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Apollo Micro Systems Ltd Auditor Reports

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Apollo Micro Systems Ltd Share Price Auditors Report

To The Members of Apollo Micro Systems Limited

Report on the Audit of the Standalone financial statements

Opinion

We have audited the accompanying standalone financial statements of Apollo Micro Systems Limited (the Company), which comprise the Standalone Balance Sheet as at 31 March 2026, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), Standalone Statement of Changes in Equity and Standalone Statement of Cash Flows for the year then ended, and notes forming part of standalone financial statements, including a summary of material accounting policies and other explanatory information (herein after referred to as the Standalone Financial Statements).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone financial statements give the information required by the Companies Act, 2013 (the Act) in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2026 and total comprehensive income (comprising profit and other comprehensive income), statement of changes in equity and its cash flows for the year ended.

Basis for opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone financial statements.

Key Audit Matters

Key audit matter Auditor\u2019s response
1. Revenue Recognition: Principal Audit Procedures:
The application of the revenue accounting standard involves certain key judgements relating to identification of distinct performance obligations, determination of transaction price of the identified performance obligations, the appropriateness of the basis used to measure revenue recognized over a period. We reviewed the Company\u2019s implementation of Ind AS 115, including recognition of the effect on opening equity and changes to procedures, accounting guidelines, disclosures and systems to support correct revenue recognition. We reviewed and discussed the accounting policy including the key accounting estimates and judgements made by management.
Revenue from sale of goods is recognized when control of the products being sold is transferred to customer and when there are no longer any unfulfilled obligations. The application of the revenue accounting standard involves certain significant judgements and estimates made by the management including identification of distinct performance obligations, determination of transaction price of the identified performance obligations, determination of transaction price, the appropriateness of the basis used to measure revenue recognized over a period. Revenue is only recognised to the extent that it is highly probable a significant reversal will not occur. We tested the relevant internal controls used to ensure the completeness, accuracy and timing of revenue recognised. We read a sample of contracts to assess whether the method for recognition of revenue was relevant and consistent with Ind AS 115 and had been applied consistently. We focused on contract classification, allocation of income and cost to the individual performance obligations and timing of transfer of control.
Refer note no. 24 & 46 of the financial statements. We evaluated the significant judgements and estimates made by management in applying accounting policy to sample of contracts and we obtained evidence to support them, including contractual agreements, delivery records. We also considered the historical outturns of estimates used in prior periods.
We applied Audit Techniques to establish, whether any revenue has been recognized where no corresponding accounts receivable or cash has been recorded in the general ledger.
2. Capital work in progress (CWIP): Appropriateness of recording of costs as \u2018capital work in progress\u2019: We assessed the Company\u2019s process to verify the Capital expenditure incurred during the year.
As at 31 March 2026, the company has recorded CWIP aggregating to 17,059.72 lakhs (after additions and capitalisation) towards- Our audit approach included testing of the design and operating effectiveness of the internal controls and substantive testing as follows:
(i) various testing tools and instruments and expansion of its manufacturing facilities at Rs. 2,341.49 lakhs and We have performed detailed discussion with the management to understand their business plans, assumptions used in assessing future technology products and their relevance to meet future demands.
(ii) civil works at 14,718.23 lakhs. Management has identified certain specific costs incurred for 7,512.88 lakhs and has applied judgement to assess if these costs incurred relating to CWIP meet the recognition criteria of Property, Plant and Equipment in accordance with Ind AS-16 (Property, Plant and Equipment). Accordingly, this is determined as a key audit matter due to the significance of the capital expenditure during the year. Refer the note 4(b) to the standalone financial statements. Review of capital expenditure, business plans, documents/information thereto and their controls effectiveness.
Substantive tests including testing on a sample basis the major additions, deletions to the assets by applying all the characteristics of capital expenditure, proper classification of the same, with reference to the Company\u2019s policy and accounting standards.
Tested the source documentation to determine whether the expenditure is in capital nature and has been appropriately approved and segregated into appropriate categories.
Scrutiny of relevant general ledgers to assess if the expenditure has been correctly accounted for.
Review of physical verification reports, for the verification carried out by the management for CWIP. Our procedures as mentioned above did not identify any costs that has been inappropriately capitalised. Ensuring adequacy of disclosures in standalone financial statements.
Review of compliance with respect to Companies Act, Income tax Act, Customs duty and GST Act, particularly for accounting of CAPEX additions, deletions, depreciation and of carrying amounts thereof.
3. Inventories: In view of significance of the matter we applied the following procedures:
The Company carries significant inventories amounting to 76,000.75 lakhs as on 31 March 2026. Inventory constitutes 50.53% of total current assets and 33.13% of total assets Obtaining an understanding of and assessing the design implementation and operating effectiveness of management\u2019s key internal controls relating to physical verification of inventories by the management, identification of obsolete and slow-moving inventory, monitoring of inventory ageing and assessment of provisioning.
With such a huge volume of inventories there is a risk of obsolescence. Since the inventories are specific for customers. Reviewed the management judgements applied in calculating risk of obsolescence at the time of material procurement taking into consideration the inside technical expertise and management assessment of present and future condition of inventory
Given the significant judgment and estimates and the huge value of inventories involved in the management assessments and complexities in accurate physical verification of stocks in process, the inventories are identified as key audit matter. Assessing the design implementation and operating effectiveness of management\u2019s key internal controls over classification, valuation and valuation models. Reviewed the policy of management for physical verification and the documents related to management physical count procedure followed.
Refer to note-7 of the standalone financial statements Sample testing of orders received , purchase and cost accumulation in the value of stock in process. Compare the cost of inventory with estimated net realisable value by comparing actual selling price prevailing around and subsequent to the year end. We have made a detailed analysis of order book, in order to study whether the value of the WIP along with finished goods are in line with the value of pending orders in term of value.
Assessed and valuated the appropriateness of disclosures made in the standalone financial statements.
Key audit matter Auditor\u2019s response
4. Related party Transactions: We understood, evaluated the design of, and tested the operating effectiveness of controls related to capturing related-party transactions and management\u2019s process for ensuring all related-party transactions and balances are disclosed in note 34.
The Company entered into several related-party transactions that are significant, given the volume and materiality of transactions during the financial year 2025-26 including providing unsecured loans, sale and leasing of properties and investments in share capital of the subsidiaries are flagged as Key Audit Matter for the aforesaid reasons and the need to comply with provisions of Companies Act, 2013 and SEBI LODR Understood the company\u2019s policies and procedures for evaluating arm\u2019s-length pricing and the approval process by the audit committee and board.
Agreed disclosed amounts to underlying documentation and read relevant agreements, evaluating management\u2019s arm\u2019s-length assessment on a sample basis.
Regulations and the overall regulatory sensitivity around related party transactions for the Company. (Refer to note-34 of the standalone financial statements) Assessed management\u2019s compliance evaluation against Section 177 and Section 185,186, and 188 of the Companies Act, 2013 and relied on experts\u2019 reports for compliance under SEBI (LODR) 2015.
Evaluated disclosures by reading statutory information, books, records, and other documents obtained during the audit
5. Accounting for Business Combination Recognition of Goodwill on Provisional Basis Our audit procedures in relation to this matter included, among others:
During the year, the Group acquired 100% of the equity shareholding of [IDL Explosives Limited] (\u201cIDL\u201d) through a share acquisition, whereby equity shares of IDL were acquired from the shareholders of the IDL for consideration in cash. Consequent to this transaction, Understanding and evaluating the terms of the share agreement and the basis on which the transaction has been accounted for as a business combination under Ind AS 103.
the IDL became a wholly-owned step-down subsidiary of the Company, and the transaction has been accounted for as a business combination under Ind AS 103, Business Combinations. Evaluating the identification of the acquirer under Ind AS 103, confirming that the legal acquirer (the Group Company) is also the accounting acquirer.
At the acquisition date, the IDL identifiable liabilities exceeded its identifiable assets (i.e., negative net assets), while the fair value of consideration transferred was positive. This has resulted in the recognition of goodwill amounting to Rs. 14,517.66 lakhs, being the excess of consideration transferred over the net identifiable assets (negative) acquired, in accordance with paragraph 32 of Ind AS 103. Accounting of provisional goodwill recognized based on the consideration transferred and the book value of net assets (negative) acquired and agreeing this to the underlying acquisition-date balance sheet of the IDL.
Testing the journal entries recorded for the acquisition, recognition of the investment/net assets of the Target, and the resultant goodwill.
As at the balance sheet date, the Company has not carried out a fair valuation of the identifiable assets acquired and liabilities assumed of the Target. Management has proposed that the Purchase Price Evaluating the adequacy of disclosures in the financial statements as required under Ind AS 103, specifically: The fact that the initial accounting for the business combination is incomplete for price allocation;
Allocation (PPA) exercise, including fair valuation of assets and liabilities and consequent reassessment of goodwill, will be completed within the measurement period of twelve months from the acquisition date, as permitted under paragraphs 45 50 of Ind AS 103. The assets, liabilities and goodwill recognized on a provisional basis.
Accordingly, the goodwill recognized as at the balance sheet date is provisional in nature and is based on the book values of assets and liabilities of the Target rather than their fair values, pending completion of the PPA. Evaluating management\u2019s future profitability assumptions used to support the commercial rationale for the acquisition purchase, by: Comparing projected cash flows/profitability as per management estimates; and
This matter has been determined to be a Key Audit Matter because: The determination of the fair value of consideration transferred involves significant estimation and judgment. Assessing the reasonableness of key assumptions (revenue growth, margins, synergies) with reference to industry data and past forecasting accuracy.
The quantum of goodwill recognized is material to the financial statements, and any subsequent fair valuation during the measurement period could result in a significant retrospective adjustment to goodwill, with consequential impact on the opening balance sheet and comparatives. Given the materiality of the amount involved, in net negative assets the judgment inherent in valuing the consideration transferred, and the fact that the purchase price allocation remains incomplete as at the reporting date, we have identified this as a Key Audit Matter. Obtained a written representation from management regarding its assessment that no impairment indicators exist for the provisional goodwill as at the reporting date.

Other Information

The Companys management and Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures there to, Business Responsibility and sustainable Report and Corporate Governance and Shareholders Information, but does not include the standalone financial statements and auditors report thereon. The annual report is expected to be made available to us after the date of this auditors report. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditors report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. When we read the additional information, as mentioned above, that would be included in the Integrated Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate actions as applicable under the relevant laws and regulations.

Responsibility of Management and those charged with Governance for the Standalone financial statements

The Companys Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Indian Accounting Standards (Ind AS) specified under section 133 of the Act and other accounting principle generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors of the Company are responsible for overseeing the Companys financial reporting process.

Auditors Responsibility for the Audit of the Standalone financial statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.

Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances.

Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management and Board of Directors.

Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors Report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditors Report) Order, 2020 (the Order) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in Annexure-A a statement on the matters specified in paragraphs 3 and 4 of the Order

2) As required by Section 143(3) of the Act, based on our audit we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except for the matters stated in paragraph 2(i)(vi) below on reporting under rule 11(g) of the companies (Audit and auditors) rules 2014 as amended

c. The standalone balance sheet, the statement of profit and loss including other comprehensive income, the statement of changes in equity and the statement of cash flows dealt with by this report are in agreement with the books of account. d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015 (as amended)

e. On the basis of the written representations received from the directors as on 31 March 2026 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2026 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the maintenance of accounts and other matters connected therewith, reference is made to other remarks paragraph 2(b) above on reporting under section 143(3)(b) and paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended). g. With respect to the adequacy of the internal financial controls over with reference standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure-B. h. With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

i. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements. Refer note.33 to the Standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There are no delays in transferring amounts, required to be transferred, to the Investor Education and Protection Fund (IEPF) by the Company.

iv. a. The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (Intermediaries), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b. The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

c. Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The dividend declared in previous year and paid during the year by the company is in compliance with section 123 of the Act, to the extent it applies to payment of dividend. vi. Based on the examination which included test checks and accordance with requirements of the implementation guide on reporting on audit trial under Rule 11(g) of companies

(Audit and Auditors) Rules 2014, we report that the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.

For S.T.Mohite & Co
Chartered Accountants
ICAI Firm Registration Number: 011410S
Sd/
CA. Hima Bindu Sagala
Partner
Membership No.: 231056
ICAI UDIN: 26231056YFSVJL3298
Place: Hyderabad
Date: 18 May 2026

Annexure A to the Independent Auditors Report

(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report of even date to the members of Apollo Micro Systems Limited on the standalone financial statements as of and for the year ended 31 March 2026)

i) In respect of the Companys property, plant and equipment (PPE), right-of-use assets and intangible assets:

a) A) The Company has maintained basic records showing full particulars including quantitative details and situation of Property, Plant and Equipment and relevant details of right-of-use assets. b) The Company has maintained proper records showing full particulars of intangible assets.

b) The Company has a regular programme of physical verification of its Property, Plant and Equipment, and right-of-use assets so as to cover all the assets over a period of three years. According to the information and explanation given to us, and based on our examination of records, no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

d) The Company has not revalued any of its Property, Plant and Equipment (including right-of-use assets) and intangible assets during the year.

e) There are no proceedings that have been initiated during the year or are pending against the Company as at 31 March 2026 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988.

ii) a) The inventories have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. The Company has maintained proper records of inventory. There were no material discrepancies noticed on verification between the physical stock and the book records.

b) During the year, the Company has been sanctioned working capital limits in excess of 5 crores, in aggregate, from banks on the basis of security of current assets. The Company has filed quarterly/ monthly returns or statements with such banks, based on physical verification of stocks. Accordingly, there are no discrepancies and are in agreement with the books of accounts.

iii) a) The Company has, during the year, made investments in two partly owned subsidiaries and gave an unsecured loan to one partly owned subsidiary company. The aggregate amount granted during the year and balances outstanding at the balance sheet date:

Particulars Guarantees in Lakhs Loans in Lakhs
Aggregate amount granted during the year - Subsidiaries and step-down subsidiaries (net) (5000.00) 29,769.14
- Others - (148.23)

vii) In respect of statutory dues:

a) According to the information and explanation given to us by the Company and records of the Company examined by us, the Company has generally been regular in depositing undisputed statutory dues. The Company is regular in depositing with appropriate authorities undisputed statutory dues including Goods and Services tax, Provident Fund, Employees State Insurance, Income Tax, Duty of Custom, Cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of these statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on 31 March 2026 on account of disputes:

Nature of State Nature of dues Forum where the dispute is pending Period to which the amount relates Amount (in lakhs)
The Income Tax Act, 1961 Income tax Commissioner of Income-tax (Appeals) AY 2015-16 10.62
The Income Tax Act, 1961 Income tax Commissioner of Income-tax (Appeals) AY 2016-17 6.82
The Income Tax Act, 1961 Income tax Commissioner of Income-tax (Appeals) AY 2018-19 3.79
The Income Tax Act, 1961 Income tax Commissioner of Income-tax (Appeals) AY 2018-19 12.64
The Income Tax Act, 1961 Income tax Commissioner of Income-tax (Appeals) AY 2017-18 800.49

viii) There were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year.

ix) a) According to the information and explanation given to us, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest to any lender during the year.

b) The Company has not been declared a wilful defaulter by any bank or financial institution or government or any government authority.

c) The Company has obtained term loans and applied for the purpose for which it has been obtained.

d) No funds raised on short-term basis have been used for long-term purpose of the Company.

e) The Company has taken funds (share capital) from members/public on account to meet the obligations of its subsidiaries.

f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

x) a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year.

b) During the year, 2,37,59,986 warrants were converted into an equal number of equity shares of ?1/- at a premium of ?113/- per share aggregating ?27,086.38 lakhs, and fresh issue as preferential allotment of 2,70,42,894 equity shares of ?1/- each at a premium of ?113/- per share aggregating ?30,828.90 Lakhs.

xi) a) During the course of our examination of the books and records of the Company, we have neither come across any instance of material fraud by the Company or on the Company.

b) A report under Section 143(12) of the Act, in Form ADT-4, was not required to be filed with the Central Government.

c) The Company has not received any whistle blower complaints during the year.

xii) The Company is not a Nidhi Company.

xiii) In our opinion, and according to the information given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 with respect to applicable transactions with the related parties.

xiv) a) In our opinion and according to the information given to us, the Company has an internal audit system commensurate with the size and the nature of its business.

b) We have considered the internal audit report for the year under audit.

xv) In our opinion during the year the Company has not entered into any non-cash transactions with its Directors or persons connected with its directors.

xvi) a) In our opinion, the Company is not required to be registered under section 45-1A of the Reserve Bank of India Act, 1934.

b) There is no core investment Company within the Group.

xvii) The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding the financial year.

xviii) There has been no resignation of the statutory auditors of the Company during the year.

xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet.

xx) a) During the year, the Company incurred CSR expenditure of 74.80 lakhs against the CSR obligation of 105.43 lakhs for the current year. The shortfall of 30.63 lakhs in the current years CSR obligation has been adjusted against the excess CSR expenditure of 37.17 lakhs carried forward from previous years, and the balance amount of 6.54 lakhs shall be carried forward to the next year.

b) There is no unspent amount under sub-section (6) of Section 135 of the Act pursuant to ongoing projects.

xxi) The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements.

Annexure B to the Independent Auditors Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the Act)

We have audited the internal financial controls with reference to standalone financial statements of Apollo Micro Systems Limited (the Company) as of 31 March 2026 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls:

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI).

Auditors Responsibility:

Our responsibility is to express an opinion on the Companys internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act.

Meaning of Internal Financial Controls with reference to Standalone financial statements:

A Companys internal financial control with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles.

Inherent Limitations of Internal Financial Controls with reference to Standalone financial statements:

Because of the inherent limitations of internal financial controls with reference to Standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.

Opinion:

In our opinion, the company has, in all material respects, an adequate internal financial controls system with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at 31 March 2026.

For S.T.Mohite & Co

Chartered Accountants ICAI Firm Registration Number: 011410S

CA.Hima Bindu Sagala Partner Membership No.: 231056 ICAI UDIN: 26231056YFSVLJ3298

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