Aptech Ltd

THE MEMBERS OF APTECH LIMITED

Your Directors are pleased to present their Twenty Fourth (24^th) Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended March 31, 2024 in compliance with the Companies Act, 2013 ("Act"). The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

The financial results of the Company for the Financial year ended March 31, 2024, are presented below:

( In Lakhs)

The Company's consolidated Operating Revenue for the year ended March 31, 2024, stood at 43,681 lakhs as compared to

45,692 lakhs in FY 2022-23. The decline of 4.4% in revenue was majorly due to the Hollywood strike disrupting the Indian Animation and VFX industry, Nigeria's currency depreciation impacting international retail and intense competition in the Beauty segment for the retail business. While the institutional business got majorly impacted due to shift of assessments from computer-based test to Paper and Pencil mode.

The Retail segment reported strong revenue growth of 33.8% YOY, with a 11.5% increase in functional profit for the current year. The Institutional segment's operating revenue declined from 17,193 lakhs in FY 2022-23 to 5,550 lakhs in FY 2023-24. Despite these challenges, there are opportunities for strategic improvement and future growth in the Institutional segment.

In FY 2023-24, the total EBITDA (Operating Profit) stood at

5,722 lakhs as compared to 8,890 lakhs in FY 2022-23. The Other Income for the current year increased by 20.5% to 1,587 lakhs as compared to FY 2022-23 primarily due to higher interest income on bank deposits. The overall effective tax rate for the current year stood at 28.1% compared to 17.7% primarily due to higher MAT credit entitlement in FY 2022-23.

During FY 2023-24, due to devaluation of Nigerian currency (Naira), the Company incurred a foreign currency loss of 710 lakhs on reinstating bank balances and trade receivables. The drop in currency price being of an exceptional nature, the resulting loss reflected as an exceptional item.

In FY 2023-24, Profit Before Tax after exceptional items (PBT) stood at 4,036 lakhs as compared to 8,226 lakhs in the previous year. The Profit After Tax (PAT) for the current year stood at 2,904 lakhs as compared to 6,769 lakhs in FY 2022-23. The basic EPS for the current year was 5.01 as compared to 11.69 in FY 2022-23. The Company maintained a zero-debt balance sheet, with Cash and Cash Equivalents including short term investments amounting to 19,893 lakhs as on March 31, 2024.

For more information on Business overview, Business strengths and strategies, Operational highlights and Segment-wise financial performance of the Company, refer to Management Discussion and Analysis section of this Annual Report.

The Company continues to strengthen its commitments to superior levels of quality, customer experience and services management and privacy practice and mature business continuity management.

The Company has not transferred any amount to the general reserve during the current financial year.

Your Company has an active Investor Relation function that engages with Investors and proactively solicits inputs from them. In the Financial year 2023-24, your Company maintained its interaction with investors through video and audio conference calls. The top management, including the Whole-time Director & Interim CEO and top Senior Management spent significant time to interact with investors to communicate the strategic direction of the business, capital allocation policy and various other businesses. All the investors' connection events including quarterly earning calls / analyst meet conducted during the year were also well attended by investors and analyst.

Your company ensures that critical information about the Company is available to all the investors by uploading all such information on the Company's website and disclosed to exchanges as per SEBI mandates.

Please refer https://www.aptech-worldwide.com/pages/ investor-relations/investorrelations.aspx for Investors / Analyst Interactions held during the year.

The Board of Directors at their meeting held on May 02, 2024, have declared Interim Dividend of 4.50 per Equity Share (45%) for the Financial Year 2023-24. The Company fixed May 10, 2024, as the Record date for the purpose of determining the entitlement of members to receive the Interim Dividend. 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/ DIVIDENDDISTRIBUTIONPOLICY-APTECH.pdf

The Board at its meeting held on May 24, 2023, approved and recommended the issue of Bonus Shares to the holders of Equity Shares of the Company in 2:5 ratio by issue of 2 (Two) Equity Shares of 10/- each for 5 (five) fully paid-up existing Equity Shares of 10/- each as on the record date which was approved by the Members of the Company on July 05, 2023 by Postal Ballot. The aforesaid Bonus issue was completed within the prescribed time frame and capital redemption reserve was utilized to implement the Bonus issue.

Further, the Company has transferred certain exceptional compliance cases of bonus shares to its designated Unclaimed Securities Suspense Escrow Account. The shareholders in such cases are required to complete such compliance formalities with the Registrar and Share Transfer Agent (KFIN Technologies Limited) in order to claim their Bonus Entitlement.

During the financial year 2023-24, the Directors met Six times on May 24, 2023, June 19, 2023, July 18, 2023, August 04, 2023, November 01, 2023 and February 06, 2024. The gap between two meetings during the year did not exceed 120 days. In accordance with the provisions of Section 152 and other applicable provisions, of the Act (including any Statutory modification(s) or re-enactments) and the Article of Association of the Company, Mr. Utpal Sheth (DIN: 00081012), Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The Executive Directors and Independent Directors of the Company are not liable to retire by rotation. Mr. Nikhil Dalal (DIN: 00316871) whose first term of Five years got completed on May 30, 2023 and who met with the criteria of independence and eligible for re-appointment, was duly reappointed for the second term of Five years by the Board of Directors in their Meeting held on May 24, 2023 which was approved by the members of the Company on August 26, 2023 by Postal Ballot.

Dr. Anil Pant, Managing Director & CEO had informed the Company that on account of sudden deterioration of his health, he has proceeded on indefinite leave from June 20, 2023. Further, as an interim measure the Board of Directors duly constituted an Interim Committee of certain Members of the Board and Senior Management of the Company to ensure smooth functioning and continuity of operations of the Company.

Further, the Board on recommendation of the Nomination and Remuneration Committee has appointed Mr. Anuj Kacker, the Whole time Director as an Interim CEO of the Company with effect from July 18, 2023 for an interim period until further decisions by the Board of Directors of the Company. The Company deeply acknowledges the contributions made by Late Dr. Anil Pant, Managing Director and Chief Executive Officer, who left for heavenly abode on August 15, 2023. Furthermore, on recommendations of the Nomination and Remuneration Committee, the Board of Directors in their Meeting held on February 06, 2024, appointed Mr. Sivaramakrishnan S. Iyer (DIN:00503487) and Mr. Ameet Hariani (DIN: 00087866), as Additional Directors (in capacity of Independent Directors) of the Company with effect from February 06, 2024 duly regularized by approval of the Members of the Company on March 14, 2024 by Postal Ballot and who have submitted a declaration that they meet the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are eligible for appointment under the provisions of the Act, the Rules made thereunder and the Listing Regulations, as an Independent Director, not liable to retire by rotation, to hold office for a term of 5 consecutive years i.e., February 6, 2024 upto February 5, 2029.

Mr. Vijay Aggarwal and Mr. Ramesh Damani (Independent Directors) of the Company completed their tenure (second term of five years) as Independent Directors on March 31, 2024. The Board and the Company acknowledged deep gratitude towards their unmatched contribution to the Company. The Board of Directors on August 2, 2024, duly approved the appointment of Ms. Vandana Chamaria (DIN: 07131829) as an

Additional Director (Non-Executive, Independent Category), not liable to retire by rotation, for a tenure of 5 consecutive years commencing from August 2, 2024 to August 01, 2029, subject to approval of the shareholders. Further the Board duly acknowledged significant contributions made by Dr. Anuj Kacker who is due to retire from the office of Whole-time Director and Interim CEO effective end of business hours dated October 31, 2024 and also approved appointment of Mr. Atul Jain (DIN: 07434943) as an Additional Director designated as Managing Director and CEO (Designate) and Key Managerial Personnel of the Company with effect from August 3, 2024 for a tenure of 5 consecutive years and shall further be redesignated and appointed as Managing Director and CEO with effect from November 1, 2024 holding office upto August 2, 2029, subject to approval of the shareholders.

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, its Committees and 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 its 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 5, 2017.

The Independent Directors at their meeting held on March 11, 2024, reviewed the performance of the Board as a whole including non-independent Directors, Chairperson, Managing Director and Whole time Director with qualitative and quantitative assessments and timeliness of flow of information between the Company management and the Board 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.

To attract and retain top talent while encouraging employee engagement for achieving Company objectives and promoting their increased participation in the growth of the Company, the Company grants Employee Stock Options to eligible employees.

The Company has in force the following Schemes which get covered under the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations 2021):

1. Apt ech ESOP Scheme, 2016

2. Apt ech ESOP Scheme, 2021

There are no changes made to the above Schemes during the year under review and these Schemes are in compliance with the SBEB Regulations 2021.

All new independent directors inducted into the Board are familiarized with the operations and functioning of the Company. The details of the training and familiarization program are provided in the Corporate Governance report. The website link for the familiarization program is https:// www.aptech-worldwide.com/downloads/InvestorPolicy/ Familiarisation-for-Independent-Directors.pdf

All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Independent Directors have registered their name in the Independent Directors data bank and complied with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors have assessed the veracity of the disclosures and confirmations made by the Independent Directors of the Company made under Regulation 25(8) of the Listing Regulations.

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 2023-24 is available on Company's website on the link : www.aptech-worldwide.com.

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in the Annual Report.

All contracts/arrangements/transactions entered into 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.

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/AptechRPTPolicy2.0.pdf The Company has not entered into Material Related Party Transactions as per the provisions of the Companies Act, 2013 and a 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.

As on March 31, 2024, 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.

Pursuant to the provision of Section 129 (3) of the Act, a statement containing the salient features of financial statements of the company's subsidiaries and their contribution to the overall performance of the Company is provided in Form AOC-1 which forms part of this Annual Report. Pursuant to Section 137 of the Act, all compliances and filings have been duly completed including uploading of Accounts of foreign subsidiaries of the Company.

Further pursuant to the provisions of Section 136 of the Act, the Audited Financial Statements of the Company including consolidated financial statements and Auditors Report along with relevant documents required by Law as also financial statements with respect to subsidiaries are available on the company's website at https://www.aptech-worldwide. com/pages/investor-relations/investorrelations_subsidiary_ companies.aspx

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 read with the Rules made thereunder and the Listing Regulations. The Nomination and Remuneration Policy can be accessed on the website of the Company https://www.aptech-worldwide.com/downloads/ aptech-policy/Remuneration-Policy.pdf

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Companies, Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. With a view to enlarging the scope of CSR activities, the Company revised the CSR Policy to enable providing skill development to underprivileged children and youth besides the existing activities. The revised policy also facilitates education by providing financial assistance to the NGOs which are working in the field of development of children and youth through education. The revised policy has been uploaded on the website of the Company https://www.aptech-worldwide. com/downloads/policy-on-csr.pdf. The Disclosure with respect to CSR activities forming part of this report is given in "Annexure-II".

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

The Company has taken insurance cover for its assets to the extent required.

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.

Effective corporate governance is necessary to retain the trust of the stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organization is managed. It includes its corporate structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the center stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate Report on Corporate Governance pursuant to Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is attached and forms part of this Annual Report. The Auditors Certificate regarding compliance of the conditions of Corporate Governance is annexed as "Annexure -III".

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, 2024, applicable accounting standards have been followed and that there are no material departures;

(ii) The y 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, 2024 and of the profit of the Company for the year ended March 31, 2024; (iii) The y 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) Int ernal financial controls followed by the Company are adequate and are operating effectively;

(vi) The proper systems to ensure compliance with the provisions of all applicable laws are adequate and operating effectively.

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.

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

Your Company continues to use the latest technologies for improving the productivity and quality of its services. Several timebound improvements are duly planned for Information Security Management Systems. These timebound improvements to prioritize the protection of sensitive information, adhere to best practices, mitigate risks and safeguard the work environment from any security challenges.

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

The details of Foreign Exchange Earnings and Outgo, if any, are given in the financial statements.

Disclosures required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 being the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2023-24, ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 and comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are given in

"Annexure-IV" to this report.

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.ac.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 within seven days from the date of receipt of such request.

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committee has also been set up to redress any such complaints received.

During the year under review, the Company has not received any complaint from the employees related to sexual harassment. The Company has in place Prevention of sexual harassment policy which is available on the Company's website i.e. www.aptech-worldwide.com.

Further, your Company has complied with provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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.

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 Secretary to undertake its Secretarial Audit. Pursuant to Regulation 24A of SEBI (Listing Obligations & Disclosure Requirement) Amendment Regulation, 2018, Secretarial Audit Report of MEL Training and Assessments Limited is also annexed to the 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.

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 2023-24 in the Board Meeting dated August 04, 2023. 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 Twenty Third Annual General Meeting and was duly ratified.

As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are duly maintained.

The SEBI vide its Notification dated May 5, 2021, had amended Regulation 34 of the Listing Regulations, wherein SEBI has mandated that Top 1000 listed entities based on market capitalization shall replace the Business Responsibility Report ("BRR") and now submit Business Responsibility and Sustainability Report ("BRSR") effective from the Financial Year 2022–23 on initiatives taken from an environmental, social and governance perspective in the format as specified by SEBI from time to time.

The Company has prepared the BRSR for the Financial Year 2023–24 which forms part of this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations and is in accordance with the format as prescribed in the SEBI Circular dated May 10, 2021 and July 12, 2023 and as amended from time to time.

Your Company strongly believes that sustainable and inclusive growth is possible by using the levers of environmental and social responsibility while setting aspirational targets and improving economic performance to ensure business continuity and rapid growth.

There was no instance of fraud reported by the Auditor in their report under Section 143 (12) of the Companies Act, 2013.

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.

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading / dealing in Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers the Company's obligation to maintain a Structured Digital Database, mechanism for prevention of insider trading and handling of UPSI and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company's website at https://www.aptech-worldwide.com/ downloads/code-of-conduct/V3-COC-Clean.pdf

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.

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.

During the financial year 2023-24, 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 if any in "Annexure –III".

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the shareholders, Bankers, Financial Institutions, Government authorities, esteemed 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 in a very challenging environment.