Your Directors have pleasure in presenting to you the Thirty
Ninth (39^th) Annual Report of the Company and the Audited
Financial Statements for the year ended 31^st March 2025.

A. COMPANY PERFORMANCE:

FINANCIAL HIGHLIGHTS

(? in Lakhs)

INTERIM DIVIDEND

Pursuant to the approval of the Board of Directors on 28^th
January 2025, the Company paid an interim dividend @
of ' 2.00/- (previous year - ' 2.00/-) per equity share of
the face value of ' 2.00/- each to the Shareholders who
were members of the Company as on 3^rd February 2025,
being the record date fixed for this purpose.

Interim Dividend absorbed a sum of ' 1,036.90 lakhs out
of the net profits after tax for the financial year 2024-25.

FINAL DIVIDEND

Based on Company's performance, your Directors are
pleased to recommend for approval of members, a final
dividend @ of ' 4.50/- (previous year - ' 3.50/-) per equity
share of the face value of ' 2.00/- each for the financial
year 2024-25. Dividend, if approved, will absorb a sum
of ' 2,333.02 Lakhs out of net profit after tax and will be
paid to those Shareholders whose name appears on the
Register of Members on 13^th day of June 2025.

The total dividend is ' 6.50 (325%) [Previous Year - '
5.50 (275%)] for the financial year 2024-25, including the
Interim dividend @ ' 2.00/- per Equity Share (100%) and
Proposed Final Dividend @ ' 4.50/- per share (225%)
per equity share of the face value of ' 2.00/- each. Total
dividend payout for the financial year 2024-25 amounts

to ' 3,369.92 Lakhs (Previous Year - ' 2,851.47 Lakhs).

According to the Finance Act, 2020, dividend income
will be taxable in the hands of the Members w.e.f. April
01, 2020 and the Company is required to deduct tax
at source from the dividend paid to the Members at
prescribed rates as per the Income Tax Act, 1961.

The Dividend Distribution policy of the Company may be
accessed at the following weblink:
https://apcotex.com/investor-corporate-policy

TRANSFER TO RESERVE

There is no amount proposed to be transfered to reserves
out of profit of the financial year 2024-25.

B. RENEWABLE ENERGY:

An income of ' 85.59 Lakhs (net) has been generated
from renewable energy through wind turbine generator
installed at Sadawaghapur, Taluka - Patan, District
Satara and solar project at Taloja Plant during the
financial year 2024-25 [Previous year - ' 84.82 Lakhs
(net)] which was netted off against the power cost.

C. DISCLOSURES UNDER COMPANIES ACT, 2013:

I. ENERGY, TECHNOLOGY & FOREIGN
EXCHANGE

The information under the provisions of Section 134
(3) (m) of the Companies Act, 2013, read with Rule 8
of the Companies (Accounts) Rules, 2014 regarding
conservation of energy, technology absorption and
foreign exchange earnings and outgo are given in
the Annexure I, forming part of this report.

II. ANNUAL RETURN

The Annual Return has been placed on the website
of the Company and can be accessed at https://
apcotex.com/investor-annual-report. In terms of
Rules 11 and 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return
shall be filed with the Registrar of Companies within
the prescribed timelines.

III. CHANGES IN THE SHARE CAPITAL

There is no change in the share capital of the
Company during the financial year under review.

IV. FINANCIAL LIQUIDITY

The Company has Investments of ' 10,599.64
Lakhs (previous year ' 11,111.47 Lakhs) as at 31^st
March 2025.

The working capital management of the Company
is robust and involves a well-organized process
which facilitates continuous monitoring and control
over receivables, inventories and other parameters
affecting cash flow and liquidity.

V. NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss and
decide on business policies and strategy apart from
regular Board business. During the financial year
under review, the Board of Directors met 7 times.
The intervening gap between the meetings was
within the period prescribed under the Companies
Act, 2013 and SEBI Listing Regulations.

The details of the Board Meetings and the
attendance of Directors are provided in the
Corporate Governance Report.

VI. COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of Mr. Udayan
Choksi who is the Chairman of the Committee, Mr.
Abhiraj Choksey, Vice-Chairman and Managing
Director, Ms. Priti Savla and Mr. Dinanath Kholkar
(w.e.f 7^th May 2025), Non-Executive Independent
Directors, as the Members. Further details on the
committee and changes in its composition are given
in the Corporate Governance Report.

All the recommendations of the Audit committee are
accepted by the Board.

VII. BOARD INDEPENDENCE

The definition of Independence of Directors is derived
from Regulation 16 of SEBI (LODR) Regulations,
2015 and Section 149 (6) of the Companies Act,
2013. Based on the confirmations/ disclosures
received from the Independent Directors and on
the basis of the evaluation of the relationships
disclosed, the following Non-Executive Directors
are Independent in terms of Regulation 16 of SEBI
(LODR) Regulations, 2015 and Section 149(6) of
the Companies Act, 2013;

1. Mr. Udayan Choksi

2. Dr. Achala Danait

3. Ms. Priti Savla

4. Mr. Dinanath Kholkar

5. Mr. Rajendra Mariwala

I n compliance with Schedule IV of the Companies
Act, 2013 and Rules thereunder, and SEBI (LODR)
Regulations, 2015, the Independent Directors met
on 27^th March 2025 to discuss issues as prescribed
under the said Act and Regulations.

The Board is of the opinion that the Independent
Directors of the Company have fulfilled the
conditions as specified in SEBI Listing Regulations,
are independent of the management, possess
requisite qualifications, experience, proficiency and
expertise in the fields of finance, technical, research
strategy, auditing, tax and risk advisory services,
banking, financial services, investments and they
hold highest standards of integrity.

VIII. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013
and Regulation 19 read with Schedule II of SEBI
(LODR), Regulations, 2015, the Board of Directors
has carried out the annual performance evaluation
of its own performance, the Directors individually
including the Chairman as well as the evaluation
of Committees. A structured questionnaire was
prepared covering various aspects of the Board's
functioning such as adequacy of composition of
Board and Committees, Board communication,
timeliness and unbiased information of right length
and quality of information, Board culture, execution
and performance of specific duties, obligations and
governance.

The results of evaluation of the Board and its
Committees were shared with the Board and
its respective Committees. The Chairperson of
the Board had discussions with members of the
Board to discuss performance feedback based on
self-appraisal and peer review. The Chairperson
of Nomination and Remuneration Committee
discussed the performance review with the
Chairperson of the Board.

A separate exercise was carried out to evaluate
the performance of individual directors including
the Chairman of the Board, who were evaluated on
parameters such as attendance and participation
in the discussion and deliberation at the meeting,
understanding role and responsibilities as board
member, demonstration of knowledge, skill and
experience that make him/ her a valuable resource
for the board.

The performance evaluation of the Independent
Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the
Non-Executive Directors was carried out by the
Independent Directors. The Directors expressed
their satisfaction with the evaluation process.

IX. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the
Company is uploaded on the Company's website at
the following web link: https://apcotex.com/investor-
corporate-policy

The Company's Policy on Director's appointment
and remuneration has been briefly discussed in
the Corporate Governance Report. Disclosure
pertaining to remuneration and other details as
required under Section 197 (12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is enclosed as Annexure II
to this Report.

X. STATUTORY AUDITOR AND AUDITORS REPORT

Based on the recommendation of the Audit
Committee and the Board of Directors, Members of
the Company at the 37^th Annual General Meeting held
on 19^th June 2023, appointed M/s. Manubhai & Shah
LLP, Chartered Accountants (ICAI Firm Registration
No. 106041W/W100136) as the Statutory Auditors
for a term of 5 (five) years commencing from the
conclusion of the 37^th Annual General Meeting until
the conclusion of the General Meeting to be held in
the year 2028.

There are no qualifications, reservations or adverse
remarks or disclaimers made by M/s. Manubhai
& Shah LLP, Chartered Accountants, Statutory
Auditors, in their report.

During the year, the Statutory Auditors have not
reported any incident of fraud to the Audit Committee
of the Company.

XI. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the
Companies Act, 2013, your Directors had appointed
M/s. D.S. Momaya & Co. LLP, to undertake the
Secretarial Audit of your Company for the year
ended 31^st March 2025.

The Secretarial Auditors have issued audit report
for the year ended 31^st March 2025. The comments
made by the Secretarial Auditors are self¬
explanatory. Their report is annexed herewith as
Annexure V to this Report.

Further, as per the amended Regulation 24A of SEBI
(LODR), Regulations, 2015, the Company is required
to appoint a Secretarial Auditor who shall be a Peer
Reviewed Company Secretary. Accordingly, your
Board recommends the appointment of M/s. D. S.
Momaya & Co. LLP, Company Secretaries (LLPIN:
L2022MH012300) as the Secretarial Auditors of the
Company for a term of Five (5) consecutive years
from F.Y. 2025-26 to F.Y. 2029-30 at a remuneration
as may be approved by the Board of Directors from
time to time in consultation with the Secretarial
Auditor of the Company.

XII. COST RECORDS AND COST AUDITORS

M/s. VJ Talati & Co, Cost Accountants, carried out
the cost audit for the Company for the year under
review. They have been re-appointed as cost
auditors for the financial year ending 31 ^st March
2026.

A remuneration of ' 65,000/- (Rupees Sixty-Five
Thousand only) plus applicable taxes and out
of pocket expenses has been fixed for the Cost
Auditors subject to the ratification of such fees by
the shareholders at ensuing AGM of the Company.
The Company has maintained cost records as
specified under sub-section (1) of section 148 of the

Companies Act, 2013 and the same shall be audited
by the cost auditor i.e. M/s. VJ Talati & Co, Cost
Accountants, for the financial year 2025-26.

XIII. RELATED PARTY TRANSACTIONS

All the related party transactions during the year are
entered on arm's length basis and are in compliance
with the applicable provisions of the Companies
Act, 2013 and the SEBI (LODR) Regulations, 2015.
There are no materially significant related party
transactions entered into by the Company with
Promoters, Directors or KMP etc., which may have
potential conflict with the interest of the Company at
large.

All related party transactions are first approved by
the Audit Committee and thereafter placed before
the Board for their consideration and approval.
A statement of all related party transactions is
presented before the Audit Committee meeting on
quarterly basis, specifying the nature, value and
terms and conditions of the transactions.

The particulars of Contracts or arrangements with
related parties referred to in Section 188(1) of the
Companies Act, 2013, read with Rule 15 of The
Companies (Meetings of Board and its Powers)
Rules 2014 is appended to this report in prescribed
Form AOC 2 as Annexure III.

The Related Party Transaction Policy of the
Company is uploaded on the Company's website at
the following web link: https://apcotex.com/investor-
corporate-policv

XIV. MATERIAL CHANGES AND COMMITMENTS
ond AFFECTING THE FINANCIAL POSITION OF THE

COMPANY

There have been no material changes and
commitments, if any, 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.

XV. VIGIL MECHANISM

The Company has established a vigil mechanism
for Directors and Employees to report their genuine
concerns in compliance with provision of section 177
(10) of the Companies Act, 2013 and Regulation 22
of SEBI (LODR) Regulations, 2015.

The Audit Committee of the Board oversees the
functioning of this policy. Protected disclosures
can be made by a whistle blower through several
channels to report actual or suspected frauds and
violation of Company's Code of Conduct and/or
Ethics Policy.

The Vigil Mechanism / Whistle Blower Policy of the
Company is uploaded on the Company's website at
the following web link: https://apcotex.com/investor-
corporate-policv

XVI. CORPORATE GOVERNANCE

The Company has always strived to adopt appropriate
standards for good Corporate Governance. Detailed
report on Corporate Governance forms a part of this
report. A certificate from M/s. D. S. Momaya & Co.
LLP, Company Secretaries regarding compliance of
conditions of Corporate Governance as stipulated
under Regulation 34 read with Schedule V of SEBI
(LODR) Regulations, 2015 is annexed to the said
Report.

XVII. PARTICULARS OF LOANS AND INVESTMENTS
MADE AND GUARANTEES GIVEN AND
SECURITIES PROVIDED

Pursuant to Section 186 of the Companies Act, 2013
and Schedule V to the SEBI Listing Regulations,
disclosure on particulars relating to Loans,
Guarantees and Investments are provided as a part
of the financial statements in Note No. 5 and 10.

XVIII. RISK MANAGEMENT POLICY

The Company has a Risk Management Policy and
has constituted a Risk Management Committee
as required under Listing Regulations. The Risk
Management Policy articulates the Company's
approach to address uncertainties in its endeavor
to achieve its stated explicit and implicit objectives.
It prescribes the roles and responsibilities of various
stakeholders within the Company, the structure
for managing risks and the framework for risk
management. The risk identification, assessment
and mitigation process actively involves people at
all levels in the management.

All risk identification, assessment and mitigation
exercise are carried out before the annual planning
exercise and the specific risk mitigation tasks along
with resources are made part of the annual budgets
and functional objectives for the coming year(s).
These are reviewed periodically by the respective
functions and necessary course corrections are
made if necessary.

The Risk Management Policy of the Company is
uploaded on the Company's website at the following
web link: https://apcotex.com/investor-corporate-
policy

D. CORPORATE SOCIAL RESPONSIBILITY:

The Company has a Corporate Social Responsibility
(CSR) Committee constituted in compliance with Section
135 of the Companies Act, 2013. The CSR policy of
the Company is uploaded on the Company's website
at the following web link: https://apcotex.com/investor-
corporate-policy

CSR activities of the Company are carried out directly and
through Non-Government Organizations (NGOs), who
have track record of minimum of 3 years in carrying out
the CSR activities and they also comply with other criteria
as prescribed under Section 135 of the Companies Act,
2013 read with Schedule VII and Companies (Corporate
Social Responsibility Policy) Rules, as amended from
time to time.

The Company has undertaken projects in the areas of
Healthcare and Education, around the area surrounding
the factories and corporate office which are as per
Schedule VII of the Companies Act, 2013, brief details of
which are as under:

During the year under review, the Company was required
to spend ' 256.00 Lakhs, being 2% of the average net
profit of the previous three financial years, against which
Company had spent ' 257.36 Lakhs during the financial
year 2024-25.

Further, an amount of ' 22.22 Lakhs which was on
account of the unutilised CSR Project Expenditure of
Ongoing CSR Projects for Financial Year 2023-24, was
utilised during the year under review.

The Company has carried out the various CSR activities
through NGO Partners, some of the details are mentioned
herein:

Uthaan/ EdelGive Foundation

The Company continued working with an NGO called
Uthaan along with the Edelgive Foundation for the purpose
of empowering women in six villages near our Valia plant
in the Bharuch District of Gujarat by improving their right to
access safe and sufficient drinking water, to free areas from
open defecation, and to good hygiene through gender-neutral
community practices.

During the year under review, a total of 123 community
engagement activities were conducted, including meetings
at the Faliya/Hamlet level with WASH Committees and
household visits. Through the use of accessible tools such as
posters, pamphlets, discussions, and participatory exercises,
the meetings opened up a space where even those less
familiar with formal platforms could engage meaningfully.

The Company has supported formation of new Water,
Sanitation and Hygiene (WASH) committees in the targeted
areas. During the year, 170 toilets (new and renovated)
were completed, 209 soak pits (including those pending
from last year), were constructed across Ghoda, Siludi and
Dodwada villages and 18 WASH awareness programs were
conducted with 525 children (396 girls and 129 boys). Two
post-construction trainings were conducted for 65 WASH
Committee members across six villages in Valia.

In the reporting period, 11 meetings were convened with the
Apcotex team. These sessions primarily centred on reviewing
ongoing activities, celebrating achievements, and strategizing
for upcoming initiatives. The total contribution for the financial
year to Uthaan was ' 85.59 Lakhs.

The Company has been working with Seva Sadan Society, Mumbai from past 2 years to fully fund the operating expenses of the
Secondary English Medium School (Standards 5 to 9) and partly fund the operating expenses of the Primary English Medium
School (Standards 1 to 4). During the year, the Company has contributed total funds to the tune of ' 49 Lakhs.

Seva Sadan Society's English Medium School had supported 93 students in Secondary Section and 106 in Primary Section.
Further, the School collaborated with Umeed and through its Umeed Fellowship Program, which has been highly successful,
brought various positive changes in the behavior of students who previously faced challenges. Teachers gained valuable skills
in managing and supporting these students, while counselling sessions for parents encouraged a collaborative approach to their
development.

Besides the above, recreational activities on Inclusive Education were conducted during the year under review e.g - Founders'
Day, Sports Day Celebration, Republic Day Celebration, visit to a Science Exhibition, Environment Week, International Literacy
Day, etc.

Deepak Foundation

Your Company has been working with Deepak Foundation from past few years, for Skill Development for women and youths
in Facility Management & Services around the Taloja Plant area. During the year under review, the Company has contributed
' 30.00 Lakhs.

The project aimed to empower more than 125 individuals, aged 18 to 50, by providing and enhancing their job prospects through
quality skill training, in collaboration with the Healthcare and Domestic Sector Skill Councils.

It provided with classroom training and practical sessions practical sessions on various topics like training on cooking,
housekeeping, dish presentation, bed making, fire safety, soft skills sessions, yoga activity, mock interviews, counselling
sessions, etc. It also conducts examination and provides certificates to the successful candidates.

Your Company contributed to the 'ADOPT A HOME & LIVELIHOOD & AFTERCARE SUPPORT' program through the NGO

Catalysts for Social Action, which currently supports 67 children and 48 Care Leavers (CL) who are in Skill Training. Out of these,
26 CLs are pursuing courses and 22 CLs have successfully completed their course. Out of the 22 CLs who completed courses,
14 CLs are placed in jobs, 1 CL is undergoing an internship, and 7 CLs are in the placement process.

During the year under review, your Company contributed ' 24 Lakhs which was utilised by CSA towards its various activities
programs which can be classified into three broad categories of Health & Basic Necessities, Learning & Wellness Support and
Aftercare activities. Besides the above, various recreational activities were conducted during the year e.g. Meet My Doctor
session, Digital Literacy Program, Self Defense training, Non-Fire cooking session, etc.

A "Meet My Doctor" session was conducted in
both CCIs during the health camp.

A digital literacy program conducted in SWL to
provide basic computer literacy to middle school
children.

The details as required under Section 135 of the Companies Act, 2013 are provided in CSR Report which is annexed
herewith as Annexure IV. For the year 2024-25, the Chief Financial Officer of the Company has certified that the funds of
CSR have been utilized for the purposes and in the manner as approved by the Board of Directors of the Company.

E. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company conducts the Familiarization program when new Director(s) is/ are appointed during the year. The Program
aims to provide insights into the Company to enable the Independent Directors to understand its business in depth, to
familiarize them with the process, business, and functionaries of the Company and to assist them in performing their role
as Independent Directors of the Company.

Periodic presentations are made at the Board and the Committee meetings, on business and performance updates of the
Company, global business environment, business strategy and risks involved.

The familiarisation programme along with details of the same imparted to the Independent Non-Executive Directors during
the year are available on the website of the Company at https://apcotex.com/investor-corporate-policy

F. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

I n accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the
Company has, inter-alia, adopted a Code of Conduct for Prohibition of Insider Trading (Code) duly approved by the Board
of Directors of the Company. The Company Secretary is the Compliance Officer for the purpose of this Code.

It lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the
Company. The policy has been formulated to regulate, monitor, and ensure reporting of deals by designated person/
employees and maintain the highest ethical standards of dealing in Company securities.

G. INTERNAL FINANCIAL CONTROLS:

Your Company maintains an adequate and effective
internal control system commensurate with its size and
complexity. The Company has adopted policies and
procedures for ensuring the orderly and efficient conduct
of its business, including adherence to the Company's
policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and
completeness of the accounting records and the timely
preparation of reliable financial disclosures. These are
reviewed periodically and made part of work instructions
or process in the Company.

The Company periodically conducts physical verification
of inventory, fixed assets and cash on hand and matches
them with the books of accounts. Explanations are sought
for any variance noticed from the respective functional
heads.

H. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors confirm:

I. That in the preparation of the annual accounts, the
applicable accounting standards had been followed
along with proper explanation relating to material
departures;

II. That they 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;

III. That they have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

IV. That they have prepared the annual accounts on a
going concern basis;

V. That they, have laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and were
operating effectively; and

VI. That they have devised proper system to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

I. DISCLOSURE IN TERMS OF THE SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)

ACT, 2013:

All women who are associated with the Company either
as permanent employees or temporary employees or
contractual persons including service providers at the
Company sites are covered under the above policy.

The Company has constituted Internal Complaints
Committee to ensure a harassment free working
environment, to redress the complaints and to prevent
sexual harassments, if any. No complaints relating to
sexual harassment were received during the year.

J. FIXED DEPOSITS MATURED BUT NOT CLAIMED:

Company has no Fixed Deposits at the end of the
financial year. The Central Bureau of Investigation (CBI)
has instructed the Company, not to repay the proceeds
of four fixed deposits amounting to ' 0.48 Lakhs and
accrued interest of ' 0.22 Lakhs thereon. These deposits
matured during the first week of December 2002 and
continue to remain with the Company.

K. INSURANCE:

All insurable assets of the Company including
inventories, buildings, plant and machinery etc., as well
as the liability under legislative enactments, are insured
on reinstatement basis after due valuation of assets by
an external agency. The Company also holds a Loss of
Profit Policy for the financial year 2024-25.

L. PERSONNEL:

The information required under Section 197 of the
Companies Act, 2013 and read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are given in
Annexure II.

The information required pursuant to Section 197 of
the Companies Act, 2013 read with Rule 5(2) & (3)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014, in respect of

fond employees of your Company is available for inspection
by the member. Please refer to note no. 17 of the Notice
of AGM for inspection of the same.

M. DIRECTORS & KEY MANAGERIAL PERSONNEL:
Appointment

During the year under review, the Board of Directors
had, based on the recommendations of Nomination and
Remuneration Committee, at its meeting held on 28^th
January 2025, appointed Mr. Rajendra Mariwala (DIN:
00007246) as an Additional Non-Executive Independent
Director of the Company, not liable to retire by rotation,
for a tenure of five(5) years from 1^st February 2025 to 31^st
January 2030, subject to approval of Members. Later,
the said appointment was approved by the shareholders
through special resolution passed by postal ballot on 11^th
March 2025.

Retirement by Rotation

I n accordance with the provisions of Section 152(6) of
the Companies Act, 2013 and Articles of Association of
the Company, Mr. Atul Choksey (DIN: 00002102) will
retire by rotation at the ensuing AGM of the Company
and being eligible, offers himself for re-appointment. The
Board recommended his re-appointment at its meeting
held on 7^th May 2025.

Brief details about his nature of expertise in specific
functional areas, disclosure of relationships between
directors inter-se, details of directorship held in other
companies, membership of committees of the Board,
shareholding in the Company held by the directors
proposed to be appointed/ re-appointed at the 39^th AGM,
is provided in the Notice of the AGM.

N. AUDITORS:

Statutory Auditors

M/s. Manubhai & Shah LLP, Chartered Accountants (Firm
Registration No 106041W/W100136) were appointed as
Statutory Auditors of the Company for a period of five
(5) consecutive years from the 37^th AGM of the Company
held on 19^th June 2023 to hold office from the conclusion
of the said Meeting till the conclusion of the 42^nd AGM to
be held in the year 2028.

Cost Auditors

M/s. V J Talati & Co., Cost Accountants have been
appointed as Cost Auditors of the Company for the
financial year 2025-26 under Section 148 of the
Companies Act, 2013 read with the Companies (Cost
Records and Audit) Amendment Rules 2014. M/s. V J
Talati & Co. have confirmed that they are free from any
disqualifications as specified under the Companies Act,
2013.

The remuneration payable to the Cost Auditors is required
to be placed before the Members in a general meeting
for their ratification. Accordingly, resolution seeking
Members' ratification for the remuneration payable to
M/s. V J Talati & Co., Cost Auditors is included at item
No.8 of the Notice convening the AGM.

Secretarial Auditor

M/s. D.S. Momaya & Co. LLP, Company Secretaries,
have been appointed to conduct the Secretarial Audit of
the Company for the financial year 2024-25, pursuant to
the provisions of Section 204 of the Companies Act, 2013
and the SEBI (LODR) Regulations, 2015 as amended.
The Report of the Secretarial Auditor is appended to this
Report as Annexure V.

O. MAINTENANCE OF COST RECORDS:

The maintenance of cost records as specified under
Section 148 of the Companies Act, 2013 is applicable
to the Company and accordingly all the cost records are
made and maintained by the Company and audited by
the cost auditors.

P. CEO & CFO CERTIFICATION:

Certificate from Vice-Chairman and Managing Director
and Chief Financial Officer of the Company, pursuant to
the Regulation 17 of SEBI (LODR) Regulations, 2015, for
the financial year 2024-25 was placed before the Board
of Directors of the Company at its meeting held on 7^th
May 2025.

Q. SECRETARIAL STANDARDS:

The Company complies with all applicable Secretarial
Standards issued by The Institute of Company Secretaries
of India and approved by the Central Government under
Section 118(10) of the Companies Act, 2013 for the
financial year ended 31^st March 2025.

R. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR):

Detailed Business Responsibility and Sustainability
Report as required under Regulation 34 of SEBI (LODR)
Regulations, 2015 is uploaded on the Company's website
at the following web link:
https://apcotex.com/investor-annual-report

S. INVESTOR EDUCATION AND PROTECTION FUND
(IEPF):

Pursuant to the applicable provisions of the Companies
Act, 2013 read with the IEPF Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (the Rules),
as amended from time to time, all unpaid or unclaimed
dividends are required to be transferred by the Company
to the IEPF established by the Government of India, after
completion of seven year. Further, according to the Rules,
the shares on which dividend had remained unpaid or
unclaimed by the shareholders for seven consecutive
years or more are also transferred to the demat account
of the IEPF Authority.

Accordingly, the Company transferred the unclaimed
dividend of ' 15,99,080/- for the year 2016-17 during
August 2024. Considering 2016-17 as base year, the
Company has transferred 48571 Equity shares of ' 2/-
each held by 201 number of shareholders, on which
the dividend was unclaimed for 7 consecutive years, to
demat account of IEPF's authority, in compliance with
IEPF Rules during the financial year 2024-25.

The Company had sent individual notices and also
advertised in the newspapers seeking action from the
Members who have not claimed their dividends for seven
consecutive years or more.

The Company will be transferring the final dividend and
corresponding shares for the financial year ended 2017¬
18 within statutory timelines. Members are requested to
ensure that they claim the dividends and shares referred
to above, before they are transferred to the said Fund.
The due dates for transfer of unclaimed dividend to IEPF
are provided in the report on Corporate Governance.

The Company has uploaded full details of such
shareholders and shares due for transfer to IEPF
Authority on its website at www.apcotex.com.
Shareholders are requested to refer to the web-link
https://apcotex.com/investor-transfer-to-iepf to verify the
details of unclaimed dividends and the shares liable to be
transferred to IEPF Authority.

Shareholders/claimants whose shares or unclaimed
dividend, have been transferred to the IEPF demat
Account or the Fund, as the case may be, may claim
the shares or apply for refund by approaching the
Company for issue of Entitlement Letter along with all the
required documents before making an application to
the IEPF Authority in Form IEPF - 5 (available on
https://www.mca.gov.in along with requisite fee as
decided by the IEPF Authority from time to time.

T. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE COURT:

During the year no significant or material orders were
passed by the Regulators or Courts or Tribunals, which
impacts the going concern status and Company's
operations.

U. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their deep
sense of gratitude to the Bankers, various departments of
State / Central Government and local authorities for their
continued guidance and support.

We would also like to place on record our sincere
appreciation for the commitment, dedication and hard
work put in by every member of the Apcotex family. To all
shareholders, we are deeply grateful for the confidence
and faith that you have always reposed in us.

The accompanying Annexures I to V are an integral part
of this Directors' Report.

FOR AND ON BEHALF OF THE BOARD

ATUL C CHOKSEY
CHAIRMAN
DIN: 00002102

Date: 7^th May 2025
Place: Mumbai