Your Directors are pleased to present their 44^th Annual Report on the state of affairs of the
Company together with the Audited Financial Statement (Standalone) of Accounts and the
Auditors’ Report of Apollo Ingredients Limited (formerly known as Indsoya Limited) [“the
Company’] for the year ended 31^st March, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE
COMPANY

The Company Financial Performance (Standalone) for the financial year ended on 31^st
March, 2024 under review is given hereunder:

(Amount in Lakhs)

2. REVIEW OF OPERATIONS

During the year under review, the Standalone total Income was Rs.100.30 lakhs against
Rs.3.24 lakhs for the corresponding previous year.

Total Comprehensive profit for the period was Rs. 6.09 lakhs as against the loss of Rs.
7.33 lakhs in the corresponding previous year.

The Company is deploying its resources in the best possible way to increase business
volumes and plans to achieve increased business.

3. DIVIDENDS

In order to conserve resources for future growth and expansion, the Directors do not
recommend any dividend on equity share capital of the Company for the Financial Year
ended on 31st March, 2024. Also, dividend distribution policy is not applicable on the
company

4. TRANSFER TO RESERVES

As no transfer to any reserve is proposed, the entire balance available in the statement of
profit and loss is retained in it.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND
PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.

6. CHANGE IN THE NATURE OF THE BUSINESS

Pursuant to change in Management there are few changes in the nature of business which
are as follows:

• The new set of Memorandum of Association as per Companies Act, 2013 with change
of main object of the Company has been adopted by the Shareholders at the AGM
held on September, 12^th 2023. The changes in the main object of the Company are as
follows:

“To provide in India or elsewhere the business of manufacturing, producing,
importing, exporting and to deal in total healthcare solution in Ayurvedic,
homeopathic, allopathic medicines and to carry out medical & clinical audits,
Medical, healthcare, hospital facility planning from concept to commissioning and
post commissioning managing health care institutions of any kind, public or private
and to establish and run hospitals/ healthcare institutions, diagnostic centre, health
spa, wellness centre, pathology, life science and stem cell depositories and to provide
support services such as housekeeping, security, technical & clinical, para medical
and nursing human resources to health care & other organizations public or private
and to launch hospitals and develop strategic concepts, business development policies
for health care and health solutions.”

Note: Clause III of the MOA be altered by substituting PART A with the above and
PARTB containing objects incidental or ancillary to the attainment of the main object
will be altered accordingly.

• The name of the company has been changed from ‘Indsoya Limited’ to the new name
‘Apollo Ingredients Limited’ with effect from September 12^th, 2023.

• The Registered office of the Company has been shifted from Mumbai to Thane within
the jurisdiction of same Registrar of Companies, Mumbai with effect from September
12, 2023. The new Registered office is at “Office no. A-1, Nalandapushp, CHS,
Sector 2, Mittal Enclave, Naigaon, East Thane, Thane, Maharashtra- 401201, India.”

• The Company has shifted its corporate office at the Board meeting held on August
10^th 2023. The new Corporate office is at “Office no. A-1, Nalandapushp, CHS,
Sector 2, Mittal Enclave, Naigaon, East Thane, Thane, Maharashtra- 401201, India.”

• The Company with effect from September 12^th, 2023 has increased its authorized
share capital from Existing Rs. 50,00,000/- (Rupees Fifty Lakhs) divided into

10.00. 000 (Ten Lakhs) Equity Shares of Rs. 05/- (Rupees Five) each to Rs.

10.00. 00.000/- (Ten Crores) divided into 2,00,00,000 (Two Crore) Equity Shares of
Rs. 05/- each.

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the Listing Regulations
is annexed to the report as Annexure I and is incorporated herein by reference and forms
an integral part of this report.

8. BUSINESS OUTLOOK

With new management company is going into major transformation in current and
coming financial years and will explore new markets and business opportunities as per
the Main objects of the Company.

9. SHARE CAPITAL

During the year, the Company's authorized share capital was increased from Existing Rs.

50.00. 000/- (Rupees Fifty Lakhs) divided into 10,00,000 (Ten Lakhs) Equity Shares of
Rs. 05/- (Rupees Five) each to Rs. 10,00,00,000/- (Ten Crores) divided into 2,00,00,000
(Two Crore) Equity Shares of Rs. 05/- each.

As on 31st March, 2024, the Authorised share capital of the Company is Rs.

10.00. 00.000/- (Rupees Ten Crore only) divided into 2,00,00,000 (Rupees Two Crore
only) Equity Shares of Rs 05/-(Rupees Five only) each; and Issued, Subscribed and Paid
up share capital of the Company is Rs. 20,00,000/- (Rupees Twenty Lakhs only) divided
into 4,00,000 (Four Lakh) Equity Shares of Rs. 05.00/- (Rupees Five only) each. The

Company has only one class of equity shares having at par value of Rs. 05/- per share.
Each holder of equity shares entitled to one vote per share.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Changes in Directors:

• Directors as on 31^st March, 2024:

• The Board of Directors at its meeting held on 10/08/2023, have approved the
appointment and resignation of below Directors:

b) Key Managerial Personnel:

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel
of the Company are:

c) Declaration by Independent Director(s):

The company has received the necessary declaration from each Independent Directors
in accordance with Section 149 (7) of the Companies Act 2013, that they meets the
criteria of independence as laid out in sub-section (6) of Section 149 of the
Companies Act 2013 and Regulation 16(1) (b) of the SEBI Listing Regulations.

All Independent Directors of the Company have affirmed compliance with the
Schedule IV of the Act and Company's Code of Conduct for Directors and Senior
Management.

All the Independent Directors of the Company have complied with the requirement of
inclusion of their names in the data bank of Independent Directors maintained by
Indian Institute of Corporate Affairs and they meet the requirements of proficiency
self-assessment test.

d) Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/
SEBI (LODR) 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 Committees. The Directors expressed satisfaction with the
evaluation process.

11. MEETINGS OF THE BOARD

During the year, 6 (Six) Board Meetings were convened and held, the details of which are
given below. The intervening gap between the two consecutive meetings was within the
period prescribed under the Companies Act, 2013, Secretarial Standards and the SEBI
(LODR) Regulations, 2015.

The Meetings that were held in the financial year 2023-2024:

12. MEETINGS OF THE INDEPENDENT DIRECTORS

During the Financial Year 2023-2024, 1 (One) Meetings of Independent Directors were
held on 12/02/2024 without the attendance of Non-Independent Directors and members of

the Management. The Independent directors in the meeting reviewed and assessed the
following:

• The performance of Non-Independent Directors and the Board as a whole.

• The quality, quantity and timeliness of flow of information between the
Company Management and the Board that is necessary for the Board to
effectively and reasonably perform its duties.

13. MEETINGS OF THE COMMITTEES

There are currently three committees of the Board, as following:

a. Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the
Board of Directors with respect of auditing and accounting matters. It also supervises
the Company’s financial reporting process.

During the Financial Year 2023-2024, 4 (four) Meetings were held on 29/05/2023,
10/08/2023, 09/11/2023, 12/02/2024. The time gap between any two meetings was
not more than 4 months and the Company has complied with all the requirements as
mentioned under the Listing Agreement/SEBI (LODR) Regulations, 2015 and the
Companies Act, 2013.

The composition of the Committee is as under:

Reconstitution of Audit Committee from 10/08/2023:

b. Nomination and Remuneration Committee

The Committee’s constitution and terms of reference are in compliance with
provisions of section 178 of the Companies Act, 2013, Regulation 19 of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time.

During the Financial Year 2023-2024, 1 (One) Meetings were held on 10/08/2023.

The composition of the Committee constituted as under:

Reconstitution of Nomination and Remuneration Committee from 10/08/2023:

c. Stakeholders Relationship Committee

The terms of reference are in line with Section 178 of the Companies Act, 2013 and
Regulation 20 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Committee reviews Shareholder’s/
Investor’ s complaints like non-receipt of Annual Report, physical transfer/
transmission/transposition of shares, split/ consolidation of share certificates, issue of
duplicate share certificates etc. This Committee is also empowered to consider and
resolve the grievance of other stakeholders of the Company including security
holders.

During the Financial Year 2023-2024, 1 (One) Meeting was held on 12/02/2024.

The composition of the Committee constituted as under:

Reconstitution of Stakeholders Relationship Committee from 10/08/2023:

14. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.

15. PARTICULARS OF EMPLOYEES

The provisions of Section 197 read with rule 5(2) & (3) of the Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the
employees to be disclosed in the Report of Board of Directors are not applicable to the
Company as none of the employees was in receipt of remuneration in excess of Rs.1.20
Crore per year during the financial year 2023-24. Details regarding rule 5(1) of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are
disclosed in the Annexure III attached herewith this report.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2013, the Board of
Directors of the Company hereby confirms that:

(a) In the preparation of the annual accounts, the applicable accounting standards have
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 and loss 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; and

(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.

17. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The company has no subsidiaries, joint ventures or associate companies. During the
Financial Year, no company ceased as Subsidiary, Joint Venture or Associate of the
company.

18. STATUTORY AUDITORS:

In accordance with the provisions of Section 139 of the Companies Act 2013, and the
rules made thereunder, the Board on the recommendation of the Audit Committee, had
appointed M/s. DMKH & Co. Firm Registration No.: 116886W, as the statutory auditors
of the Company, for a term of five consecutive years, i.e., from the conclusion of the
42^ndAnnual General Meeting of the Company (i.e held on 23^rd September, 2022) till the
conclusion of the 47^th Annual General Meeting to be held in the year 2027 and the said
appointment with the approval of shareholders .

As required under the provisions of Section 139(1) and 141 of the Companies Act, 2013
read with the Companies (Accounts and Auditors) Rules, 2014, the Company has
received a written consent and certificate from the auditors to the effect that they are
eligible to continue as Statutory Auditor of the Company.

19. AUDITORS’ REPORT

Explanation on Statutory Auditors comments:

The comments made in Auditors Report read with notes on accounts are self-explanatory
and therefore, in the opinion of the Directors, do not call for any further explanation.

20. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Ravi Patidar and
Associates, Practicing Company Secretaries have been appointed Secretarial Auditors of
the Company. The Secretarial Audit Report forms part of Annual report as Annexure II.

21. INTERNAL FINANCIAL CONTROLS AND ADEQUACY

The Company has in place adequate internal financial controls with reference to the
financial statement. The Internal Audit of the Company is regularly carried out to review
the internal control systems and processes. The Audit Committee of the Board
periodically reviews the internal control systems with the management, Internal Auditors
and Statutory Auditors. Significant internal audit findings are discussed and follow-ups
are taken thereon. Further, Mr. Abhishek Sarda was appointed as an Internal Auditor of
the Company for the Financial Year 2023-24.

22. SHARES

Buy Back of Securities:

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

Sweat Equity:

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

The Company has not issued any Bonus Shares were not issued during the year under
review.

Employee Stock Option Plan:

The Company has not provided any Stock Option Scheme to the Employees.

23. VIGIL MECHANISM

The company has formulated a Whistle Blower Policy to provide Vigil Mechanism for
employees of the company to report genuine concerns. The provisions of this policy are
in line with the provisions of the Section 177 (9) of the Act and the Listing Regulations.

24. RISK MANAGEMENT POLICY

The Company's principal financial liabilities include trade and other payables. The
Company's principal financial assets include cash and cash equivalents and others. The
Company is exposed to liquidity risk and market risk. The Company’s senior
management oversees the management of these risks. The Company's senior management
provides assurance that the Company’s financial risk activities are governed by
appropriate policies and procedures and that financial risks are identified, measured and
managed in accordance with the Company's policies and risk objectives. Risk
management policy of the company has been placed on the Company website at
https://www.indsoya.com/ Presently; Regulation 21 of the SEBI LODR with respect to
Risk Management Committee is not applicable to your Company.

25. CORPORATE GOVERNANCE

As stipulated vide regulation 15(2) of the SEBI (LODR) Regulations, 2015, the
requirement of furnishing report on corporate governance is not applicable to your
Company as it’s paid up capital and net-worth is below the threshold limit prescribed for
the purpose.

26. DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on
account of principal or interest on public deposits was outstanding as on the date of the
Balance Sheet.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186

Full particulars of loans and guarantees given and investments made under Section 186 of
the Companies Act, 2013 are given separately in the Financial Statements of the
Company read with Notes to Accounts which may be read in conjunction with this
Report.

28. RELATED PARTY TRANSACTIONS

All Related Party transactions that were entered into during the financial year under
reference were on the arm’s length basis and were in ordinary course of business and in
compliance with the applicable provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no
materially significant related party transactions between the Company and the Promoters,
Directors, Key Managerial Personnel, Subsidiaries, relatives or other designated persons,
which may have a potential conflict with the interest of the Company at large.
Accordingly, particulars of contracts or arrangements with related parties referred to in
Section 188(1) along with the justification for entering into such contract or arrangement
in form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 is not applicable to the Company. Please refer Note 20 of Notes
to accounts for related party transactions as per IND AS-24 and Schedule V of the SEBI
(LODR) 2015 as amended from time to time.

All Related Party Transactions were placed before the Audit Committee and have been
approved by the Board. Omnibus approval of Audit Committee is obtained for the
transactions that are foreseen and repetitive in nature.

Your Company has formulated a policy on related party transactions, which is also
available on Company’s website https://www.indsoya.com/

29. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

a. Conservation of Energy, Technology Absorption

Company has limited scope for undertaking energy conservation exercises, but
nevertheless continues to emphasize work practices that result in conservation of

energy. At the offices of your Company, special emphasis is placed on installation of
energy-efficient lighting devices, use of natural light as best as possible, and adoption
of effective procedures for conservation of electricity, water, paper and other
materials that consume natural resources.

b. Technology absorption

The activities of the Company do not as such involve any technology absorption or
expenditure on research and development. Nevertheless, the Company's endeavours
would be to achieve what is best possible in its business.

c. Foreign Exchange Earning and Outflow

During the year under review, there was no earning or outgoing in foreign exchange.

30. COST AUDIT

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other
applicable provisions of the Companies Act, 2013, read with the Companies (Audit and
Auditors) Rules, 2014, Cost Audit is not applicable to our Company.

31. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of
rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a
net profit of rupees five crore or more during any financial year shall constitute a
Corporate Social Responsibility (CSR) Committee of the Board. Your Company does not
fall under the provisions of aforesaid Section; therefore, CSR Committee has not been
constituted.

32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND
REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace
for every individual working in Company’s premises through various interventions and
practices. The Company always endeavours to create and provide an environment that is
free from discrimination and harassment including sexual harassment.

During the year, pursuant to the legislation 'Prevention, Prohibition and Redressal of
Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of
India, which came into effect from 9 December 2013, the Company has framed a Policy
on Prevention of Sexual Harassment at Workplace. There was no case reported during the
year under review under the said Policy.

33. SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of
the applicable secretarial standards issued by The Institute of Company Secretaries of
India and such systems are adequate and operating effectively.

34. DETAILS OF APPLICATION MADE OR PROCEDDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in
the name of the company under the Insolvency and Bankruptcy Code, 2016.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators / Courts / Tribunals
which would impact the going concern status of the Company and its future operations.

36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

Material changes and commitments, affecting the financial position of the Company
occurred between the end of the Financial Year of the Company i.e., 31st March, 2024
and the date of this Directors’ Report i.e., 28^th August, 2024 are as mentioned hereunder:

• Appointment of James Mody (DIN-08072328) as a Non- executive director of the
Company

• Resignation of Mr. Satya Nayak from the post of Chief Financial Officer (CFO) of the
Company.

• Resignation of Ms. Lalita Ghanshyam Mutreja (DIN- 07514392) from the post of
Non-Executive Director of the Company

• Appointment of Ms. Lalita Ghanshyam Mutreja (DIN- 07514392) as Chief Financial
Officer (CFO) of the Company.

• Change in designation of Mr. Kirit Ghanshyam Mutreja (DIN-07514391) from Whole
Time Director to Executive Director of the Company

37. DETAILS TN RESPECT OF FRAUD REPORTED BY THE AUDITOR

No fraud by the Company and no material fraud on the Company has been noticed or
reported during the year.

38. WEBSITE

As per Regulation 46 of SEBI (Listing, Obligation and Disclosure Requirements)
Regulation, 2015, the Company has maintained a functional website namely
https://www.indsoya.com/ containing basic information about the Company like: Details
of business, financial information, shareholding pattern, compliance, contact information
of the designated officials of the Company who are responsible for assisting and handling
investor grievances for the benefit of all stakeholders of the Company. The contents of
the said website are updated on regular basis.

39. ACKNOWLEDGEMENT

The Board of Directors would like to acknowledge all its stakeholders and is grateful for
the support received from suppliers and business associates.

Your directors take this opportunity to place on record their appreciation and sincere
gratitude to the Government of India, Government of Maharashtra and the Bankers to the
Company for their valuable support and look forward to their continued co-operation in
the years to come.

For and On Behalf of the Board of Directors

Apollo Ingredients Limited

(Formerly known as Indsoya Limited)

Sd/- Sd/-

Lovely Ghanshyam Mutreja Kirit Ghanshyam Mutreja

Managing Director Director

DIN: 03307922 DIN: 07514391

Date: 28^th August, 2024
Place: Thane