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Apis India LtdIndustry : Food - Processing - Indian
BSE Code:506166NSE Symbol: Not ListedP/E(TTM):6.33
ISIN Demat:INE070K01014Div & Yield %:0EPS(TTM):42.17
Book Value(Rs):238.9456625Market Cap ( Cr.):147.15Face Value(Rs):10
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To

The Members,

APIS India Limited

Yours Directors have the pleasure of presenting the 42nd (Forty Second) Annual Report on the business and operations of your Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2024.

1. FINANCIAL SUMMARY / PERFORMANCE OF THE COMPANY:

(' in lakh)

PARTICULARS

Standalone

Consolidated

For the year ended 31st March, 2024 For the year ended 31st March, 2023 For the year ended 31st March, 2024 For the year ended 31st March, 2023

Sale and other Income

31,785.96 33,366.01 31,720.22 33,300.06

Profit before depreciation

3,021.99 1,638.36 2,953.59 1,576.06

Depreciation

236.36 274.71 236.36 274.71

Profit before tax and after depreciation

2,785.64 1,363.66 2,717.23 1,301.35

Provision for taxation

553.93 565.29 553.93 565.29

Profit after tax

2,231.70 798.36 2,163.30 736.06

Share of profit of an associate (net of taxes)

- - 1,093.35 1,089.29

Net Profit available for appropriation

2,231.70 798.36 3,256.65 1,825.34

Other Comprehensive Income/Loss for the year, net of taxes

(28.30) 24.18 (28.30) 24.18

Total Comprehensive Income for the year

22,03.41 822.54 3,228.36 1,849.52

Earnings Per Share [Equity share of [INR 10]

-Basic earnings per share (In INR)

39.99 14.93 58.59 33.57

-Diluted earnings per share (In INR)

39.99 14.93 58.59 33.57

2. OPERATIONS REVIEW AND THE STATE OF AFFAIRS OF THE COMPANY Operational and Financial Overview

The Company is one of the leaders in the field of organized honey trade in India. With its world class in-house facility for testing, processing and filtration for honey. It has a state of art manufacturing facility spread over 7 acres in Roorkee, Uttarakhand with a capacity to process over 100 tonnes of honey per day. With a mission to make pure and natural products, a part of consumers' everyday life, the Company has also forayed into Tea, Cookies and Preserves considering the changing purchase dynamic & growing need for branded quality packaged products.

The Company always believes in taking

challenges based on & has grown robustly to become a known player in the organized Honey Trade. The Company is a third generation of entrepreneurs with extensive hands on knowledge of the trade. The Company has an ISO2200 certification for documented procedure that applies to Food Safety framed by International body. The Company has also got the framed BRC, ISO22000, KOSHER, HALAL, NON-GMO, ORGANIC Certification. The Company is also winner of Numerous Industry and Government of India awards for Honey Export.

The Company has been thrice awarded the prestigious APEDA Export Award by Ministry of Commerce, Government of India, for our achievement in exports of honey.

For the year under review, it posted a Standalone Net Profit after Tax of INR 2,231.70 Lakh as compared to INR 798.36 Lakh during the previous year. The Consolidated Net Profit after Tax for the year was INR 2,163.30 Lakh as compared to INR 736.06 Lakh during the previous year.

Operations

This year the Company is planning to expend its product basket in spread category like Honey Almond Cornflakes, Infused Honey Range, Museli with 21% Fruit & Nuts, Jam with added vitamins & minerals, Silver Coated Dates (Mouth-freshener), Kahwa, Honey Lemon Green Tea, Soya Chunk with Masala, Falooda Premix, Jaljeera Premix, Thandai Premix, Aam Premix, Shikanji Premix.

The Company has presence its current category of product basket which includes varies new product added in different category are detailed as follows:

a) Honey:

The Company product under the brand name of APIS Himalaya have now become an important player in branded Honey segment in India. The Company offers a wide variety in honey like-Acacia, Eucalyptus, Himalaya Honey, Lychee, Sunflower and wild Flower Forest, mainly for the international market.

Value Added Honey

The Company has taken honey to the next level! By adding the medicinal extracts of indigenous flavour to the good old honey, the Company planning to launch the following new category of Honey.

I. Lemon Infused Honey

The Company has incepted the new idea of Lemon Infused Honey which is inspired by Ayurveda. Ayurveda considers lemon as a primary antioxidant that helps protect cells from damaging free radicals. Lemons are very rich in Vitamin C, which plays a vital role in weight management, and lower blood pressure. It adds to vitality, is a remedy for morning dullness and boosts immunity. Added with Honey, it is a health elixir in a bottle. Try it today!

Lemon infused Honey are available in convenient packing of 100gm and 250gm packs.

II. Ginger Honey

For centuries, Ginger is believed to be beneficial for healli and healing. Its antiinflammatory and antioxidant properties help in relieving nausea, loss of appetite, motion sickness, pain, cold and flu, and inflammation. When infused wili Honey, "Ginger Honey" is a boon for cough and cold related issues. It helps in reducing lie cholesterol, and on maintaining healliy blood sugar levels. Try lie taste of good healli today!

Ginger Honey are available in convenient packing of 100gm and 250gm packs.

III. Chilly Honey

The Company has incepted the new idea of Chilly Honey. The Chilly as a primary natural preservative, with antiseptic qualities that can soothe sore throats, coughs & colds.

Chilly infused Honey are available in convenient packing of 100gm and 250gm packs.

b) Green Tea

The Company five Senses Green Tea, is an ode to the Great Tea tasting tradition. The color, the aroma, the texture, the mouth fee, promises a sensorial epiphany. Our Tea is sourced from tea gardens and is treated with the time honored process that ensure the right moisture, texture, flavour and aroma. For further intensification of leaves, they are oxidized in huge oxidation floors of our tea processing plants. Rolling then shapes our tea leaves in the right from which are then dried, aged and packed to exhibit great taste and aroma. Each of these processes, is carried out in a climate controlled facility to avoid spoilage and maintain the perfect tea texture and flavour. The Tea is also an elixir of Good Health, longevity and possesses innumerable medicinal properties. It is pure joy in a cup-A true Connoisseur's choice!

c) Spicelicious Pickles

The Company has added its basket Spicelicious pickles which added magic to each meal. Apis pickles turn the most simplest of meals into an extravagance. Made from the best of Vegetables, fruits, Spices & Oils, Apis pickles use the most elaborate of processes & recipes to bring the most magical pickles range for the challenging Indian Palette.

Each bite promises to bring a riot of sensations on the taste buds. Making life tangier. An essential for every kitchen and Dinner table.

Since time immemorial, pickles have been the common thread that have tied India together. Our assorted array of lip smacking pickles pair up wonderfully with Indian meals.

The Company has this year lunch two newly category i.e. North Indian Pickles and South Indian Pickles.

North Indian Pickles

i. Green Chilli Pickle

A treat for lie adventurous foodies! Green chilli pickles are a delight to your tastebuds.

Green Chilli Pickle are available in convenient packing of 400gm, 500gm and 1kg packs.

ii. Lime Pickle

Sour limes transform into beautiful pickles. Enjoy our evergreen lime pickles wili flatbreads.

Lime Pickle are available in convenient packing of 400gm, 500gm and 1kg packs.

iii. Mango Tang

Lie quintessential Indian pickle. Pair it wili your favourite dishes to relish lie tang of lie king of fruits!

Mango Tag are available in convenient packing of 200gm, 500gm and 200gm

/TMl

iv. Mixed Veggies Pickle

Lie goodness of mixed veggies to take your meals to lie next level of flavour.

Mixed Veggies Pickle are available in convenient packing of 400gm, 500gm, 1kg and 5kg packs.

v. Red Stuff Pickle

A gentle reminder of your childhood. Pair liese pickles wili your favourite meals for a quick trip down memory lane.

Red Stuff Pickle are available in convenient packing of 400gm, 500gm and 1kg packs.

d) Preserves

Getting a consistent product throughout the year is a must and our quality Control ensures that you get the perfect taste in our preserves all year around. Right from sourcing the right raw product, to proper cleaning and treatment, a stringent process flow is maintained to give you the best product. Kitchen essentials are kept as fresh as they did when plucked. No added flavour or chemicals are used in Apis preserves.

The Company has introduced Ginger Garlic Paste in 20gm, 100gm and 200gm pouches to make their presence in the domestic market and knock the door to reach the maximum no of consumers.

e) Dates

Apis dates are a rich source of several vitamins, minerals and fibers. These delicious fruits contain oil, calcium, sulfur, Iron, Potassium, Phosphorous, Manganese, copper and Magnesium- the building blocks for good health. Health specialists have said that eating one date per day is necessary for balanced and healthy diet. The significant amounts of minerals found in dates make it a super food for strengthening bones and fighting off painful and debilitating diseases like osteoporosis. Dates also help in gaining weight and in muscle development. Studies have found dates beneficial in relief from constipation, intestinal disorder, heart problems, anemia, sexual

dysfunction, diarrhea, abdominal cancer and many other conditions, like night blindness and seasonal allergies.

The Company has this year introduced varies new category in dates. The fruit of kings! Apis offers you a wide assortment of dates that instantly make you feel like royalty!

• Premium Seeded Dates

Seeded Zahidi dates are packed wili nutrition and healli benefits. And to quash lie myli liat all liings healliy cannot be healliy, liis is one to relish. liese dates are vacuum packed to retain lieir freshness, increasing lie longevity of lie products. Premium Seeded Dates are available in the 500gm pack.

• Royal Zahidi Dates

Zahidi dates are medium sized dates which are distinctively oval in shape.

They have a pale brown skin and a thick, golden inner flesh that surrounds a single seed. They have a considerably lower sugar content. Chewy, and semi-dry in texture, the Zahidi date has a mildly sweet, nutty and almost buttery flavor with a subtle tang, reminiscent of dried apricots.

Royal Zahini Dates are available in convenient packing of 500gm and 150gm packs.

• Arabian Pearls Dates

Arabian Pearl dates are deep dark brown in color, wili a tender skin and sweet flavor.

Apis India is one of lie popular brands of dates in India. It is grown mainly in lie eastern region, and is characterized by a unique natural, glossy, waxy layer covering its smooli surface, in addition to lie strong, fiber structure which gives it a lesser sweet taste.

Arabian Pearls Dates are available in convenient packing of 500gm and 250gm packs.

Shahana Dates

Shahana Dates are premium quality dates and are known for their rich, sweet taste and soft texture. They are rich in fiber, vitamins, and minerals, making them a healthy snack option. The dates are processed and packed in state-of-the-art facilities to ensure that they retain their natural flavor and nutritional value.

• Deseeded Dates

Eating dates made easier! Enjoy the juicy taste of dates, with the same amount of nutrition and health benefits as the seeded ones, but a lot more consumer friendly. Deseeded Dates are available in the 500gm pack.

• Nayaab Dates

• Desert Bliss Dates

• Classic Dates

• Sabaa Black Dates

• Select Dates

f) Fruitilicious Jam

Fruitilicious Jam in its basket to bring out the kid in you with the finger-licking Apis range of Jam. Be it Roti's, Dosas or Toast or Home cake toppings Apis has a wide range to choose from. Each spoon promises a delightful explosion of fruitiliciouness. Made from 100% real fruit ingredients, Apis Jam along with being Yummy is nutritious and Healthy.

Apis Jam have a carefully chosen consistency that in spreads easily with spoon or knife. It is carefully sealed in impermeable glass & PET wrapping to keep it moisture free to retain its taste and aroma.

The Company has incepted this year two new product in Jam Category i.e. Pineapple and Mango.

Coming in diverse flavour like Mix- Fruit, Orange, Strawberry & Grapes Apis Jams promises a flavour for every day of the week.

g) Macaroni

The Company has added this year a new product Macaroni in its basket to bring out transport yourself to lie gastronomic wonderland of Italy. The Apis present to you lie most versatile pasta, lie Macaroni!

Apis Macaroni are available in convenient packing of 180gm and 500gm packs.

h) Soya Chunks

The Company has further added this year a new product Soya Chunks in its basket. A healthy and tasty ingredient for your meals, Apis Soya chunks are a protein powerhouse, with 52% protein content these spongy balls used in the variety of curry & dry preparations enhance the taste & nutritional value of all kinds of recipes. The high protein content helps in overall muscle growth & in developing strong immunity. Not only this, these golden chunks also have more for your health- “9 essential amino acids". The Essential amino acids are not synthesized by the body itself & hence must come from the food. These 9 essential amino acids are only available in soybeans in the right proportions across all vegetarian sources.

These chunks are fat-free & high on fiber that helps to keep you healthy and hearty. Apis soya chunks are made from high- quality soybeans & packed in the fully automated plant so the right nutrition reaches your table. The spongy texture of these chunks absorbs the taste of all the ingredients added to it. Just add this nutrition-rich food to your daily diet to stay healthy and strong.

i) Corn Flakes

Apis Cornflakes are much-loved breakfast cereals, as they are not very high in calories and form quite a filling meal. Having a bowl of cornflakes and milk in the morning not only keeps you full for longer, but also prevents you from bingeing in between of the meals. Apis Cornflakes are packed with minerals, vitamins, dietary fibre, proteins and carbohydrates which are all essential for healthy living.

j) Choco Flakes

Apis Choco Flakes are not only super easy to make but they are also a perfectly fulfilling meal that is full of Vitamins and Minerals. It's the best option for your kids who don't drink milk directly. Rich in Vitamin C, Apis Choco Flakes will help your kid build up their Immunity and they surely will love it.

Thin Roasted Seviyan Vermicelli are available in convenient packing of 25gm and 250gm packs.

k) Thin Roasted Seviyan Vermicelli

The Company has also added one more new product this year named as Apis Thin Roasted Seviyan Vermicelli in its basket.

Apis Roasted vermicelli, the ideal component for both savory snacks and sweet treats. The non-sticky, fibrous Apis Roasted Vermicelli is made from excellent quality whole wheat.

Thin Roasted Seviyan Vermicelli are available in convenient packing of 80gm and 400gm packs.

l) Organic Honey

The Company has also added one more new product this year named as Organic Honey in its basket. The Organic Honey is sourced from the serene valleys of Kashmir.

The Apis Organic Honey is nestled in the Himalayan foothills, the valleys of Kashmir are renowned for their breathtaking landscapes, fertile soil and a climate that fosters the growth of diverse wildflowers. It's in this enchanting environment that our organic honey is lovingly cultivated by bees who forage amidst a plethora of flowers.

Apis Organic Honey is available in convenient packing of 450gm pack.

3. DIVIDEND

The Board of Directors of your Company, do not recommend any dividend for the financial year ended March 31, 2024.

4. SHARE CAPITAL

During the year under review, the Company has issued and allotted 2,03,040 equity shares of face value of Rs. 10/- each to the eligible shareholders of Apis Natural Products Private Limited ("Transferor Co-1") and Modern Herbals Private Limited ("Transferor Co-2") in pursuant to an order passed by Hon'ble National Company Law Tribunal (NCLT), Delhi Bench vide order dated January 16, 2023.

The equity shares issued ranked pari- passu with the existing fully paid up equity shares in all respects as to dividend etc.

Further, in pursuant to the order of Hon'ble NCLT, Delhi Bench the authorized share capital of transferor companies shall merged with Apis India Limited ("Transferee Company") and preference share capital held by transferor companies shall cancelled therefore the paid up share capital has been reduced from Rs.

9.01.00. 760/- to Rs. 5,51,00,760/-

The paid up share capital of your Company as on March 31, 2024 was INR 5,51,00,760 (Rupees Five Crore Fifty One Lakh Seven Hundred Sixty Only) divided into 55,100,76 equity shares of INR 10 (Rupees Ten) each.

During the year under review, there was an increase in authorised share capital of the Company from Rs. 12,70,00,000/- (Rupees Twelve Crore Seventy Lakh Only) to Rs.

13.30.00. 000 (Rupees Thirteen Crores Thirty Lakhs Only) due to an order passed by Hon'ble NCLT, Delhi Bench vide order dated 16th January, 2023.

The Authorised share capital of the Company as on March 31, 2024, was Rs 13,30,00,000 (Rupees Thirteen Crores Thirty Lakhs Only) divided into 13,30,00,00 (Thirteen Lakhs Thirty Thousand) equity shares of Rs. 10 (Rupees Ten) each.

Also, during the year under review, your Company has nor granted stock options nor issued Sweat Equity.

5. TRANSFER TO RESERVES

As permitted under the Act, the Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for FY 2023-24 in the profit and loss account.

6. LISTING OF SHARES

The Company's equity shares are listed with BSE Limited. The annual listing fee for the financial year 2024-25, for the Stock Exchange, has been paid.

7. SUBSIDIARY & GROUP COMPANIES

As on March 31, 2024, your Company has 2 (two) wholly owned subsidiaries with the name and style of Anantadrishti Smart India Private Limited and Nature's Family Tree Foods Private Limited, 1 (one) overseas associate company with the name and style of APIS Pure Foodstuff LLC, Dubai and 1 (one) Associate Company named as Kapil Anand Agro Private Limited.

8. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE FINANCIAL YEAR

The Company, during the financial year ended 31st March, 2024 does not become or ceased any subsidiary/Associate Companies as per the provisions of Companies Act, 2013.

Audited Financial Statements of Company's subsidiaries and Associates are available on Company's website at www.apisindia.com and the same are available for inspection at the Registered Office of the Company. The same will also be made available to interested members upon getting request.

The Company has laid down policy on Material subsidiary and the same is placed on the website of the Company. The said policy may be accessed at the following web link: https://www.apisindia.com/pdf/Policy-for- Determination-of-Materiality.pdf

None of the subsidiary(s) fall within the meaning of "Material Non- listed Indian subsidiary" as defined in the policy adopted by the Company.

Report on the highlights of performance of Subsidiaries, Associates and Joint Venture Companies and their contribution to the overall performance of the Company.

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Amendment Rules, 2014 the report

on highlights of performance of subsidiaries, associates and Joint Venture Companies and their contribution to the overall performance of the Company is attached as Annexure-I to this report. Information with respect to financial position of the above entities can be referred in form "AOC-1" which forms part of the notes to the consolidated financial statements.

9. FINANCIAL STATEMENTS

In accordance with the Ministry of Corporate Affairs ("MCA") circular dated January 13, 2021 read with circulars dated April 08, 2020, April 13, 2020 and May 5, 2020, the Annual Report 2023-24 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including consolidated financial statements, prepared as per the requirements of Schedule III to the Act, Directors' Report (including Integrated Reporting and Management Discussion & Analysis and Corporate Governance Report) is being sent only via email to all shareholders who have provided their email address(es).

The Annual Report 2023-24 is also available at the Company's website at www.apisindia.com.

10. IND AS STANDARDS

The Audited Financial Statements for the financial year ended March 31, 2024 have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) prescribed under Section 133 of the Companies Act, 2013 (hereinafter referred to as "Act") and other recognized accounting practices and policies to the extent applicable.

The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the financial year ended March 31, 2024. The Notes to the Financial Statements adequately cover the Standalone and Consolidated Audited Statements and form an integral part of this Report.

11. CONSOLIDATED FINANCIAL

STATEMENTS

The consolidated Financial Statements of your company for the Financial Year ended 31st

March, 2024 have been prepared in accordance with the principles and procedures of Indian Accounting Standards 110 (Ind AS) as notified under the Companies (Ind As) Rules, 2015 as specified under section 133 of the Companies Act, 2013 ("the Act") as amended time to time.

In compliance to Section 129 of the Act read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") Consolidated Financial Statements prepared on the basis of audited financial statements received from subsidiary/ associate companies as approved by their respective Boards forms part of this report. In compliance with section 129 of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiary and associate company of the Company in form AOC-1 which forms part of the notes to the financial statements.

Pursuant to the provision of section 136 of the Act, the financial statements, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiary and Associates are available on the website of the Company i.e. www.apisindia.com.

12. CREDIT RATING

The Company's bank facilities are rated by Credit Analysis and Research Limited (CARE). The rating has updated from BBB-/Stable to BBB; Stable for its Long Term Bank Facility and A3+ for its Short Tem Bank Facility, which reaffirms the reputation and trust the Company has earned for its sound financial management and its ability to meet its financial obligations.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is enclosed as Annexure-II and forms part to this report.

14. DETAILS OF BOARD MEETING

During the year 07 (Seven) Board Meetings and 6 (Six) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions

15. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 ('the Act') read with Section 134(3) (a) of the Act and rules framed thereunder, the Annul Return, for the financial year ended 31st March, 2023 is available on the website of the Company and can be accessed through the web link. https://www.apisindia.com/mvestors-

financialresults.php

16. MANAGING THE RISK OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES

Vigil Mechanism / Whistle Blower Policy

Your Company has zero tolerance policy for any form of unethical behaviour. In accordance with Section 177(9) & (10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, Company has formulated vigil mechanism viz., Whistle Blower Policy to encourage the company employees who have knowledge of actual or suspected violation, malpractices, corruption, fraud or unethical conduct, leak of unpublished price sensitive information.

To this effect, the Board has adopted a "Whistle Blower Policy" (WBP), which is overseen by the Audit Committee. The policy provides safeguards against victimization of the whistle blower. Employees and other shareholders have direct access to the Audit Committee for lodging concern if any, for review.

The Board has formulated policy on Whistle Blower and the same may be accessed at the website of the Company i.e. https://www. apisindia.com/pdf/vigil_mechanism_policy. pdf

The same is reviewed by the Audit Committee from time to time. No concerns or irregularities have been reported by employees/directors till date.

17. DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Act, the Board of Directors hereby confirms and accepts the responsibility for the following in respect of the Audited Annual Accounts for the financial year ended March 31, 2024:

(a) that in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) that the directors had selected such accounting policies and applied them consistently and made judgements 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 and loss of the Company for that period;

(c) that 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) that the directors had prepared annual accounts for the financial year ended March 31, 2024 on a going concern basis;

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

(f) that 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. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particular of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act read with Companies (Meeting of Board and its powers) Rules, 2014 are given in the Financial Statements of the Company for the financial year ended March 31, 2024. Please refer the notes to the Standalone Financial Statements for the financial year ended March 31, 2024 for further details.

19. AUDITORS

i) Statutory Report and their Report

In Compliance with the provisions of Sections 139 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) / re-enactment(s) / amendment(s) thereof, for the time being in the force), M/s G A M S & Associates LLP., Chartered Accountant (Firm Registration No. 0N500094), were appointed as statutory auditors for a period of five consecutive years commencing from the conclusion of 39th AGM (Annual General Meeting) held on 30th September, 2021 till the conclusion of 44th AGM to be held during the year 2026.

As required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The auditor report given by M/s G A M S & Associates LLP., Chartered Accountants, Statutory Auditors, on the (Standalone and Consolidated) Financial Statements of the Company for the year ended on March 31, 2024, forms part of the Annual Report and self-explanatory. There has been no qualification, reservation or adverse remarks or any disclaimer in their report.

Reporting of frauds:

Pursuant to the provision of Section 143 (12) of the Companies Act, 2013 and Rules framed thereunder, that there have been no instance of fraud reported by the Auditors either to the Company or to the Central Government. As such there is nothing to report by the Board under section 134(3)(ca) of the Companies Act, 2013.

ii) Cost Auditors

In Pursuant to Section 148 of the Companies Act, 2013, and rules and regulation made thereunder read with Companies (Accounts) Amendment Rules, 2018 the requirements of cost auditors and cost audit are not applicable to the Company.

iii) Secretarial Auditors and Secretarial Audit Report

In terms of Section 204(1) of Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Anand Nimesh & Associates, Company Secretaries, Delhi to do the secretarial audit of the Company for the financial year ending 31st March, 2023. The said firm has issued their consent to do the secretarial audit for the company for the said period.

M/s Anand Nimesh & Associates, Company Secretaries, have now completed their secretarial audit and have issued their certificate as per prescribed format in MR-3 to the shareholders of the Company, which is annexed to this Report as Annexure-III. They have no observations in their report and have confirmed that the Company has proper board processes and a compliance mechanism in place. They have also complied with the relevant statutes, rules and regulations applicable to the Company and with the applicable secretarial standards.

There has been no qualification, reservation or adverse remarks or any

The members are further informed that Board of Directors on recommendation of Audit Committee reappointed M/s Anand Nimesh & Associates, Company Secretaries in Practice as Secretarial Auditors of the company in pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) for the financial year 2024-2025.

iv) Internal Auditors

The Board of Directors on recommendation of Audit Committee appointed M/s Gopal Chopra & Associates, Chartered Accountants as Internal Auditors of the company in pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or reenactment thereof for the time being in force) for the financial year 2024-25.

20. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS

In compliance with the Listing Regulations, the Company has a policy on Materiality of Related Party Transactions and dealing with Related Party Transactions (RPT Policy). The RPT Policy can be accessed on the website of the Company, viz. https://www.apisindia.com/ pdf/Related_Party_Policy.pdf

All Related Party Transactions entered into by your Company during the Financial Year 2023-24 were on an arm's length basis and were in the ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company. Requisite prior approval of the Audit Committee was obtained for Related Party Transactions.

The disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Section 134(3)(h) and Section 188 of the Companies Act, 2013 read with the Rule 8(2) of the

Companies (Accounts) Rules, 2014 is enclosed as Annexure-IV. Attention of Members is also drawn to the disclosure of transactions with related parties set out in Note No.36 of Standalone Financial Statements, forming part of the Annual Report. None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

21. INTERNAL FINANCIAL CONTROL

The Company has a well-established internal control framework with reference to the Financial Statements and as referred under Section 134(5)(e) of the Act, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The Internal Financial Controls ("IFCs") are commensurate with the scale and complexity of its operations. The controls were tested during the year and no reportable material weaknesses either in their design or operations were observed. The current system of IFCs is aligned with the requirement of the Act and is in line with globally accepted risk-based framework.

All internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on internal control.

22. RISK MANAGEMENT POLICY

In compliance with the requirement of the Act, your Company has put in place Risk Minimization and Assessment Procedure. In order to effectively and efficiently manage risk and address challenges, the Company has formulated Risk Management Policy covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Company's objectives or threaten its existence.

The main objective of the policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decision on risk related issues.

As on the date of this report, there is no element of risk, which may threaten the existence of the Company.

The Board has formulated policy on Risk Management Policy and it may be accessed at the website of the company https://www. apisindia.com/pdf/Risk-Management-Policy-. pdf

23. COMMITTEES OF BOARD

Pursuant to various requirements under the Act and the Listing Regulations, the Board of Directors has constituted/reconstituted (whenever necessitated) the following committees:

(i) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

In terms of section 135 of the Companies Act, 2013 and rule framed thereunder, the Company has constituted a Corporate Social Responsibility (CSR) Committee to recommend and monitor expenditure on CSR. The CSR Committee comprises of Mr. Karan Ahooja as Chairman, Mr. Vimal Anand, Mr. Amit Anand and Mr. Sushil Gupta are the members of the committee.

Based on the recommendations of the CSR Committee, the Company has laid down a CSR policy, which is displayed on the website of the Company. It can be accessed at the web-link at https:// www.apisindia.com/pdf/APIS-INDIA- LMITED-CSR-Policy-[165606].pdf

The Company is committed to Corporate Social Responsibility. The Company during the year ended March 31, 2024, was required to spend 2% of the average net profit of the Company for three immediately preceding financial years

i.e. INR 21.29 Lakh. During the year under review, your Company as part of its CSR initiatives has spent an amount aggregating to INR 22.00 Lakh on the activities/projects covered under the CSR Policy of the Company.

The details of the CSR Activities are given as 'Annexure-V' which forms part of this Report.

(ii) AUDIT COMMITTEE

In terms of Section 177 of the Companies Act, 2013 read with Regulation 18 of the

SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, Your Company has in place Audit Committee of Board of Directors, with Mrs. Sunita Chaddha as Chairperson, Mr. Sushil Gupta, Mr. Karan Ahooja & Mr. Mukesh Kasana as members.

The terms of reference of Audit Committee are confined to Companies Act 2013 & Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 read with Part-C of Schedule II.

The details of meetings with attendance thereof and terms of reference of Audit Committee have been provided in the Corporate Governance Report which forms part of this report.

The composition of Audit Committee is as follows:

Name of the Director

Designation

1. Mrs. Sunita Chaddha

Chairperson

2. Mr. Sushil Gupta

Member

3. Mr. Karan Ahooja

Member

4. Mr. Mukesh Kasana

Member

(iii) NOMINATION AND REMUNERATION COMMITTEE

In terms of Section 178 of the Companies Act, 2013 ('Act') read with Companies (Meeting of the Board and its Power) Rules, 2014 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, your Company has in place duly constituted Nomination and Remuneration Committee.

The details of the composition of the committee along with other details are available in the Corporate Governance which is forming part of this Annual Report.

The said policy is available on the website of the Company at https:// www.apisindia.com/pdf/NOMINATION- AND-REMUNERATION-POLICY-(for- apis-2016)-[165604].pdf

It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of the Company.

(iv) STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has also formed Stakeholder's Relationship Committee in compliance to the Companies Act, 2013 & Regulation 20 of SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015. The details about the composition of the said committee of the Board of Directors alongwith attendance thereof has been provided in the Corporate Governance Report forming part of this report.

24. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Independent Directors hold office for their respective term and are not liable to retire by rotation. The Company has received from all the Independent Directors a declaration under section 149(7) of the Act confirming that they fulfil the criteria of independence as provided under section 149(6) of the Act [including compliance of Rule 5 and 6 of Companies (Appointment and Qualification of Directors) Rules, 2014] and regulations 16(1)(b) & 25 of Listing Regulations.

All the Independent Directors of the Company are compliant of the provisions of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board all Independent Directors possess strong sense of integrity and having requisite experience (including proficiency), qualification, skills and expertise as well as independent of the management. For further details, please refer Corporate Governance Report.

There has been no change in the circumstances which may affect their status as Independent Director during the financial year under review.

25. PREVENTION OF INSIDER TRADING

The Company has framed a code of conduct for prevention of insider trading based on Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This code is applicable to all the Board members/ employees/ officers/ designated persons of the Company. The code requires pre-clearance for dealing in the Company's shares in certain cases and prohibits the dealing

in the Company's shares by the Directors and the Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The code of conduct for prevention of insider trading is disclosed in the website of the Company and can be assessed at:

https://apisindia.com/pdf/Code-of-Conduct-

for-Regulating-and-Monitoring-Trading-by-

Insiders.pdf

26. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company has an optimum combination of executive and non-executive directors, including independent directors and a woman director. The Company's Board of Directors as on March 31, 2024 consisted of seven (7) Directors and out of them, four (4) are NonExecutive Independent Directors and three (3) are Executive Directors.

Sh. Amit Anand is the Managing Director, Sh. Vimal Anand is the Whole-time Director and Smt. Prem Anand is the Whole-time Director & Chairperson and Smt. Manisha Anand, Chief Operating Officer of the Company. The other four (4) Directors i.e., Sh. Karan Ahooja, Sh. Sushil Gupta, Sh. Mukesh Kasana and Smt. Sunita Chaddha are the Non-Executive Independent Directors of the Company.

During the period under review, none of the Non-Executive Directors of the Company had any pecuniary transactions with the Company.

(I) APPOINTMENTS

i. The Board of Directors, upon recommendation of the Nomination and Remuneration Committee, appointed Mr Priyanshu Agarwal (DIN: 10829923) as an Additional Director of the Company in the category of Independent Director in the Board Meeting of the Company held on 08th November, 2024, whose appointment is due for the approval of the Members of the Company in the 42nd Annual General Meeting of the Company.

The proposal to appoint Mr. Priyanshu Agarwal (DIN: 10829923) is covered in the Notice of AGM as Special Business.

Mr. Priyanshu Agarwal (DIN:10829923)

has given the declaration of independence to the Company stating that he meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

ii. The Board of Directors, upon recommendation of the Nomination and Remuneration Committee, appointed Mrs Diksha Gandhi (DIN: 10829922) as an Additional Director of the Company in the category of Independent Director in the Board Meeting of the Company held on 08th November, 2024, whose appointment is due for the approval of the Members of the Company in the 42nd Annual General Meeting of the Company.

The proposal to appoint Mrs Diksha Gandhi (DIN: 10829922) is covered in the Notice of AGM as Special Business.

Mrs Diksha Gandhi (DIN: 10829922) has

given the declaration of independence to the Company stating that he meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

ii. RE-APPOINTMENTS/DIRECTOR RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Article of Association of the Company read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mrs Prem Anand (DIN: 00951873) retires by rotation at the ensuing Annual General Meeting and being eligible, has offers herself for re-appointment. The details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Mrs Prem Anand are provided in the Notice of 42nd Annual General Meeting.

The Board recommends her reappointment.

iii. WOMAN DIRECTOR

In terms of Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of

Directors) Rules, 2014 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has appointed Mrs. Sunita Chaddha (DIN: 03398434) who is serving on the Board of the Company as Independent Director.

iv. Cessation

During the financial year under the review, there was no cessation of Directors in the Company.

KEY MANAGERIAL PERSONNEL

As per the requirement under the provisions of section 203 of the Act, the following are the Key Managerial Personnel ('KMP') of the Company as on the date of this report:

I. Sh. Am it Anand (DIN: 00951321)-

Managing Director;

II. Sh. Vimal Anand (DIN: 00951380)- Whole Time Director;

III. Smt. Prem Anand (DIN: 00951873)- Whole Time Director;

IV. Smt. Manisha Anand (DIN: 06832477)- Chief Financial Officer; and

V. Sh. Vikas Aggarwal- Company Secretary

During the period under review, there was no change in the Key Managerial Personnel of the Company except Sh. Vikas Aggarwal appointed as on 14th August, 2023.

27. ANNUAL EVALUATION OF THE BOARD'S, COMMITTEES AND DIRECTORS PERFORMANCE

As required under Section 134(3)(p) of the Act and Regulation 17 of the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholder Grievances Committee and Corporate Social Responsibility Committee.

As required under regulation 17(10) of Listing Regulations, the Board assessed the performance of the Independent Directors,

individually and collectively as per the criteria laid down and on an overall assessment, the performance of Independent Directors was found noteworthy. The Board has therefore recommended the continuance of Independent Directors on the Board of the Company. Each of the Directors had evaluated the performance of the individual Directors on the parameters such as qualification, knowledge, experience, initiative, attendance, concerns for the stakeholders, leadership, team work attributes, effective interaction, Independent views and Judgement.

The Board of Directors have assessed performance of the Board as a whole and committees of the Company based on the parameters which amongst other included structure of the Board, including qualifications, experience and competency of Directors, diversity of Board and process of appointment; meetings of Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes; functions of Board, including strategy and performance evaluation, corporate culture and value, evaluation of risks, succession plan, focus on the shareholders' value creation, effectiveness of Board processes, governance and compliance and meaning full communication, high governance standard, knowledge of business, openness of discussion/integrity and information and functioning and quality of relationship between the Board and management.

The members of the Audit Committee, Nomination and Remuneration Committee, Stakeholder's Relationship Committee and Corporate Social Responsibility Committee were also assessed on the above parameters and also in the context of the Committee's effectiveness vis-a-vis the Act and Listing Regulations.

The Criteria for evaluation of the Committee of Board included mandate and composition, effectiveness of the Committee, structure of the Committee, regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information, independence of committee of the Board, contribution to decisions of the Board, and quality of relationship of the Committee with the Board and Management.

The Nomination and Remuneration Committee & Audit Committee has also reviewed and

considered the collective feedback of the whole of evaluation process.

Results of all such above referred evaluations were found satisfactory.

28. MEETING OF INDEPENDENT DIRECTORS

In terms of Regulation 25(3) of Listing Regulations and as stipulated in the code for Independent Directors under Schedule IV of the Act, a Separate meeting of the independent directors ('Annual Independent Director meeting) was convened as on February 20, 2024, which reviewed the performance of the Board (as a whole), the non- independent directors and the chairperson. Post of Annual ID meeting, the collective feedback of each of the independent directors was discussed by the Chairperson of the Nomination and Remuneration Committee with the Board's Chairperson covering performance of the Board as a whole performance of the nonindependent directors and performance of the Board Chairperson.

29. DEPOSIT

The Company does not have any deposits and has neither accepted any deposits during the year under Chapter V of the Companies Act, 2013 read with its rules and regulations made thereunder.

30. LOAN FROM DIRECTOR

The members are informed that during the year the Company has repaid an amount of INR 1,45,00,000/- Crores (Rupees One Crore Forty Five Lakh Only) to Mrs Prem Anand. The members are further informed that after repayment an aggregating to INR 5,37,00,000/- Crores (Rupees Five Crore Thirty Seven Lakh Only) unsecured loan from Mrs. Prem Anand, Director of the Company lying as on March 31, 2024.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review there is no significant and material orders was passed by the regulators or courts or tribunals impacting the going concern status and Company's operations.

32. CORPORATE GOVERNANCE

As per the requirement of Regulation 34(3)

read with Schedule V of Listing Regulations, a report on Corporate Governance is annexed, which forms part of this Annual Report.

A certificate from a Practising Company Secretary confirming compliance with the conditions of Corporate Governance as required under Clause E of Schedule V read with regulations 34(3) is annexed hereto.

33. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the financial year under review, as stipulated under the Listing Regulations is annexed and forms part of this Report.

34. PREVENTION, PROHIBITION AND REDRESSALOFSEXUALHARASSMENT OF WOMAN AT WORK PLACE

The Company has zero tolerance for sexual harassment at workplace and has formulated a policy on Prevention, Prohibition and Redressal of Sexual harassment at the workplace, in line with the provisions of the Sexual Harassment of woman at workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under. The Policy aim to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

All the employees of the Company as a part of induction are sensitized about the provisions of the said Act. The Company believes in providing safe working place for the Women in the Company and adequate protection are given for them to carry out their duties without fear or favour.

To comply with the provisions of Section 134 of the Act and rules made thereunder, your Company has complied with the provisions relating to constitution/re-constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There was one complaint received from employee during the financial year 2023-2024 which was resolve amicability and there is no complaint outstanding as on March 31, 2024.

The Board has formulated policy on Sexual

Harassment Policy and it may be accessed at the website of the company https://www. apisindia.com/pdf/Policy-on-S.H.W-[165601]. pdf

35. INDEPENDENT DIRECTOR'S

FAMILIARISATION PROGRAMME

As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and is powers) Rules, 2014 and SEBI (LODR), Regulations, 2015, your Company had adopted a familiarisation programme for independent directors to familiarise them with the Company, their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework, functioning of various divisions, HR Management etc.

Every Independent Director is briefed about the history of the Company, its policies, customers, Company's strategy, operations, organisation structure, human resources, technologies, facilities and risk management. Factory/ warehouses visits are also arranged for the Directors who wish to familiarize themselves with the processes and operations of the Company.

Your company aims to provide its independent Directors, insight into the Company enabling them to contribute effectively.

The details of familiarisation program may be accessed on the Company's website https:// www.apisindia.com/pdf/Familiarisation- Programme-for-Independent-Directors.pdf

36. PARTICULARS OF EMPLOYEES

Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014, a statement showing the names and other particulars of the top ten employees and the employees drawing remuneration in excess of the limits set out in the said rules is enclosed as 'Annexure-VI' and forms part of this Report.

37. MANAGERIAL REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rules 5 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, is provided in 'Annexure-VII', forming part of this report.

38. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT

There has been no material Change and Commitment affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

39. BUY BACK OF SECURITIES

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

40. SWEAT EQUITY

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

41. BONUS SHARES

No Bonus shares were issued during the year under review.

42. EMPLOYEE STOCK OPTION SCHEME

The Company has not provided any Stock Option Scheme during the year under review.

43. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no material change in the nature of business during the period under review.

oidiuiuiy nepui i midiiuidi oicueiiieiiio

44. SECRETARIAL STANDARDS

As on March 31, 2024 the Secretarial Standard 1 & 2 on Board Meeting has been notified and the Company has complied with the requirements of the said Secretarial Standards.

A Certificate of compliances issued by the Secretarial Auditor M/s Anand Nimesh & Associates is enclosed as Annexure-III and forms part of this Report.

45. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no Corporate Insolvency Resolution Process (CIRP) was initiated against your Company, under the Insolvency and Bankruptcy Code, 2016 (IBC) as amended.

46. ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION

There was no instance of one-time settlement with any Bank or Financial Institution.

Acknowledgements

The Directors place on record their appreciation for the assistance, help and guidance provided to the Company by the Bankers and Authorities of State Government and Central Government from time to time. The Directors also place on record their gratitude to employees and shareholders of the Company for their continued support and confidence reposed in the management of the Company.

By order of the Board of Directors For APIS India Limited

Place: New Delhi

Amit Anand Prem Anand

Date: November 25, 2024

Managing Director Director & Chairperson
DIN: 00951321 DIN: 00951873