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For the Financial Year 2025-2026
(Pursuant to section 134(3) of Companies act, 2013 read with Rule 8 of Companies (Accounts)Rules, 2014)
To The Members of
Apollo Micro Systems Limited,
The Directors are pleased to present herewith the 29th Annual Report of Apollo Micro Systems Limited ('the Company' or 'AMS') along with the audited financial statements, for the financial year( 'FY') ended 31st March, 2026.
1.
FINANCIAL RESULTS
The audited financial statements of the Company as on 31st March, 2026 are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
('
SEBI Listing Regulations') and provisions of the Companies Act, 2013 ('Act').
The summary of financial performance (standalone & consolidated) for the Financial Year ended 31st March, 2026 and the corresponding figures for the Financial Year ended 31st March, 2025 are as under:
(All amounts in H Lakhs, except share data and where otherwise stated)
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Standalone
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Consolidated
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Particulars
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Current year
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Previous year
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Current year
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Previous year
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(2025-26)
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(2024-25)
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(2025-26)
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(2024-25)
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Revenue from Operations
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76,485.32
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56,206.92
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90,432.38
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56,206.92
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Other Income
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1,733.71
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404.83
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627.34
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288.54
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Total Revenue
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78,219.03
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56,611.75
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91,059.73
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56,495.46
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Cost of materials Consumed
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59,246.52
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43,567.13
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70,221.55
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43,545.09
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Changes in inventories of finished goods, WIP, stock- in trade
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(9,520.40)
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(3,870.53)
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(9,544.67)
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(3,870.53)
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Employee Benefit Expenses
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2,688.95
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2,183.45
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3,718.01
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2,198.58
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Other Expenses
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2,681.93
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1,443.22
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4,221.43
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1,412.81
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Financial charges
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3,710.46
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3,414.35
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4,732.37
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3,421.58
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Depreciation
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1,948.88
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1,531.94
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2,231.51
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1,533.29
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Profit or Loss Before exceptional and extraordinary items and tax
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17,462.69
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8,380.43
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15,479.76
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8,254.65
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Exceptional Items
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-
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-
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-
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-
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Profit or Loss Before tax (PBT)
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17,462.69
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8,380.43
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15,479.76
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8,254.65
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Tax Expenses:
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a) Current Tax
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3,709.06
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1,891.01
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2,908.12
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1,852.37
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b) Earlier Tax Adjustments
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3,90.73
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53.13
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90.73
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53.13
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c) Deferred Tax
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1,605.01
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712.13
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1,742.87
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713.37
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Total Tax Expense
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5,404.80
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2656.27
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4,741.72
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2,618.87
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Net Profit or Loss After Tax (NP)
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12,057.89
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5,724.16
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10,738.04
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5,635.78
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Earnings Per Share (Basic)
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3.57
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1.89
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3.35
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1.86
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Earnings Per Share (Diluted)
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3.53
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1.89
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3.31
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1.86
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EBIDTA
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23,122.03
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13,326.71
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22,443.64
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13,209.52
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(Previous year figures have been regrouped wherever necessary to confirm to the current year's presentation)
The financial statements for the year ended 31st March, 2026 and 31st March, 2025 have been prepared as per the Ind AS (Indian Accounting Standards). There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.
2.
COMPANY'S PERFORMANCE
During the year under review FY 2025-26, the standalone performance of your company was reported as under: The revenue from operations is 76,485.32 lakhs against 56,206.92 lakhs in the previous year. The Earnings Before Interest, Tax, Depreciation & Amortization ('EBITDA') has been increased by 73.50% to 23,122.03 lakhs against 13,326.71 lakhs in the previous year. The Profit before Tax ('PBT') for the year under review is 17,462.69 lakhs as against 8,380.43 lakhs in the previous year. The Net profit after tax of the Company for the year under review has been increased by 110.65% to 12,057.88 lakhs against 5,724.16 lakhs in the previous year. The Earning per Share ('EPS') of the Company for the year under review is 3.57 (basic) and 3.53/- (diluted) per share.
The key aspect of your Company's consolidated performance during the FY 2025-26 are as follows: The revenue from operations is 90,432.38 lakhs against 56,206.92 lakhs in the previous year. The Earnings Before Interest, Tax, Depreciation & Amortization ('EBITDA') has been increased by 69.91% to 22,443.64 lakhs against 13,209.52 lakhs in the previous year. The Profit before Tax ('PBT') for the year under review is 15,479.76 as against 8,254.65 lakhs in the previous year. The Net profit after tax of the Company for the year under review has been increased by 90.53% to 10,738.04 lakhs against 5,635.78 lakhs in the previous year. The Earning per Share ('EPS') of the Company for the year under review is 3.35/- (basic) and
3.31 /- (diluted) per share.
3.
BUSINESS OUTLOOK
A. BUSINESS OUTLOOK
The Indian defence sector has decisively moved from ambition to delivery. Indigenous defence production touched an all-time high of 1.78 lakh crore in FY 2025-26, a 15.6% increase over the previous year and more than double the output of five years ago, while defence exports reached a record 38,424 crore, registering a growth of 62.66% over the previous fiscal, with the private sector contributing over Indian defence equipment now reaches more than 80 countries, and the defence budget for 2026-27 stands at 7.85 lakh crore an unambiguous signal of the nation's long-term commitment to military modernisation. With the Government targeting 3 lakh crore in annual defence production and 50,000 crore in exports by 2029, the runway ahead for capable Indian private sector players is substantial.
Three structural forces underpin this momentum. First, the geopolitical environment marked by prolonged conflicts, contested supply chains, and the demonstrated decisiveness of indigenous capability in recent operational engagements has converted self-reliance from a policy preference into a strategic imperative. Second, the institutional architecture of Aatmanirbhar Bharat, DAP 2020, the positive indigenisation lists, and innovation frameworks such as iDEX, TDF, and Make-I/II has matured from announcement to execution, with orders now flowing to the private sector at scale. Third, India's credibility as a neutral, technology-capable partner has opened genuine co-development and co-production opportunities with friendly foreign nations across precision munitions, guided systems, C4ISR, and unmanned platforms positioning Indian firms within global defence supply chains rather than merely alongside them.
Apollo Micro Systems Limited enters this environment with a deliberately constructed platform. Over the past two years, the Company has transitioned from a development-centric electronics house to a vertically integrated weapon systems enterprise combining four decades of design heritage, sustained R&D investment, backward integration into energetics through the Group's acquisitions, and significant new manufacturing infrastructure being brought on stream. This positions AMS to operate as a system-of-systems integrator, capable of taking end-to-end responsibility for complete weapon platforms rather than discrete subsystems. The Company's strategic focus over the current fiscal and the years immediately ahead is the transition from qualified subsystem supplier to prime contractor in select verticals precision-guided munitions, underwater weapon systems, embedded guidance and control, and smart energetics. The accelerating digitisation of the battlefield, and the convergence of ruggedised electronics, artificial intelligence, and edge computing in military applications, plays directly to the Company's core engineering strengths.
In summary, the environment for Indian defence manufacturing has never been more enabling, and AMS with its proven execution, deepening capabilities, and alignment with national priorities is well positioned to be among the leaders of India's next wave of defence industrial growth.
1.
Research & Development Overview (FY 2025-26) For a technology-led defence enterprise, R&D is not a support function but the core engine of value creation. During FY 2025-26, Apollo Micro Systems Limited deepened its investments in indigenous weapon system technologies, with several programmes maturing from development into realisation validating the Company's philosophy of building complete platforms ground-up rather than assembling imported content.
Key achievements and focus areas during the year included and not limited to them are:
Mini Torpedo The Mini Torpedo is a compact, lightweight underwater weapon designed for engagement of small and mid-size sub-surface threats, including midget submarines and underwater swimmer delivery vehicles. Developed indigenously by Apollo Micro Systems Limited, the system integrates in-house acoustic homing, guidance electronics, actuation, and safety-and-arming technologies into a single platform. Its reduced form factor enables deployment from a variety of launch platforms, including surface ships, helicopters, and unmanned systems. The programme leverages AMS's proven building blocks in signal processing and underwater sensing. It represents a critical capability in littoral and shallow-water warfare, an area of growing operational priority. The Mini Torpedo underscores the Company's evolution into a complete underwater weapon systems house. Vehicle Mounted Counter Drone System The Vehicle Mounted Counter Drone System is a mobile, integrated solution for the detection, tracking, identification, and neutralisation of hostile unmanned aerial threats. Mounted on a high-mobility vehicle platform, the system combines radar, RF detection, and electro-optical sensors with soft-kill and hard-kill countermeasures for layered protection. Its on-the-move capability makes it particularly suited for convoy protection, forward-deployed formations, and mobile air defence gaps. The system architecture is modular and scalable, allowing configuration to specific user requirements. With drone warfare now central to the modern battlefield, this system addresses one of the most urgent operational needs of the Armed Forces. It reflects AMS's strength in sensor fusion, real-time processing, and system integration.
Limpet Mines Limpet Mines are compact underwater explosive devices designed to be covertly attached to the hulls of ships and maritime assets by combat divers and special forces. AMS's indigenously developed limpet mine integrates advanced safety-and-arming mechanisms, programmable time-delay fuzing, and anti-removal features to ensure both operational effectiveness and handler safety. The design emphasises reliability under extreme underwater conditions, ease of deployment, and secure arming protocols. Backward integration within the Apollo Group provides access to qualified energetic materials, enabling end-to-end realisation of the weapon. The product addresses the specialised requirements of naval special operations and harbour denial missions. It further extends AMS's growing portfolio in underwater ordnance.
Moored Mine The Moored Mine is an indigenously developed sea mine anchored to the seabed and suspended at a pre-determined depth for area denial against surface and sub-surface targets. At its core is AMS's advanced multi-influence signal processing system, capable of detecting acoustic, magnetic, and pressure signatures and discriminating genuine targets from countermeasures. The mine incorporates programmable target logic, secure arming, and extended underwater endurance for prolonged deployment. Designed for defensive mining of harbours, chokepoints, and strategic waters, it constitutes a potent sea-denial capability. The programme demonstrates the Company's mastery of underwater sensing, target classification, and fuzing technologies.
It positions AMS as a key indigenous partner in naval mine warfare. With this solution AMS is positioned as unique player in offering all types of Under water Mines in Naval Warfare.
Anti-Submarine Warfare (ASW) Weapon
Platform The ASW Weapon Platform is Apollo Micro Systems Limited's first complete weapon system designed entirely in-house a ground-up indigenous development and not a reverse-engineering effort. The programme integrates the Company's core competencies in acoustic homing, guidance and control, actuation, warhead integration, and safety-and-arming into a unified anti-submarine weapon. Intended for engagement of sub-surface threats, the platform is being developed in alignment with the operational requirements of the Indian Navy. Significant progress was achieved during the year across design, development, and subsystem realisation phases. The programme stands as a defining demonstration of AMS's transition from subsystem supplier to complete weapon platform developer. It anchors the Company's long-term ambition in the underwater warfare domain.
In parallel, the Company's R&D division continued its engagement with the Ministry of Defence's indigenisation frameworks, carrying forward technology development under the Make-II project awarded by the Indian Army and participating in further Make proposals across the Tri-Services. Recognising that future procurement programmes will demand modular, scalable technology building blocks, AMS has proactively expanded its internal technology roadmap in areas including terminal guidance, seekers, safety-and-arming mechanisms, and jam-resistant navigation. During FY 2025-26, the Company invested
7,253.39 Lakhs in R&D activities. These investments have begun converting into orders and deliveries during the year, and are expected to contribute meaningfully to revenues from FY 2026-27 and FY 2027-28 onwards cementing AMS's position as a developer of next-generation weapon systems, subsystems, and defence electronics for the Indian and friendly foreign markets.
4.
CREDIT RATING
During the year under review, your Company has obtained the Credit Rating from Acuite Rating & Research Limited ('credit rating agency') to its 707.50 Crores Line of Credit (short term 150.00 Crores & long term 557.50 Crores) of the Company which is as follows:
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Long-Term Rating
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ACUITE A- Stable (pronounced ACUITE A Minus)
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Short-Term Rating
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ACUITE A2+ (reaffirmed
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ACUITE A three plus)
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The outlook on the long-term rating has been assigned as 'Stable' by the credit rating agency.
5.
SHARE CAPITAL
(a) Capital structure of the Company:
Authorised Share Capital of the Company As on 31st March, 2026, the Authorised Share Capital of the Company stood at
45,00,00,000/- (Rupees Forty Five Crores Only) comprising of 45,00,00,000 (Forty Five Crores Only) Equity Shares of 1/- (Rupee One Only).
Issued, Subscribed, and Paid-Up Capital of the Company
1.
During the year under review, the Company allotted 2,70,42,894 equity shares of 1/- (Rupee one) each on preferential basis, each share was allotted at a premium of
113/- per share.
2.
During the year under review, the Company allotted 2,37,59,986 equity shares of 1/- (Rupee one) each at a premium of 113/- per share pursuant to the conversion of warrants into equity. Consequently, as on 31st March 2026, the issued, subscribed, and paid-up capital of the Company stood at 35,72,92,440/- comprising 35,72,92,440 equity shares of 1/- each.
(b) Status of Shares:
As the members are aware, the Company's shares are compulsorily tradable in electronic form. Out of the total paid up capital representing 35,72,92,440 equity shares, the following equity shares of the Company are in dematerialized as on 31st March, 2026:
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Sr. No Capital Details
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No. of Shares
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% of Total issued Capital
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1. Held in dematerialised form in CDSL
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9,34,81,213
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26.16
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2. Held in dematerialised form in NSDL
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26,38,11,227
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73.84
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Total
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35,72,92,440
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100.00
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(c) Preferential issue of Share Warrants:
The company had allotted 3,80,67,058 convertible warrants on a preferential basis to persons in promoter group, Directors and KMPs and non-promoters, with an option to convert the same into an equal number of equity shares at a price of 114/- per warrant, including a premium of 113/- per share on the face value of 1/- per share, within a period of 6 months from the date of allotment of warrants, i.e., 2nd day of June 2025, as per the terms and conditions approved in the Extraordinary General Meeting held on 4th February 2025. Further, the Board of Directors of the Company at its meeting held on 9th day of November 2025 has extended the time for conversion of the convertible warrants till 30th June 2026.
(d) Allotment of Equity Shares upon exercise of warrants:
During the year under review, the following allotments of equity shares took place upon the exercise of warrants:
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S. No.
Date of Allotment
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No. of Warrants converted
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No. of Equity Shares allotted
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Paid- up Share Capital post allotment (in )
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1. 22.09.2025
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21,07,194
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21,07,194
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33,56,39,648
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2. 12.11.2025
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35,088
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35,088
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33,56,74,736
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3. 19.11.2025
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65,69,000
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69,69,000
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34,22,43,736
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4. 26.11.2025
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1,21,47,964
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1,21,47,964
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35,43,91,700
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5. 02.12.2025
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28,89,044
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28,89,044
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35,72,80,744
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6. 22.12.2025
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11,696
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11,696
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35,72,92,440
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As on 31st March 2026, 1,43,07,072 convertible equity warrants are pending for conversion.
6.
ANNUAL RETURN [SECTION 134 (3) (a) & SECTION 92(3)]
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Company's website at https://apollo-micro.com/annual-returns.html
7.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS [SECTION 134 (3) (b)]:
During the year under review, Six (6) meetings of the Board of Directors of the Company were held on 23rd May, 2025, 28th May, 2025, 28th July, 2025, 4th November, 2025, 19th November, 2025 and on 9th February, 2026 The attendance of Directors for the above meetings is given in the Corporate Governance Report that forms part of this annual report. The maximum interval between any two meetings did not exceed 120 days. The Detailed information of meetings of board of directors is given in the Corporate Governance Report annexed to this annual report.
In terms of requirements of Schedule IV of the Act, a separate meeting of Independent Directors held on 26th March, 2026 to review the performance of the Non-Independent Directors; the Chairperson; the entire Board and its Committees thereof and; assess the quality, quantity and timelines of the flow of information between the Management and the Board.
8.
DIRECTOR'S RESPONSIBILITY STATEMENT [SECTION 134 (3) (c) & 134(5)]
Pursuant to Section 134(5) of the Companies Act, 2013 (the 'Act'), the Board of Directors, to the best of its knowledge and ability, confirm that: (a) in the preparation of the annual accounts for the period ended 31st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as 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 of the company for that period; (c) the directors have 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; (e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; (f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
9.
DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT [SECTION 134 (3) (ca)]:
During the year under review, Statutory Auditor, Secretarial Auditor and the Cost Auditor have not reported any incident of fraud under section 143(12) of the Act.
10. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS SECTION 134 (3)(d)]
The Board took on record the declaration and confirmation submitted by the independent directors regarding their meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the SEBI Listing Regulations.
The Company has received and taken on record the declarations received from the Independent Directors of the Company as required pursuant to section 149(7) of the Act stating that meet the criteria of independence as provided in section 149 (6) of the Act, as amended and Regulation 16(1)(b) of the SEBI
Listing Regulations as amended. There has been no change in the circumstances affecting their status as independent directors of the Company.
11. FAMILIARISATION PROGRAMME
The Members of the Board of the Company have been provided opportunities to familiarise themselves with the Company, its Management, and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations, and the industry in which it operates. All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement. Key management personnel of the Company presents to the Audit Committee on a periodical basis, briefing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc., and seek their opinions and suggestions on the same. In addition, the Directors are briefed on their specific responsibilities and duties that may arise from time to time. The Statutory Auditors and Internal Auditors of the Company presents to the Audit Committee and Board of Directors on Financial Statements and Internal Controls including presentation on regulatory changes from time to time. The detail policy on the familiarisation programme is available on the website at www.//apollo-micro.com/investors under the Section 'Investors'.
12. COMMITTEES OF THE BOARD
The Board of Directors has constituted various mandatory and non-mandatory Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Committees are formed with approval of the Board and function under their respective Charters. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting. The Board currently has the following Committees:
(a) Audit Committee
The Audit Committee was constituted by our Board in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations. The composition, quorum, terms of reference, function, powers, roles and scope are in accordance with Section 177 of the Act and the provisions of Regulation 18 of the SEBI Listing Regulations. All the members of the committee are financially literate and Mrs. Karunasree Samudrala, Chartered Accountant the Chairman of the Committee is an Independent Director and possesses the relevant financial expertise. The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.
(b) Corporate Social Responsibility (CSR) Committee
The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and society. The Company considers social responsibility as an integral part of its business activities and endeavours to utilize allocable CSR budget for the benefit of society. The CSR Committee has been constituted as required under the provisions of section 135 of the Act. The details regarding composition, objectives, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.
The Committee formulated and recommended to the Board the CSR Policy. On the recommendations of the CSR Committee, the Board approved and adopted the CSR Policy of the Company. The Corporate Social Responsibility Policy is posted under the Investors section of the Company's website at: https://apollo-micro. com/policies.html
As per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, annual report on CSR is prepared and the same is enclosed as Annexure-A to this Report.
(c) Stakeholder's Relationship Committee
Stakeholder's Relationship Committee has been constituted by the Board in accordance with Section 178 (5) of the Act. The details regarding composition, terms of references, powers, functions, scope, meetings, attendance of members and the status of complaints received during the year are included in Corporate Governance Report which forms part of the Annual Report.
(d) Nomination and Remuneration Committee
The Nomination and Remuneration Committee has been constituted by the Board in accordance with section 178 of the Act and Regulation 19 of SEBI Listing Regulations.
The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.
Policy on Remuneration of Directors, KMPs and other employees
The Policy of the Company on remuneration of Directors, KMPs, Senior Management and other employees including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 is made available on the Company's website under the section 'Investors'. The website link is https://apollo-micro.com/policies.html
(e) Risk Management Committee
The Risk Management Committee was constituted pursuant to resolution of the Board, which has been entrusted with the responsibility to assist the Board in overseeing and approving the Company's enterprise-wide risk management framework.
The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.
(f) Executive Committee of Directors & CFO
The Executive Committee of Directors and Chief Financial Officer (CFO) ('Executive Committee') has been formed by the Board, under the provisions of Section 179(3) of the Act and rules made there under in order to have the timely and expeditious execution of routine financial matters. The details regarding composition, terms of references, powers, responsibilities, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.
(g) Securities Allotment Committee
Securities Allotment Committee was constituted pursuant to resolution of the Board, which has been entrusted with the responsibility to assist the Board in overseeing and considering the allotment of securities.
The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.
13. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE [SECTION 134 (3) (f)]:
By the Statutory Auditor in their Report: has no qualification or adverse remarks: NIL
By Company Secretary in Practice in Secretarial Audit Report: has below mentioned observations.
1.
Registrar of Companies, Hyderabad (ROC), issued show cause notice vide email dated 26/03/2025 for delay in filing form CRA 4 w.r.t Cost Audit Report. The Company responded to the said notice on 24/04/2025 stating the reasons for non-filing as oversight. The Company also filed compounding application before Regional Director, South East Region on 14/07/2025 and accordingly on 21/08/2025 the non-compliance was compounded by levying fee of Rs. 55,000/- and the same was paid to concerned authority
2.
The Company received notice dt 27/06/2025 from National Stock Exchange of India Limited w.r.t non-submission of Audit Report along with Audited
Financial Results levying penalty of Rs. 88,500/- and the same was paid to concerned authority The Board took note of the above observations of the auditors at their meeting held on 8th September, 2026 and resolved to ensure due compliance henceforth and make sure that the reporting's are filed on time. Secretarial Audit Report is attached to this report as Annexure-B
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 [SECTION 134 (3) (g)]
During the financial year 2025 26, the Company has given loans to Apollo Defence Industries Private Limited, and Ananya SIP RF Technologies Private Limited, Subsidiaries of the Company. IDL Explosives Limited and Apollo Strategic Technologies Private Limited ( Step down subsidiaries of the Company) subsidiaries of the Company (details provided below). The Company has not given any other loans or guarantees, nor has it provided any security or made any acquisition of securities of any other body corporate, as referred to in Section 186 of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014.
During the year under review, the Company has given a loan of 374.79 lakhs to its subsidiary M/s. Ananya SIP RF Technologies Private Limited and amount outstanding as on 31st March, 2026 is 353.08 lakhs. The loan to the said subsidiary is repayable on demand with interest at 9.90% p.a. During the year under review, the Company has given a loan of 23,002.84 lakhs to its subsidiary M/s. Apollo Defence Industries Private Limited and amount outstanding as on 31st March, 2026 is 12,432.70 lakhs. The loan to the said subsidiary is repayable on demand with interest at 9.90% p.a. During the year under review, the Company has given a loan of 12.10 lakhs to its step-down subsidiary M/s. Apollo Strategic Technologies Private Limited and amount outstanding as on 31st March, 2026 is 12.36 lakhs. The loan to the said subsidiary is repayable on demand with interest at 9.90% p.a. During the year under review, the Company has given a loan of 21,755.60 lakhs to its step-down subsidiary M/s. IDL Explosives Limited and amount outstanding as on 31st March, 2026 is 18,757.61 lakhs. The loan to the said subsidiary is repayable on demand with interest at 9.90% p.a.
15. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATES [RULE 8(5)(iv) OF COMPANIES (ACCOUNTS) RULES, 2014]
'Your Company has two Subsidiary Companies i.e., M/s. Apollo Defence Industries Private Limited (CIN: U26109TS2023PTC177370) and M/s. Ananya SIP RF Technologies Private Limited (CIN: U74990TG2015PTC097610) and two step down subsidiary: M/s.Apollo Strategic Technologies Private Limited (CIN: U26109TS2024PTC191803) M/s IDL Explosives Limited (CIN: U28132TG2010PLC070529) The Company holds a 51% stake in M/s. Ananya SIP RF Technologies Private Limited and a 76% stake in M/s. Apollo Defence Industries Private Limited. Apart from these, the Company does not have any joint ventures or associate companies during the year under review.' The formalitites regarding the acquisition of IDL Explosives Limited was completed on 17th November 2025 Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations the Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries in Form AOC-1 forms part of this Annual Report asAnnexure-C. The annual financial statements and related detailed information of the subsidiary companies shall be made available to the members of the holding and subsidiary company seeking such information on all working days during business hours. The financial statements of the subsidiary company shall also be kept for inspection by any members during working hours at the Company's registered office and that of the subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of its subsidiaries, are available on website, https://apollo-micro.com/investors/. Pursuant to Section 134 read with Rule 8 of Companies (Accounts) Rules, 2014 with of the Act read with rules made thereunder, the details of developments of subsidiaries and other details are covered under AOC(1) and MDA of the Company are covered in the Management Discussion and Analysis Report which forms part of this Report.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES [SECTION 134 (3) (h)]
All related party transactions entered into by the Company during the financial year 2025-26 were in the ordinary course of business and on arm's length basis and in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. During the financial year under review, none of the transactions entered into with related parties were material as defined under the Act and SEBI Listing Regulations.
The particulars of contract or arrangements entered into by the Company, during the financial year 2025-26, with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto has been disclosed in Form No. AOC -2, attached to the Board's report as Annexure-D. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website https://apollo-micro.com/ policies.html under the Section 'Investors'.
17. RESERVES [SECTION 134 (3) (j)]
During the financial year 2025-26, the Board of Directors has not recommended transfer of any amount of profit to any reserves. Hence, the amount of profit for the financial year under review has been carried forward to the Statement of Profit and Loss.
18. DIVIDEND [SECTION 134 (3) (k)]
Your Directors have pleasure in recommending a dividend of 25% ( 0.25/- per Equity Share of face value of 1/- each) on the fully paid up Equity Shares out of the profits of the Company for the financial year 2025-26. The said dividend, if approved by the shareholders, would result into a cash outflow of approximately 9,28,99,878/-.
The dividend pay-out for the year under review has been finalized in accordance with the dividend distribution policy of the company.
Unclaimed Dividend
During the year under review Company has transferred an amount of Rs.55,042 unclaimed interim divided for the financial year 2018-2019 and also transferred 18,630 shares to IEPF.
In case any shareholder wants to claim the shares or dividend they will have to apply to IEPF authority.
19. DIVIDEND DISTRIBUTION POLICY
Regulation 43A of the SEBI Listing Regulations mandates the top 1000 listed companies based on their market capitalization to formulate a Dividend Distribution Policy. We are pleased to inform you that as on 31st March, 2026, your Company is among the top 1000 listed entities. The Company has a Dividend Distribution Policy in place prior to the applicability under Regulation 43A of the SEBI Listing Regulations and the same is displayed on the company's website under the web link https://apollo-micro.com/ policies.html. The Policy is also annexed herewith as Annexure-E to the Board's Report.
20. MATERIAL CHANGES AND COMMITMENTS, IF ANY [SECTION 134 (3) (l)]
1) Ms. Rukhya Parveen, Company Secretary and Compliance Officer of the Company has resigned with effect from 31st May 2026 and Mr. G.Seshadri Vasan, a fellow member of the Institute of Company Secretaries of India, has been appointed as the Company Secretary and Compliance Officer of the Company with effect from 1st June 2026.
2) A Share Purchase Agreement ('SPA') was executed on July 09, 2026, by and among the Company, Premier Explosives Limited ('Target Company'), Mrs. Shonika Prasad and Mrs. Kailash Gupta, in their capacity as the authorised trustees of the AKS Family Trust,(' Promoter'), pursuant to which the Company agreed to acquire 2,22,21,735 equity shares of Face Value of Rs. 2/- each of Premier Explosives Limited, held by the Promoter, representing 41.33% of the paid up equity share capital, for an aggregate cash consideration of approximately Rs1,550 Crore.
This transaction has triggered the provisions of Regulation 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, including subsequent amendments ('SEBI SAST Regulations'). Accordingly, the Company has made public announcement (PA) on July 10, 2026, a Detailed Public Statement (DPS) was issued on July 16, 2026, followed by the filing of the Draft Letter of Offer (DLOF) with SEBI on July 23, 2026, for open offer to the Public Shareholders of Target Company to acquire upto 1,39,77,911 equity shares, representing 26 % of the equity share capital of Target Company, at an offer price of Rs. 698/- per share, aggregating to a total consideration of Rs. 975,65,81,878/-, payable in cash in accordance with the applicable regulatory framework. The consummation of this transaction is subject to receipt of applicable governmental and statutory/regulatory approvals including approval from the Competition Commission of India, wherever applicable, along with the fulfilment of other conditions precedent under the SPA. The transaction combines complementary capabilities in defence systems and energetic materials, enabling operational efficiencies, enhanced R&D, and broader participation in defence and space-related programmes. This acquisition strengthens our nation's defence manufacturing capability and deepens our sovereign expertise in energetic materials and space programmes. Together, we are better positioned to safeguard national security interests and support our armed forces with greater scale, resilience, and technological self-reliance.
21. CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO [SECTION 134 (3) (m)]:
The Company continues its efforts to reduce and optimize the energy consumption at its manufacturing facility.
A. Conservation of Energy
The operations of the company are not energy intensive. Adequate measures are taken to conserve and reduce the energy consumption like usage of LED Lights and power saving centralized air conditioners.
Research & Development
During the year under review, we have significantly invested in development of Homing System for Light Weight Torpedoes, Actuators for SWARM and Missiles, Seeker Signal Processing Systems, Moored Mine Signal Processing Systems and other Critical Avionic Systems.
Our Research & Design team has started focusing on several Make Proposal of Tri-Services for which technology build blocks needs augmentation. We have participated in Make-II Proposals and has been awarded a Make-II project by Indian Army. The technology development requisite for such Make Proposals was also taken up by our team.
Being a technology company and our future growth is always based on the investments done on R&D from time to time, we foresee the results to hit into business by FY 2026 and FY 2027. We have spent 7,253.39 Lakhs/- towards our R&D activities in this Financial Year.
B. Technical Absorption
The Company works on in house Technology.
C. Foreign Exchange Earnings and Outgo:
Foreign Exchange outgo and earnings
|
Particulars
|
Year ended 31
st
March, 2026
|
Year ended 31
st
March, 2025
|
|
|
(Amount in Lakhs)
|
(Amount in Lakhs)
|
|
Value of imported raw-materials on CIF basis
|
8,956.80
|
3,160.69
|
|
Other Expenses:
|
66.28
|
64.74
|
|
Foreign Travel
|
|
|
|
Expenses
|
|
|
|
Earnings in foreign currency:
|
|
|
|
FOB Value of Exports
|
Nil
|
Nil
|
|
For Services Rendered
|
Nil
|
Nil
|
22. ANNUAL EVALUATION ON PERFORMANCE
[SECTION 134(3) (p)]:
Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has carried out an annual evaluation of performance of its own, the Committees thereof and the Director The Board is pleased to report that the result thereof show that the Company is well-equipped in the management as well as the governance aspects. The Independent Directors at their separate meeting held on 26th March, 2026 reviewed the performance of Non-Independent Directors (Executive & Non- Executive), Chairperson, performance of the Board as a whole and its various committees and also assessed the quality, quantity and timelines of flow of information between the Company Management and the Board. The Independent Directors expressed their satisfaction on the overall functioning and effectiveness of the Board, Committees and performance of individual Non-Independent Board members and the Chairman. The Board (excluding the Independent Directors being evaluated) has evaluated the performance of the Independent Directors on parameters such as Knowledge, Experience, Integrity, Independence of judgment, adherence to Code of Conduct, Corporate Governance, Contribution, attendance & level of participation and fulfilment of Independence Criteria etc. in accordance with the Company's 'Policy https://apollo-micro.com/policies.html for evaluation of Directors and Key Managerial Personnel and other employees'.
The Board has expressed its satisfaction to the performance of the Independent Directors and appreciated the level of participation of Independent Director
23. EMPLOYEE STOCK OPTIONS SCHEME [RULE
12(9) OF COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014]:
The Company has in place the Employee Stock Option Scheme 2018 (ESOS-2018) to attract, reward, motivate and retain its employees, who have shown high levels of individual performance and for the unusual efforts, put in by them to improve the operational and financial performance of the Company, which ultimately contributes to the success of the Company. During the financial year 2025-26, no grant of options was made to the employees of the company, under the ESOS scheme. The disclosures according to the provisions of the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as on 31st March, 2026 with regard to the Apollo Employee Stock Option Scheme 2018 (ESOS-2018) are annexed to this Report as Annexure-F.
24. CHANGE IN THE NATURE OF BUSINESS [RULE 8(5)(ii) OF COMPANIES (ACCOUNTS) RULES, 2014]
There is no change in the nature of the business of the Company during the financial year 2025-26.
25. CHANGE IN THE DIRECTORS OR KEY MANAGERIAL PERSONNEL [RULE 8(5)(iii)& 8(5)(iii)(a) OF COMPANIES (ACCOUNTS) RULES, 2014]
The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations and Section 149 of the Companies Act, 2013 mentioned in Corporate Governance report attached hereto as Annexure G. There is an optimum combination of Executive and Non-Executive Directors. The Company has 8 (Eight) Directors as on 31st March, 2026. Out of the 8 (Eight) Directors 3 (Three) are Executive Directors, 3(Three) Non-Executive- Independent Directors and 2 (Two) Non- Executive Non-Independent Director. The Chairman of the Company is a non-executive independent director.
Pursuant to the provisions of the Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with the rules framed under the SEBI
Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.
Ministry of Corporate Affairs vide its Notification number G.S.R. 804(E) dated October 22nd, 2019 had amended the Companies (Appointment and Qualification of Directors) Rules, 2014 and its amendment thereof requiring the registration of Independent Directors in the databank maintained by the Indian Institute of Corporate Affairs ('IICA') and passing the online proficiency self-assessment test conducted by the IICA within two(2) year from the date of inclusion of his/her name in the data bank.
Mr. Raghupathy Goud Theegala, Independent Director has duly registered his name in the data bank of IICA w.e.f. 25th February, 2020 and passed the online proficiency self-assessment test on 22nd February 2022.
Mrs. Karunasree Samudrala, Independent Director has duly registered her name in the data bank of IICA w.e.f. 25th February, 2020 and passed the online proficiency self-assessment test on 10th April, 2020.
Mr. Chandrashekar Matham, Independent Director has duly registered his name in the data bank of IICA w.e.f. 06th August, 2024 and is exempted from taking the online proficiency self-assessment test.
In opinion of the Board, they fulfill the conditions specified in the Act and the Rules made there under for the appointment as Independent Directors and are independent of the management.
The Independent Director's possess the relevant integrity, expertise, experience and proficiency. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission, if any.
During the financial year 2025-26, no changes took place in the Directors or Key Managerial Persons (KMP's) of the Company.
Mr. Aditya Kumar Halwasiya (DIN: 08200117 ) retires by rotation at the ensuing 29th Annual General Meeting and being eligible, offers himself for reappointment. Additional information on reappointment of Mr. Aditya Kumar Halwasiya (DIN:08200117) as director and as required under regulation 36(3) of the SEBI Listing Regulations is given in the Notice convening the forthcoming AGM.
26. DEPOSITS [RULE 8(5) (v) OF COMPANIES (ACCOUNTS) RULES, 2014]
The Company has not accepted any deposits within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. There are no unpaid or unclaimed deposits as the Company has never accepted deposits within the meaning of the Act and the rules made thereunder.
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL [RULE 8(5) (vii) OF COMPANIES (ACCOUNTS) RULES, 2014]
During the financial year 2025-26, the Company hasn't received any significant and material orders that impact the going concern status and company's operations in future.
28. INTERNAL FINANCIAL CONTROLS [RULE 8(5)(viii) OF COMPANIES (ACCOUNTS) RULES, 2014]
The Company has kept in place adequate financial controls to check and control any defects and frauds in the Company. Adequate internal control systems commensurate with the nature of the Company's business, its size, and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.
The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Vigil Mechanism Policy and such other procedures for ensuring the orderly and efficient conduct of its business for 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.
29. PARTICULARS OF EMPLOYEES
The information required under section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 respectively, are given in Annexure-H, which forms partof this Report.
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.
30. AUDITORS AND AUDIT REPORT
(a) Statutory Auditors & their Reports
M/s. S T Mohite & Co. (FRN 011410S), Hyderabad were appointed as Statutory Auditors of the Company in the Annual General Meeting held on August 25, 2022 for a period of 5 Years and holds office until the conclusion of the 30th Annual General Meeting to be held in the calendar year 2027.
Further, the remuneration to be paid to Statutory Auditors for FY 2025-26 is 13.00 Lakhs (Rupees Thirteen Lakhs Only) plus out of pocket expenses and applicable taxes and the remuneration for the remaining tenure of their second term as Statutory Auditors shall be mutually agreed between the Board of Directors and M/s. S T
Mohite & Co, from time to time.
The report of the Statutory Auditor forms part of this Annual Report and Annual Accounts 2025-26. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.
Further, M/s. S T Mohite & Co. have confirmed their eligibility for their appointment as Statutory Auditors and the same are within the limits as specified in section 141 of the Companies Act, 2013 and have also confirmed that they are not disqualified from continuing as Auditors of the Company. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.
(b) Internal Auditors
As per the provisions of Section 138 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors in its meeting held on 18th May, 2026 had appointed M/s. E Sateesh Reddy & Associates , Chartered Accountants, Hyderabad (ICAI Firm Registration No. 014888S), as Internal Auditor to conduct the internal audit of the Company for the Financial Year 2026-27 on a remuneration of 6.00 Lakhs plus applicable taxes.
(c) Cost Auditors
In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.
The Board of Directors of the Company in its meeting held on 18th May 2026 has, on the recommendation of the Audit Committee, approved the appointment of M/s G H Reddy & Associates, Cost Accountants (Firm Registration Number 002110) for the year ending March 31, 2027. M/s G H Reddy & Associates have experience in the field of cost audit.
The Board, also on the recommendations of the Audit Committee approved the remuneration of 1.5 lakh (Rupees One lakh Fifty Thousand only) (excluding applicable taxes and reimbursement of out-of-pocket expenses) payable to Cost Auditors for FY 2026-27. The same is placed for ratification of Members and forms part of the Notice of the AGM.
(d) Secretarial Auditors
As per the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors in its meeting held on 23rd May, 2025, has approved the appointment of M/s. MNM & Associates, Company
Secretaries, Hyderabad (Firm Registration No: P2017TL059600) as the Secretarial Auditor of the Company for a period of five (5) consecutive financial years commencing from FY 2025-26 to FY 2029-30, and the same has been approved by the Shareholders at the Annual General Meeting held in the year 2025. Ms. Sridevi Madati has issued Secretarial Audit Report for the FY -2025-2026.
31. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report ('MD&A') for the year under review as stipulated under the SEBI Listing Regulations is presented in a separate section forming part of this Annual Report.
32. REPORT ON CORPORATE GOVERNANCE
The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated under the SEBI Listing Regulations. A separate section titled Corporate Governance Report as Annexure-G under the SEBI
Listing Regulations along with a Corporate Governance Certificate from the Practicing Company Secretary in the Annexure-I and CFO Certification in compliance with Regulation 17(8) of SEBI Listing Regulations in the Annexure-J forms the part of this report.
33. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit Functions reports to the Board including Audit Committee of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.
34. VIGIL MECHANISM
The Company's Board of Directors, pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, has framed 'Whistle Blower Policy' for Directors and employees of the Company. The policy is to provide a mechanism, which ensures adequate safeguards to employees and Directors from any victimisation on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, and so on. The employees of the Company have the right/option to report their concern/ grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Company's website https://apollo-micro.com/policies.html under the section 'Investors'.
35. INVESTORS EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to section 124 of the Act, Dividends that are unclaimed for a period of seven years are required to be transferred to the IEPF, established by the Government of India.
During the year under review Company has transferred an amount of Rs.55,042 unclaimed interim divided for the financial year 2018-2019 and also transferred 18,630 shares to IEPF.
36. HUMAN RELATIONS
The Company continues to have cordial and harmonious relationship with its employees and thank all employees for their cooperation and the contribution towards harmonious relationship and progress of the company.
37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company is committed to provide work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment. The Company is also committed to promoting a work environment that is conducive to the professional growth of its employees and encourages equality of opportunity and will not tolerate any form of sexual harassment and to take all necessary steps to ensure that its employees are not subjected to any form of harassment. Thus, in order to create a safe and conducive work environment the Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (prevention, Prohibition, & Redressal) Act, 2013. Further, the Company has complied with provisions relating to constitution of Internal Complaints Committee ('ICC') under Sexual Harassment of women at workplace (Prevention, Prohibition, & Redressal) Act, 2013. The Committee has been set up to redress complaints received regarding sexual harassment. The detail of the committee members is available on the website of the Company https:// apollo-micro.com/policies.html under the section 'Investors'. All employees (permanent, contractual, trainees, temporary) are covered under this policy. During the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
38. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR [RULE 8(5)(xi) OF COMPANIES (ACCOUNTS) RULES, 2014]
During the year under review, the Company did not make any applications under the Insolvency and Bankruptcy Code, 2016. Additionally, there are no ongoing proceedings against the Company under the said Code.
39. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS [RULE 8(5)(xii) OF COMPANIES (ACCOUNTS) RULES, 2014]
During the financial year under review, there has been no instance of one-time settlement with any banks or financial institutions. Therefore, no valuation differences are reported.
40. APPLICABILITY OF BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
In accordance with Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the top 1,000 listed entities based on market capitalization as on 31st March of every financial year are required to include a Business Responsibility and Sustainability Report (BRSR) as part of their Annual Report.
As of March 31, 2026 Apollo Micro Systems Limited is ranked within the top 1,000 listed entities based on its market capitalization, thereby making the BRSR applicable to the Company for the financial year 2025-26. The BRSR report outlines the Company's initiatives and performance related to sustainability and responsible business conduct, demonstrating our commitment to ESG principles.
The BRSR report has been prepared in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is annexed to the Board's Report as Annexure - K.
41. COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors state that the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).
42. DIRECTORS AND OFFICERS INSURANCE ('D&O')
As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken Directors and Officers Insurance ('D&O') for all its directors.
43. BOARD OPINION ON THE INDEPENDENT DIRECTOR APPOINTED:
The Board declares that in their opinion, all the independent directors are persons of integrity and possess all the relevant expertise and experience (including the proficiency)
44. UNCLAIMED DIVIDENDS:
Unpaid / Unclaimed Dividends in accordance with the provisions of Sections 124 and 125 of Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) and dividends not encashed / claimed within seven years from the date of declaration are to be transferred to the Investor Education and Protection Fund (IEPF) Authority. The IEPF Rules mandate companies to transfer shares of Members whose dividends remain unpaid / unclaimed for a continuous period of seven years to the demat account of IEPF Authority.
The Members whose dividend / shares are transferred to the IEPF Authority can claim their shares / dividend from the Authority.
Due dates for transfer of dividend unclaimed to IEPF are as follows:
|
Financial Year
|
Rate of Dividend
|
Date of Declaration of Dividend
|
Last date for claiming un- paid dividends by Investors
|
Due date for transfer to IEPF
|
|
2018-19
|
10% Interim Dividend
|
01.11.2018
|
03.12.2025
|
04.12.2025
|
Members are requested to claim dividend(s) which have remained unclaimed, by sending a request to the Company at e-mail ID cs@apollo-micro.com or to the Company's Registrar and Share Transfer Agent (RTA) at e-mail bsshyd@ bigshareonline.com or to their postal address 306, Right Wing, 3rd Floor, Amrutha Ville, Opp: Yashoda Hospital, Rajbhavan Road, Hyderabad 500 082 (India), Telangana, India. During the financial year 2025 26, the Company declared and paid a dividend, and the list of shareholders with unclaimed dividends has been updated on the Company's website at: https://apollomicro.com/investor-corner/unpaid-andunclaimed-dividend-and-shares/. During the financial year, the Company did not transfer any unclaimed or unpaid amounts or shares to the Investor Education and Protection Fund (IEPF).
45. STATEMENT THAT THAT COMPANY HAS COMPLIED WITH MATERNITY BENEFIT ACT:
The Company has complied with the provisions of Maternity Benefit Act.
46. NUMBER OF EMPLOYEES AS ON CLOSE OF FINANCIAL YEAR
|
Male
|
-347
|
|
Female
|
-87
|
|
Transgender
|
-Nil
|
47. ACKNOWLEDGEMENTS
The Directors thank all customers, bankers, investors, shareholders, vendors and other stakeholders for their continued support and patronage during the year under review. The Board appreciates its employees for their efforts, hard work and dedication, which enabled the Company to achieve the targets and recognitions.
|
For and on behalf of the Board
|
|
APOLLO MICRO SYSTEMS LIMITED
|
|
Sd/-
|
Sd/-
|
|
Karunakar Reddy Baddam
|
Krishna Sai KumarAddepalli
|
|
Managing Director
|
Whole Time Director (Operations)
|
|
DIN: 00790139
|
DIN: 03601692
|
|
Place: Hyderabad
|
|
Date: 8th September 2026
|
|