Your Director's have pleasure in presenting the 13th Annual Report together with the Audited Financial Statements forthe Financial Year ended 31st March, 2025.
The performance of the Company for the Financial Year ended 31st March, 2025, is summarized below:
(C in lakhs)
Particulars
2024-25
2023-24
Revenue from Operations
81,355.24
80,410.32
Other Income
455.22
329.09
Total Income
81,810.46
80,739.41
Profit Before Interest, Depreciation &Tax(EBITDA)
2,973.03
4,371.64
Interest
878.47
934.15
Depreciation
1533.73
1,481.76
Profit before Tax
560.83
1,955.73
Current Tax
129.18
308.16
Deferred Tax
44.00
187.64
Total Tax Expenses
173.18
495.80
Net Profit for the period after tax
387.65
1,459.93
Earnings per share
1.24
4.67
During the year under review, your company has reportedtotal income including net revenue and other incomeat C 81,810.46 Lakhs as against C 80,739.41 Lakhs in theprevious year.
At the EBITDA level, the company reported a profitof C 2,973.03 Lakhs for the current year as comparedwith C 4,371.64 Lakhs in the previous year. Companyended up with net profit of C387.65 lakhs as compared toProfit of C 1,459.93 Lakhs in the previous year.
The Company continues to consistently reward itsshareholders with steady dividend payout. The Boardhas recommended a dividend of C2.00/- per Equity Shareof 10.00/- each (20% of face value) for FY 2024-25.Dividend payout is subject to the approval of members atthe ensuing 13th Annual General Meeting ('AGM').
In view of the changes made under the Income TaxAct, 1961, by the Finance Act, 2020, dividend paidor distributed by the Company shall be taxable in thehands of the shareholders. Your Company will make thepayment of dividend after deduction of tax at source.
Pursuant to Regulation 43A of the SEBI (ListingObligations and Disclosure Requirements) Regulations,2015, the Board has approved and adopted the DividendDistribution Policy and the same is available on the
Company's website https://apexfrozenfoods.in/investors/policies-code-of-conduct/.
In accordance with the provisions of Sections 124 and125 of the Act and Investor Education and ProtectionFund (Accounting, Audit, Transfer and Refund) Rules,2016 ("I EPF Rules"), dividends of a company which remainunpaid or unclaimed for a period of seven years from thedate of transfer to the Unpaid Dividend Account shall betransferred by the company to the Investor Educationand Protection Fund ("I EPF").
Pursuant to section 124(6) of Companies Act, 2013 andthe Investor Education and Protection Fund Authority(Accounting, Audit, Transfer and Refund) Rules, 2016,as amended (the 'IEPF Rules'), all shares in respect ofwhich dividend has not been paid or claimed for sevenconsecutive years or more shall be transferred by theCompany to the IEPF, within 30 days of such sharesbecoming due for transfer.
Unpaid/unclaimed dividend for the financial year 2017-18shall be due for transfer to the Fund on 27th November,2025. Members are requested to verify their recordsand send their claim, if any, for the 2017-18 before suchamount become due for transfer. Communications aresent to members, who have not yet claimed final dividendfor 2017-18, requesting them to claim the same as well asunpaid dividend, if any, for subsequent years.
Given below are the dates when the unclaimed dividendamount is due for transfer to the IEPF by the Company:
Financial year
Date of Declaration ofdividend
Due date of Transferto IEPF
2017-18
22.09.2018
27.1 1.2025
2018-19
19.09.2019
24.1 1.2026
2019-20 (interim)
14.03.2020
19.05.2027
2020-21
22.09.2021
27.1 1.2028
2021-22
23.07.2022
27.09.2029
2022-23
30.09.2023
05.12.2030
27.09.2024
02.12.2031
Accordingly, the Company has sent individual lettersthrough ordinary post and e-mail to such shareholders,whose dividend from the year 2017-18 has remainedunclaimed, requesting them to claim the amount of unpaiddividend on or before the date on which Company musttransfer the related shares to the demat account of IEPF.The Company also publishes, on an annual basis, a noticein the newspapers intimating the members regarding thesaid transfer. These details are also be made availableon its website at https://apexfrozenfoods.in/wp-content/uploads/2025/05/Statement-of-Unclaimed-Dividend-FY-2017-18.pdf
There were no material changes and commitmentsaffecting the financial position of the Company that haveoccurred between the end of the Financial Year 2024-25and the date of the report.
During the year under review, the Company has nottransferred any amount to the General Reserve.
During the financial year, the Company has neitherinvited nor accepted/ renewed any deposits from thepublic within the meaning of Section 73 and 74 of theCompanies Act, 2013 (the 'Act') read with the Companies(Acceptance of Deposits) Rules, 2014..
The Authorised Share Capital of the Company as ondate of Balance Sheet is 36,00,00,000/- divided into3,60,00,000 equity shares of 10/- each.
The paid-up share capital of the company as on date ofbalance sheet is 31,25,00,000/- divided into 3,12,50,000equity shares of 10/- each.
There was no change in the capital structure ofthe company
As the members are aware, the Company's sharesare compulsorily tradable in electronic form. As onMarch 31, 2025 100% of the Company's total paidup capital representing 3,12,50,000 shares are indematerialized form.
Your Company has not issued any equity shares withdifferential rights, Sweat equity shares, Employeestock options and did not purchase its own shares.Hence there is no information to be provided asrequired under Rule 4(4), Rule 8(13), Rule 12(9) andRule 16(4) of the Companies (Share Capital andDebentures) Rules, 2014 and Section 62 of thecompanies Act 2013 respectively.
During the year under review,
Mrs. Deepthi Talluri (DIN 08726143) completedher first term of five consecutive years as Non¬Executive Women Independent Director of theCompany on March 30, 2025. The Board basedon the recommendation of the Nomination andRemuneration Committee and considering herskills, experience and knowledge she possesses,approved the re-appointment of Mrs. DeepthiTalluri (DIN 08726143) for a second term of fiveconsecutive years with effect from 31st March,2025 up to 30th March, 2030 at its meeting held onFebruary 01,2025, subject to the members approval.The members of the Company approved the said re¬appointment by way of a special resolution passedat the EGM held on March 22, 2025.
Proposed reappointments forming part of 13thAGM Notice:
Mr. B. Raghavulu Naidu (DIN: 09158333) wasappointed as Non-executive Independent Director ofthe Company, not liable to retire by rotation, for a termof five consecutive years with effect from 04 June,2021 up to 03rd June, 2026. On the recommendationof the Nomination and Remuneration Committeeand the Board of Directors, the members of theCompany approved his appointment by way ofa special resolution passed at the AGM held on22.09.2021.
His tenure of the first term of five consecutive years asnon-executive independent Director of the company
will complete on 3rd June, 2026. Considering theskills, knowledge and experience of the aforesaiddirector, the Board based on the recommendationof the Nomination and Remuneration Committee,approved the re-appointment of Mr. B. RaghavuluNaidu (DIN: 09158333) as an Independent Directorfor a second term of five consecutive years witheffect from 04th June, 2026 up to 03rd June, 2031at its meeting held on 06.09.2025, subject to theapproval of the members at the ensuing AGM.
c. RE-APPOINTMENT OF MR. GOVINDAREDDYKRISHNAMOORTHY AS INDEPENDENTDIRECTOR
Mr. Govindareddy Krishnamoorthy (DIN: 09208749),was appointed as Non-executive IndependentDirector of the Company, not liable to retire byrotation, for a term of five consecutive yearswith effect from 22nd June, 2021 up to 21st June,2026. On the recommendation of the Nominationand Remuneration Committee and the Board ofDirectors, the members of the Company approvedthe said appointment by way of a special resolutionpassed at the AGM held on 22.09.2021.
His tenure of the first term of five consecutiveyears as non-executive independent Director ofthe company will complete on 21st June, 2026.Considering his skills, knowledge and experience,the Board based on the recommendation of theNomination and Remuneration Committee, approvedthe re-appointment of Mr. B. Raghavulu Naidu (DIN:09158333) as independent Director for a secondterm of five consecutive years with effect from 22ndJune, 2026 up to 21st June, 2031 at its meetingheld on 06.09.2025, subject to the approval of themembers at the ensuing AGM.
Further, the said director attains the age of 75years on 07.06.2029. Pursuant to Regulation 17(1A)of SEBI LODR, 2025, prior approval of members isrequired for appointment of Independent Directorwho is above the age of 75 years. As he attainsthe age of 75 years during the term of his office asIndependent Director i.e., on 07.06.2029, approval ofmembers is sought in the ensuing AGM including hisreappointment for the second term and continuanceof directorship after attaining the age of 75 years.
d. RE-APPOINTMENT MR. K SATYANARAYANAMURTHY (DIN 05107525), AS EXECUTIVECHAIRMAN OF THE COMPANY
Current tenure of Mr. Karuturi SatyanarayanaMurthy (DIN 05107525), Executive Chairman of theCompany will expire on 30th November, 2025. TheBoard of Directors at its meeting held on 06.09.202,based on the recommendation of Nominationand Remuneration Committee and subject toshareholders' approval, re-appointed Mr. Karuturi
Satyanarayana Murthy (DIN 05107525), as anExecutive Director (designated as an "ExecutiveChairman") of the Company for a period of threeyears with effect from December 1, 2025, liable toretire by rotation.
e. RE-APPOINTMENT MR. KARUTURISUBRAHMANYA CHOWDARY (DIN03619259), AS MANAGING DIRECTOR OFTHE COMPANY
Current tenure of Mr. Karuturi SubrahmanyaChowdary (DIN 03619259), Managing Director of theCompany will expire on 30th November, 2025. TheBoard of Directors at its meeting held on 06.09.2025,based on the recommendation of Nominationand Remuneration Committee and subject toshareholders' approval, re-appointed Mr. KaruturiSubrahmanya Chowdary (DIN 03619259), asManaging Director of the Company for a period ofthree years with effect from December 1, 2025,liable to retire by rotation.
f. RE-APPOINTMENT MRS. NEELIMA DEVIKARUTURI (DIN 06765515) AS WHOLE TIMEDIRECTOR
Current tenure of Mrs. Neelima Devi Karuturi (DIN06765515), Whole Time Director of the Company willexpire on 31st January, 2026. The Board of Directorsat its meeting held on 06.09.2025, based on therecommendation of Nomination and RemunerationCommittee and subject to shareholders' approval,re-appointed Mrs. Neelima Devi Karuturi (DIN06765515), as Whole Time Director of the Companyfor a period of three years with effect from February1, 2026, liable to retire by rotation.
g. Pursuant to the provisions of section 152 of theCompanies Act, 2013 and the Articles of Associationof the Company, Mrs. Karuturi Neelima Devi (DIN06765515), Whole Time Director of the Company,is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible, has offeredherself for re-appointment. The Board recommendsher re-appointment.
The following persons functioned as Key Managerial
Personnel during the year:
Mr. Karuturi SatyanarayanaMurthy
- Chairman Executive director
Mr. Karuturi SubrahmanyaChowdary
- Managing Director & CFO
Mrs. Karuturi Neelima Devi
- Whole time Director
Ms. Swathi Reddy B
- Company Secretary &Compliance officer
BOARD MEETINGS:
During the financial year, the Board met 4 (Four) times i.e.on 24.05.2024, 10.08.2024, 12.11.2024, and 01.02.2025.The meeting details are provided in the corporategovernance report that forms part of this Annual Report.The maximum interval between any two meetings didnot exceed 120 days, as prescribed in the CompaniesAct, 2013.
COMMITTEES OF THE BOARD
The Audit Committee was constituted pursuant to theBoard meeting held on 27.01.2017 and reconstitutedw.e.f. 01.01.2022. The scope and function of the AuditCommittee is in accordance with Section 177 of theCompanies Act, 2013.
The members of the Audit Committee as on 31.03.2025are as follows:
Mr. Govindareddy
Chairman
Krishnamoorthy
Mr. B. Raghavulu Naidu
Member
Mrs. Deepthi Talluri
Mr. Subrahmanya Chowdary
None of the recommendations made by the AuditCommittee were rejected by the Board. During the yearunder review, the Audit Committee met 4 times.
The details of the Committees of the Board viz., AuditCommittee, Nomination and Remuneration Committee,CSR Committee, Stakeholders Relationship Committeeand Risk Management Committee are provided in theReport on Corporate Governance, which forms part ofthe Annual Report.
MEETING OF INDEPENDENT DIRECTORS
The details of the separate meeting of the IndependentDirectors are reported in the Report on CorporateGovernance, which forms part of the Board's Report.
STATEMENT ON DECLARATION GIVENBY INDEPENDENT DIRECTORS UNDERSUB-SECTION (6) OF SECTION 149
The Company has received declarations from all theIndependent Directors of the Company confirming that:
a) they meet the criteria of independence prescribedunder the Act and the Listing Regulations; and
b) they have registered their names in the IndependentDirectors' Databank.
In the opinion of the Board, the independent directorsfulfil the conditions specified in the Act as well as theRules made thereunder and have complied with the code
for independent directors prescribed in Schedule IV tothe Act.
FAMILIARIZATION PROGRAMME FORINDEPENDENT DIRECTORS
All new Independent Directors (IDs) inducted into theBoard are presented with an overview of the Company'sbusiness operations, products, organization structuresand about the Board constitution and its procedures. Apolicy on familiarization program for IDs has also beenadopted by the Company. Policy for familiarisationof Independent Directors is available at https://apexfrozenfoods.in/investors/policies-code-of-conduct/
ANNUAL EVALUATION OF BOARDPERFORMANCE AND PERFORMANCE OFITS COMMITTEES AND OF DIRECTORS
The annual evaluation process of the Board of Directors,individual Directors and Committees was conducted inaccordance with the provisions of the Companies Act,2013 and the Listing Regulations. The manner in whichthe evaluation was carried out is given in the Reporton Corporate Governance which forms part of theBoard's Report.
POLICY ON DIRECTOR'S ANDKEY MANAGERIAL PERSONNELAPPOINTMENT & REMUNERATION:
In terms of the provisions of Section 178(3) of the Act andRegulation 19 read with Part D of Schedule II to the ListingRegulations, the NRC is responsible for determiningqualification, positive attributes and independence of aDirector. The NRC is also responsible for recommendingto the Board, a policy relating to the remuneration ofthe Directors, KMP and other employees. In line withthis requirement, your company adopted the policy onDirector's Appointment & Remuneration. The objectiveof the policy is to ensure that Executive Directors andother employees are sufficiently compensated fortheir performance. The Policy seeks to provide criteriafor determining qualifications, positive attributes, andindependence of a director and also recommend apolicy relating to the remuneration for the directors andkey managerial personnel. Policy is available at https://apexfrozenfoods.in/investors/policies-code-of-conduct/
VIGIL MECHANISM / WHISTLE BLOWERPOLICY
Pursuant to Section 177(9) of the Act, a vigil mechanismwas established for directors and employees to report tothe management instances of unethical behaviour, actualor suspected, fraud or violation of the Company's code ofconduct or ethics policy. The Vigil Mechanism provides amechanism for employees of the Company to approachthe Chairman of the Audit Committee of the Company
for redressal. No person has been denied access to theChairman of the Audit Committee of Directors
The Company has a Vigil Mechanism and Whistle-blowerpolicy under which the employees are encouraged toreport violations of applicable laws and regulations andthe Code of Conduct - without fear of any retaliation.The details of the Policy are explained in the CorporateGovernance Report and also posted on the website ofthe Company and is available at https://apexfrozenfoods.in/investors/policies-code-of-conduct/
RISK MANAGEMENT POLICY
Risk management is embedded in your Company'soperating framework. Your Company believes thatmanaging risks helps in maximizing returns. TheCompany's approach to addressing business risks iscomprehensive and includes periodic review of suchrisks and a framework for mitigating risks and reportingmechanism of such risks. The risk managementframework is reviewed periodically by the Board andthe Audit Committee. The Audit Committee of Directorshas additional oversight in the area of financial risks andcontrols. The major risks identified by the businessesand functions are systematically addressed throughmitigating actions on a continuing basis.
In terms of the requirement of Section 134(3)(n) of theCompanies Act, 2013, the Company has developed andimplemented the Risk Management Policy. The details ofthe Policy is available on the Company's website https://apexfrozenfoods.in/investors/policies-code-of-conduct/
RISK MANAGEMENT COMMITTEE
The Board has formed a Risk Management Committeeto frame, implement and monitor the risk managementplan for the Company. The Committee is responsible formonitoring and reviewing the risk management plan andensuring its effectiveness. Details of composition, scopeof terms of reference of committee and other relateddetails are set out in the Report on Corporate Governancewhich forms part of this Report.
RELATED PARTY TRANSACTIONS
There are no transactions with related parties exceptremuneration to Key Managerial Persons as mentioned innotes to accounts, which fall under the scope of section188(1) of the Companies Act, 2013.
The policy on Related Party Transactions as approved bythe Board is uploaded on the website of the Company athttps://apexfrozenfoods.in/investors/policies-code-of-conduct/
PARTICULARS OF LOANS, GUARANTEESOR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT,2013
During the year under review there were no loans,guarantees or investments made by the Company, underSection 186 of the Companies Act, 2013 and hence thesaid provisions are not applicable.
CREDIT RATING
The details of credit ratings obtained by the Companyand any revision thereto are disclosed in the CorporateGovernance Report, which forms part of the Annual Report
DIRECTORS' RESPONSIBILITYSTATEMENT
Pursuant to Section 134(5) of the Act, the Board ofDirectors, to the best of its knowledge and ability,confirms that:
i. in the preparation of the annual accounts, theapplicable accounting standards have been followedand there are no material departures;
ii. they have selected such accounting policies andapplied them consistently and made judgments andestimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of theCompany at the end of the financial year and of theprofit of the Company for that period;
iii. they have taken proper and sufficient care for themaintenance of adequate accounting recordsin accordance with the provisions of the Actfor safeguarding the assets of the Companyand for preventing and detecting fraud andother irregularities;
iv. they have prepared the annual accounts on a goingconcern basis;
v. they have laid down internal financial controls to befollowed by the Company and such internal financialcontrols are adequate and operating effectively;
vi. they have devised proper systems to ensurecompliance with the provisions of all applicablelaws and that such systems are adequate andoperating effectively.
INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURES / ASSOCIATECOMPANIES
Your Company don't have any subsidiary or JointVentures or Associate Company. It is not a subsidiary orJoint Venture or Associate to any other Company.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) and Section134(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 asamended from time to time, the Annual Return of theCompany for FY2025 which will be filed with Registrarof Companies/MCA, will be uploaded on the Company'swebsite and can be accessed at is available on theCompany's website and can be accessed at https://apexfrozenfoods.in/investors/annual-reports/
A Secretarial Compliance Report for the financial yearended 31st March, 2025 on compliance of all applicableSEBI Regulations and circulars / guidelines, has submittedto the stock exchanges within 60 days of the end ofthe financial year. M/s. A.S. Ramkumar & Associates,Company Secretaries were engaged to issue the same.
The Company has followed the applicable SecretarialStandards, with respect to Meetings of the Board ofDirectors (SS-1) and General Meetings (SS-2) issued bythe Institute of Company Secretaries of India.
Your company's philosophy on Corporate Governancesets the goal of achieving the highest level oftransparency with integrity in all its dealings with itsstakeholders including shareholders, employees, lendersand others. A report on Corporate Governance alongwith a Certificate from M/S A.S. Ramkumar & Associates,Company Secretaries regarding the Compliance ofConditions of Corporate Governance as stipulated underSEBI (LODR) Regulations forms part of the Annual Reportas Annexure -I
M/s Padmanabhan Ramani &Ramanujan, CharteredAccountants, Chennai, (Firm Reg.No. 002510S) wereappointed as Statutory Auditors of the Company atAnnual General meeting held on 23.07.2022 to holdthe office for a period of 5 years, until the conclusionof 15th Annual General Meeting of the Company.
The Statutory Auditor's report does not contain anyqualifications, reservations, adverse remarks ordisclaimers. The observations made in the Auditors'Report are self-explanatory and therefore, don't callfor any further comments u/s 134 of the CompaniesAct, 2013 .
The Statutory Auditors were present in the last AGM.
The Board of Directors at their meeting held on14.08.2023 have appointed M/s. Praturi & Sriram,Chartered Accountants, Hyderabad, as the Internal
Auditors of your company. The Internal Auditors hadsubmitted their reports to the management.
The Board has appointed M/s. A.S Ram Kumar andAssociates, Company Secretaries in Practice, tocarry the Secretarial Audit under the provisions ofsection 204 of the Companies Act, 2013 for thefinancial year 2024-25. The Report of the SecretarialAuditor is annexed to this report as Annexure - II.
1. Company's Directors and Officers (D&O)insurance policy had expired; however, thesame was subsequently renewed post closureof financial year 2024-25 and is valid as on thedate of this report.
2. Company transferred the CSR amount ofC23,00,000/- relating to ongoing CSR Projectfor FY 2024-25 with a delay of 15 days beyondthe prescribed timeline
1. Due to administrative reasons, company has notrenewed D&O insurance policy upon its initialexpiry which has been subsequently renewedand we are committed to ensuring that all futurerenewals are processed timely.
2. During the financial year ended March 31,2025, the Company identified an unspentCSR amount pertaining to an ongoing project.Although the transfer to the designated UnspentCSR Account was due by April 30, 2025, theCompany inadvertently missed the deadlinedue to a procedural oversight. The delaywas unintentional and occurred despite theCompany's commitment to compliance. Upondiscovering the lapse, company transferred thesaid amount immediately i.e. on May 16, 2025.
Subsequent to the financial year, pursuant to the provisionsof Section 204 of the Act read with the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 and Regulation 24A and otherapplicable provisions of the SEBI Listing Regulationsand based on the recommendation of audit committee,the Board of Directors has approved the appointment ofM/s. A.S Ram Kumar and Associates. (Firm RegistrationNo. P2001AP000500, Peer Review No.: 6182/2024), aPeer Reviewed Firm of Company Secretaries in Practice,Hyderabad as a Secretarial Auditor of the Company for aperiod of five consecutive years commencing from 2025¬26 till 2029-30, subject to approval of the shareholdersof the Company at the ensuing Annual General Meeting.
M/s. A.S Ram Kumar and Associates., CompanySecretaries have given their consent to act as SecretarialAuditors of the Company and confirmed that theiraforesaid appointment, if made, would be within the
prescribed limits under the Act & Rules made thereunderand SEBI Listing Regulations and that they have noconflict of interest.
They have also confirmed that they are not disqualifiedto be appointed as Secretarial Auditors in terms of theprovisions of the Act & Rules made thereunder and SEBIListing Regulations.
REPORTING OF FRAUDS BY AUDITORS
The Statutory Auditors of the Company have notreported any fraud to the Audit Committee of Directorsas specified under section 143(12) of the Act, during theyear under review.
DISCLOSURE UNDER SEXUALHARASSMENT OF WOMEN ATWORKPLACE
Your Company has zero tolerance for sexual harassmentat workplace and has adopted a Policy on Prevention,Prohibition and Redressal of Sexual Harassment atWorkplace in line with the provisions of the SexualHarassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 ('PoSH Act') andRules framed thereunder.
The Company has in place the requisite InternalComplaints Committee as envisaged under the SexualHarassment of Women at workplace (Prevention,Prohibition and Redressal) Act, 2013.
Number of Complaints received :
0
Number of Complaints disposed :
Number of cases pending for more than 90 days :
CORPORATE SOCIAL RESPONSIBILITY(CSR):
The Annual Report on CSR activities in terms ofthe requirements of Companies (Corporate SocialResponsibility Policy) Rules, 2014 is annexed asAnnexure -Ill which forms part of this Report.
The CSR Policy is hosted on the Company's website athttps://apexfrozenfoods.in/investors/policies-code-of-conduct/
COMPLIANCE OF PROVISIONS OFMATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions ofMaternity Benefit Act, 1961.
BUSINESS RESPONSIBILITY &SUSTAINABILITY REPORT
Pursuant to the Regulation 34 of the SEBI ListingRegulations, Business Responsibility & SustainabilityReport for the year ended 31st March, 2025 is provided
separately and annexed to the Directors' Report as"Annexure-IV".
ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
I. The steps taken or impact on conservation of energy:
a. Power saving initiatives taken by installation ofVoltage frequency drives in machinery.
II. The Company continues to strengthen its renewableenergy initiatives. A Rooftop Solar Power Generationfacility of 1 Megawatt at the G. Ragampet processingplant has been fully operational, generating about1.34 million units of electricity during the year, therebysupporting captive consumption and reducingdependence on conventional power sources.
In addition, the Company has augmented itssolar capacity by 1.5 Megawatts across all threeprocessing units. The installations, completedsubsequent to the close of the financial year,comprise 0.550 MW at Tallarevu, 0.467 MW atPanasapadu, and 0.488 MW at Ragampet. Thisexpansion is expected to deliver significant savingsin power costs and enhance the overall energyefficiency of operations in the coming years.
III. The capital investment on energy conservationequipment's; 321.43 lakhs
Technology absorption: NOT APPLICABLE
Foreign exchange earnings and outgo:
in I
Year ended31.03.2025
Year ended31.03.2024
Earnings in Foreign
75914.07
71,614.71
Exchange
Foreign Exchange
5643.61
4,748.77
Outgo
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Actand the Rules made thereunder, in respect of employeesof the Company has been disclosed in 'Annexure V'.
MANAGEMENT DISCUSSION ANDANALYSIS REPORT
The Management Discussion and Analysis as requiredby the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations,2015 is incorporated herein by reference and forms anintegral part of this report as Annexure -VI
INTERNAL CONTROL SYSTEMS & THEIRADEQUACY
Your Company's internal control systems arecommensurate with the nature of its business, the sizeand complexity of its operations and such IFCs withreference to the Financial Statements are adequate.
The Board has adopted policies and proceduresfor ensuring the orderly and efficient conduct of itsbusiness, including adherence to the Company's policies,safeguarding of its assets, prevention and detection offrauds and errors, accuracy and completeness of theaccounting records, and timely preparation of reliablefinancial disclosures.
MAINTENANCE OF COST RECORDS
The maintenance of Cost Records has not been specifiedby the Central Government under sub-section (1) ofSection 148 of the Act, in respect of the businessactivities carried on by the Company.
SIGNIFICANT AND MATERIAL ORDERSPASSED BY THE REGULATORS ORCOURTS:
There were no material orders passed by the Regulatorsor courts or tribunals impacting the going concern statusand company's operations in future.
DETAILS OF APPLICATION MADE ORANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE,2016
During the year under review, there were no applicationsmade or proceedings pending in the name of thecompany under IBC, 2016
DETAILS OF DIFFERENCE BETWEENAMOUNT OF THE VALUATION DONE ATTHE TIME OF ONE TIME SETTLEMENTAND THE VALUATION DONE WHILETAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITHTHE REASONS THEREOF
During the year under review, there were no onetime settlement of loan taken from banks andfinancial institutions.
HUMAN RESOURCES
Your Company considers its Human Resources asthe key to achieve its objectives. Keeping this in view,your Company takes utmost care to attract and retainquality employees. The employees are sufficientlyempowered and such work environment propels themto achieve higher levels of performance. The unflinchingcommitment of the employees is the driving force behindthe Company's vision. Your Company appreciates thespirit of its dedicated employees.
APPRECIATION
The Board gratefully acknowledges the commitment andsupport of the Company's employees, whose effortshave been integral to its performance. The Board alsoexpresses its thanks to the banking partners, the Centraland State Governments, and local authorities for theirinvaluable cooperation throughout the year.
Above all, the Board extends its heartfelt appreciationto the Members of the Company for their unwaveringconfidence and faith in its growth and well-being.
On Behalf of the BoardFor Apex Frozen Foods Limited
Sd/- Sd/-
Place: Panasapadu, Kakinada K. Subrahmanya Chowdary K. Satyanarayana Murthy
Date: 06.09.2025 Managing Director & CFO Chairman & Executive Director
DIN 03619259 DIN 05107525