Your directors present their 61^st Annual Report of the Company together with the Audited Statements of Assets & Liabilities and Profit & Loss Account for the year ended 31^st March 2026.

FINANCIAL RESULTS

The Company’s financial performance for the year under review, along with previous year’s figures, are given hereunder:

Rs. in Lakhs

1. BUSINESS OVERVIEW AND PERFORMANCE

FY 2026 has seen the beginning of major transformations within Aplab. We have successfully started leveraging AI to rationalize, transform and enhance our business

processes and monitoring. Operations are getting more streamlined, as we prioritize high-impact initiatives, and reallocate resources toward areas with the greatest potential for sustainable growth. While we’ve made progress, continued strategic actions over the next few years will allow us to focus on our core strengths, scale operations, while getting leaner and eliminate nonstrategic processes. Over this period, we will build a more agile and resilient organization that will allow us to deliver stronger returns and long-term performance in the future. This 62^nd Annual Report to you marks the beginning of many baby steps towards this journey

Your Company has now reorganized under four major business segments:

• Power Control and Conversion Electronics (PCCE)

• Test and Measurement Instrumentation (TMI)

• Banking and Business Automation (BA)

• Customer Service and Support (SS)

PCCE includes our Nonstop Performance Series® systems of Uninterrupted Power Supplies and Emergency Power Systems, Frequency Converters, Automatic Changeover Switches, Power conditioning equipment, Isolation transformers and Power Management and Monitoring software.

The PCCE Group also delivers our KAAS Series Mil-Grade Aviation Ground Power Units. These units provide mobile and fixed 400Hz AC and 28V DC systems for Military Helicopters and Jets, and our KW Series High Power Batter chargers and DC Power systems.

As a direct consequence of the West Asia war and the resulting change in Defence strategies, we anticipate high interest and traction for our PCCE products.

TMI includes our LONAR Series Programmable AC Sources, VSP Programmable DC Sources and our high-power variable Linear Power supplies. These systems are used in electronics R&D labs across industries.

This year we added a new line of high-efficiency programmable power-supplies to our TMI portfolio -XSP Series. Recent focus on reinvestments in power infrastructure and equipment are leading to an increasing demand for our high-power test systems.

BA

Our BA products have seen a lull in demand as banks pushed out capital investment as a result of the West Asia conflict. RBI’s push for Phygital (Physical Digital) banking

has renewed interests for Aplab’s 100% Self-Service Kiosks. Aplab has completely automated managing the passbook lifecycle - from dispensing a new passbook, issuing it and even replacements. Rural India depends on this document and passbooks are RBI mandated. RBI’s push to phygital automation may mean more demand for automation solutions.

SS

Aplab’s push on having 50% of total revenue from technical and product support is gradually progressing. This year Aplab plans on offering tiered support offerings, with additional services like fire hazard safety checks, etc for our Industrial customers. Pilots will being in FY27. Aplab Support and After-Sales Service is a key driver of our brand loyalty and recall. It plays a disproportionately influential role in shaping customer perceptions and longterm engagement. In fact, this service touchpoint has emerged as one of the most critical factors in sustaining brand stickiness-underscoring its strategic importance in our value proposition and differentiation.

Aplab’s low-cost NSP LLIT UPS systems launch has found favourable reception. These systems are priced attractively considering the potential for lucrative annual maintenance contracts.

2. MANAGEMENT DISCUSSION AND ANALYSIS:

a) Industry Structure and Developments

Aplab’s Power Conversion & Control Equipment (PCCE) business continues to operate in a niche, low-volume marketplace where our pan-India support is a large factor in the customer’s decision. Our longstanding history has enabled us to develop unique product lines that few competitors can match.

The Company strategically focused on higher-margin domestic defence business, which has provided resilience against tariff-related challenges faced by other manufacturers.

The industry’s transition to high-frequency, high-power SiC and GaN devices requires significant R&D investment. Aplab has created for early R&D designs using SiC, and is committed to introducing high-efficiency designs throughout the portfolio.

b) Opportunities and Threats

Government defence spending continues to rise, driving demand for backup and ground power systems. This creates strong growth opportunities, though it also increases dependence on a limited

customer base. To mitigate this, Aplab is actively pursuing diversified business segments to balance risk.

Our pan-India presence remains a competitive advantage, though it comes with higher operational costs. To sustain this, we are focusing on expanding maintenance and support revenues from our installed base.

In the BA self-service marketplace, our new industry-first features should give us an advantage for large Bank tenders. Aplab is confident that as clients recognize the ROI of our solutions, adoption will increase. Licensing of designs and collaborative models are being explored to overcome these hurdles.

c) Risks and concerns

Future growth depends heavily on delivering ambitious R&D goals, requiring significant capital investment in talent, test equipment, and prototyping resources. Recruiting experienced professionals remains a slow but ongoing process.

New product introductions bring additional quality control requirements. Strengthening quality systems and investing in version control, build automation, process monitoring, and deploying advanced test tools will be essential to maintaining quality and scaling manufacturing throughput

d) Internal control systems and their adequacy

The Company maintains robust internal control systems to optimize asset utilization, ensure accurate financial reporting, and comply with statutory requirements. Performance is consistently reviewed against budgets and forecasts. Management remains committed to continuous improvement to further strengthen governance and efficiency.

e) Discussion on financial performance with respect to operational performance.

The Company has successfully reversed losses into profits, demonstrating resilience and improved cost management. While revenue contraction remains a concern, the profitability turnaround highlights operational discipline and reduced finance costs.

Liquidity has improved with higher cash balances and stronger collection efficiency. Debt reduction has lowered leverage and interest burden, enhancing financial flexibility. Overall, the balance sheet reflects

a healthier financial position, with stronger equity, reduced liabilities, and improved liquidity.

f) Human Resources and Industrial Relations.

The Company has rationalized its workforce while continuing to deliver higher revenues. Manufacturing process improvements have led to safer, leaner, and higher-quality production at greater volumes. Management remains dedicated to enhancing safety, occupational health, and a positive work environment across design, planning, training, and execution. Strategic workforce streamlining continues to drive efficiency and align resources with long-term growth objectives.

3. Details of changes in key financial ratios are furnished below.

4. Dividend

The Board has not recommended a dividend for the year under review (Previous Year - Nil). In line with our strategic priorities, the Company is channelling available funds toward reinvestment to support future growth initiatives.

5. Transfer of dividend to investor education and protection fund

In terms of Section 125 of the Companies Act, 2013, no unclaimed or unpaid Dividend is due for remittance to the Investor Education and Protection Fund established by the Central Government.

6. Material changes and commitment if any affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

7. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure to the Directors Report and is attached to this report.

8. Statement concerning development and implementation of risk management policy of the company

The Risk Management Committee operates throughout the year to identify and evaluate elements of business risks.

9. Details of policy developed and implemented by the company on its corporate social responsibility initiative

Though there is no legal compulsion in view of the accumulated losses of past years, during the year under review Corporate Social Responsibility could not be implemented. However, with improved performance, the same will be implemented.

10. Particulars of loans, guarantees or investments made under section 186 of the companies act, 2013

The particulars of Loans, Guarantees or Investments made under Section 186 are furnished in Notes to Financial Statement attached to this report.

11. Related party transactions

All transactions entered into with Related Parties were on an arm’s length basis and in the ordinary course of business. There were no material significant related party transactions made by the company during the year under review with Promoter/Directors or Key Managerial Personnel. All related party transactions are placed before the Audit Committee and have been placed at the Board Meeting for approval and omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. The policy on related party transactions as approved by the Board has been uploaded on the website of the company. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, are not annexed to this Report as all related party transactions entered into by the Company during the financial year were in the ordinary course of business and on an arm’s length basis. The details of related party transactions are disclosed in the Notes to the Financial Statements forming part of the Annual Report.

12. Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports

Statutory Auditors and Secretarial Auditors have no adverse remarks on their respective reports.

13. Company’s policy relating to directors’ appointment, payment of remuneration and discharge of their duties

The Company has adopted a policy on the appointment of Directors, remuneration of Directors and Key Managerial Personnel, qualifications, positive attributes, independence of Directors and other related matters in accordance with the provisions of Section 178(3) of the Companies Act, 2013. During the year, Mrs. Amrita P. Deodhar, the then Executive Director, did not draw any remuneration from the Company.

14. Annual return

Pursuant to Section 92(3) of the Companies act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014, the Annual Return for the Financial Year ended March 31,2026, will be available on the website of the company at www.aplab.com after it is filed with the Registrar of Companies. The Annual Return from the year ended March 2018 onwards are available on the website of the company.

15. Number of board meetings conducted during the year under review

The Board met 6 (Six) times during the financial year 2025-26 i.e., on 15^th May 2025, 30^th May 2025, 14^th August 2025, 4^th November 2025, 19^th January 2026 and 25^th March 2026. In respect of such meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. No Circular Resolutions were passed by the company during the financial year under review. The Board confirms compliance of Secretarial Standards issued by Institute of Company Secretaries of India (ICSI).

16. Corporate governance report

In terms of SEBI CIRCULAR CIR/CFD/POLICYCELL/ 7/2014 dated September 15, 2014, which was effective October 1,2014, the Clause 49 of the Listing Agreement shall be applicable to all companies whose equity shares are listed on a recognized stock exchange. The Corporate Governance Report is annexed to the Directors Report for the year ended March 31,2026.

17. Directors’ responsibility statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

(a) In the preparation of the annual accounts, the applicable accounting standards were followed along with proper explanation relating to material departures.

(b) The directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) The directors have prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operated effectively. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. Subsidiaries, joint ventures and associate companies

The Company has no subsidiary company and no joint ventures during the year under review.

19. Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

20. Directors

During the financial year, the following changes took place in the composition of the Board of Directors:

• Mrs. Amrita P. Deodhar was redesignated as the Chairperson and Whole-time Director of the Company.

• Mr. Sanjay N. Mehta was appointed as the Managing Director of the Company.

• Mr. Haresh G. Desai and Mr. Suresh S. Shah were appointed as Independent Directors of the Company.

• Ms. Uma Balakrishnan resigned from the office of Independent Director during the year. The Board places on record its appreciation for her valuable guidance and contribution during her tenure.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sanjay N. Mehta retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

21. Policy of directors’ appointment and remuneration

The company’s policy on directors’ appointments and remuneration includes criteria for determining qualifications, positive attributes, independence of a director and the policy relating to the remuneration for the directors, KMP and other employees.

22. Declaration of independent directors

The Independent Directors have submitted the declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and experience and fulfil the conditions specified under the Companies Act, 2013 and the SEBI Listing Regulations.

23. Statutory auditors

At the 58^th Annual General Meeting held on 29^th September 2023 M/s Bhargava & Associates., Chartered Accountants (Registration no. 120215W) are appointed as the Statutory Auditors of the Company a period of five years to carry out the audit from financial year 2023-2024 to 2027-2028 and shall hold office as such till conclusion of the Annual General Meeting that will be held for adoption of financial statements for the year 2027-2028. The remuneration payable to the Auditor is commensurate with the audit work assigned to them.

24. Disclosure of composition of audit committee and providing vigil mechanism

The Audit Committee of the Board is constituted in accordance with the provisions of Section 177 of the

Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year under review, the following changes took place in the composition of the Audit Committee:

• Ms. Uma Balakrishnan (DIN: 07066021) - Ceased to be a Member pursuant to her resignation as an Independent Director with effect from 19 January 2026.

• Mr. Sanjay N. Mehta (DIN: 00036539) - Ceased to be a Member of the Audit Committee with effect from 15 May 2025.

• Mr. Haresh G. Desai (DIN: 00048112) - Member.

• Mr. Suresh S. Shah (DIN: 00054740) - Member.

• Mrs. Amrita P. Deodhar (DIN: 00538573) - Member.

The Audit Committee comprises a majority of Independent Directors and functions in accordance with its terms of reference approved by the Board. All the recommendations made by the Audit Committee during the year were accepted by the Board of Directors.

The Company has established a Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to enable Directors, employees and other stakeholders to report genuine concerns, unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct.

The Vigil Mechanism provides adequate safeguards against victimisation of persons who use the mechanism and ensures direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. During the year under review, no person was denied access to the Chairperson of the Audit Committee.

25. Cost records

A disclosure for maintenance of cost records as specified undersection 148(1) of Companies Act, 2013 is not applicable to our company.

26. Shares

a. Buy back of securities

The Company has not bought back any of its securities during the year under review.

b. Sweat equity

The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus shares

No Bonus Shares were issued during the year under review.

d. Right issue of equity shares

The Company has issued 1:1 Rights Shares (Partly paid) during the year under review.

e. Employees stock option plan

The Company has not provided any Stock Option Scheme for the employees.

f. Preferential issue to promoters of the company

The Company has not issued any preferential issue to the Promoters of the company.

27. Fraud report by auditors

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances committed in the Company by its Officers or Employees to the Audit Committee under Section 143(2) of the Companies Act, 2013.

28. Disclosure under the sexual harassment of women at workplace (prevention, prohibition and redressal act, 2013)

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. A statement that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 [14 of 2013] along with the following details:

29. Personnel

The industrial relations during the year remained cordial and harmonious. The Board places on record its appreciation for the dedication, commitment and continued support extended by the employees at all levels, which has significantly contributed to the Company’s performance.

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, there were no employees who were in receipt of remuneration of not less than Rs. 1,02,00,000 per annum or Rs. 8,50,000 per month, where employed for a part of the year. Accordingly, no statement pursuant to the aforesaid provisions is required to be annexed to this Report.

The total employee strength of the Company as on 31 March 2026 was as follows:

30. Acknowledgements

Your directors wish to place on record their sincere appreciation and gratitude to the Company’s bankers, customers, suppliers, business associates, consultants, employees and various Central and State Government authorities, regulatory authorities and all other stakeholders for their continued support, cooperation and assistance extended to the Company during the year under review.

The Directors also express their heartfelt gratitude to the shareholders for their continued trust, confidence and encouragement. The Board looks forward to their continued support in the years ahead.

The company has fulfilled all the requirements with respect to the compliance of the provisions relating to the Maternity Benefit Act 1961.