Apollo Micro Systems Ltd Management Discussions

Economy Overview

Global Economic Overview¹

The world economy expanded by 3.3% in 2024 amidst escalating global political tensions, deceleration in China and trade policy disruptions. Economic growth in Europe was sluggish due to elevated energy prices, in the first half of the year, caused by Eastern European and Middle Eastern conflicts, together with aging populations in nations like Germany and Italy. Meanwhile, the U.S. economy grew 2.8%, thereby helping sustain the global economic production. Growing economies in Asia also helped spur world growth as a result of robust manufacturing and technological advances. Ongoing regional conflicts have resulted in several economies restructuring to reinforce their military-industrial complex. Despite sanctions, Russias GDP growth reached 4.1% in 2024, driven by significant shift towards a wartime footing with an increased budgetary spending. Russian defence spending rose by ~ 40% in CY2024, accounting for 7% of the nations GDP.² Similarly, Israels military expenditure increased to reach 8.8% of its GDP, highlighting the nations focus on enhanced national security.

Global inflation declined to 5.6% from 6.6% last year on the back of declines in advanced economies. Central banks maintained prudence in relaxing their monetary policies as some parts of the world still experienced high inflation. Developed economies higher bond yields indicated that investors are cautious on inflation, political uncertainties and shifting monetary policies. In emerging markets electronics and digital infrastructure are becoming increasingly larger sources of growth.

Outlook

Global economic projections for 2025 are moderate, where 2.8% growth is expected to be stable. Prices will increase more moderately as the labour market slows down and oil prices maintain their depleted prices. This will provide room for central banks to implement policies

favourable to increased economic growth. Inflation is also forecast to decline to 4.3% by the fourth quarter of 2025, indicating a stable recovery, especially in emerging economies. Advanced economies are projected to grow by 1.4% while emerging markets and developing economies will grow by 3.7%.

Headwinds arise from the tensions in geopolitics and economic problems in nations such as China, but overall outlook remains optimistic with support from government measures and efforts to correct public finances. Tariff policies of the United States have resulted in reduced predictions for international trade, giving rise to a trend for protectionism. Europe remains vulnerable to economic stagnation, but resilience in major sectors and ongoing consumer consumption following the pandemic could help support long-term recovery. The manufacturing industry in emerging economies is set to gain from dynamics in supply chains and emerging trade agreements. In the medium term, global trade changes, strategic government expenditure and other reforms are expected to drive innovation, resulting in long-run economic growth in developing and emerging economies through enhanced productivity and robust supply chains.

Global GDP forecast (2025)

Indian Economic Overview³

During FY2024-25, Indias economy remained resilient, expanding by 6.5%. As the overall manufacturing sector slowed down, exports of higher-value products such as electronics picked up, boosting Indias position in international value chains. Political tensions and shipping bottlenecks, particularly in the Red Sea posed trade challenges. Despite global economic uncertainty and political tensions, the performance of Indias exports remained strong.

For several months, inflation was above the Reserve Bank of Indias (RBI) 4-6% target, but the governments controlled spending led to the fiscal deficit being maintained at a level of 4.4% to 4.5% of GDP. This created room for increased government expenditure. The RBIs policy measures, including pumping ?1.5 trillion into the system and lowering interest rates, is expected to ease liquidity, stimulate private investment and encourage consumer spending. Foreign direct investment (FDI) inflows during the first half of the 2024-25 fiscal year also increased by 26% on a year-on-year basis, reflecting higher investor confidence. Indias position as the worlds third-largest recipient of new foreign investments underscores its appeal as a hub for technology and manufacturing.

Outlook

Indias economic future appears optimistic on the back of robust domestic fundamentals and a sound growth trajectory. The nation is likely to be among the worlds fastest-growing economies, with real GDP expected to grow at 6.5% in the 2025-26 fiscal year. This expansion is expected to be supported by lower inflation and higher private investment. Expenditure on infrastructure increased 38.8% during FY20 to FY25, with further government investment in the latter half of 2024-25, which should boost demand and draw private financing.⁴ India will also receive enhanced FDI as multinationals seek low- cost means of expansion.

Government initiatives such as the Production-Linked Incentive (PLI) scheme will be instrumental in strengthening Indias position in worlds technological manufacturing and exports. The strategic benefits of the country, such as a weakened currency that makes its exports more affordable

and its emergence as a competitive manufacturing hub, will also drive the growth of the sector. Despite headwinds including political unrest and volatile crude oil prices, Indias economic resilience fuelled by strong public and private investment, positions it favourably for sustained economic growth.

Industry Overview Global Defence Sector⁶

The global defence industry is experiencing a transformation driven by escalating geopolitical turbulence and heightened military spending by nations worldwide. This shift is shaping a new era of advanced warfare that includes AI-powered planning, autonomous drones and cyber warfare, with emerging players playing an increasingly important role.

The concentration of military spending remains significant among major powers. The top five military spenders included the US, China, Russia, Germany and India, which together accounted for 60% of the global total with a combined spending of $1,635 billion. The United States maintained its position as the leading spender, with military spending witnessing a surge of 5.7% and reaching $997 billion, representing 66% of the total NATO spending and 37% of the global military spending in 2024.

All NATO members heightened their military expenditure in 2024, demonstrating a coordinated response to current security challenges. Among individual countries, Israels military expenditure surged by 65% to $46.5 billion in 2024, making it one of the most dramatic increases globally. This surge was primarily driven by the prolonged conflict in the Middle-East, highlighting how regional conflicts significantly impact defence spending patterns.

The industrys evolution reflects not only increased financial investment but also a fundamental shift in how modern warfare is conceived and conducted, with technology playing an increasingly central role in military strategy and operations.

Growth Drivers Heightened Security Needs⁷

The ongoing Russia-Ukraine and Middle Eastern conflict has pushed global economies to expand their military

spending, to weather escalated geopolitical tensions. Global military expenditure witnessed an increase of 9.4% in real terms over 2023, marking the steepest year- on-year increase since the end of the cold war. With the Russia-Ukraine conflict in its third year, Russias military expenditure increased by 38.8% from 2023, reaching $149 billion in 2024. While Ukraines military expenditure increased by 2.9% to reach $64.7 billion.

As the Middle-Eastern conflict escalated, Israels military expenditure saw the steepest annual increase since the Six-Day War in 1967, surging by 65% over 2023 to reach $46.5 billion in 2024. The country further entered into escalated conflicts with the nations of Iran and Syria during the course of the year. These conflicts showcased the increasing modern preference for a robust arsenal of cutting-edge missile systems over troop mobilisation in international conflicts.

With increased pressure from the US, NATO countries are set to commit to an enhanced military budget moving forward. As Europe prepares for reduced American military involvement in the continent, the ReArm Europe plan, presented in March 2025, proposes to leverage €800 billion through national fiscal flexibility. European Investment Bank will further support defence spending and a new €150 billion loan fund called SAFE will be set up to help countries purchase military equipment.⁸

Technological Innovation

Global defence investment is increasingly driven towards autonomous and AI integrated weapon technologies. The demand for advanced long-range explosives has escalated in ongoing regional conflicts amidst reduced manpower deployment. Integrated Air and Missile Defence (IAMD) is expected to play a key role in safeguarding Europes critical infrastructure, urban areas and military installations from an increasingly challenging array of airborne threats, including ballistic missiles, cruise missiles and unmanned aerial systems.

International Collaboration

The Partnership for Indo-Pacific Industrial Resilience (PIPIR) was established to enhance defence industrial cooperation and address production bottlenecks. Companies are implementing supply chain diversification strategies to reduce vulnerabilities exposed during recent conflicts. Australia, the United Kingdom and the United States formed the AUKUS pact focusing on technology sharing in the Indo-Pacific region. The EU signed a landmark deal with Canada to strengthen cooperation in defence and security, allowing the latter to access SAFE, the EUs joint arms procurement initiative.

Indian Defence Sector

India is the fourth-largest spender of military resources in the world and possesses the second-largest active military force in the world. The nation has made a significant achievement in recent years in curbing its dependence on foreign suppliers from 65%-70% to reaching 65% indigenous manufacturing capacity.⁹

Indias defence sector was allocated a notable ?6.22 lakh crore budget in FY 2024-25, demonstrating the countrys persistent policy of expending around 2% of its GDP on defence spending.¹⁰

A record-breaking feat was achieved with the Ministry of Defence entering 193 contracts worth more than ?2,09,050 crore in the FY 2024-25, which is almost double the earlier highest value of contracts. The emphasis on domestic capabilities can be seen as 177 of the contracts worth ?1,68,922 crore, accounting for 81% of the total value were given to indigenous firms.¹¹ Private defence production accounted for 21% of the overall production, indicating a significant change in the sectors dynamics.¹² This strategy aligns with the nations objective of becoming self-reliant and generating job opportunities in the defence manufacturing sector.

Defence exports grew to a record ?23,622 crore in FY 2024-25, an increase of 12.04% and ?2,539 crore more than the last year. The performance was strengthened by private sector companies contributing ?15,233 crore and Defence Public Sector Undertakings (DPSUs) contributing ?8,389 crore as against ?15,209 crore and ?5,874 crore respectively in FY 2023-24.

(

Government Initiatives^{15 16}

• Positive Indigenisation Lists: The government has implemented five Positive Indigenisation Lists covering over 500 items to be procured exclusively from Indian sources, with DPSUs publishing similar lists covering over 5,000 items.

• Defence Acquisition Procedure (DAP): The

Defence Acquisition Procedure (DAP) 2020

prioritises domestic procurement, with 75% of

capital procurement earmarked for domestic

sources and increased minimum Indigenous Content (IC) requirements.

• Make in India: The Make in India initiative and policy reforms have actively encouraged indigenous production by curbing foreign dependency through procurement. This policy change is a significant step towards Indias larger vision of becoming Atmanirbharta (self-reliant) in defence, emerging as a hub for manufacturing advanced military technologies and equipment.

• Innovations for Defence Excellence (iDEX): The

initiative has attracted MSMEs, startups, individual innovators, R&D institutions and academia through grants of up to ?1.5 crore to develop innovative technologies. The scheme has been augmented with ?449.62 crore for iDEX for 2025-26, including its sub-scheme Acing Development of Innovative Technologies with iDEX (ADITI). This success was taken forward with introduction of iDEX Prime that strengthened support to ?10 crore.¹⁷

• Acing Development of Innovative Technologies with iDEX (ADITI): The recently introduced ADITI scheme offers support up to ?25 crore to scale break-through innovations. With the overall objective of empowering start-ups and MSMEs, the Ministry of Defence has cleared purchases over ?2,400 crore from start-ups/MSMEs and approved proposals over ?1,500 crore for developing new technologies.¹⁸

• Foreign Direct Investment (FDI): The Foreign Direct Investment (FDI) in the defence industry was liberalised in September 2020 permitting up to 74% FDI under the automatic route and up to 100% with government approval. Total FDI in defence industries since April 2000 has reached ?5,516.16 crore.

\

• Defence Industrial Corridors (DICs): Two Defence Industrial Corridors (DICs) have been set up in Uttar Pradesh and Tamil Nadu to promote defence production. Such corridors give incentives to industry investors in this field and are of significant importance for the sector. Investments amounting to over ?8,658 crore have already been invested in the six nodes of UP such as Agra, Aligarh, Chitrakoot, Jhansi, Kanpur and Lucknow and five nodes of Tamil Nadu such as Chennai, Coimbatore, Hosur, Salem and Tiruchirappalli. 253 MoUs have been inked so far with a potential investment of ?53,439 crore as of February 2025.

• MAKE initiative: As of March 24, 2025, a total of 145 projects have been undertaken under the MAKE initiative with participation of 171 industries, notably driving indigenous defence production. The initiative includes 40 MAKE-I projects (Government Funded), 101 MAKE-II projects (Industry Funded) and 4 MAKE-III projects (Manufacturing through ToT). These projects play a vital role in strengthening selfreliance in defence manufacturing.

• Ease of Doing Business (EoDB): The government has taken a number of steps to increase ease of doing business in defence production. Validity of export authorisation for components and pieces has been increased from two years to end of order or component, whichever is earlier. Defence items components and pieces were de-licensed in September 2019 to promote investment. The Defence Product List was rationalised in 2019 to lower products requiring manufacturing licence.

• Regulatory boost: Validity of defence licences issued under the Industries (Development and Regulation) Act, 1951, has been increased from 3 years to 15 years, with option of further extension up to 18 years. Implementation of end-to-end digital export authorisation system has enhanced efficiency, with over 1,500 authorisations granted in the previous financial year.

• Modernisation: 75% of modernisation budget, amounting to ? 1,11,544.83 crore, has been set aside by MoD for procurement through indigenous industries in the current financial year, showing great seriousness towards indigenisation.

^ J

Growth Drivers Self-reliance

The Atmanirbhar Bharat intitative was designed to support local industries and reduce dependence on other countries, especially for defence. Under this policy, the government has taken several steps to promote self-reliance in defence, announcing 2025 as the year of reforms.

Export Demand

India offers a diverse range of military products to other countries, including aircraft, systems for navy ships and missile technology and equipment. Despite regulatory challenges and international competition, India has a big opportunity to sell to new and emerging markets. Over the six years ending FY24, Indias defence exports have grown strongly with a CAGR of ~28% on the back of its advanced technological, affordable costs and skilled workforce.¹⁹ India exports defence equipment to over 100 countries, with the USA, France and Armenia emerging as the top buyers in 2023-24.

Modernisation

Recent conflicts have highlighted the need for fleet modernisation in defence. Consequently, the Ministry of Defence has allocated a budget of ? 1,48,722.80 crore for the modernisation of fleet.²⁰ Moving forward, the country intends to invest ?11 lakh crore

in fleet modernisation within the next 5-7 years, enhancing the sectors transformation and international competitiveness further.²¹

Maritime Reinforcement

In FY 2024-25, DRDO & Indian Navy conducted combat firing of indigenous Multi-Influence Ground Mine. India has now joined the league of technologically advanced nations including the US, Russia, China and Italy in undersea warfare capabilities.²²

Strategic Partnerships and Collaborations

Indias growing list of strategic partnerships and collaborations in defence reflects the nations position as a key player in the global geopolitics. The launch of the US-India Transforming the Relationship Utilizing Strategic Technology (TRUST) initiative is expected to boost cooperation in defence, AI, semiconductors, quantum computing, biotechnology, energy and space. Ongoing discussions are underway for a long-term defence framework aimed at strengthening ties and streamlining defence procurement between the two nations. India also signed a defence partnership with the UK with focus on next-generation military hardware and enhanced bilateral defence collaboration. Meanwhile, the nation also explored partnerships with Brazil and the UAE while strengthening ties with France, Armenia and Russia.

Outlook ^{23 24}

Moving forward, the defence budget has been targeted by the government at ?6.81 lakh crore for FY 2025-26 with a view to further strengthening the countrys military strength. Of this, 27% is targeted for capital expenditure. Defence production is likely to increase from ?1.46 lakh crore in FY 2024-25 to ?3 lakh crore by 2029, reflecting an estimated compound annual growth rate of 20% and firmly establishing India as a global leader in defence manufacturing.²⁵

The government aims to increase defence R&D investment to 6% by 2032. The National Defence Technology and Innovation Framework (NDTIF) is operationalised to

coordinate R&D, innovation and skill development. Private sector participation and MSME/start-up involvement will be supported by financial incentives and tax breaks. Additionally, regulatory and procurement processes are expected to be streamlined with a single-window clearance system and shift from lowest bidder (L1) to Quality-cum-Cost Based Selection (QCBS). In the longer term, defence production of ?8.8 lakh crore and exports of ?2.8 lakh crore are targeted by 2047. The defence budget is expected to rise to ?31.7 lakh crore with capital expenditure rising to 40% and R&D spend to 8-10% of the budget in 2047. The nation aims to attain global leadership in emerging technologies such as AI, quantum computing, hypersonics, cyber defence and autonomous systems.

The export industry holds good potential with policy measures likely to push the growth rate at around 19% between FY24 to FY29). The goal of attaining ?50,000 crore worth of defence exports by FY 2029 reflects Indias growing place in the global defence supply chain. ²⁶

Global Space Sector²⁷

As the world moves to a space-based economy, the number of launches has increased notably from a handful

a decade ago to a few every week. Emerging economies are increasingly gaining prominence along with the rise of small satellite networks. In 2024, global government space investments reached approximately $135 billion, marking a 10% increase compared to 2023. The U.S. leads global government spending, although its share has declined from over 75% in 2000 to 59% in 2024, highlighting the growing contribution from India, China and other emerging nations. The global space economy is projected to maintain growth momentum, reaching a valuation of $1.8 trillion by 2035.²⁸

Indian Space Sector³²

Indias space sector has demonstrated notable

technological accomplishments over the years. The cost-effectiveness, reliability and efficiency of the Indian Space Agency, Indian Space Research Organisation (ISRO) has come to the fore in numerous recent missions. The organisation has successfully launched satellites for communication, navigation and earth observation

and was the first in Asia and fourth in the world to have successfully accomplished an interplanetary Mars Orbiter Mission (Mangalyaan).

In FY 2024-25, India maintained high reliability in satellite applications, advanced its launch vehicle and propulsion technologies, achieved major science milestones and expanded the private space ecosystem.

Indias space programme facilitates growing capability for data collection and processing. Bhuvan NextGen, Bhoonidhi, MOSDAC and VEDAS provided extensive data access and analytics. In agriculture, near-real-time crop monitoring using EOS-06 data and Gram Panchayat-level crop yield estimation under YES-TECH continue to benefit thousands of farmers. Near-real-time flood monitoring in 16 states, with dissemination of 300 flood maps along with Flood Early Warning Systems (FLEWS), which achieved 80-85% alert success in Assam, reinforce the nations disaster management abilities.

India has developed a fleet of 19 operational communication satellites, providing 317 bent-pipe transponders and 73 Gbps high-throughput satellite (HTS) capacity. These satellites support TV, DTH, telecommunications, VSAT, radio networking and strategic communications. The Realtime Train Information System (RTIS) with the capability to track the position of 8000 trains in real-time.

Indian National Space Promotion and Authorisation Centre (IN-SPACe) continues to facilitate private sector and start-up access to ISRO infrastructure and authorisations for independent space activities. NSIL is responsible for commercial data dissemination and technology transfer to Indian industry.

Indias space programmes have nurtured several active collaborations with international agencies including NASA, ESA, JAXA, CNES, ASI and others on science missions and technology development.

The year 2024 has been a significant one for Indian space exploration. The XPoSat mission was launched on January 1, 2024 and the Aditya-L1 spacecraft was successfully inserted into a halo orbit around the first Sun-Earth Lagrange point on January 6, 2024. Additionally, August 23, 2024, marked the first National Space Day, commemorating the historic soft landing of the Chandrayaan-3 lander in the Moons South Polar Region.

Government Initiatives Increased Budget Outlay

Indias space budget has seen tremendous growth, increasing threefold from ?5,615 crores in 2013-14 to ?13,416 crores in the latest budget, a whopping 138.93% hike.³⁷ This huge investment is a testament to the countrys seriousness about becoming a world leader in space technology.

India Space Policy 2023

To facilitate this growth path, the Indian Government has initiated a number of initiatives and policy schemes like Indian Space Policy 2023 that are aimed at enhancing capabilities in technology development. Indiasresearch and development in AI, quantum technology and bioengineering is further strengthening the countrys position as a space and other emerging technology champion.

IN-SPACe

To enable private sector participation, the Department of Space (DoS) created the National Space Innovation and Applications (NSIL) and Indian National Space Promotion and Authorisation Centre (IN-SPACe). They are important facilitators for private sector involvement in space activities. The Indian government is also extending unstinted encouragement and support through initiatives like the recently cleared $120 million venture capital fund specific to the space industry.³⁸

Seed Funding Scheme

The Seed Funding Scheme is intended to enhance the involvement of private businesses, start-ups and industrial corporations to fuel and support the growing infrastructure in the space industry. Indias space industry is poised to provide a profusion of opportunities as part of the race to become a world leader.

FDI

The nation now permits 100% FDI in the space industry, thus opening up new possibilities of growth and innovation.³⁹ The open policy environment makes extensive opportunities available for international investment and cooperation in Indias burgeoning space infrastructure.

Upcoming Projects

Indias ambitious future is evident in its upcoming missions like Aditya L-1, Indias maiden space mission to research the sun, which represents the countrys push toward

space exploration. The mission has already registered major milestones and shows Indias increasing ability in deep space exploration.

Upcoming Missions also include the Venus Orbiter Mission (VOM) to study different aspects of Venus and Chandrayaan-4 aimed at collection of lunar samples. Chandrayaan-5/LuPEX mission in collaboration with the Japanese Space Agency, the Mars Lander Mission and ExoWorlds mission are in advanced study phases.

Indias third and final autonomous runway landing experiment, the RLV LEX-03, succeeded in June 2024, validating autonomous navigation and control. Design and subsystem development is underway for three- stage, partially reusable, human-rated vehicle with 30 tonne LEO capacity.

Vehicle integration for Gaganyaan-G1, Indias human spaceflight mission, commenced on December 2024, with uncrewed test flights scheduled before first crewed mission. The test flights of the Gaganyaan Mission will be initiated along with the ROBO Mission towards the end of 2025. Four crew members have been shortlisted for the mission, one of whom has been invited by the US to the International Space Station. This is a significant milestone in Indias human spaceflight technology.

Bharat Antariksh Station

Looking still further ahead, India plans to build the Bharat Antariksh Station by 2035, strengthening the countrys path toward its objective of launching its first Moon- bound astronaut by 2040. These lofty goals reflect Indias sustained vision for space exploration and its aim to become part of the select group of spacefaring countries with sophisticated human spaceflight capabilities.

Outlook

Indias contribution to the global space share is expected to rise to 8% by 2030 and further to 15% by the year 2047.⁴⁰ Indias space industry is projected grow to $44 billion by 2033.⁴¹ The sector demonstrates continued focus on self-reliance, advanced propulsion, reusable systems and increased private sector participation. The expansion of commercial launch services and satellite applications, will enhance the global competitiveness of the industry. The sectors outlook is ambitious, targeting human spaceflight, deep space exploration and a leadership role in the global space economy.

Company Overview Background

Apollo Micro Systems Limited (AMS) is a defence technology company that started in 1985 in Hyderabad. The company creates high-quality, critical solutions for defence needs. AMS specialises in electronic and mechanical systems. The company focuses on weapon electronic systems for three main defence areas:

• Ground defence

• Missile defence

• Naval defence

AMS has developed over 700 different technologies with more than 40 years of experience in aerospace and defence work. It designs, builds and supplies advanced technology systems for defence use. The Companys offerings inlcude:

• Missile systems

• Satellite and space technology

• Naval systems

• Aircraft electronics

• Homeland security

Defence and space work requires systems that can work in tough conditions. AMS builds their products using advanced technology and careful engineering to prevent failures during important defence operations. Beyond basic hardware, AMS creates integrated technology solutions for secure communications, underwater electronic warfare and air defence systems. These systems give defence clients reliable, ready-to-use capabilities designed for their specific operational needs. AMS also makes Commercial Off-the-Shelf (COTS) solutions that are specially designed and configured to meet the unique requirements of both defence and space industries. The Company is participating in over 150 Indigenous Defence Programmes. These solutions are qualified to be a part of supply chain in production phase under Development cum Production Partner (DcPP).

Manufacturing Capabilities

The Companys manufacturing units are located in Hyderabad. It maintains an ESS testing facility with regular inspections in line with DGQA standards. The Companys lab area complies with electrostatic discharge requirements, along with ESD-safe furniture and a controlled environment.

The Company is driving backward integration focus by strengthening its in-house capabilities. Its Integrated Plant for Ingenious Defence Systems (lPiDS) facility will significantly boost the production capacity making it a leading Tier- I OEM manufacturer.

The Companys Unit I will be dedicated to R&D activities, with production operations taking place in Unit II and Unit III. The Company has also invested in a new weapon integration facility at Unit- III, which will serve as the consolidated manufacturing hub, streamlining and integrating operations.

Mergers and Acquisitions

Apollo Defence Industries Pvt Ltd (ADIPL), a group company of Apollo Micro Systems Ltd, has acquired IDL Explosives Ltd from GOCL Corporation Limited. The deal is for 100% acquisition, for which Apollo paid ? 107 crore in full cash. The target company, IDL Explosives is the first Indian owned explosive company producing a full range of explosives used in mining and infrastructure activities and exporting it to more than 20 countries.

This acquisition is a strategic initiative of utmost importance for Apollo. IDL Explosives has a tremendous land holding of which only 40% is utilised. This gives Apollo a huge chance to enhance its own defence production facilities at a minimal additional cost. By having IDLs expertise inhouse, Apollo hopes to unlock cost efficiencies, become a full-fledged one-stop solution for its clients and be set up to bid on bigger and more lucrative projects, all while expanding its brand into new areas.

Further, the Company has entered a joint development MOU with Garden Research Shipbuilders & Engineers for developing underwater weapons and vehicles, air defence systems and advanced electronic systems. It has entered into a consortium agreement with Redon Systems Pvt Ltd to jointly manufacture systems for loitering munition and allied systems. The Company also entered into a strategic business partnership with Troop Comforts Ltd to reinforce joint manufacturing, marketing and development of advanced air-defence systems.

Financial Performance

Revenue from operation achieved during FY2025 was ?56,206.92 lakhs, as against ?37,163.42 lakhs in the previous year, registering 51.24% year-on-year growth.

Profit before tax (PBT) was recorded at ?8,380.43 lakhs against ?4,489.91 lakhs during the previous year.

Profit after tax (PAT) for the year stood at ?5,724.16 lakhs against ?3,166.90 lakhs in the previous year.

For FY25, EBITDA grew by 54% YoY to E12,921 lakhs in FY2025, compared to E8387 lakhs in FY24.

EBITDA margin for FY25 stood at 23.27%, improved by 1.87% bps on a YoY basis.

Total borrowings of AMS as of March 31, 2025 stood at E33,535 as compared to E20,604 lakhs as on March 31, 2024.

AMSs interest cost in FY24 increased by 12.68% from E2,236.85 lakhs in FY23 to E3,030.15 lakhs.

As on March 31st March, 2025, the Companys Equity Capital stood at E3,064.90 lakhs compared to E2,823.59 lakhs as of 31st March, 2024.

The Companys tangible asset as of 31st March, 2025, stood at E17,584 lakhs vis-a-vis E14,181 lakhs as on 31st March, 2024, an increase of 23.99%.

Cash and cash equivalents as of 31st March, 2025 stood at E21.58 lakhs as compared to E18.65 lakhs as on 31st March, 2024, an increase of 15.70%.

Summary (E in lakhs)

Metric	FY25	FY24	% Change
Revenue	56,206.92	37,163.42	51.24
Gross profit	16,510.31	11,318.83	45.87
Total opex	8,534.71	7,092.29	20.34
EBIDTA	13,326.72	8,649.62	54.07
Depreciation	1,531.94	1,129.56	35.62
EBIT	11,794.78	7,520.06	56.84
Finance cost	3,414.35	3,030.15	12.68
Profit before Tax (PBT)	8,380.43	4,489.91	86.65
Profit after Tax (PAT)	5,724.16	3,166.90	80.75

Summary of Balance Sheet (E in lakhs)

Metric	FY25	FY24
Equity and Liabilities
Equity Share Capital	3,064.90	2,823.59
Other Equity	57,797.00	49,115.40
Non-current Liabilities	8,448.50	4,527.00
Current Liabilities	56,913.37	39,023.96
Total Equity and Liabilities	1,26,223.76	95,489.95
Assets
Non-current Assets	27,335.00	18.813.90
Fixed Assets	23,956.14	16,761.81
Current Assets	98,908.76	1,354.52
Total Assets	1,26.223.76	95,489.95

Key Financial Ratios

The table below outlines key financial ratios, with detailed explanations provided for any significant changes (i.e., a change of 25% or more compared to the previous financial year).

Key Ratio	FY25	FY24	Reason for Change
Profitability Ratios
Gross Profit Margin	29.37%	30.46%	-
EBITDA Margin	23.71%	23.27%	-
EBIT Margin	20.98%	20.24%	-
Operating Profit Margin (%)	20.26%	19.53%	-
Profit Before Tax Margin	14.91%	12.08%	-
Profit After Tax Margin (%)	10.18%	8.52%	-
Return Ratios
Return on Equity (RoE)	10.15	7.01	-
Return on Capital Employed (RoCE)	0.17	0.13	-
Return on Net Worth (RoNW)	9.41	6.10	-
Leverage & Coverage Ratios
Net debt-to-equity ratio	1.07	0.84	-
Interest coverage ratio	3.45	2.48	-
Efficiency & Liquidity Ratios
Inventory turnover	0.77	0.67	-
Debtors turnover ratio	2.37	1.95	-
Current ratio	1.74	1.98	-

Significant Changes in Key Financial Ratios

This table highlights key financial ratios that have changed by 25% or more in FY24 compared to the previous financial year.

Key Financial Ratio ^	FY25	FY24	% Change
Debt service coverage ratio	7.28	16.41	(55.62)
Return on equity ratio	10.15	7.91	44.73
Trade receivable turnover ratio	2.37	1.95	21.95
Net profit ratio	10.18	8.52	19.51

Outlook

Moving forward, Apollo Micro Systems Limited aims to reinforce its R&D foundation to drive innovation and develop cutting-edge technologies in defence and strategic electronics. The Companys strategy is focused on moving up the value chain to become a global Original Equipment Manufacturer (OEM), delivering complete, high-reliability solutions. The Company aims to expand its presence in the Indian market by leveraging indigenous capabilities and aligning with national defence initiatives. Simultaneously, it seeks to grow its footprint in international markets by offering advanced, export-ready systems. This integrated approach positions the Company for sustainable growth, technological leadership and global competitiveness in the years ahead.

Risk Management

The Companys operations involves working in a multifaceted and ever-evolving regulated environment, which comes with numerous threats. The Company applies a formal risk management process to address these issues. This entails collaboration with all department heads and senior management to recognise possible internal and external threats to the Companys objectives. Important risks that are tracked comprise regulatory alterations, competition, technology, cybersecurity, economic and political influences and ESG issues. The entire risk management policy is reviewed each year by the senior leadership to ensure it continues to be effective, protecting the interests of the company and its stakeholders.

Human Resource

The Company recognises its employees as the pillars of its success and values their well-being, development and protection. It strives to provide a safe and supportive working environment that celebrates diversity and supports individual growth. The Companys success has been largely due to our capacity for discovering, cultivating and retaining brilliant people, backed by ongoing training schemes and a participative team culture. In order to provide a safe working environment, it has in place extensive health and safety policies and sensitivity programs in all offices and manufacturing plants. As of March 31, 2025, the company had more than 405 employees.

Health and Safety

The Company has established comprehensive health and safety policies and procedures, supported by regular training and awareness programs for all its staff. The Company makes active efforts to identify and minimise any potential occupational health and safety risks across its operations. It has implemented an array of safety measures throughout its corporate office and manufacturing facilities to effectively identify and address health and safety hazards while improving performance in these areas.

Internal Control Systems

In order to maintain operational integrity, the company maintains an internal control system that is appropriate for its size and complexity, for which responsibility rests with the Board of Directors. The principal objectives of these controls are to safeguard company assets, provide reasonable assurance the financial and operating data are accurate, adhere to the laws and ensure corporate policies are applied. An independent internal audit staff, reporting to the Audit Committee Chairman, reviews these systems on a regular basis. From their findings, managers implement corrective actions to improve the control environment overall.

Cautionary Statement

The MDA section contains forward-looking statements about the Companys future prospects. These statements involve both known and unknown risks and uncertainties that could significantly impact actual results. Additionally, the Company faces unforeseen and ever-evolving risks in its operating environment. The assumptions in the report are based on internal and external information, forming the foundation for specific facts and figures. However, its essential to recognise that these assumptions may evolve over time, leading to corresponding adjustments in estimates. These forward-looking statements reflect the Companys current intentions, beliefs, or expectations and are relevant as of their original date. Please note that the Company is not obligated to revise or update these forward-looking statements, regardless of any new information, future events, or changing circumstances.

Notice

Notice is hereby given that the Twenty Eighth (28th)

Annual General Meeting ("AGM”) of the Members of Apollo

Micro Systems Limited ("the Company”) will be held on

Tuesday, the 16th day of September, 2025 at 11:30 A.M.

(1ST) through Video Conferencing ("VC”) / Other AudioVisual Means ("OAVM”) to transact the following business:

ORDINARY BUSINESS

1. Adoption of Audited Standalone Financial Statements

To receive, consider and adopt the audited standalone financial statements of the Company for the financial year ended 31st March, 2025, together with the Reports of the Board of Directors and the Auditors thereon and, in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution:

RESOLVED THAT the audited standalone financial statements of the Company for the financial year ended 31st March, 2025 including the Audited Balance Sheet as at 31st March, 2025; the Statement of Profit & Loss and the Cash Flow Statement for the year ended on that date along with the Schedules and Notes thereto and the reports of the Board of Directors and Auditor thereon as circulated to the members with the Notice of the Annual General Meeting and submitted to this meeting be and are hereby considered and adopted.

2. Adoption of Audited Consolidated Financial Statements

To receive, consider and adopt the audited consolidated financial statements of the Company for the financial year ended 31st March, 2025 together with the Reports of the Auditors thereon and, in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution:

RESOLVED THAT the audited consolidated financial statements of the Company for the financial year ended 31st March, 2025 including the Audited Balance Sheet as at 31st March, 2025; the Statement of Profit & Loss and the Cash Flow Statement for the year ended on that date along with the Schedules and Notes thereto and the report of Auditor thereon as circulated to the members with the Notice of the Annual General Meeting and submitted to this meeting be and are hereby considered and adopted

3. Declaration of Dividend on the Equity Shares.

To declare a final dividend on equity shares for the financial year ended as on 31st March, 2025 and, in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT a final dividend at the rate of ? 0.25 per equity share of ? 1/- (Rupee One) each fully paid- up of the Company, as recommended by the Board of Directors, be and is hereby declared for the financial year ended as on 31st March, 2025 and the same be paid out of the profits of the Company.”

4. Re-appointment of Ms. Kavya Gorla as Director, liable to retire by rotation

To appoint a Director in place of Ms. Kavya Gorla [DIN: 06407238], who retires by rotation and, being eligible, offers herself for re-appointment and, in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and Companies (Appointment and Qualification of Directors) Rules, 2014 Ms. Kavya Gorla having [DIN: 06407238], who retires by rotation and being eligible offers herself for re-appointment, be and is hereby re-appointed as a Director of the Company, who is liable to retire by rotation.”

SPECIAL BUSINESS

5. Ratification of Remuneration of Cost Auditors

To consider the ratification of remuneration payable to Cost Auditors Messrs G H REDDY & ASSOCIATES, Cost Accountants (Firm Registration Number - 002110) and, in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution

"RESOLVED THAT pursuant to Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Company hereby ratifies the remuneration of ? 1,50,000/- (Rupees One Lakh Fifty thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses payable to

Messrs G H REDDY & ASSOCIATES, Cost Accountants (Firm Registration Number - 002110), who have been appointed by the Board of Directors on the recommendation of the Audit Committee, as the Cost Auditors of the Company, to conduct the audit of the cost records maintained by the Company for the Financial Year ending March 31, 2026.

RESOLVED FURTHER THAT the Board of Directors and/or any person authorised by the Board, be and is hereby severally authorized to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”

6. To appoint Secretarial Auditors of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to Section 204 and other applicable provisions, if any, of the Companies Act, 2013, Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”), other applicable laws/statutory provisions, if any, as amended from time to time, M/s MNM & Associates, Practising Company Secretaries (Firm Registration Number (P2017TL059600) be and are hereby appointed as Secretarial Auditors of the Company for a term of five consecutive years commencing from financial year 2025-26 till financial year 2029-30, at such fees, plus applicable taxes and other out-of-pocket expenses as may be mutually agreed upon between the Board of Directors of the Company and the Secretarial Auditors.”

7. To consider and approve material Related Party Transactions

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act, 2013 read with the rules framed thereunder (including any statutory amendment(s) or re-enactment(s) thereof, for the time being in force, if any), and in terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”), as amended from time to time,

the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company ("Board”), for entering into and / or carrying out and / or continuing with existing contracts / arrangements / transactions or modification(s) of earlier / arrangements / transactions or as fresh and independent transaction(s) or otherwise (whether individually or series of transaction(s) taken together or otherwise), with below mentioned entities during the financial year 2025-26 as per the details set out in the explanatory statement annexed to this notice, notwithstanding the fact that the aggregate value of all these transaction(s) may exceed the prescribed thresholds as per provisions of the SEBI Listing Regulations as applicable from time to time, provided, however, that the said contract(s)/arrangement(s)/ transaction(s) shall be carried out at an arms length basis and in the ordinary course of business of the Company.

S. No	Name of Related Party	Nature of Relationship
1.	Ananya SIP RF Technologies Private Limited	Subsidiary
2.	Apollo Defence Industries Private Limited	Subsidiary
3.	Apollo Strategic Technologies Private Limited	Step down Subsidiary
4.	Apollo Food and Beverages Private Limited	Common Director(s)

RESOLVED FURTHER THAT the Board be and is hereby authorized to execute all such agreements, documents, instruments and writings as deemed necessary, with power to alter and vary the terms and conditions of such contracts/ arrangements / transactions, settle all questions, difficulties or doubts that may arise in this regard.

8. Approval for giving Loan or Guarantee or providing Security in connection with loan availed by Apollo Defence Industries Private Limited pursuant to Section 185 of the Companies Act, 2013

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 185 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act”) and the Companies (Meeting of Board and its Powers) Rules, 2014 and in accordance with the applicable

provisions of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations”), (including any statutory modification(s), clarification(s), substitution(s) or reenactment^) thereof for the time being in force), consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the "Board” which term shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise its powers, including the powers conferred by this Resolution) for giving loan(s) in one or more tranches including loan represented by way of book debt (the "Loan”) to, and/or giving of guarantee(s), and/or providing of security(ies) in connection with any Loan taken/to be taken by Apollo Defence Industries Private Limited, subsidiary of the Company up to a sum not exceeding ?.1,500 Crores (Rupees One Thousand Five Hundred Crores only) at any point of time, in its absolute discretion deem beneficial and in the best interest of the Company.”

"RESOLVED FURTHER THAT the Board is hereby authorised to negotiate, finalise agree the terms and conditions of the aforesaid loan / guarantee /security and to do all such acts, deeds and things as may be necessary and incidental including signing and/or execution of any deeds / documents / undertakings / agreements / papers / writings for giving effect to this Resolution.”

9. Approval for giving Loan or Guarantee or providing Security in connection with loan availed by Apollo Strategic Technologies Private Limited pursuant to Section 185 of the Companies Act, 2013

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 185 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act”) and the Companies (Meeting of Board and its Powers) Rules, 2014 and in accordance with the applicable provisions of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations”), (including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force), consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the "Board” which term shall include any Committee constituted by the Board or any person(s)

authorized by the Board to exercise its powers, including the powers conferred by this Resolution) for giving loan(s) in one or more tranches including loan represented by way of book debt (the "Loan”) to, and/or giving of guarantee(s), and/or providing of security(ies) in connection with any Loan taken/ to be taken by Apollo Strategic Technologies Private Limited, step-down subsidiary of the Company , up to a sum not exceeding ?.1,500 Crores (Rupees One Thousand Five Hundred Crores only) at any point of time, in its absolute discretion deem beneficial and in the best interest of the Company.”

"RESOLVED FURTHER THAT the Board is hereby authorised to negotiate, finalise agree the terms and conditions of the aforesaid loan / guarantee /security and to do all such acts, deeds and things as may be necessary and incidental including signing and/or execution of any deeds / documents / undertakings / agreements / papers / writings for giving effect to this Resolution.”

10. Approval for giving Loan or Guarantee or providing Security in connection with loan availed by Ananya SIP RF Technologies Private Limited pursuant to Section 185 of the Companies Act, 2013

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 185 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act”) and the Companies (Meeting of Board and its Powers) Rules, 2014 and in accordance with the applicable provisions of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations”), (including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force), consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the "Board” which term shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise its powers, including the powers conferred by this Resolution) for giving loan(s) in one or more tranches including loan represented by way of book debt (the "Loan”) to, and/or giving of guarantee(s), and/or providing of security(ies) in connection with any Loan taken/ to be taken by Ananya SIP RF Technologies Private Limited, subsidiary of the Company , up to a sum not exceeding ?.1,500 Crores (Rupees One Thousand Five Hundred Crores only) at any point of time, in its

absolute discretion deem beneficial and in the best interest of the Company.”

"RESOLVED FURTHER THAT the Board is hereby authorised to negotiate, finalise agree the terms and conditions of the aforesaid loan / guarantee /security and to do all such acts, deeds and things as may be necessary and incidental including signing and/or execution of any deeds / documents / undertakings / agreements / papers / writings for giving effect to this Resolution.”

11. Approval for giving Loan or Guarantee or providing Security in connection with loan availed by Apollo Food and Beverages Private Limited pursuant to Section 185 of the Companies Act,

2013

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 185 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act”) and the Companies (Meeting of Board and its Powers) Rules,

2014 and in accordance with the applicable provisions of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations”), (including any statutory modification(s),

clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force), consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the "Board” which term shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise its powers, including the powers conferred by this Resolution) for giving loan(s) in one or more tranches including loan represented by way of book debt (the "Loan”) to, and/or giving of guarantee(s), and/or providing of security(ies) in connection with any Loan taken/to be taken by Apollo Food and Beverages Private Limited, a company in which Directors of the Company are interested as specified in the explanation to subsection 2 of section 185 of the Act, up to a sum not exceeding ?/l,500 Crores (Rupees One Thousand Five Hundred Crores only) at any point of time, in its absolute discretion deem beneficial and in the best interest of the Company.”

"RESOLVED FURTHER THAT the Board is hereby authorised to negotiate, finalise agree the terms and conditions of the aforesaid loan / guarantee /security and to do all such acts, deeds and things as may be necessary and incidental including signing and/or execution of any deeds / documents / undertakings / agreements / papers / writings for giving effect to this Resolution.”

Notes:

1. The Ministry of Corporate Affairs ("MCA”) permitted holding of the AGM through VC/OAVM, without physical presence of the Members at a common venue. In compliance with the MCA Circulars and SEBI Circulars, the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the 28th AGM of the Company is being held through VC/OAVM. The Registered Office of the Company shall be deemed to be the venue for the AGM. [General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, in relation to "Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013”, General Circular Nos. 20/2020 dated May 5, 2020 and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024 in relation to "Clarification on holding of AGM through VC/ OAVM, collectively referred to as "MCA Circulars” and SEBI Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated 12 May 2020, SEBI/HO/CFD/ CMD2/CIR/P/2021/11 dated 15 January 2021, SEBI/ HO/CFD/CMD2/CIR/P/2022/62 dated 13 May 2022 and SEBI/HO/DDHS/DDHSRACPOD1/ P/ CIR/2023/001 dated 5 January 2023 and SEBI/HO/CFD/CFD- PoD-2/P/CIR/2023/167 dated 7 October 2023 and latest SEBI Circular No. SEBI/HO/CFD/CFD-PoD2/P/ CIR/2024/133 dated October 3, 2024].

2. The Statement, pursuant to Section 102 of the Companies Act, 2013, as amended (Act) setting out material facts concerning the business with respect to Item No.s 5-11 forms part of this Notice. Additional information, pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (SEBI Listing Regulations) and Secretarial Standard - 2 on General Meetings/issued by The Institute of Company Secretaries of India, in respect of Director retiring by rotation seeking reappointment at this Annual General Meeting (Meeting or AGM) is furnished as an Annexure to the Notice.

3. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

4. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

5. Dispatch of Annual Report through Electronic Mode:

In compliance with the MCA Circulars and SEBI Circular, Notice of the AGM along with the Annual Report 2024-25 is being sent only through electronic mode to those Members whose e-mail address is registered with the Company/ Depository Participants. Members may note that the Notice and Annual Report 2024-25 will also be available on the Companys website https://apollo-micro.com/ investors/ , websites of the Stock Exchanges, that is, BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com , respectively, CDSL i.e. www.evotingindia.com and on the website of Companys Registrar and Transfer Agent, Bigshare Services Private Limited ("Bigshare”) at www.bigshareonline.com

6. To support Green Initiative for receiving all communication (including Annual Report) from the Company electronically:

Members holding shares in dematerialised mode are requested to register / update their e-mail address with the relevant Depository Participant.

7. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of contracts or arrangements in which the Directors are interested under Section 189 of the Act and all other documents referred to in the Notice will be available for inspection in electronic mode. Members seeking to inspect such documents can send an e-mail to cs@ apollo-micro.com .

8. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to mnmandassociates@ gmail.com with a copy marked to cs@apollo-micro.com

However, the Body Corporate are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting.

9. The Company has fixed Tuesday, 09th September, 2025 as the Record Date for determining entitlement of members to dividend for the financial year ended 31st March, 2025, if approved at the AGM.

10. Subject to the provisions of the Act, the dividend as recommended by the Board of Directors for the financial year 2024-25, if approved/declared at the AGM, the payment of such dividend subject to deduction of tax at source will be made within a period of 30 days from the date of declaration, to all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited ("NSDL”) and the Central Depository Services (India) Limited ("CDSL”), collectively "Depositories”, as of the close of business hours on Tuesday, 09th September, 2025 the Record Date.

11. Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF”). The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. The Interim Dividend declared for the financial year 2018-19 would be the first to become due for transfer to IEPF in December, 2025. The Final Dividend declared for the financial year

2019- 20 would be due for transfer to IEPF in October,

2027, the Final Dividend declared for the financial year

2020- 21 would be due for transfer to IEPF in October,

2028, the final Dividend declared for the financial year 2021-22 would be due for transfer to IEPF in October, 2029, the final dividend declared for the 2022-23 would be due for transfer to IEPF in October 2030, the final dividend declared for the financial year 2023-24 would be due for transfer in IEPF in October, 2031. Members, who have not claimed the Unpaid Dividend so far, are requested to make their claim to the Companys Registrar & Transfer Agents (R & T Agents).

Pursuant to the provisions of the Companies act, 2013, rules made there under and IEPF rules the details of the unpaid/unclaimed dividend of the shareholders w.r.t to the interim dividend declared for the FY 201819, Final Dividend declared for the financial year 2019-20, Final Dividend declared for the financial year 2020-21, Final Dividend declared for the financial year 2021-22, Final Dividend declared for the financial

year 2022-23 and Final Dividend declared for the financial year 2023-24 is available on the website of the Company under the section "Investors”.

Members may please note that in the event of transfer of such shares and the unclaimed dividends to IEPF, members are entitled to claim the same from IEPF authorities by submitting an online application in the prescribed Form IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same duly signed to the Company along with the requisite documents enumerated in the Form IEPF- 5.

Members are requested to refer to the Corporate Governance Report for information in connection with the unpaid / unclaimed dividend along with underlying shares thereto liable to be transferred to Investor Education and Protection Fund (IEPF) administered by the Central Government. Members are requested to refer the website of the Company for the details made available by the Company pursuant to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017.

12. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their Depository Participants in case the shares are held in electronic form and to the Companys RTA (Bigshare Services Private Limited) in case the shares are held in physical form.

13. Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before by 03rd September, 2025 to email id cs@apollo-micro. com . The same will be replied the Company suitably.

14. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

15. As per the provisions of Section 72 of the Act and SEBI Circular, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/ she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the Companys

website https://apollo-micro.com/investors/ .

Members are requested to submit the said details to their DP in case the shares are held by them in dematerialized form and to RTA in case the shares are held in physical form.

16. Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their PAN with the Company/ RTA (in case of shares held in physical mode) and depositories (in case of shares held in demat mode).

A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by email to cs@ apollo-micro.com by 11:59 p.m. 1ST on Wednesday, 03rd September, 2025. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%. Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending an email to cs@ apollo-micro.com . The aforesaid declarations and documents need to be submitted by the shareholders on or before by 11:59 p.m. 1ST on Wednesday, 03rd September, 2025.

17. The Companys Registrar and Transfer Agent for

its share registry work is Bigshare Services Private Limited (herein after referred to as "RTA”). All documents, transfers, dematerialization requests and other communications in relation thereto should be addressed directly to the Companys Registrar & Share Transfer Agents, at the address mentioned below: M/s. Bigshare Services Private Limited

M/s. Bigshare Services Private Limited (Unit: Apollo Micro Systems Limited)

306, Right Wing, 3rd Floor, Amrutha Ville, Opp: Yashoda Hospital, Rajbhavan Road,

Hyderabad - 500 082 (India)

Tel : 040-4014 4582,

Email: bsshyd@bigshareonline.com Website: www.bigshareonline.com

18. As directed by SEBI, Members are requested to-

i) Intimate to the DP, changes if any, in their registered addresses and/or changes in their bank account details, if the shares are held in dematerialized form.

ii) Consolidate their holdings into one folio in case they hold Shares under multiple folios in the identical order of names.

SEBI vide its circular dated November 03, 2021 (subsequently amended by circulars dated December 14, 2021, March 16, 2023 and November 17, 2023) mandated that the security holders (holding securities in physical form), whose folio(s) do not have PAN or Choice of Nomination or Contact Details or Mobile Number or Bank Account Details or Specimen Signature updated, shall be eligible for any payment including dividend, interest or redemption in respect of such folios, only through electronic mode with effect from April 01, 2024.

19. The Securities and Exchange Board of India has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form who have not done so are requested to submit the PAN to their Depository Participant with whom they are maintaining their demat accounts.

20. The Company has appointed M/s. MNM & Associates, Company Secretaries represented by Mrs. Sridevi Madati, Practising Company Secretary (Membership No. F6476 and CP No. 11694) as the Scrutinizer to conduct the voting process (e-voting and poll) in a fair and transparent manner.

21. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast during the AGM, thereafter unblock the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the AGM, a consolidated Scrutinizers Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.

22. The result declared along with the Scrutinizers Report shall be placed on the Companys website https://apollo-micro.com/investors/ under the section "Investors” and on the website of CDSL https://www. evotingindia.com immediately. The Company shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed.

23. CDSL e-Voting System - For e-voting and Joining

Virtual meetings.

a. The general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide MCA Circulars. The forthcoming AGM will thus be held through video conferencing (VC) or other audio-visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.

b. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Votings agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.

c. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

d. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

e. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available

for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/ OAVM and cast their votes through e-voting.

f. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at https:// apollo-micro.com/investors/ . The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e.www.evotinqindia.com .

g. The AGM will be convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circulars as stated above.

THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING

AND JOININGVIRTUAL MEETINGSARE AS UNDER:

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

(i) The e-voting period begins on Saturday, 13th September, 2025 (09:00 A.M. 1ST) and ends on Monday, 15th September, 2025 (05:00 P.M. 1ST). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 09th September, 2025 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/ CMD/CIR/P/2020/242 dated December 09, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,

listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders resolutions. However, it has been observed that the participation by the public noninstitutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only

facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on

e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method
Individual	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user
Shareholders	id and password. Option will be made available to reach e-Voting page without any further
holding securities	authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/
in Demat mode	myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New
with CDSL	System Myeasi.
Depository	2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers website directly.
	3) If the user is not registered for Easi/Easiest, option to register is availableathttps://web. cdslindia.com/myeasi/Registration/EasiRegistration
	4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLoginThe system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Provider
Type of shareholders	Login Method
Individual	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of
Shareholders	NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either
holding securities	on a Personal Computer or on a mobile. Once the home page of e-Services is launched,
in demat mode	click on the "Beneficial Owner” icon under "Login” which is available under IDeAS section.
with NSDL	A new screen will open. You will have to enter your User ID and Password. After successful
Depository	authentication, you will be able to see e-Voting services. Click on "Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available at https:// eservices.nsdl.com . Select "Register Online for IDeAS "Portal or click at https://eservices. nsdl.com/SecureWeb/ldeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:// www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login” which is available under Shareholder/ Member section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting 4) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/ evotinglogin.jsp. You will have to enter your 8-digit DP lD,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Individual	You can also login using the login credentials of your demat account through your Depository
Shareholders	Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will
(holding	be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to
securities in	NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting
demat mode)	feature. Click on company name or e-Voting service provider name and you will be redirected
login through	to e-Voting service provider website for casting your vote during the remote e-Voting period or
their Depository Participants (DP)	joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a reauest at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800 21 099 11
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a reauest at evotinq@nsdl.co.in or call at toll free no.: 022-48867000 and 022-24997000

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and nonindividual shareholders in demat mode.

(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

1) The shareholders should log on to the e-voting website www.evotinqindia.com .

2) Click on "Shareholders” module.

3) Now enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

4) Next enter the Image Verification as displayed and Click on Login.

5) If you are holding shares in demat form and had logged on to www.evotinqindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
pan	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) * Shareholders who have not updated their PAN with the Company/Depository Participant are reQuested to use the seQuence number sent by Company/RTA or contact Company/RTA.
Dividend Bank	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded
Details	in your demat account or in the company records in order to login.
OR Date of Birth	• If both the details are not recorded with the depository or company, please enter
(dob)	the member id / folio number in the Dividend Bank details field.

(vi) After entering these details appropriately, click on "SUBMIT” tab.

(vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach Password Creation menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(ix) Click on the EVSN for the relevant <Company Name> (in our case, select "Apollo Micro Systems Limited”) on which you choose to vote.

(x) On the voting page, you will see "RESOLUTION DESCRIPTION” and against the same the option "YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xi) Click on the "RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xii) After selecting the resolution, you have decided to vote on, click on "SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on "OK”, else to change your vote, click on "CANCEL” and accordingly modify your vote.

(xiii) Once you "CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xiv) You can also take a print of the votes cast by clicking on "Click here to print” option on the Voting page.

(xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xvi) There is also an optional provision to upload BR/

POA if any uploaded, which will be made available

to scrutinizer for verification.

(xvii) Additional Facility for Non - Individual

Shareholders and Custodians -For

Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia. com and register themselves in the "Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk. evoting@cdslindia.com .

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; srimadati@gmail.com and cs@apollo-micro. com (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

(i) The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting.

(ii) The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

(iii) Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

(iv) Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

(v) Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

(vi) Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

(vii) Shareholders who would like to express their views/ ask questions during the meeting may register themselves as a speaker by sending their request in advance on or before 03rd September 2025, 11:59 P.M. mentioning their name, demat account number/ folio number, email id, mobile number at company email id cs@apollo-micro.com . The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance on or before 03rd September 2025, 11:59 P.M. mentioning their name, demat account number/folio number, email id, mobile number at the company email id cs@apollo-micro. com . These queries will be replied to by the company suitably by email.

(viii) Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

(ix) Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

(x) If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE

EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE

COMPANY/DEPOSITORIES.

1. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

2. For Individual Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia. com or contact at toll free no. 1800 210 9911

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call toll free no. 1800 210 9911.

DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING [PURSUANT TO REGULATION 36(3) OF THE SEBI LISTING REGULATIONS AND SECRETARIAL STANDARDS ON GENERAL MEETINGS]

Particulars	Mr. Kavya Gorla
Director Identification Number (DIN)	06407238
Date of Birth / Age	19/07/1984 (41 Years)
Date of first appointment on the Board	13/10/2022
Educational Qualification	She has a Graduate degree in the field of Electronics and Communication Engineering. Her passion for airplanes led her to pursue flight training in Florida, United States of America. She has been a qualified pilot since 2007.
Experience (including expertise in specific functional areas) / Brief Resume	She has industry experience working as a qualified pilot with Air Deccan, Kingfisher Airlines, and Jet Airways. Her last flight assignment was with Jet Airways India Limited. She has extensive knowledge in the design and application of Airplane Aerodynamics, Airplane Engines, Avionics, and Radio Navigation Systems. She is presently pursuing entrepreneurial ventures in the manufacture of heavy engineering applications in the fields of Mining, Automobile, Oil and Gas, and Electrical Infrastructure.
Directorships /Partnerships held in other companies/LLPs	ONI Manufacturing LLP
Memberships/ Chairmanships of	Apollo Micro Systems Limited-Member of Nomination and Remuneration
committees across companies	Committee and Corporate Social Responsibility Committee
Details of Resignation from listed entities in the past three years	nil
Relationship with other Directors/Key Managerial Personnel	nil
No. of shares held in the Company either by self or on a beneficial basis for any other	nil

For details regarding the number of meetings of the Board/Committees attended by the above Director during the year and remuneration drawn/sitting fees received, please refer to the Boards Report and the Corporate Governance Report forming part of the Annual Report.

In terms of the provisions of Section 152(6) of the Act, Ms Kavya Gorla (DIN: 06407238), retires by rotation at the meeting. The Board of Directors recommends her re-appointment.

EXPLANATORY STATEMENT

(PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013)

Item 5: Ratification of Remuneration of Cost Auditors:

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to undertake the audit of its cost records for products covered under the Companies (Cost Records and Audit) Rules, 2014 to be conducted by a Cost Accountant in practice.

In compliance with the above, the Audit Committee of the Company at its meeting held on 23rd May, 2025 considered the appointment of Messrs G H REDDY & ASSOCIATES, Cost Accountants (Firm Registration Number-002110) as the Cost Auditors of the Company for FY 2025-26. At the said meeting, the Audit Committee also considered the remuneration of ?1,50,0000/- (plus applicable taxes and reimbursement of out-of-pocket expenses) payable to the Cost Auditors for FY 2025-26.

In making the decision on the appointment and remuneration of the Cost Auditors, the Audit Committee considered the Cost Auditors performance during the previous year in examining and verifying the accuracy of the cost accounting records maintained by the Company. Accordingly, the Audit Committee recommended to the Board, the appointment of Messrs G H REDDY & ASSOCIATES, Cost Accountants (Firm Registration Number - 002110) as the Cost Auditors of the Company for FY 2025-26 at a remuneration of ? 1,50,0000/- (plus applicable taxes and reimbursement of out-ofpocket expenses).

The Board, on the recommendation of the Audit Committee approved the appointment of Messrs G H REDDY & ASSOCIATES, Cost Accountants (Firm Registration Number - 002110) as the Cost Auditors of the Company for the FY 2025-26. The Board, also on the recommendations of the Audit Committee approved the remuneration of Rs.1,50,0000/- (excluding applicable taxes and reimbursement of out-of-pocket expenses) payable to Cost Auditors for FY 2025-26.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board is required to be ratified by the Members of the Company.

The consent of the Members is sought for passing an Ordinary Resolution as set out at Item No. 5 of the Notice for ratification of the remuneration payable to the Cost Auditor of the Company for the Financial Year ending March 31, 2026.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned or interested whether financially or otherwise in the Resolution mentioned at Item No. 5 of the Notice.

The Board recommends the Resolution set forth in Item No. 5 for the approval of the Members as Ordinary Resolution.

Item No.6 To Appoint Secretarial Auditors of the Company

The Board at its meeting held on 23rd May, 2025 based on recommendation of the Audit Committee, after evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., has approved the appointment of M/s MNM & Associates, Practising Company Secretaries, a peer reviewed firm (Firm Registration Number: P2017TL059600) as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members.

The appointment of Secretarial Auditors shall be in terms of the amended Regulation 24A of the SEBI Listing Regulations vide SEBI Notification dated December 12, 2024 and provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

M/s MNM & Associates, is a well-known firm of Practising Company Secretaries founded in 2016 and based in Hyderabad. The firm has a rich history that stretches over more than 8 years, and the team is mentored by a senior professional of repute, who has 21 years of experience in corporate, secretarial affairs, legal, regulatory matters, compliance and liaison work. Further, the firm boasts a diverse and distinguished client base, encompassing local, national and international corporates across a broad range of sectors. MNM & Associates deployed a team of professionals, demonstrating their expertise and proficiency in handling secretarial audit of our Company.

The Firm is Renowned for its commitment to quality and precision, the firm has been Peer Reviewed by the Institute of Company Secretaries of India (ICSI), ensuring the highest standards in professional practices.

M/s MNM & Associates, has confirmed that the firm is not disqualified and is eligible to be appointed as Secretarial Auditors in terms of Regulation 24A of the SEBI Listing Regulations. The services to be rendered by M/s MNM & Associates, as Secretarial Auditors is within the purview of the said regulation read with SEBI circular no. SEBI/ HO/CFD/ CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024.

The proposed fees in connection with the secretarial audit shall be as decided by the Board of Directors of the Company in consultation with the Secretarial Auditors, for FY 2026, and for subsequent year(s) of their term, such fees as may be mutually agreed between the Board of Directors and M/s MNM & Associates.

In addition to the secretarial audit, M/s MNM & Associates, shall provide such other services in the nature of certifications and other professional work, as approved by the Board of Directors. The relevant fees will be determined by the Board, as recommended by the Audit Committee in consultation with the Secretarial Auditors.

The Board recommends the Ordinary Resolution as set out in Item No. 6 of this Notice for approval of the Members.

None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives are concerned or interested, in the Resolution set out in Item No. 6 of this Notice.

Item No. 7 To consider and approve material Related Party Transactions

The provisions of the SEBI Listing Regulations, as amended by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, effective April 1, 2022, mandates prior approval of members by means of an ordinary resolution for all material related party transactions and subsequent material modifications as defined by the audit committee, even if such transactions are in the ordinary course of business of the concerned company and at an arms length basis. Effective from April 1, 2022, a transaction with a related party shall be considered as material if the transaction(s) to be entered

into, either individually or taken together with previous transactions during a financial year, whether directly and/or through its subsidiary(ies), exceed(s) 1,000 crore, or 10% of the annual consolidated turnover as per the last audited financial statements of the listed entity, whichever is lower.

During the financial year 2025-26, the Company and few of its subsidiary(ies)/related entities, propose to enter into certain related party transaction(s) as mentioned below, on mutually agreed terms and conditions, and the aggregate of such transaction(s), is expected to cross the applicable materiality thresholds as mentioned above. Accordingly, as per the SEBI Listing Regulations, prior approval of the Members is being sought for all such arrangements / transactions proposed to be undertaken by the Company and the subsidiaries/related entities as mentioned in the resolution. All the said transactions shall be in the ordinary course of business and on an arms length basis. The Audit Committee has, on the basis of relevant details provided by the management as required by the law, reviewed and approved the said transaction(s), subject to approval of the Members, while noting that such transaction shall be on arms length basis and in the ordinary course of business and are in accordance with the Related Party Policy of the Company.

The Board of Directors recommend the said resolution as set out in item no. 7 of this Notice, for your approval. The Members may note that in terms of the provisions of the SEBI Listing Regulations, the related parties as defined thereunder (whether such related party(ies) is a party to the aforesaid transactions or not), shall not vote to approve the said resolution.

Mr. Baddam Karunakar Reddy Managing Director and Mr. Addepalli Krishna Sai kumar, Wholetime Director (Operations) and their relatives are deemed to be concerned or interested in this resolution. None of the other Directors, Key Managerial Personnel of the Company and their relatives, is in any way, concerned or interested, financially or otherwise, in the proposed resolution as set out in Item Nos. 7 of this Notice.

The details as required under Regulation 23(4) of the SEBI Listing Regulations read with SEBI Circular bearing reference no. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021 are given below:

Particulars	Name of the Related Party with whom the transaction is proposed to be entered	Apollo Apollo Defence Ananya SIP RF Apollo Food Strategic Industries Technologies and Beverages Technologies Private Limited Private Limited Private Limited Private Limited
i.	Type of transaction	Sale, Purchase of goods or materials , availing or providing services, selling or buying of property, leasing of property, entering into corporate guarantee, providing financial assistance and any other related transactions in the interest of the Company
ii.	Material terms and particulars of the proposed transaction	Material terms and conditions are based on the contracts which inter alia include the rates which are based on prevailing market price and commercial terms as on the date of entering into the contract(s). Where market price is not available, alternative method including reimbursement of actual cost incurred or cost-plus mark-up as applicable and as determined by an independent consulting firm will be considered
iii.	Nature of Relationship with the Company including nature of its concern or interest (financial or otherwise)	Subsidiary Step Down Subsidiary Common subsidiary Company Directors Mr.Baddam Karunakar Reddy, Managing Director and Mr.Addepalli Krishna Sai Kumar, Whole Time Director are also Directors in Apollo Food & Beverages Private Limited
iv.	Tenure of the Proposed transaction	During the financial year 2025-26
v.	Value of the proposed transaction (not to exceed)	?.300 Crores ?.300 Crores ?.300 Crores ?.300 Crores
vi.	Value of RPT as % of Companys audited consolidated annual turnover of Rs 562.06 crore for the financial year 2024-25	53.38% 53.38% 53.38% 53.38%
Particulars	Name of the Related Party with whom the transaction is proposed to be entered	Apollo Apollo Defence Ananya SIP RF Apollo Food Strategic Industries Technologies and Beverages Technologies Private Limited Private Limited Private Limited Private Limited
vii.	If the transaction relates to any loans, inter - corporate deposits, advances or investments made or given
	by the listed entity or its subsidiary:
	Details of the source of Funds	Out of accumulated free reserves of the Company
	Applicable terms, including	The detailed terms, including covenants, tenure, interest rate,
	covenants, tenure, interest	repayment schedule and security (if applicable), will be determined at
	rate and repayment schedule,	the time of execution of the transaction, subject to being on an arms
	whether secured or unsecured; if	length basis, in the ordinary course of business, and in compliance
	secured, the nature of security	with the Companys Related Party Transactions Policy and applicable laws.
	The purpose for which the funds	The purpose for which the funds will be utilized by the ultimate
	will be utilized by the ultimate	beneficiary will be determined at the time of execution of the
	beneficiary of such funds	transaction, based on business requirements. The same shall be in the
	pursuant to the related party	ordinary course of business, on an arms length basis and in compliance
	transaction	with the Companys Related Party Transactions Policy.
viii.	Justification as to why the RPT is	The proposed related party transactions will be undertaken in the
	in the interest of the Company.	ordinary course of business and on an arms length basis. They are anticipated to facilitate operational efficiency, optimal utilization of resources, fulfillment of business commitments, and implementation of growth plans.
ix.	Copy of the valuation or other external party report, if any such report has been relied upon.	Not applicable
x.	Any other information relevantor important for the members to take a decision on the proposed transaction.	nil

ITEM NO. 8 TO 11 APPROVAL FOR GIVING LOAN OR GUARANTEE OR PROVIDING SECURITY IN CONNECTION WITH LOAN AVAILED BY COMPANIES PURSUANT TO SECTION 185 OF THE COMPANIES ACT, 2013.

The Company may have to render support for the business requirements of Apollo Defence Industries Private Limited, Apollo Strategic Technologies Private Limited, Ananya SIP RF Technologies Private Limited and Apollo Food and Beverages Private Limited, in whom any of the Director of the Company is deemed to be interested (collectively referred to as the "Entities"), from time to time. The Board of Directors seek consent of the Members by way of a Special Resolution pursuant to Section 185 of the Act (as

amended by the Companies (Amendment) Act, 2017) for making loan(s) or providing financial assistance or providing guarantee or securities in connection with the loans taken or to be taken by the Entities for the capital expenditure of the projects and/or working capital requirements including purchase of fixed assets as may be required from time to time for the expansion of its business activities and other matters connected and incidental thereon for their principal business activities. The Members may note that Board of Directors will carefully evaluate proposals and may provide such loan, guarantee or security through deployment of funds out of internal resources/accruals and/or any other appropriate sources, from time to time, up to an amount of ?.1,500/- Crore. for each entity as mentioned in the resolutions at item Nos 8 to 11.

Further, the proposed loan shall be at such rate of interest as agreed by the parties in the best interest of the Company

The Board of Directors recommend the resolutions given in Item Nos 8 to 11 of this Notice for your approval as a Special Resolutions.

Mr. Baddam Karunakar Reddy Managing Director and Mr. Addepalli Krishna Sai Kumar, Wholetime Director

(Operations) and Mr. Raghupathy Goud Theegala, Chairman and Mr. Sudarshan Chiluveru, CFO (to the % of shareholding in Ananya SIP RF Technologies Private Limited) and their relatives are deemed to be concerned or interested in this resolution. None of the other Directors, Key Managerial Personnel of the Company and their relatives, is in any way, concerned or interested, financially or otherwise, in the proposed resolutions as set out in Item Nos. 8 to 11 of this Notice.