Aptech Ltd. — Proxy Solicitation & Information Statement 2025

Mar 6, 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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March 06, 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 January 25, 2025, please find enclosed herewith copy of the postal ballot notice to seek approval of the shareholders for the following Ordinary resolutions:

	Sr. No		Particulars
	1.		To increase the Authorised Share Capital of the Company and consequent amendment in the Memorandum of Association.
	2.		To appoint Mr. Amit Goela (DIN: 01754804) as Non-Executive, Non-Independent Director of the Company.
	3.		To appoint Mr. Vishal Gupta (DIN:10388230) as Non-Executive, Non-Independent Director 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, February 28, 2025, seeking their approval as set out in the Notice.

The remote e-voting will commence from Friday, March 07, 2025 (9:00 A.M. IST) and shall end on Saturday, April 05, 2025 (5:00 P.M. IST). The results of the postal ballot will be announced on or before Monday, April 07, 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: 2025.03.06 14:56:07 +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 (“e-voting” 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-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 February 28, 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

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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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dispensed with as per the afore mentioned MCA Circulars and SEBI Circular and consequently no physical ballot forms will be accepted by the Company.

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 January 25, 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

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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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process. The Members should cast their votes online from 9:00 am (IST) on March 07, 2025 till 05.00pm (IST) on April 05, 2025 as per e-voting and other instructions provided in this Notice. E- Voting shall not be allowed beyond 05.00 pm (IST) of April 05, 2025 and beyond such time it will be considered that no reply has been received from the Member .

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 April 07, 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 April 05, 2025 .

SPECIAL BUSINESS :

1. To increase the Authorised Share Capital of the Company and consequent amendment in the Memorandum of Association:

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

“RESOLVED THAT pursuant to the provisions of Sections 13, 61 and 64 of the Companies Act, 2013 read with Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014 and all other applicable provisions of the Companies Act, 2013, including any statutory modifications or reenactment’s thereof, for the time being in force and applicable provisions of Articles of Association of the company, the consent of the members of the company, be hereby accorded to increase the authorized share capital of the company, from Rs. 60,00,00,000/- (Rupees Sixty Crore only) divided into 6,00,00,000 (Six Crores) Equity Shares of Rs. 10/- (Rs. Ten) each to Rs. 63,00,00,000/- (Rupees Sixty Three Crore only) divided into 6,30,00,000 Equity shares of Rs. 10/- (Rs. Ten) each.

“RESOLVED FURTHER THAT the increased authorized equity share capital shall rank pari-passu in all respect with the existing Equity Shares of the Company.

“RESOLVED FURTHER THAT pursuant to Sections 13, 61 and 64 and all other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the rules framed thereunder, the consent of the members of the company be and is hereby

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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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accorded to alter clause V of the Memorandum of Association of the Company by substituting the following:

(v) The Authorized Share Capital of the Company is Rs. 63,00,00,000/- (Rupees Sixty Three Crores only) divided into 6,30,00,000 equity Shares of Rs. 10/- (Rupees Ten only) each with rights, privileges and conditions attached thereto as per the relevant provisions contained in that behalf in the Article of Association of the Company and with power in that increase or reduce capital of the Company and to divide the shares in the Capital for the time being, whether original or increase, into several classes (being those specified in the Companies Act, 2013) and to attached thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions whether in regards to dividend, voting, return of capital or otherwise, as may be determined by or in accordance with the terms of the issue or the regulations of the Company. The Company shall also have power to vary, modify, enlarge or abrogate any such rights, privileges or conditions attached to any share in such manner as may be permitted by the said Act or provided by the Articles of Association of the Company for the time being in force.

“RESOLVED FURHTER THAT any of the Directors or Company Secretary of the company, be and are hereby, severally, authorized to do all such necessary actions, deeds and things to give effect to the above resolution.”

2. TO APPOINT MR. AMIT GOELA (DIN: 01754804) AS NON-EXECUTIVE NONINDEPENDENT DIRECTOR OF THE COMPANY:

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

“RESOLVED THAT pursuant to the provisions of Section 149 and Section 152 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s), Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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. Amit Goela (DIN: 01754804) be and is hereby appointed as the Non-Executive Non-Independent Director of the Company to hold office for 5 (Five) years w.e.f. January 25, 2025 and who was appointed as the Additional Director by the Board of Directors of the Company at their meeting held on January 25, 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 her candidature for the office of Director.

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.”

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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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3. TO APPOINT MR. VISHAL GUPTA (DIN:10388230) AS NON-EXECUTIVE NONINDEPENDENT DIRECTOR OF THE COMPANY:

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

“RESOLVED THAT pursuant to the provisions of Section 149 and Section 152 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s), Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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. Vishal Gupta (DIN:10388230) be and is hereby appointed as the Non-Executive Non-Independent Director of the Company to hold office for 5 (Five) years w.e.f. January 25, 2025 and who was appointed as the Additional Director by the Board of Directors of the Company at their meeting held on January 25, 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 her candidature for the office of Director.

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/-

Date: February 28, 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 February 28, 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 pre-paid 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.aptech-worldwide.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

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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. 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.

2. 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/

3. 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 paidup share capital of the Company held by them as on close of business hours of February 28, 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.

4. 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

5. The Remote E-Voting facility will commence on March 07, 2025 at 09:00 am (IST) and will end on April 05, 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.

6. Members are requested to cast their vote through the remote E-voting process not later than 05:00 pm (IST) on April 05, 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.

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

8. 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.

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

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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 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 (evoting). The results along with Scrutinizer’s Report shall be declared on or before April 07, 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.

2. The resolution, if passed by the requisite majority, shall be deemed to have been passed on April 05, 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.

18. 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	February 28, 2025
Remote E-Voting Commencement Date and Time	March 07, 2025 @9.00 a.m.
RemoteE-VotingEndDate andTime	April05,2025 @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.

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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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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.comeither 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 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 & votingduringthe meeting.

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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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	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 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 websitehttp://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)	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

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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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login through their depository participants	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 yourvote during theremote 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.com or 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 atmailto: 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.

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. 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.

4. Your User ID details are given below :

Manner of holding shares i.e. Demat Your User ID is: (NSDL or CDSL) or Physical

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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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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 is 12**
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:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. 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.

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

5. (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’.

6. (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

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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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• “Confirm” when prompted.

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

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

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

3. 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.

4. 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.

5. 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

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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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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).

1. 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: February 28, 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 NO.1

To increase the Authorised Share Capital of the Company and consequent amendment in the Memorandum of Association.

The Board of Directors of the Company in its meeting held on January 25, 2025 approved the infusion of additional equity of up to Rs. 3 Crore). The proposal to increase the authorized share capital of the Company was in order to accommodate the future funding requirements and growth plans. This initiative requires an increase in the Authorised Share Capital of the Company from Rs. 60,00,00,000/(Rupees Sixty Crore only) divided into 6,00,00,000 Equity Shares of Rs. 10/- (Rs. Ten) each to Rs. 63,00,00,000/- (Rupees Sixty-Three Crore only) divided into 6,30,00,000 Equity shares of Rs. 10/- (Rs. Ten) each subject to shareholder’s approval.

It is therefore proposed to increase the Authorised Share Capital of the Company by creation of 30,00,000 additional equity shares of Rs. 10/- each ranking pari-passu with the existing Equity Shares in all respects as per the Memorandum and Articles of Association of the Company.

As per the provisions of Sections 13 & 61 of the Companies Act, 2013, approval of the shareholders by way of an ordinary resolution is required to be accorded for alteration in the Memorandum of Association and for increasing the Authorised Share Capital of the Company

A copy of the Memorandum of Association of the Company duly amended will be available for inspection.

None of the Directors or their relatives or Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise in the aforesaid resolution proposed to be passed as an ordinary resolution. The Board recommends the resolution set forth in the Notice for the approval of the members.

The consent of the members is, therefore, being sought for passing the aforesaid resolution of the notice as an Ordinary Resolution.

The Board recommends the special resolution set forth in item 1 and item 2 for the approval of the Members.

ITEM 2 & ITEM 3:

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors (“Board”) at their meeting held on January 25, 2025, approved the appointments of Mr. Amit Goela (DIN: 01754804) & Mr. Vishal Gupta (DIN: 10388230) as Additional Director (Non-Executive NonIndependent Director Category) of the Company with effect from January 25, 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. Amit Goela (DIN: 01754804) & Mr. Vishal Gupta (DIN: 10388230) as Non-Executive Non-Independent Directors of the Company for a period of 5 years w.e.f. January 25, 2025 on the terms, conditions and remuneration as mentioned below.

Mr. Amit Goela & Mr. Vishal Gupta 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

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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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SEBI order or any other authority and has given all the necessary declarations and confirmation including her consent to be appointed on the Board of the Company.

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

Name	Mr. Amit Goela	Mr. Vishal Gupta
DIN	01754804	10388230
Category	Non-Executive Non- IndependentDirector	Non-Executive Non- IndependentDirector
Date of birth	02.02.1965	06.07.1985
Age	60	40
Qualifications	MBA in finance from University of North Florida.	Chartered Accountant by Training & also holds an MBA from IESE business School, Barcelona.
Date of first appointment on the Board	January 25, 2025	January 25, 2025
Shareholding in the Company	4,30,000 shares	NIL
Relationship with other directors and other Key Managerial Personnel	He is a part of promoter group, by virtue of 4,30,000 shares being transferred to him by Estate of late Mr. Rakesh Jhunjhunwala. He is associated with Rare Enterprises, which is a partnership firm of Mrs. Rekha Jhunjhunwla and Estate of late Mr. Rakesh Jhunjhunwala.	He is an Executor and Trustee of Estate of Late Mr. Rakesh Jhunjhunwala and is involved with the Management of the Estate in various capacities. He also helps manage the philanthropic activities at Rare Family Foundation.
Number of Board Meetings attended duringFY 2024-25	1	1
Names of listed entities in which the person holds directorships	2	0
Names of listed entities from which the person has resigned in the past three years	1	0
Directorships held in other companies	7	0
Membership/ Chairmanship of Committees of the Board	4	0
Memberships / Chairmanship of Committees of other Boards	6	0
Terms and conditions of appointment or re-appointment	NIL	NIL
Remuneration last drawn (Since February 1, 2024)	NIL	NIL
Brief profile / resume of Director	Mr. Amit Goela has a distinguished profile in the Indian financial and securities market with over 30 years of experience. He is an MBA in	Mr. Vishal Gupta is Chartered Accountant by training, having qualified in 2009. He also holds an MBA from IESEbusiness school,

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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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	finance from the University of North Florida and gains international experience. He currently heads the research function and is member of the investment team at Rare Enterprises. Mr. Goela has been an advisor for various companies in the areas of macro-economics, equity research, both public and private markets, corporate restructuring, investments and arrangements including mergers and acquisitions, and advisory for stakeholder value creation. He was associated with several leading corporates houses on strategy planning and investments.	Barcelona. He in an Executor and Trustee of Estate of Late Mr. Rakesh Jhunjhunwala and is involved with the management of the Estate in various capacities. He also helps manage the philanthropic activities at Rare Family Foundation. He is a member of YPO connect, which is the Mumbai chapter of Young Presidents Organization.

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. Amit Goela & Mr. Vishal Gupta as the candidate for the office of Director.

The Board of Directors recommends the resolution regarding appointment of Mr. Amit Goela & Mr. Vishal Gupta, as Non-Executive Non-Independent Director of the Company for consideration and approval of the Members of the Company by way of an Ordinary Resolution.

Except Mr. Amit Goela & Mr. Vishal Gupta, none of the 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: February 28, 2025 Shruti Laud Place: Mumbai Company Secretary and Compliance Officer

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