Yours Directors have the pleasure of presenting the 43rd (Forty Third) 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, 2025.

1. FINANCIAL SUMMARY / PERFORMANCE OF THE COMPANY:

Note: The above figures are extracted from the Standalone and Consolidated Financial Statements prepared as per Indian Accounting
Standards (Ind AS).

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 Profit of INR 2,102.09 Lakh as
compared to INR 2,231.69 Lakh during the
previous year. The Consolidated Profit for the
year was INR 2,533.67 Lakh as compared to
INR 3,256.65 Lakh during the previous year.

Operations

This year the Company is planning to expend its
product basket in spread category like Honey
Almond Cornflakes, Museli with 21% Fruit &
Nuts, Jam with added vitamins & minerals,
Kahwa, Honey Lemon Green Tea, Soya Chunk
with Masala, Masala Dates, Sliced Dates,
Classic Seedless Dates, 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 anti¬
inflammatory 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) 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.

d) 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

• Select Dates

• Kalmi Dates

e) 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.

f) 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.

g) 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.

h) 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.

i) 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.

j) 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.

k) 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, 2025.

4. SHARE CAPITAL

The paid up share capital of your Company as on
March 31, 2025 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 no
change in the authorised share capital of the
Company which as on March 31, 2025, 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 neither issued shares with or
without differential voting rights 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 2024-25 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 2025-26, for the Stock Exchange,
has been paid.

7. SUBSIDIARY & GROUP COMPANIES

As on March 31, 2025, 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 Arabia Foods
LLC (Formerly known as 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, 2025 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 2024-25 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 2024-25 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, 2025 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, 2025. 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, 2025 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 remain same as 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 09 (Nine) Board Meetings
and 8 (Eight) 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, 2025 is available on the website of the
Company and can be accessed through the web
link. https://www.apisindia.com/investors-

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, 2025:

(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, 2025 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, 2025. Please refer the
notes to the Standalone Financial Statements
for the financial year ended March 31, 2025 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, 2025, 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, 2025. 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
disclaimer in their report.

The Board has approved, on the
recommendation of the Audit Committee
and subject to the approval of the
members, appointment of Anand Nimesh
& Associates as the Secretarial Auditors
of your Company to conduct secretarial
audit for a period of five financial years
commencing from the financial year
2025-26. Appropriate resolution seeking
your approval to the appointment of
Anand Nimesh & Associates is appearing
in the Notice convening the 43rd AGM of
your Company.

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 re¬
enactment thereof for the time being in
force) for the financial year 2025-26.

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
2024-25 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.38 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. Rohit Gupta as Chairman,
Mr. Sanjeev Kumar Singh,
Ms. Rubi Mishra, Mr. Vimal Anand and
Mr. Amit Anand 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, 2025,
was required to spend 2% of the average
net profit of the Company for three
immediately preceding financial year's

i.e., INR 34.29 Lakh. During the year
under review, your Company as part of
its CSR initiatives has spent an amount
aggregating to INR 35.20 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 Mr. Sanjeev
Kumar Singh as Chairman, Ms. Rubi
Mishra & Mr. Rohit Gupta 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:

Mr. Sanjeev Kumar Singh, Mr. Rohit Gupta
and Ms. Rubi Mishra were appointed as
Non-Executive Independent Director of
the Company w.e.f March 28, 2025.

Mr. Priyanshu Agarwal, Mrs. Diksha
Gandhi and Mr. Mukesh Kasana were
resigned from the post of Non-Executive
Independent Director w.e.f March 30,
2025.

(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 & 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, 2025 consisted of six (6) Directors
and out of them, three (3) are Non-Executive
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
three (3) Directors i.e., Sh. Sanjeev Kumar
Singh, Sh. Rohit Gupta and Smt. Rubi Mishra

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. Sanjeev Kumar Singh
(DIN: 09330441)

Director of the Company in the category
of Independent Director in the Board
Meeting of the Company held on 28th
March, 2025, whose appointment
was confirmed by the members of the
Company through Postal Ballot by Special
Resolution. The results of Postal Ballot
was announced as on 22th June, 2025.

Mr. Sanjeev Kumar Singh (DIN:
09330441) 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
Ms. Rubi Mishra (DIN: 09587126) as an
Additional Director of the Company in the
category of Independent Director in the
Board Meeting of the Company held on
28th March, 2025, whose appointment
was confirmed by the members of the
Company through Postal Ballot by Special
Resolution. The results of Postal Ballot
was announced as on 22th June, 2025.

Ms Rubi Mishra (DIN: 09587126) 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.

iii. The Board of Directors, upon
recommendation of the Nomination and
Remuneration Committee, appointed
Mr. Rohit Gupta (DIN:05183671) as an
Additional Director of the Company in the
category of Independent Director in the

Board Meeting of the Company held on
28th March, 2025, whose appointment
was confirmed by the members of the
Company through Postal Ballot by Special
Resolution. The results of Postal Ballot
was announced as on 22th June, 2025.

Mr. Rohit Gupta (DIN: 05183671) 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, Mr. Amit Anand (DIN: 00951321)
retires by rotation at the ensuing Annual
General Meeting and being eligible, has
offers himself for re-appointment. The
details as required under Regulation
36(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015 regarding Mr. Amit Anand are
provided in the Notice of 43rd Annual
General Meeting.

The Board recommends his re¬
appointment.

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
Ms. Rubi Mishra (DIN: 09587126) as Non¬
Executive Independent Director.

iv. Cessation

During the financial year under
the review, Mr. Priyanshu Agarwal,
Mrs. Diksha Gandhi and Mr. Mukesh
Kasana were resigned from the post of
Non-Executive Independent Director
of the Company due to their personal

reason. Further during the year under
review Mr. Sushil Gupta, Mr. Karan Ahooja
and Mrs Sunita Chaddha has retired as an
Independent Director of the Company on
completion of their second term as an
Independent Directors of the Company
as on September 30, 2024.

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. Amit 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.

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 March
05, 2025, 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 non¬
independent 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 the entire loan
amount aggregating to ^ 5,37,00,000/- (Rupees
Five Crore Thirty-Seven Lakh Only) to Mrs.
Prem Anand. Following this repayment, there
is no outstanding amount remaining payable to
her.

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.

During the financial year 2024-2025, one
complaint was received from an employee. The
matter was resolved amicably, and there are no
complaints outstanding as on March 31, 2025.

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. COMPLIANCE WITH THE MATERNITY
BENEFIT ACT, 1961

The Company reaffirms its commitment to
providing a safe, inclusive, and supportive
work environment for all employees. In line
with the provisions of the Maternity Benefit
Act, 1961 and the rules framed thereunder, the
Company has ensured full compliance during
the financial year 2024-25.

To comply with the provisions of Section 134 of
the Companies Act, 2013 read with Companies
(Accounts) Second Amendment Rules, 2025,
your Company has complied with the provisions
relating to Maternity Benefit Act, 1961.

During the year, one case relating to maternity
benefit was reported. The Company has
addressed and complied with all statutory
requirements associated with this case in a
timely and appropriate manner, ensuring the
employee received all entitled benefits under
the Act.

The Company remains committed to upholding
the rights of women employees and regularly
reviews its internal policies to ensure alignment
with applicable laws and best practices in
employee welfare.

36. 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

37. 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.

38. 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.

39. 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.

40. BUY BACK OF SECURITIES

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

41. SWEAT EQUITY

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

42. BONUS SHARES

No Bonus shares were issued during the year
under review.

43. EMPLOYEE STOCK OPTION SCHEME

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

44. CHANGE IN THE NATURE OF
BUSINESS, IF ANY

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

45. SECRETARIAL STANDARDS

As on March 31, 2025 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.

46. 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.

47. 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: August 14, 2025 Managing Director Director & Chairperson

DIN: 00951321 DIN: 00951873