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Aptech Ltd. AGM Information 2025

Sep 17, 2025

60838_rns_2025-09-17_5fba5ee3-2d94-4862-b5c2-06cf35594b2b.pdf

AGM Information

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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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September 17, 2025

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: [email protected]
Symbol: APTECHT
Email: [email protected]

Dear Sir(s)/Madam,

Subject: Proceedings of 25[th] Annual General Meeting of the Members of Aptech Limited (“Company”) held on September 17, 2025

Pursuant to Regulation 30 read with Schedule III and any other relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, enclosed herewith please find a summary of proceedings of 25[th] Annual General Meeting of the Company held on Wednesday, September 17, 2025 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

SHRUTI Digitally signed by SHRUTI Y LAUD Date: 2025.09.17 Y LAUD 19:56:52 +05'30'

Shruti Laud Company Secretary Membership No. A38705 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 25[th] ANNUAL GENERAL MEETING

The 25[th] Annual General Meeting ("AGM") of the Company was held on Wednesday, September 17, 2025 through Video Conferencing ("VC") / Other Audio Visual Means (“OAVM”) 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 12.30 PM

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

Category Promoter and
**Promoter Group **
Public Total
In Person NA NA NA
Through Proxy NA NA NA
Video Conference 3 49 52
Total 3 49 52

At the request of the Directors present, Mr. Ameet Hariani, Chairman 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 Ms. Shruti Laud, Company Secretary, to inform the members about the regulatory matters and general instructions for this AGM

She further informed 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. Ms. Laud further mentioned that since the Meeting is held through Video Conferencing,

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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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requirement of appointment of Proxy is not applicable and accordingly Register of proxy is not maintained.

She further stated that the Notice convening the 25[th] Annual General Meeting of the Company has already been sent by email to all the Members whose Email addresses were registered with the Company/ Kfin Technologies Limited (RTA), their respective depository participants and also other persons who were entitled to receive the same.

The copy of the Register of Directors and KMP and their Shareholding, Register of Contracts in which Directors are interested and Memorandum & Articles of Association of the Company are hereby available for the inspection to Members of the Company at the Registered Office of the Company. The reports of the Statutory and Secretarial Auditors contained no observations or comments; hence, they were not read at the AGM.

Ms. Laud further instructed that the Company has provided the shareholders the facility to send their queries in advance on the business of the Company, proposal in the AGM Notice and other matters in the Annual Report and also provide option to the shareholders to registered themselves as a speaker at the AGM. She further informed that the Company has received the request form few shareholders for registration as speakers and provided with the detailed guidelines for the registered speaker shareholders.

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 13, 2025 to September 16, 2025.

It was further stated since the resolutions have been put to vote electronically there is no requirement under the Companies Act to propose and second the same. She further informed that Mr. Jay Mehta, Practising Company Secretary has been appointed as Scrutinizer for tabulating/ scrutinizing voting process. The results of e-voting will be announced within the prescribed time limit and will also be made available on the Company's website as well as on the NSDL portal. The recorded transcript /video recording of the meeting would be made available on the Company’s Website as soon as possible.

Thereafter, the following Resolutions as set out in the Notice of the 25[th] Annual General Meeting were transacted at the Annual General Meeting.

Sr. No. Resolutions Description Type of Resolution
(Ordinary / Special)
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, 2025 and the
Reports oftheBoard of Directors andAuditors thereon.
Ordinary Resolution
2 To take note of the retirement of Mr. Utpal Sheth (DIN:
00081012), Director, who retires by rotation at this
Ordinary Resolution

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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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Annual General Meeting and has expressed his
intention not to seek reappointment
3 To appoint a Director in place of Mr. Rajiv Agarwal
(DIN: 00379990), who retires by rotation, and being
eligible,have offeredhimself for reappointment.
Ordinary Resolution
Special Business:
4 To ratify the remuneration of Cost Auditor for the
Financial year ended March 31, 2026.
Ordinary Resolution
5 Appointment of Secretarial Auditor Ordinary Resolution
6 To
consider
and
approve
the
Revision
in
Remuneration of Mr. Neeraj Malik (DIN: 07611462),
Whole-TimeDirector(WTD).
Special Resolution
7 To
consider
and
approve
the
Revision
in
Remuneration of Mr. Sandip Weling (DIN: 10479066),
Whole-Time Director (WTD).
Special Resolution

The Company Secretary requested the Chairman to lead further.

Mr. Hariani then provided the below Snapshot of financial results:

Consolidated Revenue from Operations was Rs. 46,010 lakhs as compared to Rs. 43,681 lakhs in the previous financial year.

Consolidated PBT was Rs. 3,474 lakhs in the Financial Year ended March 2025 as compared to Rs. 4,036 lakhs in the previous financial year.

Consolidated PAT was Rs. 1,908 lakhs in the in the Financial Year ended March 2025 as compared to Rs. 2,904 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.19,537 lakhs as on March 31, 2025. The Company declared dividend of Rs. 4.50 per share to the shareholders of the Company for the financial year 2024-25.

The Chairman further informed the shareholders who must have gone through the Annual Report explaining the reasons for aforesaid variations. The chairman further stated that the turnover rose marginally while the PBT and PAT declined. The main reasons for this are as follows:

The Institutional Business experienced a temporary slowdown in the first three quarters of due to the general elections and delayed order cycles from various State and Central Government departments. The Business saw a significant recovery in Q4 reflecting your company’s ability to unlock new opportunities and positioning your Company for further growth across training and assessment. With strong fundamentals and renewed government focus post-elections, the segment is well-positioned for strategic realignment and long-term growth.

The Global Retail segment delivered a robust 11% growth, with Domestic Retail growing by 15%. Your company signed up 89 new domestic centres and 33 international sign-ups – a testament to our expanding footprint and brand appeal.

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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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Mr. Hariani also pointed out that there was a change in the top management with Mr Anuj Kacker and Mr Atul Jain leaving in quick succession. He is glad that Mr Neeraj Malik and Mr Sandeep Weling have now taken charge and are poised to take the Company to its former heights.

The Company has been navigating headwinds with agility. While the aftershocks of the Hollywood strike impacted global VFX production pipelines and affected placements in the animation and VFX sectors, early signs of revival are being seen pivoted around current domestic demand, especially in Digital Content Creation. Aptech has quickly leveraged its strength in Digital Content Creation, a segment buoyed by positive tailwinds and strong market demand. The recent release of the movie “Mahavatar Narsimha” directed by Shri Ashwin Kumar (Founder & Creative Director at Kleem Productions), an Aptech alumni has demonstrated the value that your company’s courses create.

Mr. Hariani opened the Session for Speaker Question & Answer and requested Director(s) to answer the queries raised by speaker shareholders.

The Director(s) then started to reply to the questions posted by the registered speakers and post completion of the replies, they further requested that other shareholders may post their queries to the Company Secretary through email to [email protected] and answer to such queries will be given subject to business confidentially, ethics and corporate governance issues.

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.

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.

The Chairman thanked the Members and officially concluded the proceedings upon the completion of e-voting by the Members. The Meeting commenced at 12:00 PM (IST) and concluded at 12.30 pm (IST).

For Aptech Limited SHRUTI Digitally signed by SHRUTI Y LAUD Date: 2025.09.17 Y LAUD 19:58:59 +05'30'

Shruti Laud Company Secretary & Compliance Officer Membership No. A38705 Place: Mumbai

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VOTING RESULTS

Date of the AGM ~~/EGM~~ 17-09-2025
Total number of Shareholders on Record Date 85310
No. of shareholders present in the meeting either in person or through proxy:
Promoters and Promoter Group: Not applicable
Public: Not applicable
No. of Shareholders attended the meeting through Video Conferencing:
Promoters and Promoter Group: 3
Public: 49

Resolution Details(1)

Resolution Details(1) Resolution Details(1) Resolution Details(1) Resolution Details(1) Resolution Details(1) Resolution Details(1) Resolution Details(1) Resolution Details(1) Resolution Details(1)
Resolution Required 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, 2025 and the Reports of the Board of Directors and Auditors
thereon.
Whetherpromoter/ promotergroup areinterestedinthe agenda/resolution? NO
Category Mode of Voting No. of shares
held
No. of votes
polled
% votes
polled on
outstanding
shares
No. of votes -
in favour
No. of votes -
in Against
% of votes - in
favour
% of votes- in Against
(1) (2) (3)=
[(2)/(1)]*100
(4) (5) (6)=[(4)/(2)]*10
0
(7)=[(5)/(2)]*100
PromoterandPromoterGroup E-voting 27464554 25707237 93.60150906 25707237 0 100 0
Poll 0 0 0 0 0 0
Postal Ballot(ifapplicable) 0 0 0 0 0 0
Total 27464554 25707237 93.60150906 25707237 0 100 0
PublicInstitutions E-voting 1737008 96936 5.580630602 96936 0 100 0
Poll 0 0 0 0 0 0
Postal Ballot(ifapplicable) 0 0 0 0 0 0
Total 1737008 96936 5.580630602 96936 0 100 0
PublicNon-Institutions E-voting 28800129 169984 0.590219579 168737 1247 99.26640154 0.733598456
Poll 0 0 0 0 0 0
Postal Ballot(ifapplicable) 0 0 0 0 0 0
Total 28800129 169984 0.590219579 168737 1247 99.26640154 0.733598456
Total 58001691 25974157 44.78172369 25972910 1247 99.99519907 0.004800926
Resolution Details(2) Resolution Details(2) Resolution Details(2) Resolution Details(2) Resolution Details(2) Resolution Details(2)
Resolution Required To take note of the retirement of Mr. Utpal Sheth (DIN: 00081012),
Director, who retires by rotation at this Annual General Meeting and
has expressedhisintention not to seek re-appointment
Whetherpromoter/ promotergroup areinterestedin the agenda/resolution? NO
Category Mode of Voting No. of shares
held
No. of votes
polled
% votes polled
on outstanding
shares
No. of votes -
in favour
No. of votes -
in Against
% of votes - in
favour
%of votes- in Against
(1) (2) (3)=
[(2)/(1)]*100
(4) (5) (6)=[(4)/(2)]*10
0
(7)=[(5)/(2)]*100
Promoter and
Promoter
Group
E-voting 27464554 25707237 93.60150906 25707237 0 100 0
Poll 0 0 0 0 0 0
Postal Ballot(ifapplicable) 0 0 0 0 0 0
Total 27464554 25707237 93.60150906 25707237 0 100 0
Public
Institutions
E-voting 1737008 96936 5.580630602 96936 0 100 0
Poll 0 0 0 0 0 0
Postal Ballot(ifapplicable) 0 0 0 0 0 0
Total 1737008 96936 5.580630602 96936 0 100 0
Public Non-
Institutions
E-voting 28800129 169964 0.590150134 168597 1367 99.19571203 0.804287967
Poll 0 0 0 0 0 0
Postal Ballot(ifapplicable) 0 0 0 0 0 0
Total 28800129 169964 0.590150134 168597 1367 99.19571203 0.804287967
Total 58001691 25974137 44.78168921 25972770 1367 99.99473707 0.005262928

Resolution Details(3)

Resolution Details(3) Resolution Details(3) Resolution Details(3) Resolution Details(3) Resolution Details(3) Resolution Details(3) Resolution Details(3) Resolution Details(3) Resolution Details(3)
Mode of Voting
No. of votespolled % votespolled on outstandingshares
Resolution Required
Whetherpromoter/promotergroupare interested in the agenda/resolution?
Category
No. of shares held
No. of votes - in favour No. of votes - in Against % of votes - in favour % of votes - in Against
To appoint a Director in place of Mr. Rajiv Agarwal (DIN: 00379990), who retires by rotation,
and beingeligible,have offered himself for reappointment.
NO
(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
Promoter and Promoter Group E-voting 27464554
27464554
25707237
0
93.60150906
0
25707237
0
0
0
100
0
0
0
Poll
Postal Ballot(if applicable)
Total
0
25707237
0
93.60150906
0
25707237
0
0
0
100
0
0
Public Institutions E-voting 1737008 96936 5.580630602 96936 0 100 0
Poll 0 0 0 0 0 0
Postal Ballot(if applicable) 0 0 0 0 0 0
Total 1737008 96936 5.580630602 96936 0 100 0
Public Non-Institutions E-voting 28800129 88644 0.307790288 86758 1886 97.87238843 2.12761157
Poll 0 0 0 0 0 0
Postal Ballot(if applicable) 0 0 0 0 0 0
Total 28800129 88644 0.307790288 86758 1886 97.87238843 2.12761157
Total 58001691 25892817 44.6414864 25890931 1886 99.99271613 0.007283873

Resolution Details(4)

Resolution Details(4) Resolution Details(4) Resolution Details(4) Resolution Details(4) Resolution Details(4) Resolution Details(4) Resolution Details(4) Resolution Details(4) Resolution Details(4)
Resolution Required To ratifythe remuneration of Cost Auditor for the Financialyear ended March 31,2026.
Whetherpromoter/promotergroupare interested in the agenda/resolution? NO
Category Mode of Voting No. of shares held No. of votespolled % votespolled on outstandingshares No. of votes - in favour No. of votes - in Against % of votes - in favour % of votes - in Against
(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
Promoter and Promoter Group E-voting 27464554 25707237 93.60150906 25707237 0 100 0
Poll 0 0 0 0 0 0
Postal Ballot(if applicable) 0 0 0 0 0 0
Total 27464554 25707237 93.60150906 25707237 0 100 0
Public Institutions E-voting 1737008 96936 5.580630602 96936 0 100 0
Poll 0 0 0 0 0 0
Postal Ballot(if applicable) 0 0 0 0 0 0
Total 1737008 96936 5.580630602 96936 0 100 0
Public Non-Institutions E-voting 28800129
28800129
169984 0.590219579 168216 1768 98.95990211 1.040097892
Poll 0 0 0 0 0 0
Postal Ballot(if applicable)
Total
0
169984
0
0.590219579
0
168216
0
1768
0
98.95990211
0
1.040097892
Total 58001691 25974157 44.78172369 25972389 1768 99.99319323 0.006806766

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Resolution Details(5)
Resolution Required Appointment of Secretarial Auditor.
Whether promoter/ promoter group are interested in the agenda/resolution? NO
Category Mode of Voting No. of shares held No. of votes polled % votes polled on outstanding shares No. of votes - in favour No. of votes - in Against % of votes - in favour % of votes - in Against
(1) (2) (3)= [(2)/(1)]100 (4) (5) (6)=[(4)/(2)]100 (7)=[(5)/(2)]100
E-voting 25707237 93.60150906 25707237 0 100 0
Poll 0 0 0 0 0 0
Postal Ballot(if applicable) 27464554 0 0 0 0 0 0
Promoter and Promoter Group Total 27464554 25707237 93.60150906 25707237 0 100 0
E-voting 96936 5.580630602 96936 0 100 0
Poll 0 0 0 0 0 0
Postal Ballot(if applicable) 1737008 0 0 0 0 0 0
Public Institutions Total 1737008 96936 5.580630602 96936 0 100 0
E-voting 169984 0.590219579 168917 1067 99.37229386 0.627706137
Poll 0 0 0 0 0 0
Postal Ballot(if applicable) 28800129 0 0 0 0 0 0
Public Non-Institutions Total 28800129 169984 0.590219579 168917 1067 99.37229386 0.627706137
Total 58001691 25974157 44.78172369 25973090 1067 99.99589207 0.004107929
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Resolution Details(6)

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To consider and approve the Revision in Remuneration of Mr. Neeraj Malik (DIN: 07611462),
Resolution Required Whole-Time Director (WTD).
Whether promoter/ promoter group are interested in the agenda/resolution? NO
Category Mode of Voting No. of shares held No. of votes polled % votes polled on outstanding shares No. of votes - in favour No. of votes - in Against % of votes - in favour % of votes - in Against
(1) (2) (3)= [(2)/(1)]100 (4) (5) (6)=[(4)/(2)]100 (7)=[(5)/(2)]100
E-voting 25707237 93.60150906 25707237 0 100 0
Poll 0 0 0 0 0 0
Postal Ballot(if applicable) 27464554 0 0 0 0 0 0
Promoter and Promoter Group Total 27464554 25707237 93.60150906 25707237 0 100 0
E-voting 96936 5.580630602 96936 0 100 0
Poll 0 0 0 0 0 0
Postal Ballot(if applicable) 1737008 0 0 0 0 0 0
Public Institutions Total 1737008 96936 5.580630602 96936 0 100 0
E-voting 169984 0.590219579 117198 52786 68.94648908 31.05351092
Poll 0 0 0 0 0 0
Postal Ballot(if applicable) 28800129 0 0 0 0 0 0
Public Non-Institutions Total 28800129 169984 0.590219579 117198 52786 68.94648908 31.05351092
Total 58001691 25974157 44.78172369 25921371 52786 99.79677493 0.203225075
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Resolution Details(7)

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To consider and approve the Revision in Remuneration of Mr. Sandip Weling (DIN: 10479066),
Resolution Required Whole-Time Director (WTD).
Whether promoter/ promoter group are interested in the agenda/resolution? NO
Category Mode of Voting No. of shares held No. of votes polled % votes polled on outstanding shares No. of votes - in favour No. of votes - in Against % of votes - in favour % of votes - in Against
(1) (2) (3)= [(2)/(1)]100 (4) (5) (6)=[(4)/(2)]100 (7)=[(5)/(2)]100
E-voting 25707237 93.60150906 25707237 0 100 0
Poll 0 0 0 0 0 0
Postal Ballot(if applicable) 27464554 0 0 0 0 0 0
Promoter and Promoter Group Total 27464554 25707237 93.60150906 25707237 0 100 0
E-voting 96936 5.580630602 96936 0 100 0
Poll 0 0 0 0 0 0
Postal Ballot(if applicable) 1737008 0 0 0 0 0 0
Public Institutions Total 1737008 96936 5.580630602 96936 0 100 0
E-voting 169964 0.590150134 168248 1716 98.99037443 1.009625568
Poll 0 0 0 0 0 0
Postal Ballot(if applicable) 28800129 0 0 0 0 0 0
Public Non-Institutions Total 28800129 169964 0.590150134 168248 1716 98.99037443 1.009625568
Total 58001691 25974137 44.78168921 25972421 1716 99.99339343 0.006606572
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