Apollo Micro Systems Ltd Directors Report

During the year under review, Nine (9) meetings of the Board of Directors of the Company were held on 20^th May, 2024, 14^th June, 2024, 23^rd July, 2024, 09^th August, 2024, 25^th October, 2024, 21^st November, 2024, 09^th January, 2025, 04^th February, 2025 and 21^st March, 2025. The attendance of Directors for the above meetings is given in the Corporate Governance Report that forms part of this annual report. The maximum interval between any two meetings did not exceed 120 days.

The Detailed information of meetings of board of directors is given in the Corporate Governance Report annexed to this annual report.

In terms of requirements of Schedule IV of the Act, a separate meeting of Independent Directors held on 25^th March, 2025 to review the performance of the Non-Independent Directors; the Chairperson; the entire Board and its Committees thereof and; assess the quality, quantity and timelines of the flow of information between the Management and the Board.

Pursuant to Section 134(5) of the Companies Act, 2013 (the "Act”), the Board of Directors, to the best of its knowledge and ability, confirm that:

(a) in the preparation of the annual accounts for the period ended 31^st March, 2025, the

applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

During the year under review, Statutory Auditor, Secretarial Auditor and the Cost Auditor have not reported any incident of fraud under section 143(12) of the Act.

The Board took on record the declaration and confirmation submitted by the independent directors regarding their meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the SEBI Listing Regulations.

The Company has received and taken on record the declarations received from the Independent Directors of the Company as required pursuant to section 149(7) of the Act stating that meet the criteria of independence as provided in section 149 (6) of the Act, as amended and Regulation 16(1)(b) of the SEBI Listing Regulations as amended. There has been no change in the circumstances affecting their status as independent directors of the Company.

The Members of the Board of the Company have been provided opportunities to familiarise themselves with the Company, its Management, and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations, and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Key management personnel of the Company presents to the Audit Committee on a periodical basis, briefing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc., and seek their opinions and suggestions on the same. In addition, the Directors are briefed on their specific responsibilities and duties that may arise from time to time.

The Statutory Auditors and Internal Auditors of the Company presents to the Audit Committee and Board of Directors on Financial Statements and Internal Controls including presentation on regulatory changes from time to time. The detail policy on the familiarisation programme is available on the website at www.//apollo-micro.com/investors under the Section "Investors”.

The Board of Directors has constituted various mandatory and non-mandatory Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Committees are formed with approval of the Board and function under their respective Charters. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting. The Board currently has the following Committees:

The Audit Committee was constituted by our Board in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations. The composition, quorum, terms of reference, function, powers, roles and scope are in accordance with Section 177 of the Act and the provisions of Regulation 18 of the SEBI Listing Regulations. All the members of the committee are financially literate and Mrs. Karunasree Samudrala, Chartered Accountant the Chairman of the Committee is an Independent Director and possesses the relevant financial expertise.

The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and society. The Company considers social responsibility as an integral part of its business activities and endeavours to utilize allocable CSR budget for the benefit of society.

The CSR Committee has been constituted as required under the provisions of section 135 of the Act. The details regarding composition, objectives, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

As per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, annual report on CSR is prepared and the same is enclosed as Annexure-A to this Report.

Stakeholders Relationship Committee has been constituted by the Board in accordance with Section 178 (5) of the Act.

The details regarding composition, terms of references, powers, functions, scope, meetings, attendance of members and the status of complaints received during the year are included in Corporate Governance Report which forms part of the Annual Report.

The Nomination and Remuneration Committee has been constituted by the Board in accordance with section 178 of the Act and Regulation 19 of SEBI Listing Regulations.

The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

The Risk Management Committee was constituted pursuant to resolution of the

Board, which has been entrusted with the responsibility to assist the Board in overseeing and approving the Companys enterprise-wide risk management framework.

The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

The Executive Committee of Directors and Chief Financial Officer (CFO) ("Executive Committee”) has been formed by the Board, under the provisions of Section 179(3) of the Act and rules made there under in order to have the timely and expeditious execution of routine financial matters.

The details regarding composition, terms of references, powers, responsibilities, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

Securities Allotment Committee was constituted pursuant to resolution of the Board, which has been entrusted with the responsibility to assist the Board in overseeing and considering the allotment of securities.

The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

By the Statutory Auditor in their Report: has no qualification or adverse remarks: NIL

By Company Secretary in Practice in Secretarial Audit Report: has below mentioned observations.

• The Registrar of Companies, Hyderabad (ROC) had issued a show-cause notice dated 04/06/2024 for non-filing of Cost Audit report in Form CRA-4 for FY 2022-23. In this connection, the Company has responded to the show cause notice on 12/07/2024 stating the non-filing the

said form was due to oversight. The Company filed the said form on 12/07/2024 and reported the same in its response to show cause notice. Further the Company also filed a compounding application dated 13th September, 2024 before Regional Director, South East Region, Hyderabad.

• The Registrar of Companies, Hyderabad (ROC) had issued a show-cause notice dated 26/03/2025 for delayed filing of Cost Audit report in Form CRA-4 for FY 2023-24. In this connection, the Company has responded to the show cause notice on 24/04/2025 stating the delayed filing the said form was due to oversight.

The Board took note of the above observations of the auditors at their meeting held on 28^th July, 2025 and resolved to ensure due compliance henceforth and make sure that the reportings are filed on time.

Secretarial Audit Report is attached to this report as Annexure-B

During the financial year 2024-25, the Company has given loans to Ananya SIP RF Technologies Private Limited and Apollo Defence Industries Private Limited, subsidiaries of the Company (details provided below). Further, the Company has provided a corporate guarantee in favour of Axis Trustee Services Limited, on behalf of the Debenture Holders, for the issuance of debentures by Apollo Defence Industries Private Limited, a subsidiary company. Except for the above, the Company has not given any other loans or guarantees, nor has it provided any security or made any acquisition of securities of any other body corporate, as referred to in Section 186 of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014.

Further, during the period under review, the Companys subsidiary, Apollo Defence Industries Private Limited invested in M/s. Apollo Strategic Technologies Private Limited, to the extent of 51% by subscribing to 5,100 equity shares of Rs. 10 each, amounting to a total investment of Rs.51,000. Thereby, M/s. Apollo Strategic Technologies Private Limited became the Step-down Subsidiary of the Company with effect from 10th December, 2024.

The details of the Loans, Guarantees and Investments or security made during the year under review under

section 186 of the Companies Act, 2013 are given in the Notes forming part of the financial Statements.

"Your Company has two subsidiary companies: M/s. Ananya SIP RF Technologies Private Limited (CIN: U74990TG2015PTC097610) and M/s.

Apollo Defence Industries Private Limited (CIN: U26109TS2023PTC177370) and one step down subsidiary: M/s.Apollo Strategic Technologies

Private Limited (CIN: U26109TS2024PTC191803). The Company holds a 51% stake in M/s. Ananya SIP RF Technologies Private Limited and a 76% stake in M/s. Apollo Defence Industries Private Limited. Apart from these, the Company does not have any joint ventures or associate companies during the year under review.”

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations the Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries in Form AOC-1 forms part of this Annual Report as Annexure-C.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the members of the holding and subsidiary company seeking such information on all working days during business hours. The financial statements of the subsidiary company shall also be kept for inspection by any members during working hours at the Companys registered office and that of the subsidiary companies concerned.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report which forms part of this Report.

Further, during the period under review, the Companys subsidiary, Apollo Defence Industries Private Limited invested in M/s. Apollo Strategic Technologies Private Limited, to the extent of 51% by subscribing to 5,100 equity shares of Rs. 10 each, amounting to

a total investment of Rs.51,000. Thereby, M/s. Apollo Strategic Technologies Private Limited became the Step-down Subsidiary of the Company with effect from 10th December, 2024.

All related party transactions entered into by the Company during the financial year 2024-25 were in the ordinary course of business and on arms length basis and in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. During the financial year under review, none of the transactions entered into with related parties were material as defined under the Act and SEBI Listing Regulations.

During the financial year 2024-25, the Board of Directors has not recommended transfer of any amount of profit to any reserves. Hence, the amount of profit for the financial year under review has been carried forward to the Statement of Profit and Loss.

Your Directors have pleasure in recommending a dividend of 25% (? 0.25/- per Equity Share of face value of ?1/- each) on the fully paid up Equity Shares out of the profits of the Company for the financial year 2024-25. The said dividend, if approved by the shareholders, would result into a cash outflow of approximately ? 8,33,83,113.50/- (The amount may increase in view of the conversions of Convertible Equity Warrants).

The dividend pay-out for the year under review has been finalized in accordance with the dividend distribution policy of the company.

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

The Company continues its efforts to reduce and optimize the energy consumption at its manufacturing facility.

The operations of the company are not energy intensive. Adequate measures are taken to conserve and reduce the energy consumption like usage of LED Lights and power saving centralized air conditioners.

During the year under review, Apollo Micro Systems Limited has made substantial strides in strengthening its indigenous technology capabilities through focused investments in strategic R&D initiatives. Our R&D efforts were directed toward the development of critical defence subsystems that are aligned with current and emerging requirements of the Indian Armed Forces.

Key advancements were made in the

following areas:

• Homing Systems for Lightweight Torpedoes: Our team has achieved significant progress in the algorithmic and hardware integration of next-generation acoustic homing systems for underwater platforms.

• Electromechanical Actuators: We have

completed critical design and validation phases for actuator systems tailored for SWARM platforms and missile fin control applications, reinforcing our precision guidance portfolio.

• Signal Processing Modules for Moored Mines: Cutting-edge underwater processing systems were prototyped and tested for naval mine warfare applications.

• Avionics Systems: We have furthered our expertise in ruggedized electronics for mission-critical avionics packages, with new designs entering the prototype stage.

• Anti-Submarine Warfare Systems: We have successfully started our first ASW weapon design and have made significant progress in its development right from scratch by Indigenizing fully and not just any reverse engineering. This is a classic example of our abilities build up in developing complete weapon system platforms.

• Short Range Rockets: We have designed Rocket Motor and warhead for short Range Ground to air application and this Rocket system shall undergo its trials in FY26.

In parallel, our R&D division has actively contributed to multiple "Make” and "Make- II” proposals under the Ministry of Defences innovation and indigenization frameworks. We are proud to share that AMS was awarded a Make-II project by the Indian Army, reflecting the trust and confidence in our engineering and product realization capabilities.

Additionally, recognizing the importance of building modular and scalable technology blocks for future tri-services requirements, we have expanded our internal technology roadmap. Several development initiatives have been

undertaken proactively to align with anticipated procurement programmes from the Army, Navy, and Air Force.

Consistent with our philosophy of long-term investment in indigenous capabilities, AMS has invested ?3,352.30 Lakhs in R&D during FY 2024-25. These investments are expected to start yielding commercial value and order conversions beginning FY 2025-26 and FY 2026-27 onwards, positioning AMS as a key player in next-generation weapon systems, sub-systems, and electronics for the Indian defence ecosystem.

The Company works on in house Technology.

Foreign Exchange outgo and earnings

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has carried out an annual evaluation of performance of its own, the Committees thereof and the Director

The Board is pleased to report that the result thereof show that the Company is well-equipped in the management as well as the governance aspects.

The Independent Directors at their separate meeting held on 25^th March, 2025 reviewed the performance of Non-Independent Directors (Executive & NonExecutive), Chairperson, performance of the Board as a whole and its various committees and also assessed the quality, quantity and timelines of flow of information between the Company Management and the Board.

The Independent Directors expressed their satisfaction on the overall functioning and effectiveness of the Board, Committees and performance of individual Non-Independent Board members and the Chairman.

The Board (excluding the Independent Directors being evaluated) has evaluated the performance of the Independent Directors on parameters such as Knowledge, Experience, Integrity, Independence of judgment, adherence to Code of Conduct, Corporate Governance, Contribution, attendance & level of participation and fulfilment of Independence Criteria etc. in accordance with the Companys "Policy https:// apollo-micro.com/wpcontent/uploads/2017/09/ POLICY_FOR_EVALUATION_OF_DIRECTORS_AND_ KEY_MANAGERIAL_PERSONNEL_AND_OTHER_ EMPLOYEES.pdf for evaluation of Directors and Key Managerial Personnel and other employees”.

The Board has expressed its satisfaction to the performance of the Independent Directors and appreciated the level of participation of Independent Director

The Company has in place the Employee Stock Option Scheme 2018 (ESOS-2018) to attract, reward, motivate and retain its employees, who have shown high levels of individual performance and for the unusual efforts, put in by them to improve the operational and financial performance of the Company, which ultimately contributes to the success of the Company.

During the financial year 2024-25, no grant of options was made to the employees of the company, under the ESOS scheme. The disclosures according to the provisions of the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as on 31^st March, 2025 with regard to the Apollo Employee Stock Option Scheme 2018 (ESOS-2018) are annexed to this Report as Annexure-F.

There is no change in the nature of the business of the Company during the financial year 2024-25.

The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations and Section 149 of the Companies Act, 2013 mentioned in Corporate Governance report attached hereto as Annexure G. There is an optimum combination of Executive and Non-Executive Directors. The Company has 8 (Eight) Directors as on 31^st March, 2025. Out of the 8 (Eight) Directors 3 (Three) are Executive Directors, 3(Three) Non-Executive- Independent Directors and 2 (Two) Non- Executive Non-Independent Director. The Chairman of the Company is a non-executive independent director.

Pursuant to the provisions of the Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with the rules framed under the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

Ministry of Corporate Affairs vide its Notification number G.S.R. 804(E) dated October 22^nd, 2019 had amended the Companies (Appointment and Qualification of Directors) Rules, 2014 and its amendment thereof requiring the registration of Independent Directors in the databank maintained by the Indian Institute of Corporate Affairs ("IICA”) and passing the online proficiency self-assessment test conducted by the IICA within two(2) year from the date of inclusion of his/her name in the data bank.

• Mr. Raghupathy Goud Theegala, Independent Director has duly registered his name in the data bank of IICA w.e.f. 25^th February, 2020 and passed the online proficiency self-assessment test on 22^nd February 2022.

• Mrs. Karunasree Samudrala, Independent Director has duly registered her name in the data bank of IICA w.e.f. 25^th February, 2020 and passed the online proficiency self-assessment test on 10^th April, 2020.

• Mr. Chandrashekar Matham, Independent Director has duly registered his name in the data bank of IICA w.e.f. 06^th August, 2024 and is exempted from taking the online proficiency selfassessment test.

In opinion of the Board, they fulfill the conditions specified in the Act and the Rules made there under for the appointment as Independent Directors and are independent of the management.

The Independent Directors possess the relevant integrity, expertise, experience and proficiency.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission, if any.

During the financial year 2024-25, no changes took place in the Directors or Key Managerial Persons (KMPs) of the Company.

Mrs. Kavya Gorla (DIN:06407238) retires by rotation at the ensuing 28^th Annual General Meeting and being eligible, offers herself for reappointment.

Additional information on reappointment of Mrs. Kavya Gorla (DIN:06407238 ) as director and as required under regulation 36(3) of the SEBI Listing Regulations is given in the Notice convening the forthcoming AGM.

The Company has not accepted any deposits within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. There are no unpaid or unclaimed deposits as the Company has never accepted deposits within the meaning of the Act and the rules made thereunder.

During the financial year 2024-25, the Company hasnt received any significant and material orders that impact the going concern status and companys operations in future.

The Company has kept in place adequate financial controls to check and control any defects and frauds in the Company. Adequate internal control systems commensurate with the nature of the Companys business, its size, and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Vigil Mechanism Policy and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The information required under section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 respectively, are given in Annexure-H, which forms partof this Report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure (Annexure H) forming part of this report . Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.

M/s. S T Mohite & Co. (FRN 011410S), Hyderabad

were appointed as Statutory Auditors of the

Company in the Annual General Meeting held on August 25, 2022 for a period of 5 Years and holds office until the conclusion of the 30^th Annual General Meeting to be held in the calendar year 2027.

Further, the remuneration to be paid to Statutory Auditors for FY 2024-25 is ? 13.00 Lakhs plus out of pocket expenses and applicable taxes and the remuneration for the remaining tenure of their second term as Statutory Auditors shall be mutually agreed between the Board of Directors and M/s. S T Mohite & Co, from time to time.

The report of the Statutory Auditor forms part of this Annual Report and Annual Accounts 2024-25. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

Further, M/s. S T Mohite & Co. have confirmed their eligibility for their appointment as Statutory Auditors and the same are within the limits as specified in section 141 of the Companies Act, 2013 and have also confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

As per the provisions of Section 138 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors in its meeting held on 23^rd May, 2025 had appointed M/s. E Sateesh Reddy & Associates , Chartered Accountants, Hyderabad (ICAI Firm Registration No. 014888S), as Internal Auditor to conduct the internal audit of the Company for the Financial Year 2025-26 on a remuneration of Rs.6,00,000/- per annum

The Internal Audit Report for the Financial Year 2024-25 issued by M/s Surya Pavan & Co, Chartered Accountants, Vijayawada is submitted which is self-explanatory and do not call for any further explanation of the Board.

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.

The Board of Directors of the Company in its meeting held on 23^rd May, 2025 has, on the recommendation of the Audit Committee, approved the appointment of M/s G H Reddy & Associates, Cost Accountants (Firm Registration Number - 002110) for the year ending March 31, 2026. M/s G H Reddy & Associates have experience in the field of cost audit.

The Board, also on the recommendations of the Audit Committee approved the remuneration of ?1.5 lakh (Rupees One lakh Fifty Thousand only) (excluding applicable taxes and reimbursement of out-of-pocket expenses) payable to Cost Auditors for FY 2025-26. The same is placed for ratification of Members and forms part of the Notice of the AGM.

As per the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors in its meeting held on 20^th May, 2024 had appointed M/s. MNM & Associates, Company Secretaries in Practice (Firm Registration No: P2017TL059600),

Hyderabad as Secretarial Auditor of the Company, to conduct the Secretarial audit for the Financial Year 2024-25.

The Secretarial Audit Report, pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, issued by Ms. Sridevi Madati, Practicing Company Secretary, in Form MR-3 for the financial year 2024-25 is annexed to the Boards Report as Annexure-B.

Further, the Board in its meeting held on 23^rd May, 2025, has approved the appointment of M/s. MNM & Associates, Company Secretaries, Hyderabad (Firm Registration No: P2017TL059600) as the Secretarial Auditor of the Company for a period of five (5) consecutive financial years commencing from FY 2025-26 to FY 2029-30, subject to approval of the Shareholders at the ensuing Annual General Meeting of the Company

The Management Discussion and Analysis Report ("MD&A”) for the year under review as stipulated under the SEBI Listing Regulations is presented in a separate section forming part of this Annual Report.

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated under the SEBI Listing Regulations. A separate section titled Corporate Governance Report as Annexure-G under the SEBI Listing Regulations along with a Corporate Governance Certificate from the Practicing Company Secretary in the Annexure-I and CFO Certification in compliance with Regulation 17(8) of SEBI Listing Regulations in the Annexure-J forms the part of this report.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit Functions reports to the Board including Audit Committee of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

Pursuant to section 124 of the Act, Dividends that are unclaimed for a period of seven years are required to be transferred to the IEPF, established by the Government of India. During the year under review, there was no outstanding amount of unclaimed dividends which was liable to be transfer to the IEPF.

The Company continues to have cordial and harmonious relationship with its employees and thank all employees for their cooperation and the contribution towards harmonious relationship and progress of the company.

Your Company is committed to provide work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment. The Company is also committed to promoting a work environment that is conducive to the professional growth of its employees and encourages equality of opportunity and will not tolerate any form of sexual harassment and to take all necessary steps to ensure that its employees are not subjected to any form of harassment.

Thus, in order to create a safe and conducive work environment the Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (prevention, Prohibition, & Redressal) Act, 2013.

Further, the Company has complied with provisions relating to constitution of Internal Complaints Committee ("ICC”) under Sexual Harassment of women at workplace (Prevention, Prohibition, & Redressal) Act, 2013. The Committee has been set up to redress complaints received regarding sexual harassment. The detail of the committee members is available on the website of the Company https:// apollo-micro.com/wp-content/uploads/2019/09/ REVISED-Workplace-Sexual-Harassment-Policy- apollo-micro-systems-limited.pdf under the section "Investors”. All employees (permanent, contractual, trainees, temporary) are covered under this policy.

During the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company did not make any applications under the Insolvency and Bankruptcy Code, 2016. Additionally, there are no ongoing proceedings against the Company under the said Code.

During the financial year under review, there has been no instance of one-time settlement with any banks or financial institutions. Therefore, no valuation differences are reported.

In accordance with Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the top 1,000 listed entities based on market capitalization as on 31^st March of every financial year are required to include a Business Responsibility and Sustainability Report (BRSR) as part of their Annual Report.

As of March 31, 2024, Apollo Micro Systems Limited is ranked within the top 1,000 listed entities based on its market capitalization, thereby making the BRSR applicable to the Company for the financial year 2024-25.

The BRSR report outlines the Companys initiatives and performance related to sustainability and responsible

business conduct, demonstrating our commitment to ESG principles.

The BRSR report has been prepared in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is annexed to the Boards Report as Annexure - K.

The Directors state that the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken Directors and Officers Insurance (D&O) for all its directors.

The Board declares that in their opinion, all the independent directors are persons of integrity and possess all the relevant expertise and experience (including the proficiency).

In accordance with the provisions of Sections 124 and 125 of Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) Unpaid / Unclaimed Dividends and dividends not encashed / claimed within seven years from the date of declaration are to be transferred to the Investor Education and Protection Fund (IEPF) Authority.

The IEPF Rules mandate companies to transfer shares of Members whose dividends remain unpaid / unclaimed for a continuous period of seven years to the demat account of IEPF Authority.

The Members whose dividend / shares are transferred to the IEPF Authority can claim their shares / dividend from the Authority.

Due dates for transfer of dividend unclaimed to IEPF are as follows:

* The company had sub divided (stock split) equity share from face value of ?10/- to ?!/- per share, pursuant to the shareholders approval for Sub - division of every 1 (One) equity share of face value of ?10/- (Rupees Ten only) each into 10 (Ten) equity shares of the face value of ?!/- (Rupee One only) each, with effect from the record date Thursday, 4^th May, 2023.

During the financial year, the Company did not transfer any unclaimed or unpaid amounts or shares to the Investor Education and Protection Fund (IEPF).

The Company has complied with the provisions of Maternity Benefit Act.

The Directors thank all customers, bankers, investors, shareholders, vendors and other stakeholders for their continued support and patronage during the year under review. The Board appreciates its employees for their efforts, hard work and dedication, which enabled the Company to achieve the targets and recognitions.

2. Composition of CSR Committee:

3. Provide the web-link where Composition of CSR committee, CSR Policy approved by the board are disclosed on the website of the company:

Composition of the CSR committee shared above and is available on the Companys website on https:// apollo-micro.com/wp-content/uploads/2023/02/10.- Committees-of-the-Board-of-Directors-_-Others.pdf

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report):

As per the sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014 the requirement of Impact assessment of CSR project is not applicable.

This document does not solicit investments in the Companys securities and further is not an assurance of guaranteed returns (in any form), for investments in the Companys equity shares.

The details inter-alia, in connection with transactions made by the Trust meant for the purpose of administering the ESOS - 2018 are as under:

The ratio of the remuneration of each Director to the Median Remuneration of the Employees (MRE) of the Company and the percentage increase in remuneration of each Director and Key Managerial Personnel (KMP), for the financial year 2024-25 are as under:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the period under review in provided in the above table. Independent Directors were paid only sitting fees for attending meeting on Board/ Committees during the financial year under review. Hence, their ratio to MRE has been shown as Not Applicable.

2. The Median Remuneration of Employees was 2.31 Lakhs per annum for the FY 2024-25. As compared to the financial year 2023-24, MRE has been increased by 14.47%

3. The Number of Permanent employees on the Rolls of the company as on 31^st March, 2025 were 405.

4. average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average increase in remuneration of employees excluding KMPs: 27.78%

Average increase in remuneration of KMPs: 3.15%

KMP salary increases are decided based on the Companys performance, individual performance, inflation, prevailing industry trends and benchmarks.

5. The Company affirms that remuneration is as per the Remuneration Policy of the Company.