Aptech Ltd. — Board/Management Information 2025

Jun 19, 2025

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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June 19, 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	Symbol: APTECHT

Dear Sir/Madam,

Sub: Postal Ballot Notice

Further to the outcome of meeting of the Board of Directors of Aptech Limited (“the Company”) dated May 08, 2025, please find enclosed herewith copy of the postal ballot notice to seek approval of the shareholders for the following Special resolutions:

	Sr. No		Particulars
	1.		To Regularise the Appointment of the Mr. Neeraj Malik (DIN: 07611462) as a Whole-Time Director (Executive, Non-Independent Director) of the Company.
	2.		To Regularise the Appointment of the Mr. Sandip Weling (DIN: 10479066) as Whole-Time Director(Executive, Non-IndependentDirector) ofthe Company.

Notice is being sent through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, June 13, 2025, seeking their approval as set out in the Notice.

The remote e-voting will commence from Friday, June 20, 2025 (9:00 A.M. IST) and shall end on Saturday, July 19, 2025 (5:00 P.M. IST). The results of the postal ballot will be announced on or before Monday, July 21, 2025 (5:00 P.M. IST).

This is for your information and records.

For Aptech Limited

Digitally signed SHRUTI by SHRUTI Y LAUD Y LAUD Date: 2025.06.19 11:09:41 +05'30'

Shruti Laud Company Secretary Membership no.: A38705 Place: Mumbai

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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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APTECH LIMITED Registered Office: Aptech House, A 65, M.I.D.C, Marol Andheri (East) Mumbai 400093 Phone: +91 22 6828 2300 E Mail: cs@aptech.co.in CIN: - L72900MH2000PLC123841

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 (‘the Act’) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014]

Notice is hereby given that pursuant to the provisions of Section 110 of the Companies Act, 2013 (“the Act”) and all other applicable provisions, if any, of the Act, read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), as amended from time to time, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, and 9/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs, Government of India (collectively referred to as “MCA Circulars”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and any other applicable law, act, rules, regulations, circulars, and notifications (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the resolution set out below are proposed to be passed by the Members of Aptech Limited (the “Company”) by means of Postal Ballot, only by way of remote electronic voting (“evoting” or “remote e- voting”) process.

The proposed resolution and the Explanatory Statement pursuant to Section 102(1) of the Act, read with Rules framed thereunder; setting out the material facts concerning the resolution mentioned in this Postal Ballot Notice (“Notice”), are annexed hereto for your consideration and forms part of the Notice.

In accordance with the MCA Circulars and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024 (“SEBI Circular”), this Postal Ballot Notice is being sent only by e-mail to those members whose names appear on the Register of Members / List of Beneficial Owners as on Friday, June 13, 2025 (“cut-off date”) received from the Depositories (i.e. National Securities Depository Limited (“NSDL”) and Central Depository and Services (India) Limited (“CDSL”) and whose e-mail addresses are registered with the Company/ Kfin Technologies Limited, Registrar and Share Transfer Agent (“RTA”) / Depositories. Physical copies of the Postal Ballot Notice, Postal Ballot Forms and pre-paid business reply envelopes are not being sent to members since the requirement has been dispensed with as per the afore mentioned MCA Circulars and SEBI Circular and consequently no physical ballot forms will be accepted by the Company.

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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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The Postal Ballot Notice (“Notice”) will also be placed on the website of the Company at https://www.aptech-worldwide.com/ under News and Notifications, in the Investors tab, the e-voting website of NSDL at www.evoting.nsdl.com and shall also be communicated to stock exchange where the shares of the Company are listed i.e. BSE Limited (“BSE”) at www.bseindia.com and National Stock Exchange of India Limited (“NSE”) at https://www.nseindia.com/ .

In accordance with the MCA Circulars and SEBI Circular, the Company has made necessary arrangements with the RTA to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Notice.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with Rule 20 and Rule 22 of the Rules, as amended and framed thereunder and the MCA Circulars and SEBI Circular, the manner of voting on the proposed resolution is restricted only to e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. For this purpose, the Company has engaged the services of NSDL as the agency to provide e-voting facility. The instructions for e-voting are appended to this Notice.

The Board of Directors of the Company has, at its meeting held on May 08, 2025, appointed M/s Jay Mehta & Associates, (FCS No. 8672) , Practicing Company Secretary, as the Scrutinizer for conducting the postal ballot process through remote e-voting process in a fair and transparent manner and in accordance with the provision of the Act and Rules made thereunder and any other statutory guideline, in this regard, in view of the consent letter submitted by him stating his willingness to be appointed as Scrutinizer for the Postal Ballot.

The voting rights of the Members shall be reckoned in proportion to the equity shares held by them on the Cut-Off date. Only the Members are entitled to vote as on the cut-off date under the e-voting facility offered by the Company and any other recipients of the Notice who have no voting rights should treat the Notice as intimation only.

The Members are requested to carefully read the instructions on e-voting printed in this Notice and record their assent (“FOR”) or dissent (“AGAINST”) on the proposed resolution through the e-voting process. The Members should cast their votes online from 9:00 am (IST) on Friday, June 20, 2025 till 05.00pm (IST) on Saturday, July 19, 2025 as per e-voting and other instructions provided in this Notice. E-Voting shall not be allowed beyond 05.00 pm (IST) of Saturday, July 19, 2025 and beyond such time it will be considered that no reply has been received from the Member .

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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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The Scrutinizer will submit his report to the Chairman of the Company or in his absence any other person duly authorized by him, after completion of scrutiny of the e-voting. The results along with Scrutinizer’s Report shall be declared on or before Monday, July 21, 2025 at the Registered Office of the Company and communicated to the Stock Exchanges, Depositories and RTA. The results will also be displayed on the Company’s website https://www.aptech-worldwide.com/ and that of NSDL, BSE and NSE. The Scrutinizer’s decision on the validity of the voting shall be final.

The proposed resolution, if approved, will be taken as having duly passed on the last date specified for e- voting by the requisite majority of Members by means of Postal Ballot, i.e Saturday, July 19, 2025 .

SPECIAL BUSINESS :

1. TO REGULARISE THE APPOINTMENT OF THE MR. NEERAJ MALIK (DIN: 07611462) AS A WHOLE-TIME DIRECTOR (EXECUTIVE, NON-INDEPENDENT DIRECTOR) OF THE COMPANY:

To consider and if deemed fit, to pass the following resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, Section 152, Section 196, Section 197 and Section 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013, (“the Act”) and all other applicable provisions of the Companies Act, 2013 and the Rules made thereunder Regulation 17(1C) and 26A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s), or re-enactment thereof for the time being in force) read with Article 64 (i) & (ii) of the Articles of Association of the Company, Mr. Neeraj Malik (DIN: 07611462) be and is hereby appointed as the Whole-time Director (Executive & Non-Independent Director) of the Company to hold office for 5 (Five) years w.e.f. April 29, 2025 and who was appointed as the Additional Director by the Board of Directors of the Company at their meeting held on April 29, 2025 and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director.

The Company to pay to Mr. Neeraj Malik the following:

• Remuneration: The current annual remuneration of INR 1.30 crores to continue.

• In addition, the following will be provided:

• Fuel Reimbursement up to INR 15000/- per month for official purposes.

• Driver Salary Reimbursement up to INR 30000/- per month for official purposes.

• Group Health Insurance coverage as per Company’s policy. The current coverage is INR 10.00 lakhs.

• Group Term Life Insurance coverage as per Company’s policy. The current sum assured is upto five times of CTC.

• Official Mobile Bills (Rent + Usage) at actual will be paid by the Company

RESOLVED FURTHER THAT where in any financial year during the tenure of the Whole-time Director, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of Salary, Supplementary Allowances, Medical expenses, Performance linked annual discretionary bonus, Benefits and Perquisites subject to further approvals as required under Schedule V of the Companies Act, 2013, or any modification(s) thereto.

RESOLVED FURTHER THAT the Chief Financial Officer or the Company Secretary of the Company be and are hereby severally authorised to file the necessary forms and other related documents with 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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Ministry of Corporate Affairs and to do all such acts, deeds and things as may be necessary to give effect to this resolution. ”

2. TO REGULARISE THE APPOINTMENT OF THE MR. SANDIP WELING (DIN: 10479066) AS WHOLE-TIME DIRECTOR (EXECUTIVE, NON-INDEPENDENT DIRECTOR) OF THE COMPANY:

To consider and if deemed fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, Section 152, Section 196, Section 197 and Section 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Rules made thereunder Regulation 17(1C) and 26A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Article 64 (i) & (ii) of the Articles of Association of the Company, Mr. Sandip Weling (DIN: 10479066) be and is hereby appointed as the Whole-time Director (Executive Non-Independent Director) of the Company to hold office for 5 (Five) years w.e.f. April 29, 2025 and who was appointed as the Additional Director by the Board of Directors of the Company at their meeting held on April 29, 2025 and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director.

The Company to pay to Mr. Sandip Weling the following:

• Remuneration: The current annual remuneration of INR 1.20 crores to continue.

• In addition, the following will be provided:

• Fuel Reimbursement up to INR 15000/- per month for official purposes.

• Driver Salary Reimbursement up to INR 30000/- per month for official purposes.

• Group Health Insurance coverage as per Company’s policy. The current coverage is INR 10.00 lakhs.

• Group Term Life Insurance coverage as per Company’s policy. The current sum assured is up to five times of CTC.

• Official Mobile Bills (Rent + Usage) at actual will be paid by the Company

RESOLVED FURTHER THAT where in any financial year during the tenure of the Whole-time Director, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of Salary, Supplementary Allowances, Medical expenses, Performance linked annual discretionary bonus, Benefits and Perquisites subject to further approvals as required under Schedule V of the Companies Act, 2013, or any modification(s) thereto.

RESOLVED FURTHER THAT the Chief Financial Officer or the Company Secretary of the Company be and are hereby severally authorised to file the necessary forms and other related documents with the Ministry of Corporate Affairs and to do all such acts, deeds and things as may be necessary to give effect to this resolution.”

Registered Office: By Order of the Board of Directors Aptech House, A 65, M.I.D.C, For Aptech Limited Marol Andheri (East), Mumbai 400093

Sd/-

Shruti Laud

Date: May 08, 2025 Shruti Laud Place: Mumbai Company Secretary and Compliance Officer

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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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NOTES:

1. The relevant Explanatory Statement pursuant to Sections 102 and 110 of the Act read with Rule 22 of the Rules and any other applicable provisions of the Act read with Rules thereunder setting out the material facts and reasons for the proposed Resolution of the Postal Ballot Notice and disclosure as required under the applicable provisions of the Act, SEBI Listing Regulations and SS-2 are appended herein below for your consideration.

2. In compliance with the MCA Circulars and the SEBI Listing Regulations, the Postal Ballot Notice along with the instructions regarding E-voting is being sent by electronic mode only to those Members whose names appear in the Register of Members / list of Beneficial Owners, maintained by the Company / Registrar and Transfer Agent, KFin Technologies Limited (“RTA”)/ Depositories (i.e. National Securities Depository Limited (‘NSDL’) and Central Depository Services (India) Limited (‘CDSL’) as at close of business hours on Friday, June 13, 2025 (i.e. Cut-off date), and whose e-mail IDs are registered with the Depository Participants (DPs) or with the Company or its RTA as on the Cut-off date. For Members who have not registered their e-mail IDs, please follow the instructions given under Note No. 18.

3. In compliance with the provisions of Section 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and Secretarial Standard (SS)-2 issued by the Institute of Company Secretaries of India on General Meeting, the Company is offering Remote E- Voting (“e-voting”) facility to enable the Members to cast their votes electronically.

4. As per the MCA Circulars, physical copies of the Postal Ballot Notice, postal ballot forms and prepaid business reply envelopes are not being sent to Members for this postal ballot. Members are requested to provide their assent or dissent through Remote E-Voting only. The Company has engaged the services of NSDL to provide Remote E-Voting facility to its member. The detailed procedure with respect to E-Voting is mentioned in Note No. 20.

5. A copy of the Postal Ballot Notice is available on the website of the Company at https://www.aptechworldwide.com/ website of the stock exchanges i.e. BSE Limited and National Stock Exchange of India Limited, at www.bseindia.com and https://www.nseindia.com/, respectively and also on the website of e-Voting service provider i.e. National Securities Depository Limited’s (‘NSDL’) e- Voting website at www.evoting.nsdl.com.

6. Documents referred to in the Postal Ballot Notice will be available for inspection at the Registered Office of the Company during office hours from 10.00 a.m. to 2.00 p.m. on all working days except Saturday, Sunday and Public Holidays until closure of time for casting vote through remote e-voting, and also be available electronically for inspection, without any fee, to Members from the date of circulation of the Postal Ballot Notice up to the time of closure of the voting period. Members seeking to inspect such documents can send an e-mail to cs@aptech.co.in

7. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their Depository Participants (DPs) for shares held in Demat Mode. Members may note that physical shareholding is not applicable to the Company.

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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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1. After sending the notice of Postal ballot through email, an advertisement shall be published in English newspaper and in vernacular language in Marathi newspaper, each with wide circulation in the district, where the Registered Office of the Company is situated, pursuant to Rule 22 of the Companies (Management and Administration) Rules, 2014 and the same will also be uploaded on the Company’s website: https://www.aptech-worldwide.com/

2. The voting rights for the equity shares of the Company are one vote per equity share, registered in the name of the member. The voting rights of the members shall be in proportion to the paid-up share capital of the Company held by them as on close of business hours of Friday, June 13, 2025, i.e. the Cut-off date. In case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote. The Members whose names appear in the Register of Members / List of Beneficial Owners as on the Cut-off Date shall only be considered eligible for the purpose of remote E-Voting and those members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote E-Voting process. Any person who is not a Member as on the Cut-off date or becomes a member post the Cut-off date should treat this Postal Ballot Notice for information purpose only.

3. A member cannot exercise his/ her vote through proxy on postal ballot. However corporate and institutional members shall be entitled to vote through their authorised representatives. Corporate and institutional members (are required to send scanned certified true copy (PDF Format) of the board resolution/authority letter, power of attorney together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer by email to jay@csjaymehta.in or to the Company to cs@aptech.co.in with a copy marked to evoting@nsdl.com

4. The Remote E-Voting facility will commence on Friday, June 20, 2025 at 09:00 am (IST) and will end on Saturday, July 19, 2025 at 5:00 pm (IST). Remote E-Voting facility will be blocked by NSDL immediately thereafter and the members will not be allowed to cast their votes beyond the said date and time.

5. Members are requested to cast their vote through the remote E-voting process not later than 05:00 pm (IST) on Saturday, July 19, 2025, in order to be eligible for being considered, failing which it will be strictly treated as if no vote has been cast by the Member.

6. Once the votes on the resolution are cast by the Members, the Members will not be allowed to change them subsequently.

7. The Board of Directors of the Company have appointed M/s Jay Mehta & Associates , Practicing Company Secretaries, as Scrutinizer, to scrutinize the Postal Ballot through remote E-voting process in a fair and transparent manner. M/s Jay Mehta & Associates had communicated their willingness for such appointment.

8. The Scrutinizer’s decision on the validity of the e-voting shall be final and binding on all.

9. The Scrutinizer will submit his report to the Chairman of the Company or in his absence any other person duly authorized by him, after completion of scrutiny of the postal ballots (e- voting). The results along with Scrutinizer’s Report shall be declared on or before Monday, July 21, 2025, at the Registered Office of the Company and communicated to the Stock Exchanges, Depositories and RTA. The results will also be displayed on the Company’s website cs@aptech.co.in and that of NSDL, BSE and NSE at www.evoting.nsdl.com; www.bseindia.com and https://www.nseindia.com/, respectively.

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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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1. The resolution, if passed by the requisite majority, shall be deemed to have been passed on Saturday, July 19, 2025, i.e. the last date specified for receipt of votes through the Remote E- voting process. The resolution passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a general meeting of the Members.

2. Procedure for registration of email address with the Company/DP:

Members are requested to register the email address with their concerned DPs, in respect of electronic holding. Further, those Members who have already registered their e-mail addresses are requested to keep their e-mail addresses validated/updated with their DPs / RTA/ Company to enable servicing of notices / documents / Annual Reports and other communications electronically to their e-mail address, in future.

1. Members holding shares in demat mode are requested to intimate any change in their address and/ or bank mandate or any particulars to their Depository Participant(s). The Company cannot act on any request received directly from members holding shares in demat mode for change/ updation in their particulars.

2. The details of the process and manner for remote e-voting are explained herein below;

Cut-off date for Remote E-Voting Eligibility	Friday, June 13, 2025
Remote E-Voting Commencement Date and Time	Friday, June 20, 2025 @9.00 a.m.
Remote E-Voting End Date and Time	Saturday, July 19, 2025 @5.00 p.m.

• (i) Process to vote electronically by using NSDL e-Voting system.

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e- Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful

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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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authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e- Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. If your are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. .

Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e- Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website:http://www.cdslindia.comand click on login icon & New System My easi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting

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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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page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e- Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website http://www.cdslindia.comand click on login & New System My easi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e- Voting option. Click on e-Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request mail at evoting@nsdl.comor call at 022 - 4886 7000 and 022 -2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at mailto: helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

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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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How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDLor CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

2. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

3. c) How to retrieve your ‘initial password’?

4. (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

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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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• (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to jay@csjaymehta.in or to the Company to cs@aptech.co.in with a copy marked to evoting@nsdl.com Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "eVoting" tab in their login.

ii. Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolution set out in this notice:

1. In case of the Company, physical shareholding is not applicable since such shares are maintained in Escrow Account maintained by the Company and such holders are not eligible to vote in Postal Ballot.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to einward.ris@kfintech.com, evoting@nsdl.com and cs@aptech.co.in. If you are Individual shareholders holding securities in demat mode, you are requested to refer to the login method

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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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explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

1. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

3. Attention of members of the Company is also drawn to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated 03rd November, 2021 read with SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/PIR/2021/687 dated 14th December, 2021 and SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25th January, 2022 on ‘Common and Simplified Norms for Processing Investors Service Requests by RTAs and norms for furnishing PAN, KYC details and nomination’ and it is requested that the members furnish their respective PAN, KYC Details and nomination with the RTA/Company/ in accordance with said Circulars for updating their related records maintained in the Company. Further, as per the provisions of Section 72 of the Companies Act, 2013, the facility for making nomination is available for members in respect of shares held by them. Members holding shares in electronic may obtain nomination forms from their respective Depository Participants(s).

4. We urge the members to support our commitment to environment protection by choosing to receive their communications through e-mail. You may do this by updating your email addresses with you depository participant(s) and the RTA/Company.

Registered Office: By Order of the Board of Directors

Sd/-

Aptech House, A 65, M.I.D.C, For Aptech Limited Marol Andheri (East), Mumbai 400093 Date: May 08, 2025 Shruti Laud Place: Mumbai Company Secretary and Compliance Officer

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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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EXPLANATORY STATEMENT

ITEM 1 & ITEM 2:

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors (“Board”) at their meeting held on April 29, 2025, approved the appointments of Mr. Neeraj Malik (DIN: 07611462) & Mr. Sandip Weling (DIN: 10479066) as an Additional Director (Executive & Non-Independent Director Category) of the Company with effect from April 29, 2025 for a period of five years.

Accordingly, in terms of the provisions of the Companies Act, 2013 and Regulation 17(1C) of SEBI Listing Regulations, it is proposed to obtain approval of the Members / shareholders by way of Postal Ballot for appointment of Mr. Neeraj Malik (DIN: 07611462) & Mr. Sandip Weling (DIN: 10479066) as Whole-Time Directors (Executive & Non-Independent Directors) of the Company for a period of 5 years w.e.f. April 29, 2025 on the terms, conditions and remuneration as mentioned below:

The Company to pay to Mr. Neeraj Malik the following:

• Remuneration: The current annual remuneration of INR 1.30 crores to continue.

• In addition, the following will be provided:

• Fuel Reimbursement up to INR 15000/- per month for official purposes.

• Driver Salary Reimbursement up to INR 30000/- per month for official purposes.

• Group Health Insurance coverage as per Company’s policy. The current coverage is INR 10.00 lakhs.

• Group Term Life Insurance coverage as per Company’s policy. The current sum assured is upto five times of CTC.

• Official Mobile Bills (Rent + Usage) at actual will be paid by the Company.

The Company to pay to Mr. Sandip Weling the following:

• Remuneration: The current annual remuneration of INR 1.20 crores to continue.

• In addition, the following will be provided:

• Fuel Reimbursement up to INR 15000/- per month for official purposes.

• Driver Salary Reimbursement up to INR 30000/- per month for official purposes.

• Group Health Insurance coverage as per Company’s policy. The current coverage is INR 10.00 lakhs.

• Group Term Life Insurance coverage as per Company’s policy. The current sum assured is up to five times of CTC.

• Official Mobile Bills (Rent + Usage) at actual will be paid by the Company.

RESOLVED FURTHER THAT where in any financial year during the tenure of the Whole-time Director, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of Salary, Supplementary Allowances, Medical expenses, Performance linked annual discretionary bonus, Benefits and Perquisites subject to further approvals as required under Schedule V of the Companies Act, 2013, or any modification(s) thereto.

Mr. Neeraj Malik & Mr. Sandip Weling are neither disqualified from being appointed as a Directors in terms of Section 164 of the Act nor are debarred from holding the office of Directors by virtue of any SEBI order or any other authority and has given all the necessary declarations and confirmation including their consent to be appointed on the Board of the Company.

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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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Disclosures as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards 2 -General Meetings are given below:

Name	Mr. Neeraj Malik	Mr. Sandip Weling
DIN	07611462	10479066
Category	Executive, Non-Independent Director	Executive, Non-Independent Director
Date of birth	20-11-1979	15-03-1970
Age	46 Years	55 Years
Date of first appointment on the Board	April 29, 2025	April 29, 2025
Shareholding in the Company	2,521 equity shares in Aptech Limited	-
Relationship with other directors and other Key Managerial Personnel	Mr. Malik is not related to any of the Directors or Key Managerial Personnel of the Company.	Mr. Weling is not related to any of the Directors or Key Managerial Personnel of the Company.
Number of Board Meetings attended during FY 2025-26	1	1
Names of listed entities in which the person holds directorships	0	0
Names of listed entities from which the person has resigned in the past three years	0	0
Directorships held in other companies	1	1
Membership/ Chairmanship of Committees of the Board	1	0
Terms and conditions of appointment or re-appointment	As per Employment Contract	As per Employment Contract
Remuneration last drawn (Since February 1, 2024)	NIL	NIL
Brief profile / resume of Director	Mr. Neeraj Malik (DIN: 07611462), age 46, has a Post- Graduate degree in Business Management from Guru Gobind Singh Indraprastha University, Delhi. He has a work experience of 24 years and is currently designated as Chief Business Officer (Enterprise Business Group). In the past, he has worked with Wipro Infotech, Tata Consultancy Services (TCS), Sify Technologies, Xerox India, and Indiamart Intermesh, where he held multiple key positions.	Mr. Sandip Weling (DIN: 10479066), age 55, is a Masters in Marketing Management from Welingkar Institute of Management and a B.E. (Mechanical) from VJTI, Mumbai. He has a work experience of over 32 years and is currently designated as Chief Business Officer (Global Retail Business). In the past, he has worked with Eureka Forbes Limited as CEO – Direct Sales Business, and held roles of progressive responsibilities in Mahindra Holidays & Resorts Ltd. (Head – Franchise Business), Jubilant Agri & Consumer Products Ltd. (National Sales Head – Consumer Products), Bharti Axa Life Insurance Company Ltd.

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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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(Vice President – Direct
Distribution), and Kotak
Mahindra Old Mutual Life
Insurance Ltd. (Chief Manager –
Distribution Development,
Planning & Strategy). He has
also worked with Crompton
Greaves Ltd., Philips India Ltd.,
and Friends Combine.

A notice in writing under Section 160 of the Act has been received from a member signifying the intention to propose the name of Mr. Neeraj Malik & Mr. Sandip Weling as the candidate for the office of Director.

The Board of Directors recommends the resolution regarding appointment of Mr. Neeraj Malik & Mr. Sandip Weling, as Whole-Time Director (Executive & Non-Independent Director) of the Company for consideration and approval of the Members of the Company by way of Special Resolution.

Except Mr. Neeraj Malik & Mr. Sandip Weling, none of the other Directors or Key Managerial Personnel or their relatives are in any way concerned or interested in passing of this resolution.

Registered Office: By Order of the Board of Directors Aptech House, A 65, M.I.D.C, For Aptech Limited Marol Andheri (East) Mumbai 400093 Sd/Date: May 08, 2025 Shruti Laud Place: Mumbai Company Secretary and Compliance Officer

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