committee pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There was no compalaints pertaining to sexual harrasement during the year. Vigil Mechanism:

The provision of Section 177 (10) of the Companies Act, 2013 is not applicable to the Company.

Performance Evaluation:

The Company has devised a Policy for Directors; appointment and remuneration including criteria for determining qualifications, performance evaluation and other matters of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of both non-executive directors and executive directors.

The Company's Nomination 8s Remuneration policy which includes the Director's appointment 85 remuneration and criteria for determining qualifications, positive attributes, independence of the Director 85 other matters is available on the website of the Company.

Board Evaluation:

The Company has devised a Board Evaluation Framework for performance evaluation of Independent Directors, Board, Non-Independent Directors and Chairman of the Company. Pursuant to this framework, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its Committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

The questionnaire for Board evaluation was prepared taking into consideration various aspects of the Board’s functioning such as understanding of Board members of their roles and responsibilities, time devoted by the Board to Company’s long-term strategic issues, quality and transparency of Board discussions, quality, quantity and timeliness of the information flow between Board members and management, Board’s effectiveness in disseminating information to shareholders and in representing shareholder interests, Board information on industry trends and regulatory developments and discharge of fiduciary duties by the Board.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non Independent Directors including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on March 24, 2026. The Nomination and

Remuneration Committee has further carried out evaluation of all Directors including Independent Directors. The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee and the Board in their respective meetings.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 is as under:

A) C onservation of Energy:

Our Industries is not a power intensive Industry. However, the Company continues its efforts to improve the methods of energy conservation and utilization. The details required pursuant to Rule 8 of Companies (Accounts) Rules, 2014 are either nil or not applicable.

B) Technology Absorption:

During the year under review, no new technology was absorbed. Further no technology was imported during the last 5 years. Further no research and development expenditure was incurred during the year. The details required pursuant to Rule 8 of Companies (Accounts) Rules, 2014 are either nil or not applicable.

C) Foreign Exchange Earnings and Outgo:

The details regarding foreign exchange earnings and outgo, if any, is specified in the notes to the Balance Sheet.

Corporate Social Responsibility:

Details regarding Corporate Social Responsibility is provided in the Annexure IV. Further the details regarding Corporate Social Responsibility Policy is also available on the website of the Company namely https: / / www.aelhealth.com.

Voluntary Revision of Financial Statement and / or Board Report:

No application was made for voluntary revision of financial statements and / or Board Report during the year.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 f31 of 2016) during the year along with their status:

No Application was made or any proceeding pending under the Insolvency and

Bankruptcy Code, 2016 (31 of 2016) during the year.

Details of difference between of amount of valuation done at the time of one time settlement and the valuation done while undertaking loan from the bank of FI, along with reasons thereof:

Not Applicable.

Prohibition of Insider Trading;

In accordance with Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company believes in adhering to the highest standards of transparency and fairness in dealing with all stakeholders and aims to institutionalize strong governance processes to ensure that no insider uses his or her position, with or without the knowledge of the Company, for personal benefit, or to provide benefits to any third party. Towards this end, the Company has adopted a Code of Conduct for prevention of Insider Trading which is available on the Website of the Company at https://www.aelhealth.com/corporate-policies.php

Adequacy of internal financial controls with reference to financial statements;

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthening the internal controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

During the year under review, no material or serious observation has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

Others:

A Certificate from Company Secretary in practice regarding NonDisqualification of Directors (Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (listing obligations and Requirements) Regulations, 2015 is provided by way of Annexure V, which forms part of the report.

No Employee stock option was issued.

No Sweat Equity Shares were issued.

No amount was required to be transferred to Investor Education and Protection Fund.

Various policies required are disclosed on the website of the Company namely

https://wwvi-.aelhealth.com

Other Disclosures required to be made in the Directors Report are either nil or not applicable.

Acknowledgement:

Your Directors are thankful to regulatory and government authorities, bankers, clients, and suppliers of the Company for their co-operation and also wish to place on record the contribution made by all the workers, members of the staff and executives of the Company at all levels for the progress of the Company.

The Directors of your company also express appreciation of the confidence, which the members have reposed in them.