Aptech Ltd. — AGM Information 2024

Sep 26, 2024

Aptech Limited Regd. office: Aptech House A-65, MIDC, Marol, Andheri (E), Mumbai - 400 093. T: 91 22 6828 2300 / 6646 2300 F: 91 22 6828 2399 www Aptech-worldwide corn

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26[th ] September, 2024

To, BSE Limited 25thFloor, P J Towers, Dalal Street, Mumbai – 400 001	To, National Stock Exchange of India Limited Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex Bandra (E), Mumbai - 400 051.
Scrip Code: 532475 Email: corp.comm@bseindia.com	Symbol: APTECHT Email: compliance@nse.co.in

Dear Sir(s)/Madam,

Subject: Proceedings of 24[th] Annual General Meeting held on 26[th] September, 2024

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, enclosed herewith please find a summary of proceedings of 24[th] Annual General Meeting of the Company held on Thursday, 26[th] September, 2024 at 12.00 noon (IST) via Video Conference / Other Audio Visual Means.

You are requested to take the same on record

Thanking you,

For Aptech Limited

AKSHAR Digitally signed by AKSHAR KRISHNAKU KRISHNAKUMAR BIYANI MAR BIYANI Date: 2024.09.26 19:55:59 +05'30'

A K Biyani Company Secretary Membership No. F8378 Encl: As above

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Aptech Limited Regd. office: Aptech House A-65, MIDC, Marol, Andheri (E), Mumbai - 400 093. T: 91 22 6828 2300 / 6646 2300 F: 91 22 6828 2399 www Aptech-worldwide corn

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SUMMARY OF PROCEEDINGS OF 24[th] ANNUAL GENERAL MEETING

The 24[th] Annual General Meeting ("AGM") of the Company was held on Thursday, September 26, 2024 through Video Conferencing ("VC") in accordance with the applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Circulars issued by Ministry of Corporate Affairs and the Securities and Exchange Board of India.

The Meeting commenced at 12:00 noon and concluded at 12.36 PM

The details of the Members present in the Meeting are as follows:

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Category Promoter and Public Total
Promoter Group
In Person N.A N.A N.A
Through Proxy N.A N.A N.A
Video Conference 5 32 37
Total 5 32 37
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At the request of the Directors present, Mr. Ameet Hariani presided over this Meeting.

Mr. Ameet Hariani, Chairman commenced the Meeting as requisite quorum was present. He introduced all the Board of Directors of the Company who were present at the Annual General Meeting to our shareholders. He further acknowledged the presence of our Statutory Auditor, Secretarial Auditor, Scrutinizer and KMP in this Meeting and welcomed the Shareholders who were present at the Meeting.

The Chairpersons of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee were also present in the Meeting.

The Chairman further requested Mr. Akshar Biyani, Company Secretary, to inform the members about the process relating to the agenda. Mr. Biyani then stated that pursuant to the several circulars of the MCA, companies are permitted to hold an AGM through Video Conference / Other Audio-visual means (VC/OAVM) facility, and this meeting is being accordingly held without the physical presence of the Members at a common venue.

He further informed that the copy of the Register of Directors and KMP and their Shareholding, Register of Contracts in which Directors are interested, Auditors certificate on ESOP implementation and other eligible documents are hereby available for the inspection to Members of the Company at the Registered Office of the Company. Mr. Biyani mentioned that since the

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Aptech Limited Regd. office: Aptech House A-65, MIDC, Marol, Andheri (E), Mumbai - 400 093. T: 91 22 6828 2300 / 6646 2300 F: 91 22 6828 2399 www Aptech-worldwide corn

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Meeting is held through Video Conferencing, requirement of appointment of Proxy is not applicable and accordingly Register of proxy is not maintained.

He further stated that the Notice convening the 24[th] Annual General Meeting of the Company has already been sent by email to all the Members and with permission may be taken as read. He also informed that due to Green Initiative, the digital copy of the Annual Report containing the Annual Financial Statements along with the Report of the Directors and Auditors thereon, have already been sent to the Shareholders registered email and with permission would like to take them as read. Any shareholder may request for physical copies of the Annual Report to the Company Secretary and email to cs@aptech.ac.in.

The Company Secretary informed as well that as per the provisions of the Companies Act, 2013, Ministry of Corporate Affairs circulars and SEBI circulars, the Company had provided remote e- voting facility to the Members on the portal of NSDL from September 22, 2024 to September 25, 2024. The Members, whose names appear in the Register of Members / Beneficial Owners as on the Cut-off date i.e. Thursday, September 19, 2024, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Thursday, September 19, 2024. The Company Secretary handed over the dias to the Chairman to lead the agenda.

Thereafter, the following Resolutions as set out in the Notice of the 24[th] Annual General Meeting were read and moved by the Chairman.

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Sr. No. Resolutions Description
Ordinary Business:
1 To receive, consider and adopt the Audited Financial Statements (including
Audited Standalone and Consolidated Financial Statement) of the Company for
the Financial Year ended March 31, 2024
2 To appoint a Director in place of Mr. Rajiv Agarwal (DIN: 00379990), who
-
retires by rotation and being eligible offers himself for re appointment.
Special Business:
3 To ratify the remuneration of Cost Auditor for the Financial year ended March
31, 2025
4 To Regularize the appointment of Mrs. Vandana Chamaria (DIN:07131829) as
a Woman Director (Non – Executive, Independent) of the Company for the
term of 5 years
5 To consider and approve appointment of Mr. Atul Jain (DIN: 07434943) as
Managing Director and Chief Executive Officer for the term of 5 years with
effect from August 03, 2024
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Mr. Hariani opened the Session for Speaker Question & Answer and requested Mr. Anuj Kacker, Whole time Director cum Interim CEO to answer the queries raised by speaker shareholders.

The Whole time Director cum Interim CEO then started to reply to the questions posted by the registered speakers and post completion of the replies, he further requested that other shareholders may post their queries to the Company Secretary through email to cs@aptech.ac.in

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Aptech Limited Regd. office: Aptech House A-65, MIDC, Marol, Andheri (E), Mumbai - 400 093. T: 91 22 6828 2300 / 6646 2300 F: 91 22 6828 2399 www Aptech-worldwide corn

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and answer to such queries will be given subject to business confidentially, ethics and corporate governance issues and further requested the Chairman to take over the dais.

Mr. Hariani provided the below Snapshot of financial results:

Consolidated Revenue from Operations was Rs. 43,681 lakhs in the Financial Year ended March 2024 as compared to Rs. 45,692 lakhs in the previous financial year.

Consolidated PBT was Rs. 4,036 lakhs in the Financial Year ended March 2024 as compared to Rs. 8,226 lakhs in the previous financial year.

Consolidated PAT was Rs. 2,904 lakhs in the Financial Year ended March 2024 as compared to Rs. 6,769 lakhs in the previous financial year.

The Company maintained a zero-debt balance sheet. Cash and Cash Equivalents including short term investments amounted to Rs.19,893 lakhs as on March 31, 2024. The Company declared dividend of Rs. 4.50 per share to the shareholders of the Company for the financial year 2023-24.

The Chairman further informed the shareholders who must have gone through the Annual Report explaining the reasons for aforesaid variations. The chairman further stated the depreciation in Nigerian currency and the deceleration in the institutional business as few major causes of such variations. He also emphasized on various positive corporate actions like bonus Issue in year 2023 and dividend in year 2024 basis management conviction for further growth. Additionally, he highlighted the visibility of green shoots, coupled with opportunities for strategic improvement and further growth in the company’s business segments.

Mr. Hariani then requested the Members who have not cast their vote through remote e-voting to cast their vote electronically by clicking on the voting button visible on the screen.

The Chairman further informed that Mr. Jay Mehta, Practising Company Secretary has been appointed as Scrutinizer for tabulating/ scrutinizing voting process. The result of e-voting will be announced within prescribed time Limit.

He further instructed that the Shareholder who have not voted may do so within next 15 minutes and now declared the Annual General Meeting as closed.

For Aptech Limited AKSHAR Digitally signed by AKSHAR KRISHNAKU KRISHNAKUMAR BIYANI Date: 2024.09.26 MAR BIYANI 19:56:23 +05'30' A.K Biyani Company Secretary Membership No. F8378 Place: Mumbai

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