Aplab Ltd Directors Report

To the Members,

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 Companys financial performance for the year under review, along with previous year figures are given hereunder:

Rs. in Lakhs

Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Net Sales /Income from Business Operations	6,366.68	4,953.83
Other Income	509.28	86.55
Total Income	6,875.97	5,040.38
Interest	320.03	353.28
Profit / (Loss) before	(608.49)	124.01
Depreciation
Less Depreciation	48.54	44.08
Profit / (Loss)after depreciation and Interest	(657.03)	79.92
Less Current Income Tax	-	-
Less Earlier Year Income	(57.09)
Tax Expenses
Less Deferred Tax (Income)	(626.33)	-
/ Expense
Net Profit / (Loss) after Tax	26.39	79.92
Dividend (including Interim if any and final)	-	-
Net Profit / (Loss) after dividend and Tax	26.39	79.92
Amount transferred to General Reserve	-	-
Other Comprehensive	7.43	142.14
Income
Balance carried to Balance Sheet	33.82	222.06
Earning in Rupee per share	0.23	0.72
(Basic)
Earning in Rupee per Share	0.23	0.57
(Diluted)

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, weve 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 theyre While weve 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:

? Power Control and Conversion Electronics (PCCE)

? Test and Measurement Instrumentation (TMI)

? Banking and Business Automation (BA)

? 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 Aplabs 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

Aplabs 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. Aplabs products are best-in class. Weve 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. Aplabs 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 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

Aplabs 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, Aplabs 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 Aplabs 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 Aplabs 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 Aplabs 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.

Ratio	Year Ended 31st March, 2025	Year Ended 31st March, 2024
Debtors Turnover (Days)	124	168
Inventory Turnover (Days)	103	217
Interest coverage	(0.90)	1.35
Current ratio	1.19	1.01
Debt Equity Ratio	2.13	1.78
Operating Profit Margin	(12.53)	9.15
Net Profit Margin (%)	0.41	1.61
Return on net worth (%)	2.54	7.89

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 DEVELOPED AND 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 arms length basis and in the ordinary course of business. There were no significantrelated material 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. COMPANYS 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, 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 25th April, 2024, 30th May, 2024, 14^th August, 2024, 7th November, 2024, 5th December, 2024, 10^th February, 2025 and 22nd 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 positive attributes, independence 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 Companys 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 companys policy on directors appointment and remuneration including criteria for determining positivequalifications, 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 financial period of five 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:

1 Number of complaints of sexual harassment received in the year	Nil
2 Number of complaints disposed off during the year	Nil
3 Number of cases pending for more than ninety days	Nil

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 Companys 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: 14th August 2025

Place: Navi Mumbai

ANNEXURE TO THE DIRECTORS REPORT CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Information pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988]

A) ELECTRICAL ENERGY

1. Conservation of Energy:

The Companys production process does not involve any continuous processing machinery. As production involves electronic assembly, power requirements are very minimal.

2. Energy conservation measures taken:

The company is switching over its lighting needs to energy efficient CFL and LED lights. Measures are also taken to watch and correct the load

PF as necessary. The company is also working on developing phantom loads to reduce power requirements during equipment load testing.

3. Investments are proposed to be made to develop and install Active Harmonic Filters for our manufacturing premises. We expect to reduce our consumption to the extent of 30% and reduce our cost of purchased power.

B) TECHNOLOGY DEVELOPMENT R & D Research & Development in Power Electronics

Most of your companys R&D focus for the next few years will be on improving specifications for existing products. Your company considers R&D and innovation as key in negating the effects of squeezed margins in the competitive markets it operates in. Improving our ‘Lonar series productspecifications,Some of our R&D efforts this year were: a) AI based image processing software for bank passbooks and cheques. b) Emergency Lighting Inverter for commercial properties and building towers. c) Automatic priority settable change-over switch.

FOREIGN EXCHAGE EARNINGS AND OUTGO:

The earnings and outgo in foreign exchange are as follows: Earnings (FOB Value) (P Y Rs. 547.07 Lakhs) Rs. 12.05 Lakhs Outgo (CIF Value of imports plus expenses) (P Y 179.85 Lakhs) Rs. 102.14Lakhs For and on behalf of the Board of Directors

Amrita P. Deodhar

Chairperson & Managing Director

DIN: 00538573

Date: 14th August 2025

Place: Navi Mumbai