Apsis Aerocom Ltd Directors Report

For the Financial year ended March 31, 2026

To The Members,

The Directors of your Company have pleasure in presenting the 4th (Fourth) Directors Report together with the Audited Financial Statements of the Company for the financial year (FY) ended 31st March, 2026.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The summary of the Companys performance for the Financial Year 2025-26 as compared to the previous Financial Year 2024-25 is given below:

Particulars	Amount in INR (Lakhs)
Financial year	2025-26	2024-25
Revenue from Operations	3064.52	2049.06
Other Income	10.75	7.98
Total Income	3,075.27	2,057.04
Total Expenses	2,045.43	1,148.31
Profit/(Loss)before Exceptional and Extraordinary	1,029.84	908.73
Less- Exceptional Items	-	-
Profit/(Loss) before Extraordinary Item and Tax	1,029.84	908.73
Less: Extraordinary Item	-	15.12
Profit before tax expenses	1,029.84	893.61
Less: -Tax expenses	278.78	233.30
Profit for the year	751.06	660.31

Notes:

1) The above figures are extracted from the audited standalone financial statements of the Company. 2) Figures of the previous year have been regrouped/re-classifiedto confirm to the figures of the current year.

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

During the financial year under mechanical components serving the aerospace, defence and healthcare sectors. The Company recorded a total revenue of INR 3,064.52 Lakhs/- as against INR 2,049.06 Lakhs/- in the previous year. Total expenditure, including depreciation, stood at INR 2,045.43 Lakhs/- as compared to INR 1,148.31 Lakhs/- in the previous year.

During the year, the Company strengthened its manufacturing capabilities through the acquisition of advanced machinery and equipment to enhance production capacity and operational efficiency. A key milestone during the year was the successful completion of the Initial Public Offer (IPO) and the listing of the Companys Equity Shares on the SME Platform of the National Stock Exchange of India Limited (NSE Emerge) with effect from 18 th March 2026. The IPO proceeds are proposed to be utilized towards capital expenditure and general corporate purposes.

The Company has not undertaken any acquisition, merger or diversificationduring the year. There were no developments relating to material Intellectual Property Rights and no other material events affecting the affairs or financial position of the Company, except the listing of its Equity Shares

NSE Emerge.

CHANGE IN NATURE OF BUSINESS:

During the financial year 2025-26 there was no change in the nature of business of the Company.

CHANGES IN SHARE CAPITAL, IF ANY:

During the financial year 2025-26, up share capital of the Company:

Particulars
Share Capital	Amount INR (in Lakhs)
(i) Authorized Share Capital
1,50,00,000 equity shares of INR 10/- each	1,500.000
Total	1,500.000
(ii) Issued Share Capital
9,77,769 Equity Shares of 10 each outstanding as at the end
	97.777
of FY 2024-25
Increase pursuant to allotment of 78,22,152 Equity Shares of
	782.215
INR 10/- each under Bonus Issue
Increase pursuant to allotment of 32,52,000 Equity Shares of
	325.200
INR 10/- each under the Initial Public Offer on 16th March 2026
Total	1,205.192
(iii) Subscribed & Paid-up Equity Share Capital
1,20,51,921 equity shares of INR 10/- each	1,205.192
Total	1,205.192

INITIAL PUBLIC OFFER OF EQUITY SHARES:

Your CompanylauncheditsInitialPublicOffer(IPO) comprising 32,52,000 Equity Shares of face value 10 each at an issue price of 110 per Equity Share, aggregating to 3,577.20 Lakhs. The issue opened for subscription to Anchor Investors on Tuesday, 10th March 2026. Thereafter, the Bid/ Issue opened on Wednesday, 11th March 2026 and closed on Friday, 13th March 2026. Pursuant to the successful completion of the IPO, 32,52,000 Equity Shares were allotted on Monday, 16th March 2026.

Subsequently, the Equity Shares of the Company were listed and admitted to trading on the NSE

Emerge Platform on Wednesday, 18th March 2026.

LISTING

The Equity Shares of your Company are listed on SME Emerge Platform of National Stock Exchange of India Limited w.e.f. March 18 th 2026.

UTILIZATION OF FUNDS

The details of utilization of funds from IPO are as follows:

		Utilized upto 31st	Un-Utilized upto
	Total Amount
Particulars		March 2026	31st March 2026
	(in Lakhs)
		(in Lakhs)	(in Lakhs)
Capital expenditure
towards purchase of	2,702.01	0.00	2,702.01
machinery
General Corporate
	391.49	0.00	391.49
Purposes
IPO expenses	483.70	455.00	28.7
Total	3,577.20	455.00	3,122.20

* Out of the net proceeds raised through the Initial Public Offer that remained unutilized, INR 3,122.20 lakhs was held in the Escrow Account maintained by the Company with ICICI Bank.

DIVIDEND

In order to conserve resources, your directors do not recommend any dividend on the Equity Shares in the financial year 2025-26.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The Board of Directors of company has decided to transfer INR 751.06 Lakhs toward the Reserves for the year under review.

COMPANY SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES SUBSIDIARIES:

The company at present has no Joint Ventures/Subsidiaries/ Associates within the meaning of Companies Act 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that: a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. They 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. They have taken proper and sufficient records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. They have prepared the annual accounts on a going concern basis; e. Company has proper implementation of internal financial control processes in place; f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place a Policy for Prevention of Sexual Harassment at Workplace in accordance with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 which can be accessed at our website: https://apsisaerocom. com/wp-content/uploads/2025/09/12.-Prevention-of-Sexual-Harrassment-Policy.pdf The Company is presently in the process of constituting the Internal Committee in accordance with the applicable statutory requirements, and the related compliances shall be undertaken upon constitution of the Committee.

COMPLIANCE WITH MATERNITY BENEFIT REGULATIONS

The Company is in the process of formalizing its policies and procedures relating to maternity benefits in accordance with the applicable provisions of the Maternity BenefitAct, 1961 and the rules made thereunder. The Company shall ensure compliance with the applicable statutory requirements.

COMPOSITION OF BOARD:

There were no changes in the composition of Board of Directors and Key Managerial Personnel during the period under review as mentioned below and the composition of Board of Directors as on 31 st March 2026 is as follows:

S.
	Name	Date of Appointment	Current designation
No.
1	Basavaraju Kanakatte Shivakumar	16/08/2022	Managing Director
2	Vinod Kumar Mariyappan	16/08/2022	Whole Time Director
3	Mihir Kumar Pradhan	16/08/2022	Chairman and Director
4	Aniruddh Kumar	18/03/2025	Independent Director
5	Jayanthi Amarnath Bhagath	18/03/2025	Independent Director
6	Dayananda Swamy Mallikarjunappa	18/03/2025	Independent Director

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, Mr. Basavaraju Kanakatte Shivakumar, Managing Director, Mr. Vinod Kumar Mariyappan, Whole Time Director, Mr. Kancharla Naga Shashidhar, Chief Financial Officer and Ms. Saloni Jayati, Company Secretary officer are the Key Managerial Personnel as on 31st March, 2026.

Director liable to retire by rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mr. Vinod Kumar Mariyappan (DIN:09704694), director, is liable to retire by rotation at the ensuing AGM of the Company and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment in the ensuing Annual General Meeting. The Notice convening the ensuing AGM sets out the required details.

1. MEETING DETAILS a. Meeting of Board of Directors:

During the period under review, total of 13 Board meetings were held. The maximum time-gap between any two consecutive meetings did not exceed 120 days. The details of the Board meetings are:

	Basavaraju		Mihir		Jayanthi
		Vinod Kumar		Aniruddh		Dayananda Swamy
Date of Meetings	Kanakatte		Kumar		Amarnath
		Mariyappan		Kumar		Mallikarjunappa
	Shivakumar		Pradhan		Bhagath
09.05.2025	Yes	Yes	Yes	Yes	Yes	Yes
16.08.2025	Yes	Yes	Yes	Yes	Yes	Yes
21.08.2025	Yes	Yes	Yes	Yes	Yes	Yes
25.08.2025	Yes	Yes	Yes	Yes	Yes	Yes
17.09.2025	Yes	Yes	Yes	Yes	Yes	Yes
30.09.2025	Yes	Yes	Yes	Yes	Yes	Yes
10.11.2025	Yes	Yes	Yes	Yes	Yes	Yes
14.01.2026	Yes	Yes	Yes	Yes	Yes	Yes
18.02.2026	Yes	Yes	Yes	Yes	Yes	Yes
04.03.2026	Yes	Yes	Yes	Yes	Yes	Yes
10.03.2026	Yes	Yes	Yes	Yes	Yes	Yes
16.03.2026	Yes	Yes	Yes	Yes	Yes	Yes
16.03.2026	Yes	Yes	Yes	Yes	Yes	Yes

b. Number of Meetings of the shareholders

Sl. No.	Type of Meeting	Date of Meeting
1	Extra Ordinary General Meeting	15.05.2025
2	Annual General Meeting	20.08.2025
3	Extra Ordinary General Meeting	27.01.2026

The following Table gives the names and categories of Directors, and their attendance at the last Annual General Meeting held on 20.08.2025:

			Whether attended the
S. No.	Name of the director	Designation
			last year AGM
	Basavaraju Kanakatte
01		Managing Director	Yes
	Shivakumar
02	Vinod Kumar Mariyappan	Whole Time Director	Yes
03	Mihir Kumar Pradhan	Chairman and Director	Yes
		Non Executive Independent
04	Aniruddh Kumar		Yes
		Director
		Non Executive Independent
05	Jayanthi Amarnath Bhagath		Yes
		Director
	Dayananda Swamy	Non Executive Independent
06			Yes
	Mallikarjunappa	Director

COMMITTEES OF THE BOARD: A. Audit Committee:

Following is the composition of the committee:

		Designation in the	Designation in the
S. No.	Name
		company	committee
	Mr. Dayananda Swamy
1		Independent Director	Chairman
	Mallikarjunappa
2	Mr. Aniruddh Kumar	Independent Director	Member
	Ms. Jayanthi Amarnath
3		Independent Director	Member
	Bhagath
	Mr. Basavaraju Kanakatte
4		Managing Director	Permanent Invitee
	Shivakumar

The Company Secretary and Compliance Officer part of the meetings of the Audit Committee, with the Company Secretary cum Compliance Officer of the Company would act as the secretary of the Audit Committee.

B. Nomination & Remuneration Committee: Following is the composition of the committee:

S. No.	Name	Designation in the company	Designation in the
			committee
	Mr. Dayananda Swamy
1		Independent Director	Chairman
	Mallikarjunappa
2	Mr. Aniruddh Kumar	Independent Director	Member
	Ms. Jayanthi Amarnath
3		Independent Director	Member
	Bhagath
4	Mr. Mihir Kumar Pradhan	Chairman & Executive Director	Member

The Company SecretaryandComplianceOfficerof the Company would act as the secretary of the

Nomination and Remuneration Committee.

C. Stakeholder Relationship Committee: Following is the composition of the committee:

		Designation in the	Designation in the
S. No.	Name
		company	committee
	Mr. Dayananda Swamy
1		Independent Director	Chairman
	Mallikarjunappa
	Mr. Basavaraju Kanakatte
2		Managing Director	Member
	Shivakumar
		Chairman & Executive
3	Mr. Mihir Kumar Pradhan		Member
		Director
	Mr. Vinod Kumar
4		Whole Time Director	Member
	Mariyappan

The Company Secretary and Compliance Officer of the Company would act as the secretary of the

Stakeholder Relationship Committee.

D. Corporate Social Responsibility Committee: Following is the composition of the committee:

		Designation in the	Designation in the
S. No.	Name
		company	committee
	Mr. Dayananda Swamy
1		Independent Director	Chairman
	Mallikarjunappa
	Mr. Basavaraju Kanakatte
2		Managing Director	Member
	Shivakumar
		Chairman & Executive
3	Mr. Mihir Kumar Pradhan		Member
		Director
4	Mr. Vinod Kumar Mariyappan	Whole Time Director	Member

The Company Secretary and Compliance Officer of the Company would act as the secretary the Corporate Social Responsibility Committee.

E. Internal operational Committee:

Following is the composition of the committee:

		Designation in the	Designation in the
S. No.	Name
		company	committee
1	Mr. Basavaraju Kanakatte Shivakumar	Managing Director	Member
2	Mr. Mihir Kumar Pradhan	Chairman & Director	Member
3	Mr. Vinod Kumar Mariyappan	Whole Time Director	Member

During the year, all recommendations made by the Committees were approved by the Board. The following meetings were conducted during the financial year 2025-26:

			Number of members
S. No.	Date of meeting	Strength
			present
		Audit committee
1	16.08.2025	4	4
2	25.08.2025	4	4
3	15.12.2025	4	4
4	16.02.2026	4	4
		Nomination and Remuneration Committee
1	16.08.2025	4	4
		Stakeholder Relationship Committee
1	16.02.2026	4	4
		Corporate Social Responsibility Committee
1	16.03.2026	4	4
		Internal Operational Committee
1	18.04.2025	3	3
2	22.07.2025	3	3
3	22.08.2025	3	3
4	19.09.2025	3	3
5	04.11.2025	3	3

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations, the Independent Directors met on 27th March 2026 without the presence of Non-Independent Directors and members of the management. During the meeting, the Independent Directors reviewed and evaluated the following: a. The performance of Non-Independent Directors and the Board as a whole b. The performance of the Chairman of the company, taking into account the views of Executive

Directors and Non- Executive Directors c. The quality, quantity and timelines of the flow of information between the Companys Management and the board that is necessary for the board to effectively perform their duties

BOARD EVALUATION

In terms of the Policy for Evaluation of the Performance of the Board of the Company, the Board has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and Listing Regulations. Performance evaluation is carried out in the following manner: a. Evaluation of Independent Directors by the Board excluding the Independent Director being evaluated; b. Evaluation of the Chairman/Non-Independent Directors by the Independent Directors excluding the Director being evaluated; c. Evaluation of the Committees by the Board.

The Company recognizes that good corporate governance is a continuous exercise and requires everyone to raise their level of competency and capability to meet the expectations in managing the enterprise and its resources optimally with prudent ethical standards. Adherence to transparency, accountability, fairness and ethical standards are an integral part of the Companys function.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 1 and forms part of this Report.

STATEMENT ON DECLARATION OF INDEPENDENT DIRECTORS

In terms of the provisions of section 149 of the Act, the independent directors on the Board of your Company as on the date of this report are Mr. Dayananda Swamy Mallikarjunappa, Mr. Aniruddh Kumar and Ms. Jayanthi Amarnath Bhagath.

The Company has received declaration pursuant to section 149(7) of the Act from all the independent directors stating that they meet the criteria of independence as provided in section 149(6) of the Act.

The independent directors have also confirmed compliance with the provisions of section 150 of the Act read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to registration of their name in the independent directors databank of the Indian Institute of Corporate Affairs.

The Board of Directors of your Company have taken on record the said declaration and submitted by the independent directors after undertaking due assessment of the veracity of the same.

In the opinion of the Board, the independent directors fulfil the conditions specified in the Act as well as the Rules made thereunder and have complied with the code for independent directors prescribed in Schedule IV to the Act.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

In compliance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarisation Programme for Independent Directors to familiarise them with their roles, rights and responsibilities as Directors, the operations of the Company, its business overview and other relevant matters, as per the Familiarisation Programme for Independent Directors Policy of the Company. This policy is available on the companys website at https://apsisaerocom.com/wp-content/uploads/2025/09/4.-Familiarisation-Programme-for-Independent-Directors.pdf.

REMUNERATION POLICY:

Your Company has in place the Remuneration Policy which provides for a whole gamut of compensation philosophy for rewarding and retaining talent. The policy is available on the Companys website at https://apsisaerocom.com/wp-content/uploads/2025/09/5.-Nomination-and-Remuneration-Policy.pdf.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013

The Company has not made any Investments during the year under review to any third party.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT:

During the year the equity shares of the Company were listed on the SME Platform of the National Stock Exchange of India Limited (NSE Emerge).

AUDITORS AND REPORT THEREON: Statutory Auditors report

M/s. YCRJ & Associates, Chartered Accountants with Firm Registration No. 006927S were re-appointed as the statutory auditors of the Company by the members at the 3 rd Annual General

Meeting of the Company held on 20th August 2025 for five consecutive years from conclusion of the said AGM until the conclusion of the 8th AGM. Statutory Audit report for audited financial statements for the year ended March 31st, 2026, forms part of this annual report.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. ABM & Associates, Practicing Company Secretaries with Firm Registration No. S2018KR612700 was appointed as the secretarial auditor of the Company for the financial year 2025-26.

Internal Auditors Report

Pursuant to the provision of Section 138 of the Companies Act 2013 read with Companies (Accounts) Rules, 2014, M/S. MURALI & VENKAT Chartered Accountants, Firm Registration No. 002162S was appointed as Internal Auditor of the company for the last quarter of FY 2025-26 and for FY 2026 27. The Internal Auditor Report shall be submitted on a half yearly basis.

COMMENT ON QUALIFICATION, RESERVATION AND ADVERSE REMARK OF AUDITORS a) Auditors Report:

The statutory auditors report does not contain any qualifications, reservations, or adverse remarks or disclaimer. b) Secretarial Auditors Report:

The Secretarial Audit Report in Form MR-3 for the financialyear 2025-26 is annexed to this Directors Report as Annexure - 2 .

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Board under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a), extract of the annual return as on March 31, 2026 can be viewed at Website- https://apsisaerocom.com/investors-relation/.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

There is no significant material orders passed by the Regulators/ Courts going concern status of the Company and its future operations.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provision of Section 178(1) relating to the constitution of Nomination and Remuneration Committee is applicable to the Company, hence Company has devised a policy relating to appointment of Directors, payment of managerial remuneration, directors qualifications,positive attributes, independence of directors and other related matters as provided under Section 178(3) of the Companies Act, 2013. Directors are paid remuneration commensurate to their qualification and involvement in managing the affairs of the company.

MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company during the year under review.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR: Nil INTERNAL FINANCIAL CONTROL

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

The Company continues to adopt appropriate measures to conserve energy and minimize its consumption across its operations. The Company has requisite checks and balances in place to ensure efficient utilization of energy and to optimize power consumption. During the year under review, the Company continued to implement measures aimed at improving energy reducing unnecessary energy consumption.

TECHNOLOGY ABSORPTION:

During the year under review, the Company undertook various efforts towards technology absorption, process improvement and innovation in its operations. These initiatives have contributed to improvements in product quality, operational efficiency, cost optimization and productivity. The Company continues to evaluate and adopt appropriate technologies and processes to enhance its manufacturing capabilities and operational effectiveness.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars	2024-25 (Amount in INR	2025-26 (Amount in INR
	(Lakhs))	(Lakhs))
Earnings in foreign Exchange	20.66	2.56
(Value of Exports on FOB
basis)
Foreign Exchange outgo	189.04	545.49
(Expenditure in foreign
currency) (Includes Both raw
materials and Capital Goods)

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 2025-26 were on arms length basis and were in the ordinary course of business. There are no materially significant party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure 3 in Form AOC-2 and forms part of this report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with all the applicable mandatory secretarial standards issued by Institute of Company Secretaries of India (ICSI).

COMPANYS POLICIES

The Company has adopted all the policies, codes and frameworks as required under the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, including but not limited to the Nomination and Remuneration Policy [Section

178 of the Companies Act, 2013 and Regulation 19 of SEBI LODR], Vigil Mechanism/Whistle Blower Policy [Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI LODR], Related Party Transactions Policy [Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI LODR], Policy on Determination of Materiality of Events and Information [Regulation 30 of SEBI LODR], Policy for Preservation of Documents [Regulation 9 of SEBI LODR], Archival Policy [Regulation 30(8) of SEBI LODR], Code of Conduct for Directors and Senior Management [Regulation 26(3) of

SEBI LODR], Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Prevention of Insider Trading [SEBI (Prohibition of Insider Trading) Regulations, 2015], among other applicable policies and codes.

All such policies and codes are in force, periodically reviewed by the Board of Directors, and are hosted on the website of the Company for the information of stakeholders at https://apsisaerocom. com/investors-relation/.

GRIEVANCE REDRESSAL MECHANISM [SEBI COMPLAINTS REDRESS SYSTEM (SCORES)]:

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are the centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on

SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.

The Company had received no complaints on the SCORES during the financial year 2025-26.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations forms part of the Annual Report, attached as Annexure - 4 of this report.

DETAILS OF DEPOSITS

Your Company has not accepted any deposits under Chapter V of the Companies Act, 2013 read with the Rule 8(v) ofCompanies(Accounts)Rules2014,duringthefinancialyear under review. Details of deposits not in compliance with the requirements of the Act: Since the Company has not accepted any deposits during the Financial Year ended 31st March 2026, there has been no non-compliance with the requirements of the Act. Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. Hence, Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

DISCLOSURES RELATING TO EQUITY SHARES

The Company has not issued any equity shares with differentialrights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and

Debenture) Rules, 2014 is furnished.

A. SWEAT EQUITY:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture)

Rules, 2014 is furnished.

B. BONUS SHARES:

Pursuant to the approval of the shareholders at the Annual General Meeting held on Wednesday,

20 th August 2025, the Company issued and allotted 78,22,152 fully paid-up equity shares of face value INR 10/- each as bonus shares by capitalizing a sum of INR 7,82,21,520 (Rupees Seven Crore

Eighty-Two Lakh Twenty-One Thousand Five Hundred and Twenty only) from the free reserves of the Company, in the ratio of 8 (Eight) bonus equity shares for every 1 (One) existing equity share held by the shareholders.

C. EMPLOYEES STOCK OPTION PLAN (ESOP):

The Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme. Hence no information as per the provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

CORPORATE SOCIAL RESPONSIBILITY

In pursuant to Section 135 of the Companies Act, 2013 read with rules framed there under a CSR Policy to ensure Social Responsibilities have been adopted.

The CSR Policy has been uploaded on the website of the Company at following link: https:// apsisaerocom.com/wp-content/uploads/2025/09/3.-Corporate-Social-Responsibility Policy.pdf.

In view of the profits and turnover of the company, your Company was required to undertake CSR projects during the year 2025-26 under the provisions of section 135 of the Companies Act, 2013 and the rules made their under. As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken various activities, which are in accordance with CSR Policy of the Company and Schedule VII of the Companies Act, 2013. The Annual Report on CSR activities is annexed herewith as Annexure- 5 .

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The competency development of our employees continues to be a key area of strategic focus for us. The management is keen to continuously improve hiring practices, and improve the quality of the team across all functions. Furthermore, the Company has an increasing focus on internal training, external upskilling and team building activities that help maintain a culture of company, innovation and motivation within the organization. This continual pursuit has led to high retention rates among employees. Your company believes and recognises the employees as asset of the Company. In order to ensure smooth functioning, maintain employees overall data in one place, viz. attendance, leave records, declarations, leaves etc.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with provisions of Regulation 34(2)(f) of SEBI Listing Regulations the Company being SME listed, requirement of Business Responsibility and Sustainability Report is not applicable to the Company.

ACKNOWLEDGEMENTS:

The Directors express their appreciation for the continued support and cooperation received by the company from its Customers, Bankers, Shareholders, Suppliers, Business Partners, Financial Institutions and the Central and State Governments. The Directors also express their gratitude and sincere appreciation to all the employees of the company for their contribution, hard work and commitment.

ANNEXURE - 1

DETAILS OF REMUNERATION OF DIRECTORS, KMPs AND EMPLOYEES

AND COMPARATIVES

(Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014) as amended by the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 a) Ratio of remuneration of each director to the median remuneration of the employees and percentage increase in remuneration:

			Ratio of	% of increase/
Sl			remuneration	Decrease in
	Name of the Director	Designation
No.			to Median	Remuneration
			Remuneration	Y-O-Y
	Basavaraju Kanakatte
1		Managing Director	21.84	118.25%
	Shivakumar
2	Vinod Kumar Mariyappan	Whole Time Director	17.36	91.38%
		Chairman and Executive
3	Mihir Kumar Pradhan		16.86	112%
		Director
		Non-Executive Independent
4	Aniruddh Kumar*		1.18	-
		Director
		Non-Executive Independent
5	Jayanthi Amarnath Bhagath*		1.18	-
		Director
	Dayananda Swamy	Non-Executive Independent
6			1.18	-
	Mallikarjunappa*	Director

*These Directors held their respective offices only for part of the year and hence the percentage of increase of remuneration in these cases is not comparable with that of the previous year.

The Non-Executive Independent Directors were paid remuneration by way of sitting fees for attending the Board/Committee Meetings.

The remuneration to the Executive Director and Key Managerial Personnel (KMP) does not include provisions made for gratuity and compensated absences, as they are obtained on an actuarial basis for the Company as a whole.

			Ratio of	% of increase/
Sl			remuneration	Decrease in
	Name of the KMP	Designation
No.			to Median	Remuneration
			Remuneration	Y-O-Y
				NA#
1	Kancharla Naga Shashidhar	Chief Financial Officer	6.29
		Company Secretary &
2	Saloni Jayati		3.08	NA#
		Compliance Officer

#KMP held his respective office only for part of the year and hence the percentage of increase/ decrease of remuneration in this case is not comparable.

		The median remuneration of employees increased from INR
	Percentage increase / (decrease) in median
1		2,35,684, as of March 31, 2025 to INR 2,40,803 as at March
	remuneration of employees in the financialyear
		31, 2026, representing an increase of 2.17%.
	Number of permanent employees on the rolls of	There were 97 permanent employees on the rolls of company
2
	the Company	as on March 31, 2026.
		The average percentile increase in employee remuneration
	Average percentile increase already made	other than managerial personnel was 2.71%. The percentile
	in the salaries of employees other than the	increase in managerial remuneration was 64.06%.
	managerial personnel in the last financial year	JUSTIFICATION:
	and its comparison with the percentile increase
3	in the managerial remuneration and justification	\u2022 Lead Business Expansion & Unit II Development
	thereof and point out if there are any exceptional
	circumstances for increase in the managerial	\u2022 Drive Business Growth & Financial Performance
	remuneration	\u2022 Strengthen Operational Excellence & Governance
		\u2022 Build Long-Term Organizational Capability
	The key parameters for any variable component
4		Not Applicable
	of remuneration availed by the directors;
5	The Company affirms remuneration is as per the Remuneration Policy of the Company.
6	The median remuneration of employees during the financial year 2025-26 was INR 2,40,803.00

b) Remuneration of top ten employees:

										percent-	Any relation
							Date of			age of	with any
Sr.	Name of		Remuneration	Nature of		Experience		Age	Last em-
		Designation			Qualification		Commencement			equity	director or
No.	Employee		Received	employment		(years)		(years)	ployment
							of employment			shares	manager of
										held	the company
					Non formal
											Brother of Mr.
					training in General
									Delcam		KS Shashidhar
					Machinist at the
	Basavaraju	Managing							Software		(Production
1			52,60,000	Permanent	NTTF, Bangalore	17 years	16-08-2022	38		26.21
	K S	Director							India Private		and
					followed by
									Limited		Engineering
					12-month Industrial
											Head)
					Training
		Chairman and			Post Diploma in				Autodesk
	Mihir Kumar
2		Executive	41,80,000	Permanent	Plastics Mould	20 Years	16-08-2022	50	India Private	26.21	No
	Pradhan
		Director			Technology				Limited.
					National
					Apprenticeship
	Vinod Kumar	Whole Time			Certificate in the				Nash
3			40,60,000	Permanent		4 years	16-08-2022	38		20.39	No
	M	Director			trade of \u2018Tool and				Industries
					Die making\u201d from
					NTTF, Bangalore
											Brother of Mr.
		Production and
	K S								Not		Basavaraju K
4		Engineering	19,31,780	Permanent	SSLC	14 years	01-11-2022	36		0.01
	Shashidhar 1								available 2		S (Managing
		Head
											dircetor)
	Kancharla
									Winfinith
	Naga	Chief Financial			Chartered
5			15,15,000	Permanent		4	11-03-2025	28	Marketing	NA	No
		Officer			Accountant
									Pvt Ltd.
	Shashidhar
					B.E. (Mechanical				Garuda
6		Purchase Head	13,46,212	Permanent		15	01-11-2022	38		NA	No
					Engineering)				Aerotech
	Nandeesh S J
									Tata
					B-Tech				Advanced
	E Rukesh	Assistant
7			9,62,291	Permanent	(Mechanical	7.5	01-11-2022	28	Systems	NA	No
	Kumar Reddy	Manager-Quality
					Engineering)				Limited
									SEZ- Unit - II
	Devindra
		Senior			Diploma in				Jsun CNC
	Rathod
8		Production	8,19,400	Permanent	Mechanical	20	11-03-2024	50	Solution Pvt	NA	No
		Engineer			Engineer				Ltd
									Tigma
	Devaraju C
		Quality Head			B-E Mechanical				Precision
9			7,43,710	Permanent		24	10-11-2025	45		NA	No
		and MR			Engineer				Engineer
									Pvt Ltd

1. He is the brother of Mr. Basavaraju K S, Managing Director of the company.

2. He has been associated with the Company since 2012, when he commenced his professional career with the erstwhile partnership firm, Apsis Latitu de.

	Saloni Jayati
		Company
							01-02-2025
		Secretary &			Company				VVS and
10			7,42,678	Permanent		3		28		NA	No
		Compliance			Secretary				associates
		Officer

None of the top ten employees in terms of remuneration are contractual employees of the Company.

Except Mr. K. S. Shashidhar, none of the top ten employees in terms of remuneration are relatives of any of the Directors of the Company, as defined under Section 2(77) of the Companies Act, 2013.