Directors Report of Apis India Ltd.

Mar 31, 2025

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:

PARTICULARS	Standalone		Consolidated
	For the year ended 31st March, 2025	For the year ended 31st March, 2024	For the year ended 31st March, 2025	For the year ended 31st March, 2024
Sale and other Income	35,208.69	31,785.96	35,221.20	31,720.22
Profit before depreciation	32,50.06	3,021.99	3,251.21	2,953.59
Depreciation	393.85	236.36	393.85	236.36
Profit before tax and after depreciation	2,856.21	2,785.63	2,857.36	2,717.23
Provision for taxation	754.13	553.93	754.12	553.93
Profit after tax	2,102.09	2,231.69	2,103.24	2,163.30
Share of profit of an associate (net of taxes)	-	-	430.43	1,093.35
Net Profit available for appropriation	2,102.09	2,231.70	2,533.67	3,256.65
Other Comprehensive Income/Loss for the year, net of taxes	1.59	(28.30)	1.59	(28.30)
Total Comprehensive Income for the year	21,03.68	22,03.40	2,535.26	3,228.36
Earnings Per Share [Equity share of [INR 10]
-Basic earnings per share (In INR)	38.18	39.99	46.01	58.59
-Diluted earnings per share (In INR)	38.18	39.99	46.01	58.59

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:

S. No	Name of the Director	Designation
1.	Mr. Sanjeev Kumar Singh	Chairman
2.	Ms. Rubi Mishra	Member
3.	Mr. Rohit Gupta	Member

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

---

Mar 31, 2024

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

1. FINANCIAL SUMMARY / PERFORMANCE OF THE COMPANY:

PARTICULARS	Standalone		Consolidated
	For the year ended 31st March, 2024	For the year ended 31st March, 2023	For the year ended 31st March, 2024	For the year ended 31st March, 2023
Sale and other Income	31,785.96	33,366.01	31,720.22	33,300.06
Profit before depreciation	3,021.99	1,638.36	2,953.59	1,576.06
Depreciation	236.36	274.71	236.36	274.71
Profit before tax and after depreciation	2,785.64	1,363.66	2,717.23	1,301.35
Provision for taxation	553.93	565.29	553.93	565.29
Profit after tax	2,231.70	798.36	2,163.30	736.06
Share of profit of an associate (net of taxes)	-	-	1,093.35	1,089.29
Net Profit available for appropriation	2,231.70	798.36	3,256.65	1,825.34
Other Comprehensive Income/Loss for the year, net of taxes	(28.30)	24.18	(28.30)	24.18
Total Comprehensive Income for the year	22,03.41	822.54	3,228.36	1,849.52
Earnings Per Share [Equity share of [INR 10]
-Basic earnings per share (In INR)	39.99	14.93	58.59	33.57
-Diluted earnings per share (In INR)	39.99	14.93	58.59	33.57

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 Net Profit after Tax of INR 2,231.70 Lakh as compared to INR 798.36 Lakh during the previous year. The Consolidated Net Profit after Tax for the year was INR 2,163.30 Lakh as compared to INR 736.06 Lakh during the previous year.

Operations

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

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

a) Honey:

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

Value Added Honey

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

I. Lemon Infused Honey

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

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

II. Ginger Honey

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

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

III. Chilly Honey

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

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

b) Green Tea

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

c) Spicelicious Pickles

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

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

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

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

North Indian Pickles

i. Green Chilli Pickle

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

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

ii. Lime Pickle

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

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

iii. Mango Tang

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

Mango Tag are available in convenient packing of 200gm, 500gm and 200gm (TN) packs.

iv. Mixed Veggies Pickle

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

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

v. Red Stuff Pickle

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

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

d) Preserves

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

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

e) Dates

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

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

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

• Premium Seeded Dates

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

• Royal Zahidi Dates

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

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

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

• Arabian Pearls Dates

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

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

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

• Shahana Dates

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

• Deseeded Dates

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

• Nayaab Dates

• Desert Bliss Dates

• Classic Dates

• Sabaa Black Dates

• Select Dates

f) Fruitilicious Jam

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

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

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

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

g) Macaroni

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

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

h) Soya Chunks

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

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

i) Corn Flakes

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

j) Choco Flakes

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

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

k) Thin Roasted Seviyan Vermicelli

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

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

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

l) Organic Honey

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

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

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

3. DIVIDEND

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

4. SHARE CAPITAL

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

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

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

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

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

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

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

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

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

5. TRANSFER TO RESERVES

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

6. LISTING OF SHARES

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

7. SUBSIDIARY & GROUP COMPANIES

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

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

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

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

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

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

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

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

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

9. FINANCIAL STATEMENTS

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

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

10. IND AS STANDARDS

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

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

11. CONSOLIDATED FINANCIAL

STATEMENTS

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

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

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

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

12. CREDIT RATING

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

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

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

14. DETAILS OF BOARD MEETING

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

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

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

15. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 (''the Act'') read with Section 134(3)

(a) of the Act and rules framed thereunder, the Annul Return, for the financial year ended 31st March, 2023 is available on the website of the Company and can be accessed through the web link. https://www.apisindia.com/mvestors-

financialresults.php

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

Vigil Mechanism / Whistle Blower Policy

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

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

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

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

17. DIRECTORS''RESPONSIBILITY STATEMENT

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

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

(b) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

(f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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

19. AUDITORS

i) Statutory Report and their Report

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

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

Reporting of frauds:

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

ii) Cost Auditors

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

iii) Secretarial Auditors and Secretarial Audit Report

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

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

There has been no qualification, reservation or adverse remarks or any disclaimer in their report.

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

iv) Internal Auditors

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

20. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS

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

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

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

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

21. INTERNAL FINANCIAL CONTROL

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

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

22. RISK MANAGEMENT POLICY

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

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

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

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

23. COMMITTEES OF BOARD

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

(i) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

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

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

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

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

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

(ii) AUDIT COMMITTEE

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

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

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

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

The composition of Audit Committee is as follows:

S. No	Name of the Director	Designation
1.	Mrs. Sunita Chaddha	Chairperson
2.	Mr. Sushil Gupta	Member
3.	Mr. Karan Ahooja	Member
4.	Mr. Mukesh Kasana	Member

(iii) NOMINATION AND REMUNERATION COMMITTEE

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

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

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

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

(iv) STAKEHOLDER RELATIONSHIP COMMITTEE

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

24. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

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

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

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

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

25. PREVENTION OF INSIDER TRADING

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

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

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

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

Insiders.pdf

26. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

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

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

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

(I) APPOINTMENTS

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

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

Mr. Priyanshu Agarwal (DIN:10829923)

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

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

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

Mrs Diksha Gandhi (DIN: 10829922) has

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

ii. RE-APPOINTMENTS/DIRECTOR RETIREMENT BY ROTATION

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

The Board recommends her reappointment.

iii. WOMAN DIRECTOR

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

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

iv. Cessation

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

KEY MANAGERIAL PERSONNEL

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

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

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

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

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

V. Sh. Vikas Aggarwal- Company Secretary

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

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

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

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

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

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

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

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

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

considered the collective feedback of the whole of evaluation process.

Results of all such above referred evaluations were found satisfactory.

28. MEETING OF INDEPENDENT DIRECTORS

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

29. DEPOSIT

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

30. LOAN FROM DIRECTOR

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

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

32. CORPORATE GOVERNANCE

As per the requirement of Regulation 34(3) read with Schedule V of Listing Regulations, a report on Corporate Governance is annexed, which forms part of this Annual Report.

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

33. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

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

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

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

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

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

The Board has formulated policy on Sexual

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

35. INDEPENDENT DIRECTOR''S

FAMILIARISATION PROGRAMME

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

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

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

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

36. PARTICULARS OF EMPLOYEES

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

37. MANAGERIAL REMUNERATION

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

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

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

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

39. BUY BACK OF SECURITIES

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

40. SWEAT EQUITY

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

41. BONUS SHARES

No Bonus shares were issued during the year under review.

42. EMPLOYEE STOCK OPTION SCHEME

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

43. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

44. SECRETARIAL STANDARDS

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

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

45. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

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

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

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

Acknowledgements

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

By order of the Board of Directors For APIS India Limited

Place: New Delhi Amit Anand Prem Anand

Date: November 25, 2024 Managing Director Director & Chairperson DIN: 00951321 DIN: 00951873

---

Mar 31, 2023

Yours Directors take pleasure in presenting the 41st (Forty first) Annual Report of your Company together with the Audited Accounts for the year ended March 31, 2023.

1. FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY:

PARTICULARS	Standalone		Consolidated
	For the year ended 31st March, 2023	For the year ended 31st March, 2022	For the year ended 31st March, 2023	For the year ended 31st March, 2022
Sale and other Income	33,366.01	29,662.52	33,300.05	29,597.19
Profit before depreciation	1,650.36	1,269.74	1,588.05	1,201.83
Depreciation	274.71	287.33	274.71	287.33
Profit before tax and after depreciation	1,375.66	982.41	1,313.35	914.50
Provision for taxation	565.29	325.95	565.29	331.93
CSR	12.00	20.00	12.00	20.00
Profit after tax	798.36	636.47	736.06	562.56
Share of profit of an associate (net of taxes)	-	-	1,089.29	235.61
Minority Interest	-	-	-	-
Net Profit available for appropriation	798.36	636.47	1,825.34	798.17
Other Comprehensive Income for the year, net of taxes	24.18	(57.45)	24.18	(57.45)
Total Comprehensive Income for the year	822.54	579.02	1,849.52	740.72
Earnings Per Share [Equity share of '' 10]
-Basic earnings per share (In '')	14.93	10.51	33.57	13.44
-Diluted earnings per share (In '')	14.93	10.51	33.57	13.44

a) DIVIDEND

The Board of Directors of your Company, do not recommend any dividend for the financial year ended March 31, 2023.

b) SHARE CAPITAL

The Your Company inform the members that the Hon''ble NCLT of Delhi Bench at Delhi vide its order dated January 16, 2023 has approved scheme of Amalgamation between Apis Natural Products Private Limited ("Transferor Company-1") and Modern Herbals Private Limited ("Transferor Co-2") with Apis India Limited ("the Company").

In pursuant to the order the preference shares allotted by the Company to the Transferor Companies has been Cancelled and reclassified it to the Authorised equity share

capital, therefore the paid up share capital of your Company as on March 31, 2023 was '' 5,51,00,760/- divided into 55,100,76 equity shares of '' 10/- each.

During the year under review, your Company has neither issued shares with differential voting rights nor granted stock options nor sweat equity.

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

The Company is one of the leaders in the field of organized honey trade in India. With its world class in-house facility for testing, processing and filtration for honey. It has a state of art manufacturing facility spread over 7 acres in Roorkee, Uttarakhand with a capacity to

process over 100 tonnes of honey per day. With a mission to make pure and natural products, a part of consumers'' everyday life, the Company has also forayed into Tea, Cookies and Preserves considering the changing purchase dynamic & growing need for branded quality packaged products.

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

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

For the year under review, it posted a Standalone Net Profit after Tax of '' 822.54 Lakh as compared to '' 579.02 Lakh during the previous year. The Consolidated Net Profit after Tax for the year was '' 1849.52 Lakh as compared to '' 740.72 Lakhs during the previous year.

Operations

This year the Company is planning to expend its product basket in spread category like Honey Almond Corn flakes, Infused Honey Range, Organic Honey, Orange Marmalade, Honey almond cornflakes, Nut Mixture, Nut & Fruit Mixture, Chyawanprash, Museli with 21% Fruit, Nuts & Seeds, Museli with 20% Nuts delight, Insence Stick (Agarbati), Honey Based Fruit Drink, Rose Water.

The Company has present 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 has present our range of magic potions.

I. Bee Fit Honey

The Company has lunch this year Apis Bee Fit the Intelligent way to lose weight, boost immunity and stay fit while dieting. A potent combination of Pippali, Daru Haldi, Triphala, Ashwagandha & Dalchini with the right blend of honey make it the perfect weight loss partner. It supplements the essential nutrients on a weight-loss diet.

Apis Bee Fit Honey are available in convenient packing of 250gm and 500gm packs.

II. 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.

III. Lychee Honey

The Company has lunch this year a new product in its Honey category i.e. Lychee Honey. Lychee is a great source of dietary fiber, protein, proanthocyanidins and polyphenolic compounds, which makes it an energizing fruit. ''Lychee Honey'' is helpful in digestive issues, cognitive disorders, helps

improving blood circulation, and protecting the body from various diseases and afflictions. ''Lychee honey'' has the wealth of potassium and organic compounds, which are connected to a number of important health benefits. So, choose the delicious way to heath today!

Lychee Honey are available in convenient packing of 100gm, 250gm and 500gm packs.

IV. Sitopladi Honey

Sitopladi is an Ayurvedic remedy for respiratory issues like congestion. Banslochan, piper logum, cardamom and cinnamon, are believed to restore natural functions of the respiratory, digestive and immune system of the body. The ''Immuno-modulator'' content in it boosts immunity and vitality. Just one spoon of Sitopladi honey before bed takes care of your respiratory problems.

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

V. Tulsi Infused Honey

The Company has incepted the new idea of Tulsi Infused Honey for its near miraculous medicinal values, lie holy Tulsi has been highly valued and worshipped in India for liousands of years. It is an excellent antioxidant liat protects lie body from many diseases. Tulsi, when infused wili Honey, makes ''Tulsi Honey'', a potent remedy for cough and cold, respiratory disorders, headache and helps in treating stomach flu, urinary and genital infections. Give it a try today.

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

VI. Ginger Honey

For centuries, Ginger is believed to be beneficial for healli and healing. Its antiinflammatory and antioxidant properties help in relieving nausea, loss of appetite, motion sickness, pain, cold and flu, and inflammation. When infused wili Honey, "Ginger Honey" is a boon for cough and

cold related issues. It helps in reducing lie cholesterol, and on maintaining healliy blood sugar levels. Try lie taste of good healli today!

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

It also has specialized honey, which comprises of Ginger, Lemon, Organic and honey with nuts. It is also certified with Non-GMO status, a rarity in case of honey. APIS Himalaya products are available in convenient packaging starting from 20 gm to 1.5 kg packs in retail.

b) Green Tea

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

c) Spicelicious Pickles

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

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

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

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

North Indian Pickles

i. Green Chilli Pickle

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

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

ii. Lime Pickle

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

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

iii. Mango Tang

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

Mango Tag are available in convenient packing of 200gm, 500gm and 200gm (TN) packs.

iv. Mixed Veggies Pickle

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

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

v. Red Stuff Pickle

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

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

South Indian Pickles

i. Gongura Pickle

A delicacy from Andhra Pradesh. Garlic infuses the classic gongura pickles with new flavour that take your meals to the next level!

Gongura Pickle are available in convenient packing of 200gm, and 500gm packs.

ii. Lime Pickle

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

Lime Pickle are available in convenient packing of 200gm, 500gm and 200gm (TN) packs.

iii. Mango Tang

The quintessential Indian pickle. Pair it with your favourite dishes to relish the tang of the king of fruits!

Mango Tag are available in convenient packing of 200gm, 500gm and 200gm (TN) packs.

iv. Mixed Veggies Pickle

The goodness of mixed veggies to take your meals to the next level of flavour.

Mixed Veggies Pickle with Garlic are available in convenient packing of 200gm, 500gm, 200gm (TN) and 5kg packs.

v. Tomato Pickle

This south Indian delicacy is the perfect accompaniment to go with your meals.

Tomato Pickle with Garlic are available in convenient packing of 200gm and 500gm packs.

d) Preserves

Getting a consistent product throughout the year is a must and our quality Control ensures that you get the perfect taste in our preserves all year around. Right from sourcing the right raw product, to proper cleaning and treatment, a stringent process flow is maintained to give you

the best product. Kitchen essentials are kept as fresh as they did when plucked. No added flavour or chemicals are used in Apis preserves.

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

However our preserves are available in convenient packing staring from 25gm to 500gm.

e) Dates

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

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

• Premium Seeded Dates

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

• Royal Zahidi Dates

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

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

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

• Arabian Pearls Dates

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

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

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

• Shahana Dates

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

• Ajwa Dates

Ajwa dates are soft dry, medium-size date variety liat is about 3 centimeters in lengli. Ajwa dates have a glossy black-brown skin and pulp. lie pulp surrounds a central elongated seed liat is often removed. Ajwa dates have a meaty,

chewy texture and a sweet flavor wili hints of caramel, honey, and cinnamon. Ajwa Dates are available in the 400gm pack.

• Khenaizi Dates

Liese popular dates are grown across lie UAE regions. Khenaizi dates are soft, medium-sized and mild in sweetness. Dark brown in color, it has a juicy texture and is enjoyed even before it is fully dried. Khenaizi Dates are available in the 500gm pack.

• 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.

f) Fruitilicious Jam

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

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

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

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

g) Macaroni

The Company has added this year a new product Macaroni in its basket to bring out transport yourself to lie gastronomic

wonderland of Italy. The Apis present to you lie most versatile pasta, lie Macaroni!

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

h) Soya Chunks

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

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

i) Apple Cider Vinegar

The Company has added this year a new product named as Apis Apple Cider Vinegar in its basket.

Apis Apple Cider Vinegar has accumulated superfood status, and fans of the vinegar say that it can cure nearly everything that ails you. Truth is, there are few studies that support these uses, so while you can add it to your diet without significantly upping your risk for weight gain, it is best to stay realistic about it.

j) Corn Flakes

The Company has also added one more new product this year named as Apis Cornflakes in its basket.

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.

k) The Company has also added one more new product this year as Apis Choco Flakes in its basket.

Apis Choco Flakes make for a wholesome and nourishing breakfast meal. It''s the most perfect way to start your mornings and is a very convenient breakfast option that not only keeps your body energized but also keeps you full for a longer period. Every bite of Apis Choco Flakes is super crispy and will surely satisfy your taste buds.

l) The Company has this year added a new product named as Apis Vermicelli in its basket.

Apis introduces a healthy pack of Vermicelli, made from wheat which is Non-sticky and non- Lumpy. It has no added preservatives. It''s healthy, nutritious and can be used to make a range of wonderful sweet and savoury dishes, to satisfy the tastebuds of everyone in the family. It can also be the easiest and the healthiest way to lead a healthy lifestyle.

3. 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 2022-23 in the profit and loss account.

4. LISTING OF SHARES

The Company''s equity shares are listed with BSE Limited. The annual listing fee for the financial year 2023-24, for the Stock Exchange, has been paid.

5. SCHEME OF AMALGAMATION

As you aware that the Board of Directors of the Company at their meeting held on Thursday, May 30, 2019 approved a Comprehensive Scheme of Amalgamation of APIS Natural Products Private Limited (''APIS Natural'') and Modern Herbals Private Limited (''Modern Herbals'') with APIS India Limited (herein after referred to ''APIS India'' or the ''Company''), and their respective shareholders and creditors (hereinafter referred to as the ''Scheme''), under Sections 230 to 232 read with Section 66 and other applicable provisions, if any, of the Companies Act, 2013, including any statutory modification(s) thereto or re-enactment(s) thereof, placed before them.

Subsequently, the Company filed the applications in terms of Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange and SEBI for their ''No Observation Letter'' to the Scheme. The Company received the ''No Observation Letter'' from the Stock Exchange i.e. BSE Limited (BSE) vide their letter dated 18th September, 2019. The Company had filed the first motion application before Hon''ble National Company Law Tribunal Bench (NCLT), New Delhi Bench for instructions for exemption of convening the meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors for approving the Scheme of Arrangement.

During the year 2021-22 the Hon''ble NCLT, Delhi Bench by its order dated 22nd December

2021, as modified its order dated 7th January

2022, directed that a meeting of the Secured Creditors shall be held on Friday, 25th February, 2022 at 11.00 a.m. through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), for the purpose of considering, and if thought fit, approving with or without modification(s), the arrangement embodied in the Scheme of Amalgamation between APIS Natural Products Private Limited ("APIS Natural" or Transferor Company 1") and Modern Herbals Private Limited ("Modern Herbals" or Transferor Company 2") with APIS India Limited ("APIS India" or "Transferee Company") and their respective shareholders and creditors.

The Members are informed that meeting of

Secured Creditors was held successfully and resolution for approval of scheme was passed unanimously. The Scrutinizer was submit his report to the Chairman appointed by Hon''ble NCLT, Delhi Bench.

The Members informed further that Hon''ble National Company Law Tribunal, Delhi Branch at Delhi has approved the scheme of Amalgamation vide its order dated 16th January, 2023, the Company has duly filled its order to the respective authorities within the time period specified in the order.

The Members further informed that the Company has allotted 203040 equity shares as on 20th June, 2023 to the shareholders of Transferor Companies in pursuant to the scheme of Amalgamation approved by Hon''ble NCLT Delhi Bench, Delhi and the BSE Limited has approved the listing and trading approval vide its letter no. DCS/AMAL/TL/ R37/2847/2023-24 dated July 26, 2023 and DCS/AMAL/TL/2864/2023-24 dated August 08,

2023.

6. SUBSIDIARY & GROUP COMPANIES

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

Apart from above, there are no subsidiary/ Associate Companies as per the provisions of Companies Act, 2013, which have become or ceased during the year under review.

Audited Financial Statements of Company''s subsidiary 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 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.

7. 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 2022-23 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 2022-23 is also available at the Company''s website at www.apisindia. com.

8. CONSOLIDATED FINANCIAL

STATEMENTS

The consolidated Financial Statements of your company for the Financial Year 2022-23 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.

9. CREDIT RATING

The Company''s bank facilities are rated by CRISIL Ratings Limited. They have assigned rating BBB-/Stable for working capital facilities, which reaffirms the reputation and trust the Company has earned for its sound financial management and its ability to meet its financial obligations.

10. 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.

11. DETAILS OF BOARD MEETING

During the year 04 (Four) Board Meetings and 5 (Five) 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

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

12. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 (''the Act'') read with Section 134(3)

(a) of the Act and rules framed thereunder, the Annul Return, for the financial year ended 31st March, 2023 is available on the website of the Company and can be accessed through the web link. https://www.apisindia.com/mvestors-financialresults.php

13. 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) of the Act, 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. The employees can come forward and express their legitimate concerns to the Audit Committee Chairman without any fear of reprimand, victimisation or unfair treatment.

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.

14. DIRECTORS''RESPONSIBILITY STATEMENT

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, 2023:

(a) that in the preparation of the annual accounts for the financial year ending 31st March, 2023, 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 annual accounts/financial statements have been prepared on a going concern basis; and

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

(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.

15. PARTICULARS OF LOANS,

GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Standalone Financial Statements.

16. 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, 2023, forms part of the Annual Report and self-explanatory. There has been no qualification, reservation or adverse remarks or any disclaimer in their report.

Reporting of frauds:

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

ii) Cost Auditors

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

iii) Secretarial Auditors and Secretarial Audit Report

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

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

There has been no qualification, reservation or adverse remarks or any disclaimer in their report.

The members are further informed that Board of Directors on recommendation of Audit Committee reappointed M/s Anand Nimesh & Associates, Company Secretaries in Practice as Secretarial Auditors of the company in pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) for the financial year 2023-2024.

iv) Internal Auditors

TheThe Board of Directors on recommendation of Audit Committee appointed M/s ASRV & 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 2023-24.

17. 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 2022-23 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.

18. INTERNAL FINANCIAL CONTROL

The Company has a well-established internal control framework, 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.

19. RISK MANAGEMENT POLICY

In Compliance with the requirement of the Companies Act, 2013 the 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.

The objective of any risk identification and assessment process is to evaluate the combination of likehood and level of negative impacts from an event. The three main components of risk assessment are business risk, service/operational risk and external risk.

The Company manages the risk in line with current risk management best practices. This facilities the achievement of our objectives, operational effectiveness and efficiency, protection of people and assets, informed decision-making and compliance with applicable law and regulations.

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

20. COMMITTEES OF BOARD

(i) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

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

The Members are informed that Mr. Naveen Kumar was resigned from the Board of the Company w.e.f 31/01/2023

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, 2023, was required to spend 2% of the average net profit of the Company for three immediately preceding financial years i.e. '' 14.60 Lakh. During the year under review, your Company as part of its CSR initiatives has spent an amount aggregating to '' 12.00 Lakh on the activities/projects covered under the CSR Policy of the Company after adjusting '' 3.00 Lakh surplus lying in previous years.

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

(ii) AUDIT COMMITTEE

In terms of Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, Your Company has in place Audit Committee of Board of Directors, with Mrs. Sunita Chaddha as Chairperson, Mr. Sushil Gupta, Mr. Karan Ahooja & Mr. Mukesh Kasana as members.

The Members are informed that Mr. Naveen Kumar was resigned from the Board of the Company w.e.f 31/01/2023 and Mr. Sushil Gupta was has join Audit Committee.

The Member are further informed that Mr. Mukesh Kasana has appointed as Additional Director category as Independent Director as on August 14, 2023 and also join Audit Committee as member.

The terms of reference of Audit Committee are confined to new 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:

S. No	Name of the Director	Designation
1.	Mrs. Sunita Chaddha	Chairperson
2.	Mr. Sushil Gupta	Member
3.	Mr. Karan Ahooja	Member
4.	Mr. Mukesh Kasana	Member

(iii) NOMINATION AND REMUNERATION COMMITTEE

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

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

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

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

(iv) STAKEHOLDER RELATIONSHIP COMMITTEE

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

21. 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 have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (''IICA''). In terms of section 150 of the Act read with rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two (2) years from the date of inclusion of their names in the data bank. All the Independent Directors except Mr. Mukesh Kasana were exempt for the requirement of undertaking online proficiency self-assessment test, therefore, are not required to pass the online proficiency selfassessment test.

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.

The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Companies Act, 2013.

None of the Directors of the Company are related inter-se, in terms of Section 2(77) of the Act including Rules there under.

22. DIRECTORS & KEY MANAGERIAL PERSONNEL

i) Resignation of Mr. Naveen Kumar from the post of Directorship

The Directors regret to inform about the resignation of Mr. Naveen Kumar, Non-Executive-Independent Director of the Company on 31st January, 2023. The Directors record their very sincere appreciation of the valuable services rendered by his during his tenure.

ii) Resignation of Mr. Vikas Aggarwal from the post of Company Secretary and Compliance Officer

The Directors regret to inform about the resignation of Mr. Vikas Aggarwal form the post of Company Secretary and Compliance Officer of the Company as on 18th February, 2023. The Directors record their very sincere appreciation of the valuable services rendered by his during her long tenure. The Board of Directors in its meeting held on August 14, 2023 approved the appointment of Mr. Vikas Aggarwal as Company Secretary and Compliance Officer w.e.f August 14, 2023.

iii) Appointment of Mr. Mukesh Kasana as Independent Director

Mr. Mukesh Kasana (DIN:10118928) has been appointed as an Additional Director in the category of Independent Director w.e.f. 14th August, 2023 and the resolution for regularization of his appointment has been proposed for five years for your approval at this AGM.

iv) 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. Vimal Anand (DIN: 00951380) 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. Vimal Anand are provided in the Notice of 41st Annual General Meeting.

The Board recommends his re

appointment.

viii) Woman Director

In terms of Section 149 of the Companies Act, 2013 read with Companies

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

23. EVALUATION OF THE BOARD''S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 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.

A Separate meeting of the independent directors (''Annual Independent Director meeting) was convened, 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 Chairman.

24. 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.

25. LOAN FROM DIRECTOR

The members are informed that during the year the Company has repaid an amount of '' 3.40/-

Crores (Rupees Three Crore Forty Lakhs only) to Mrs. Prem Anand. The members are further informed that after repayment an aggregating to '' 6.32/- Crores (Rupees Six Crore Thirty Two Lakhs Only) unsecured loan from Mrs. Prem Anand, Director of the Company lying as on March 31, 2023.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year ended March 31, 2023, the Company has received approval from Hon''ble National Company Law Tribunal, Delhi Bench at Delhi on Comprehensive scheme of Amalgamation of APIS Natural Products Private Limited (''APIS Natural'') and Modern Herbals Private Limited (''Modern Herbals'') with APIS India Limited (herein after referred to ''APIS India'' or the ''Company''), and their respective shareholders and creditors (hereinafter referred to as the ''Scheme''), under Sections 230 to 232 read with Section 66 and other applicable provisions, if any, of the Companies Act, 2013, including any statutory modification(s) thereto or re-enactment(s) thereof, placed before them vide its order dated 16th January, 2023

The Company has also received the Listing and trading approval from BSE Ltd vide its letter no. DCs/aMAL/TL/R37/2847/2023-24 dated July 26, 2023 and DCS/AMAL/TL/2864/2023-24 dated August 08, 2023 for securities allotted to the transferor companies in pursuant to the scheme of Amalgamation approved by the Hon''ble NCLT Delhi Bench at Delhi vide its order dated January 16, 2023.

Except above, there were no other significant and material orders was passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations.

27. CORPORATE GOVERNANCE

As per the requirement of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 executed with the Stock Exchange(s), 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 is also annexed.

28. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report is annexed and forms part of this Report.

29. SEXUAL HARASSMENT 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.

The Company has also constituted an internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

There were no complaint received from any employee during the financial year 2022-2023 and hence no complaint is outstanding as on March 31, 2023.

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

30. 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.

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

31. 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), Amendment Rules, 2016, 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.

32. 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.

33. MATERIAL CHANGES AND

COMMITMENTS AFFECTING THE

FINANCIAL POSITION OF THE

COMPANY

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.

34. BUY BACK OF SECURITIES

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

35. SWEAT EQUITY

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

36. BONUS SHARES

No Bonus shares were issued during the year under review.

37. EMPLOYEE STOCK OPTION SCHEME

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

38. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

39. SECRETARIAL STANDARDS

As on March 31, 2023 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.

40. 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.

41. 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 a nd 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, 2023 Managing Director Director & Chairperson

DIN: 00951321 DIN: 00951873

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting 32nd Director''s Report along with the Management Discussion and Analysis Report and the Statements of Audited Accounts for the Financial Year ended March 31, 2014.

1. CORPORATE OVERVIEW:

Apis India Limited is a leading honey processor in India and Master Franchisee of USA Pretzel chain Wetzel''s Pretzels and is currently having its corporate headquarter in Delhi with manufacturing plant in Roorkee, Uttrakhand.

Your company prepares it financial statements in compliance with Companies Act, 1956 and Accounting Standards, as applicable. The estimates and judgments relating to the financial statements are made on a prudent and reasonable basis, so as to reflect in a true and fair manner. The form and substance of transactions are reasonably present your company''s state of affairs, profits and cash flow for the year ended March 31, 2014.

2. FINANCE AND ACCOUNTS:

The financial statements of your company for the year ended March 31, 2014 have been prepared in accordance with revised schedule VI and accordingly, the previous year figures have been regrouped/recast wherever necessary.

3. FINANCIAL PERFORMANCE:

The financial highlights of the company for the year ended March 31, 2014 are given below:

(Amount in Rs. Lacs)

Particulars March 31, 2014 March 31, 2013

Net Sales/Income from Operations 10,203.66 7,700.96

Other Income 12.21 0.88

Less: Interest & Finance Charges 391.54 239.43

Less: Depreciation 57.80 49.68

Profit before Tax 990.68 666.39

Provision for Tax including the MAT Credit (Netted off) during the year 85.84 47.94

Profit after Tax 904.84 618.46

Add: Balance in Profit & Loss Account 711.30 109.12

Amount Available for Appropriation 1,616.14 727.58

Appropriations:

Dividend on Preference Shares 14.00 14.00

Tax on Dividend 2.38 2.27

Reserves excluding revaluation reserves (Closing Balance) 1,599.76 711.31

4. FINANCIAL REVIEW:

TURNOVER

There has been increase in revenue during the period under review. This year, it has been able to achieve the Net Sales of Rs. 9,878.51 lakhs compare to previous year Rs. 7,405.06 lakhs including revenues from food division. The other Operating Revenue has also been increased to Rs. 325.15 lakhs (previous year 295.90 lakhs). The overall growth comes at outstanding 32.50%.

The Other Income which comprises of Interest Income and other miscellaneous income has been increased to Rs. 12.21 lakhs as compared to the last year which was Rs. 0.88 lakhs.

The company''s export has been increased to Rs. 6,999.12 lakhs from Rs. 4,709.37 lakhs during the year under review achieving a growth of 49%.

PROFITABILITY AND EARNING PER SHARE

The Operating Profit (Earnings before interest, tax and depreciation) increased by 144% (approx.) to Rs. 1,440.03 lakhs as compared to Rs. 955.50 lakhs in the previous year.

During the year, company''s net profit after tax has been increased to Rs. 904.84 lakhs as compared to Rs. 618.46 lakhs in the previous year.

Earnings per share were Rs. 16.42 as compared to Rs. 11.22 in the previous year.

TRANSFER TO RESERVES

Your company proposes to transfer 904.84 lakhs to Reserve and Surplus account of the balance sheet. This increases the amount of closing balance of the Reserves and Surplus comes to Rs. 1,600.46 lakhs (previous year Rs. 712.01 lakhs) after paying the dividend on Preference Shares.

DIVIDEND

Considering the expansion plans of the company, the Board of Directors are unable to recommend any dividend for the financial year ending March 31, 2014 on the Equity Shares of the company.

However, the company has proposed dividend on 4% Preference Shares of the company @ 4% amounting to Rs. 4/- per share. The dividend pay-out amount on preference shares aggregating to Rs. 14.00 lakhs (previous year Rs. 14.00 lakhs). The dividend distribution tax on the recommended dividend amounts to Rs. 2.38 lakhs (previous year Rs. 2.27 lakhs).

5. OPERATIONS REVIEW:

The honey is collected from the beekeepers in the fields and after processing the same ends up in sophisticated export and domestic market where the norms are very stringent regarding honey being a food product.

6. EXPORTS

The continued thrust on export activities and quality of products manufactured by the company has resulted in an phenomenal increase in direct exports from Rs. 4,709.37 lakhs in previous year to Rs. 6,999.12 lakhs in current year showing an increase of about 49% (approx.).

7. FOOD DIVISION

The food division of the company is also achieving growth at a rapid pace. As on 31st March 2014, the company was running total four stores across India, one in Delhi, two at Bangalore and one at Pune and signed up for the territory franchisee for Delhi/NCR and one individual franchisee each in Hyderabad and Bangalore.

Store Position

Serial No. City Current No. of Stores

1. New Delhi and Gurgaon 1

2. Bangalore 2

3. Hyderabad NIL

4. Pune 1

Total 4

8. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis Report is presented in a separate section, which forms part of this Director''s Report.

9. EXPANSION/NEW PROJECT

A. NEW PROCESSING PLANT - ROORKEE

The company had decided to open one more plant at Khasra No. 72, Village Makhiyali, Dundi Pargana, Peerpura Road, Near Hyundai Showroom, Roorkee, Uttarakhand-247667 nearby to existing plant. Lease agreement for the plant being already entered in respect of land. The civil construction has already been started at the site.

Commercial production at the new unit is expected to be started in March 2015.

This will enhance the company''s strength and ability to handle the growing market demand which is on increasing pace every year.

10. SUBSIDIARY COMPANY:

The Company has no subsidiary as on date.

11. CREDIT RATING:

CRISIL Limited is one of the most experienced and leading credit rating agencies in the country today. The grading services offered by CRISIL employ pioneering concepts and methodologies.

CRISIL has assigned rating of CRISIL BB (Double B ) for Long term Bank Facilities and CRISIL A4 (A Four ) for short term Facilities during the previous financial year.

12. LISTING:

The Equity Shares of your company are listed with Bombay Stock Exchange (BSE) Limited.

13. PARTICULARS OF EMPLOYEES:

Pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, names and other particulars of employees are required to be attached to this report.

However as per Section 219(1)(b)(iv) of the Companies Act, 1956, the report and annual accounts of your company sent to the shareholders do not contain the said annexure. Any member desirous of obtaining a copy of said annexure may write to your Company Secretary at the registered office of the company.

14. INSURANCE:

All the properties of the company including plants & machinery, stocks, building, etc. are adequately insured and protected against various risk.

15. DEPOSITS

The company has not accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

16. DIRECTORS:

Mr. Karan Ahooja and Mrs. Sunita Chaddha, Directors, retire by rotation at the forthcoming Annual General Meeting on September 26, 2014 and being eligible, offer themselves for re-appointment. The brief resume of the directors are given in the notes appended with the Notice of Annual General Meeting.

Your Directors recommended to pass the resolutions related to the re-appointment of Mr. Karan Ahooja & Mrs. Sunita Chaddha as Directors of your company.

17. AUDITORS:

M/s Sudhir Agarwal & Associates, Chartered Accountants, New Delhi, holds office as a Statutory Auditor until the conclusion of forthcoming Annual General Meeting of the company and are eligible for re-appointment to audit the accounts of the company.

The company has received a requisite certificate, pursuant to Section 224 (1B) of the Companies Act, 1956 from M/s Sudhir Agarwal & Associates, Chartered Accountants, Statutory Auditor of the company regarding their eligibility for re-appointment as an Auditor of the company.

18. AUDITORS REMARKS:

The Auditor''s Report along with Notes on Financial Statements are self-explanatory and do not call for any further comments.

19. CORPORATE GOVERNANCE:

The company is committed to maintain the highest standards of corporate governance. Your company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges. As a listed company, necessary measures are taken to comply with the Listing Agreement with the Stock Exchanges.

A separate section on corporate governance forming part of the Directors'' Report and the certificate confirming on corporate governance for the year ended March 31, 2014 from M/s Umesh Kumar & Associates, Company Secretaries, New Delhi is attached hereto and forms part of this Annual Report as Annexure ''B''.

20. COST AUDITORS

Pursuant to the Ministry of Corporate Affairs Order vide F. No. 52/26/CAB-2010 dated January 24 2012 and as per provision of Section 233B of the Companies Act, 1956, your company requires to get the cost records audited relating to the honey division from the financial year commencing April 1, 2013. The Central Government approved the appointment of M/s D A & ASSOCIATES, Cost Accountants, New Delhi, as a Cost Auditors of the company to audit the cost accounts maintained by the company for the Financial Year 2013 - 2014.

21. CODE OF CONDUCT

The code of conduct laid down by the Board is in operation in the company. All Board members and senior management personnel have affirmed the compliance with the code. The declaration to this effect is enclosed to the corporate governance report.

22. FIXED DEPOSITS

Your company has not raised any public deposits during the period under review within the meaning of Section 58A of the Companies Act, 1956. There was no public deposit outstanding as at the beginning or at the end of the period.

23. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, in relation to financial statements for the Financial Year ending March 31st 2014, the Board of Directors report that:-

a) In the preparation of the annual accounts for the period ended March 31, 2014, the applicable accounting standards have been followed;

b) The Directors had 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 March 31, 2014 and of the profit of the company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding of the assets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the period ended on March 31, 2014 on a going concern basis.

24. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The particulars as prescribed under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988 are given as an Annexure to this Report.

25. FOREIGN EXCHANGE EARNING AND OUTGO

Details of expenditure and earning in foreign currencies are given as an annexure to this report.

26. ACKNOWLEDGEMENT & APPRECIATION:

Your company wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, solidarity, and support your company''s achievements would not have been possible.

Your Directors would like to thank all its shareholders, bankers and various other statutory authorities for the faith reposed and supporting in endeavor of the company.

Last but not the least, the Board is extremely thankful to all the domestic and overseas customers who have been a source of strength in our growth progress and we would like to express our gratitude to them.

For and on behalf of the Board of Directors

Place: New Delhi Vimal Anand Amit Anand Date: September 1, 2014 (Managing Director) (Jt. Managing Director)

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Mar 31, 2010

The Directors have pleasure in presenting Directors Report along with the Management Discussion and Analysis Report and the Statements of Accounts for the year ended March 31, 2010.

COMPANYS PERFORMANCE

The Financial highlights of the Company for the year ended 31.03.2010 are given below: -

(Amount in Rs.) Particulars 31.03.2010 31.03.2009

Net Sales/Income from Operations 57,90,23,675 56,29,73,586

Other Income 10,75,024 4,05,540

Interest & Finance Charges 97,31,700 1,37,17,363

Depreciation 9,07,896 8,01,612

Profit before Tax 1,55,25,849 1,87,37,360

Provision for Tax 31,24,904 24,40,733

Profit after Tax 1,24,00,945 1,62,96,627

Amount to be Carried Forward to the Balance Sheet (61,01,156) (1,85,02,101)

Paid up Equity Share Capital (Face Value of Rs.10/- each) 24,90,000 24,90,000

Reserves excluding revaluation reserves NIL NIL

Basic and diluted EPS (in Rs not annualized) 49.80 65.45

Dividend

Considering the future expansion plans of the Company, the Board of Directors does not recommend any dividend for the financial year ending March 31, 2010 on the equity shareholders of the Company.

PERFORMANCE REVIEW

There has been increase in revenue during the period under review. This year it has been able to achieve the net sales of Rs. 5970.23 Lakhs compare to previous year Rs.5629.73 Lakhs and other income has increased to Rs.10.75 Lakhs as compare to last year Rs. 4.05 lakhs. This year the Net Profit (after tax) of the Company was decreased to Rs. 124.00 lakhs as against profit of the previous year of Rs. 162.96 Lakhs. The balance of loss to be carried forward to the balance sheet has declined to Rs. 61.01 lakhs as against Rs. 185.02 lakhs of the last year.

ALLOTMENT

During the year the Company has made an allotment of 3,16,085 Equity Shares of Rs. 10 each to persons belonging to the Promoter group and 7,37,533 Equity Shares of Rs. 10 each to persons belonging to the Non - Promoter group. This allotment was made pursuant to the shareholders resolution passed in the Extra-ordinary General meeting dated May 19, 2010.

The resolution passed by the company with reference to the Preferential Allotment in its last Annual General Meeting held on September 29, 2009 and in its Extra-ordinary General meeting held on December 9, 2009 was not acted upon by the company due to technical reasons.

PARTICULARS OF EMPLOYEES

No information regarding particulars of Employees required to be reported under Section 217(2A) of the Companies Act, 1956 is provided since none of the Employees of the Company is drawing remuneration in excess of the limits prescribed therein.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Requisite information is given in the statements placed at Annexure "A".

INSURANCE

All the properties of the Company including Plants & Machinery, Stocks etc. have been adequately insured.

MATERIAL CHANGES AFTER BALANCE SHEET DATE

Redemption of 4% Preference Shares of the Company

During the year the rights attached to 3,66,433 4% Preference Shares of the Company were altered so as to make such shares Redeemable. Such shares were redeemed during the year.

Issue of Shares

The details regarding increase in share capital during and after the close of financial year are provided under the head of allotment above.

DEPOSITS

The Company has not accepted any Deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

DIRECTORS

Mr. Shrinidhi Vats and Mr. Karan Ahooja, Directors, Retire by Rotation at the forthcoming Annual General Meeting on September 30, 2010 and being eligible, offer themselves for re-appointment.

AUDITORS

The Company has received a requisite certificate pursuant to Section 224(IB) of the Companies Act 1956 from M/s Arora Rajesh & Associate, Chartered Accountants, Statutory Auditors of the Company regarding their eligibility for re-appointment as Auditors, who retire at the Annual General Meeting on September 30, 2010 and are eligible for re-appointment.

BOARD REPLY TO AUDITORS REMARKS

The Auditors have put certain remarks to which the management has put forward the following below mentioned replies;

With reference to the remark mentioned clause 1(a) and (b) to the annexure to the auditor report the Board believes that the due to takeover of the Proprietorship firm by the Company the fixed assets records of the Company are in the phase of updation. Further for the remark mentioned in Clause 3 (a) & (b) the Board believes that the same was in the best interest of the Company and not prejudicial to the interest of the Company.

CORPORATE GOVERNANCE

A separate Section on Corporate Governance forming part of the Directors Report and the Certificate confirming on Corporate Governance for the year ended March 31, 2010 from AMJ & Associates, Company Secretaries, Delhi is attached hereto and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, in relation to financial statements for the Financial Year ending March 31st 2010, the Board of Directors report that: -

a) In the preparation of the annual accounts, the applicable accounting standards had been followed;

b) The Directors had 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 of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

We would like to thank all our Shareholders, Government, Bankers and various other Statutory Authorities for the faith reposed in us and in supporting us in our endeavor.

Last but not the least, the Board is extremely thankful to all the Customers who have been a source of strength in our growth progress and we would like to express our gratitude to them.

For Apis India Limited

Place : New Delhi Vimal Anand Amit Anand

Date : September 3, 2010 Managing Director Whole time Director

(DIN No. - 00951380) (DIN NO. - 00951321)

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Mar 31, 2009

The Directors are pleased to present Directors Report along with the Management Discussion and Analysis Report and the Statements of Accounts for the year ended March 31, 2009.

COMPANYS PERFORMANCE

The Financial highlights of the Company are given below: -

(Amount in Rs.)

Particulars 31.03.2009 31.03.2008

Net Sales/Income from Operations 56,29,73,586 13,54,25,133

Other Income 4,05,540 3,85,885

Interest & Finance Charges 1,37,17,363 16,94,104

Depreciation 8,01,612 69,618

Profit before Tax 1,87,37,360 54,86,207

Provision for Tax 24,40,733 6,73,652

Profit after Tax 1,62,96,627 48,12,555

Paid up Equity Share Capital(Face Value of Rs.10/- each) 24,90,000 24,90,000

Reserves excluding revaluation reserves Nil Nil

Basic and diluted EPS (in Rs not annualized) 65.45 19.33

Dividend

Considering the future expansion plans of the Company, the Board of Directors does not recommend any dividend for the financial year ending March 31, 2009 on the equity shareholders of the Company. However, the Company has proposed dividend @ 4% on the 4% Preference Shares of the Company amounting to Rs. 4 per share.

PERFORMANCE REVIEW

There has been tremendous increase in revenue during the period under review. The Company became operational last year. This year it has been able to achieve the net sales of Rs. 5629.73 Lakhs compare to previous year Rs. 1354.25 Lakhs and other income has increased to Rs.4.05 Lakhs as compare to last year Rs.3.85 lakhs. The Company has been able to earn a Net Profit (after tax) of Rs. 162.96 lakhs as against profit of the. prevjo.us year for Rs. 48.12 Lakhs. The balance of loss to be carried forward to the balance sheet Has declined,to Rs. 185.02 lakhs as against 314.47 lakhs of the last year.

ALLOTMENT ;

During the year the Company has made an allotment of 350000 4% Preference Shares of Rs. 100 each to persons belonging to the promoter group. In the ensuing Annual General Meeting also the company proposes to raise capital through preferential issue of equity shares to promoters/non-promoters as per the details provided in the notice.

OPERATIONS REVIEW

The operations of the company start at the farm level and finish in USA or Europe, being the basic market of the product. The Honey is collected from the beekeepers in the fields and then the same Honey ends up in sophisticated export market where the norms are very strict being a food product.

INDUSTRY STRUCTURE AND DEVELOPMENTS

Being into the business of rearing and hiving honey bees for the purpose of generation and export of honey the Company basically carries on the business of apiculture and falls in the agricultural industry. The companies operated in an unexplored apiculture market and focused for bright growth opportunities in future.

Business prospects

Besides, the Company is continuously focusing at identifying further avenues for the growth and development of the business of the Company and taking steps for expending its business at identified business locations.

OUTLOOK

The Company is looking forward to explore the honey market as a whole and even aims at business expansion and exploration of unhidden areas of work by infusing funds through Preferential Allotment.

The Company is making extreme efforts to achieve revocation of suspension of trade on the equity shares of the Company and has filed an application with the Bombay Stock Exchange in that respect. The Company aims at creation of better worth of money for its stake holders.

STRENGTH

Core competency in the unexplored market segment and huge growth prospects in honey and honey related products marks the strength of the Companys product.

RISK AND CONCERNS

Due to the extreme and unexpected weather now days, somewhere of draught and sometimes floods, the production of Honey might get affected. Similarly due to global recession, the demand of Honey might also drop in export markets.

The suspension of the trading activity of the companys shares with the Bombay Stock Exchange has left the Companys shareholders without any platform to trade. This marks one concern for the equity shareholders of the Company. The Company is making best possible efforts to get revocation on the suspension of trade on the companys shares in order to provide the shareholders the trading platform a^alnV f> if

SUBSIDIARY COMPANY :-

The Company has no subsidiary as on date.

INTERNAL CONTROL

The company has adequate Internal Control Systems, which provide, interalia, reasonable assurances of recording the transactions of its operations in all material respects and providing protection against misuse or loss of Company Assets.

RECOGNITION/AWARD

The company has taken over one of the proprietary unit M/S Apis India Natural Products w.e.f 21.02.08 M/S Apis India Natural Products was the unit dealing in Honey in domestic & export market & the unit has been awarded Bronze Trophy for Export excellence in recent three years (Annual Export Awards for FY 2003-04, 2004-05 & 2006-07) by APEDA, Ministry of Commerce, Government of India for the excellence in the export of Honey from India.

LISTING

The Equity Shares of your Company are listed with Bombay Stock Exchange Limited, however due to non fulfillment of certain listing compliances the shares of the Company have been suspended for trading therein.

INDUSTRIAL RELATIONS AND HUMAN RESOURCE MANAGEMENT

The Company is keenly concerned about the interest of its human resources in the organization and looks after their concerns in the best possible manner.

As on March 31, 2009, in all there were 47 employees on the rolls of the Company. Of these, 11 were at the Executive level and the remaining 36 in non-executive level. Apart from them, the workers have been appointed through Contractors.

Industrial relations situation in various units of the Company continued to be cordial and peaceful.

RISK MANAGEMENT

Your Company has laid down procedures to inform the Board members about the risk assessment and risk minimization procedures. Your Company promotes strong ethical values and high level of integrity in all its activities, which in itself is significant risk mitigation.

Upcoming Opportunity

The Company has recently tied up with M/s Panda -Savola Retails Division because largest supermarket in Saudi Arabia.

Threats

Due to high inflammation the cost of Packing Material has gone up tremendously. But your Company is continuously negotiating with the existing,buyers to get the requisite price hike. Other than that a Volatile dollar is always a threat for the business but we are trying to take position to secure ourselves.

SEGMENT WISE PERFORMANCE

The Company is engaged in the production and distribution of honey and honey related products, hence there is not business segmentation in the company.

The only and primary segmentation of the Company is made on the basis of the geographical location of its customers the details of which are provided in the chart given below.-

S. No Particulars Year Ended 31st March 2009 Rs. In Lakhs

1 Segment Revenue

a. Segment - Sale (Export) 2925.94

b. Segment - Sale (Indigenous) 2707.88

Total Net Sales from operation 5633.82

2 Segment Results (Profit (+) / Loss (-) before Tax)

a. Segment - Sale (Export) Profit Before Expenses 731.08

Less: Allocable Expenses 373.17

Profit After Allocable Expenses 357.91

b. Segment - Sale (Indigenous) Profit Before Expenses 114.23

Less: Allocable Expenses 12.29

Profit After Allocable Expenses 101.94

Profit Before Unallocable Expenses (a + b) 459.85

Less: Unallocable Expenses 272.48

Profit before Tax 187.37

PARTICULARS OF EMPLOYEES

No information regarding particulars of Employees required to be reported under Section 217(2A) of the Companies Act, 1956 is provided since none of the Employees of the Company is drawing remuneration in excess of the limits prescribed therein.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Requisite information is given in the statements placed at Annexure "A".

INSURANCE

All the properties of the Company including Plants fit Machinery, Stocks etc. have been adequately insured, ^y a

MATERIAL CHANGES AFTER BALANCE SHEET DATE

Issue of/Shares

The Company has not issued any share capital during the year. However, the Company has during the period, on August 10/2009 held the General Meeting of the 4% Preference Share holders of the Company in which the Company has provided the Preference Shareholders with the option to vary the rights of conversation attached to the preference shares held in the Company. Ms. Prem Anand, holder of 366433 Preference Shares of Rs. 100/- each has exercised the option while the other two Preference Shareholders have not exercised the option.

Hence, the Company during the ensuing Annual General Meeting proposes the approval of Preferential Allotment to Non-promoter and to the Promoters for conversion of Preference Shares held by Ms. Prem Anand by the equity shareholders of the Company.

For the purpose the Authorized share capital is proposed to be reclassified and increased and subsequent to the approval of Preferential allotment by equity shareholders the paid up equity share capital.of the Company will reach upto Rs.54,837,580.

DEPOSITS

The Company has not accepted any Deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

DIRECTORS

Shri. Sushil Gupta and Shri Bhram Dewan, Directors, Retire by Rotation at the forthcoming Annual General Meeting on September 29, 2009 and being eligible, offer themselves for re-appointment.

During the year Mr. Karan Ahooja has been appointed as the additional Directors of the Company who hold the office till the ensuing Annual General Meeting of the company. Notice under Section 257 of the Companies Act, 1956 has been received from the members of the Company proposing their appointment as the Director of the Company.

Further Mr. Salil Dhody, Mr. Gajender Dhody and Mr. Deepak Chaudhary, Directors have resigned from the Directorship of the Company till the date of signing this Directors Report.

AUDITORS

The Company has received a requisite certificate pursuant to Section 224(IB) of the Companies Act 1956 from M/s Arora Rajesh & Associate, Chartered Accountants, Statutory Auditors of the Company regarding their eligibility for re-appointment as Auditors, who retire at the Annual General Meeting on September 29, 2009 and are eligible for re-appointment.

BOARD REPLY TO AUDITORS REMARKS

The Auditors have put certain remarks to which the management has put forward the following below mentioned replies;

With reference to the remark mentioned clause 1 (a)and (b) to the annexure to the auditor report the auditor report the Board believes that the due to takeover of the Proprietorship firm by the Company the fixed assets records of the Company are in the phase of updation. Further for the remark mentioned in Clause 3 (a) & (p)"the Board believes that the same was in the best interest of the Company and not prejudicial to the interest of the Company.

CORPORATE GOVERNANCE

A separate Section on Corporate Governance forming part of the Directors Report and the Certificate confirming on Corporate Governance for the year ended March 31, 2009 from AMJ & Associates, Company Secretaries, Delhi is attached hereto and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, in relation to financial statements for the

Financial Year ending March 31st 2009, the Board of Directors report that: -

a) In the preparation of the annual accounts, the applicable accounting standards had been followed;

b) The Directors had 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 of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis.

CAUTIONARY STATEMENT

Statement in this report describing the Companys objectives, projections, estimates and expectations may be forward looking statements within the meaning of applicable laws and regulations. Although we believe our expectations are based on reasonable assumptions, these forward-looking statements may be influenced by numerous risks and uncertainties that could cause actual outcomes and results to be materially different from those expressed or implied.

ACKNOWLEDGEMENT

We would like to thank all our Shareholders, Government, Bankers and various other Statutory Authorities for the faith reposed in us and in supporting us in our endeavor.

Last but not the least, the Board is extremely thankful to all the Customers who have been a source of strength in our growth progress and we would like to express our gratitude to them.

For Apis India Limited

Place: New Delhi Vimal Anand Amit Anand

Date : 29.08.2009 Managing Director Whole time Director