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A Oneindia Venture

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Nifty 25,966.40 +0.58%

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Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Gujarat Apollo Industries Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Thirty-Eighth Annual Report for the year ended on 31^st March, 2025.
FINANCIAL PERFORMANCE:

	FY 2024-25	FY 2023-24
Revenue from Operations	2,006.72	3,831.33
Add: Other Income	1,419.82	1,259.80
Total Revenue	3,426.53	5,091.13
Total Expenditure	2,787.24	4,422.82
Earnings before Interest, Tax, Depreciation & Amortization	639.29	668.31
Less:Finance Cost	111.73	105.80
Less: Depreciation and Amortization Expenses	182.13	194.53
Profit before exceptional items & tax	345.44	367.98
Exceptional Items	-	-
Profit before tax	345.44	367.98
Tax Expense	183.03	35.06
Profit After Tax	162.41	332.92
Add:Profit& Loss Account Balance B/F	9,773.46	9,681.24
Amount available for Appropriations	9,935.87	10,014.16

OPERATIONAL REVIEW:

Standalone

Your Company took several initiatives during the last financial year that helped in achieving and consolidating growth
in production and sales volumes. Your company tried to increase the sales in the product being manufactured and
marketed in-house.

During the year under review, the Company had a standalone revenue from operations of Rs. 2,006.72 Lakhs
(previous year Rs. 3,831.33 Lakhs). Total earnings before depreciation and finance cost were Rs. 639.29 Lakhs
against 668.31 Lakhs in the previous year. The Company''s Profit before exceptional items and tax was Rs. 345.44
Lakhs which was Rs. 367.98 Lakhs in the Previous Year. The Company had Net Profit of Rs. 162.41 Lakhs during the
current year (Previous year Profit Rs. 332.92 Lakhs). TheBasic and Diluted EPS of the Company for FY 2024-25 is
Rs. 1.38 and Rs. 1.38 respectively.

Consolidated

During the year under review, the Company consolidated revenue of Rs. 4,154.95 Lakhs (previous year Rs. 5,706.85
Lakhs). The Company''s Consolidated net profit after tax stood at Rs. 147.07 Lakhs (Previous year Rs. 1,132.58Lakhs).

For detailed analysis of the performance, please refer to the Management''s Discussion and Analysis Section of the
Annual Report.

AMOUNT TRANSFERRED TO RESERVES IF ANY:

No amount was transferred to reserves during the year under review.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 2/- per share i.e. 20% on the face value of Rs. 10/- per
share on Equity Shares of the Company as on the record date fixed by the Board i.e. Tuesday, 23^rd September, 2025.

CHANGE IN NATURE OF BUSINESS:

No change in the nature of Business of the Company during the year under review.

DEPOSITS:

During the year under review, the Company has not accepted/ renewed deposit from public/ shareholders as per the
applicable provisions of the Companies Act, 2013 and Companies (acceptance of Deposits) Rules, 2014. There is no
overdue deposit as on 31^st March, 2025.

CONSOLIDATED ACCOUNTS:

As required under the Listing Regulations entered into with the Stock Exchanges, a consolidated financial statement
of the Company and all its subsidiaries is attached. The audited consolidated financial statements received from
subsidiaries as approved by their respective Board of Directors have been prepared in accordance with Accounting
Standards- 21 (AS - 21) read with AS-23 on the Accounting for investment in Associates and AS - 27 on financial
reporting of interests in Joint Ventures.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES:-

The Company has following Subsidiaries and Associate companies:

Sr.No	Name of the Subsidiary/JV/Associate	Nature	Business
1.	AEML Investments Limited (Formerly known as Apollo Earthmovers Limited)	Subsidiary	Equipment Manufacturing and Investment
2.	Apollo FBC Crushing Equipments Limited	Subsidiary	Equipment Manufacturing
3.	PFH Agri Equipment India Private Limited	Associate	Agriculture and construction Equipment Manufacturing

Further, a statement containing salient features of the financial statements of our subsidiaries in the prescribed format
AOC-1 is appended as âAnnexure-Aâ to the Board''s Report. The statement also provides the details of performances,
financial position of each of the subsidiaries.

The Company does not have any Joint Venture.

CORPORATE GOVERNANCE:-

A separate report on Corporate Governance Compliance as stipulated in Regulation 34 (3) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) forms part of the Director''s Report.

AUDIT COMMITTEE:-

The Company has in place an Audit Committee in terms of requirements of the Act read with rules framed thereunder
and Listing Regulations. The details relating to the Composition, Meetings and attendance of members of Audit
Committee are given in the Corporate Governance Report forming part of this report. The recommendations of Audit
Committee were duly accepted by the Board of Directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per Listing Regulations, the Management Discussion and Analysis, is appended to this report.

DIRECTORS AND KEY MANAGERIAL PEROSNNEL:-

1. Resignation / Cessation

During the year under review, Mr. Navinchandra V. Shah and Mr. Naman Madhav Patel, Non-Executive
Independent Directors of the Company ceased w.e.f. 22^nd September, 2024 and 31^st March, 2025 respectively
due to their retirement.

Mrs. Nayna Asit Patel has also resigned a Director of the Company w.e.f. 14.08.2024.

The Board appreciates the valuable contributions made by them during their entire tenure as a Director of the
Company.

During the year under review, none of the KMPs resigned from the Company.

2. Appointments

During the year under review following Directors were appointed:

- Mr. Jaimin Jagdishbhai Shah was appointed as an Additional Independent Director of the Company w.e.f.
14.08.2024

- His appointment was regularized and confirmed by Shareholders of the company in the previous Annual
General Meeting held on 30.09.2024.

- Mr. Arjun Asit Patel was also appointed as an Additional Director w.e.f. 14.08.2024.

- He was appointed as a Whole-time Director w.e.f. 14.08.2024.

- His appointment as Director and Whole-time Director were confirmed by the members of the Company at the
previous Annual General Meeting held on 30.09.2024.

- Mr. HitendrakumarMadhavlal Patel was appointed as an Independent Director of the Company w.e.f. 31^stMarch, 2025.

- His appointment was regularized and confirmed by the Shareholders of the Company by passing special
resolution in the Extra Ordinary General Meeting of Company held on 28.06.2025.

During the year under review, none of the KMPs was appointed.

3. Retirement by Rotation

At the ensuing Annual General Meeting Mr. Arjun Asit Patel who retires by rotation and being eligible offers himself
for re-appointment.

There being no other changes in Directorship or KMPs of the Company during the year under review.

The details of Directors seeking appointment, re-appointment at the ensuing Annual General Meeting has been
provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

DIRECTORâS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 (âActâ), and based on the representations
received from the operating management, the Directors hereby confirm:

- that in the preparation of Annual Accounts, the applicable Accounting Standards had been followed and that no
material departures have been made from the same.

- that they 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 or loss of the Company for that period.

- that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.

- that they had prepared the Annual Accounts on a going concern basis.

- that the Company had adequate internal systems and controls in place to ensure compliance of laws applicable to
the Company.

- 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.

DECLARATION BY INDEPENDENT DIRECTORS:-

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section
149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status
as independent director during the year.

BOARD MEETINGS:-

The Board of Directors duly met 7 (Seven) times respectively on 30.05.2024, 14.08.2024, 28.08.2024, 14.11.2024,
22.01.2025, 13.02.2025 and 31.03.2025 in respect of which meetings proper notices were given and the proceedings
were properly recorded and signed. The details of the Board Meetings and the attendance of the Directors are
provided in the Corporate Governance Report attached hereto which forms part of this Report.

BOARD EVALUATION:-

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board that of its committees
and individual Directors.Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent
Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with
the Nomination & Remuneration Committee to lay down the evaluation criteria for the performance of Executive/ Non-
Executive/ Independent Directors.

The evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and
framework adopted by the Board and results of the evaluation is satisfactory and adequate and meets the requirements.
The Board approved the evaluation results as collated by the Nomination & Remuneration Committee.

DETAILS OF COMMITTEE OF DIRECTORS:

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stake
Holders Relationship/ Grievances Committee of Directors, number of meetings held of each Committee during the
Financial year 2024-25 and meetings attended by each member of the Committee as required under the Companies
Act, 2013 are provided in Corporate Governance Report and forming part of the report.

REMUNERATION POLICY:-

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other
applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company''s policy on appointment
and remuneration of Directors and Key Managerial Personnel which was approved and adopted by the Board of
Directors in its Meeting held on May 30, 2014. The same was reconstituted on 30^th June, 2020 and subsequently on
31^st March, 2025. The Remuneration Policy is stated in the Corporate Governance Report. The weblink for the
Remuneration policy is http://apollo.co.in/invester-zone.php

CONSERVATION OF ENERGY, TECHNOLOGY ABRORPTION AND FOREIGN EXCHANGE EARNING AND
OUTGO:-

The particulars regarding conservation of energy, technology absorption and Foreign Exchange earnings and outgo
pursuant to 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
annexed herewith as âAnnexure Bâ.

ANNUAL RETURN:-

Annual Return in pursuance to Section 92(3) of the Companies Act, 2013 for the financial year 2024-25 is placed on
the website of the Company and the same can be accessed through web link http://apollo.co.in/invester-zone.php

VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner
by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has
adopted a Vigil Mechanism/Whistle Blower Policy. This policy is explained in corporate governance report and also
posted on the website of company and the weblink of the same is http://www.apollo.co.in

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment of Women at Workplace in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and Rules framed thereunder and Internal Complaints Committee has also been set up to redress complaints regarding
sexual harassment. During the year, no complaint with allegations of sexual harassment was received by the Company.

CORPORATE SOCIAL RESPONSIBILITY:-

During the year under review, the provisions of Corporate Social Responsibility were not applicable to the Company
and accordingly company was not required to spend any amount towards CSR Policy. However, Company has
constituted CSR Committee and adopted CSR Policy therefore the brief outline of the Company''s CSR policy, including
overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and
projects or programs is available on the Company''s website www.apollo.co.in for reference. Further the details of
composition of CSR Committee and it''s meetings and attendance of members are mentioned in the Corporate
Governance report. As the provisions of CSR were not applicable to the Company during the year therefore the annual
report on CSR activities is not attached with this report.

STATUTORY AUDITORS:-

M/s. MAAK & Associates (FRN:135024W), Chartered Accountants, Ahmedabad, were appointed as statutory auditors
of the Company for a period of 5 (Five) years i.e. from the conclusion of 36th AGM held in the year 2023 till the
conclusion of 41 st AGM to be held in the year 2028. Hence, they shall continue as such till the end of their period of
appointment.

COMMENTS ON AUDITORSâ REPORT:-

There is no adverse comment in the Auditors'' Report which requires any further explanation.

SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ashish Shah & Associates, a
firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2024-2025. The
Secretarial Audit Report is appended to this report as âAnnexure Câ.

COMMENTS ON SECRETARIAL AUDITORSâ REPORT AND REPLY OF DIRECTORS:-

Company has made delay of 5 Minutes while submitting the application for availing In-Principle approval with National
Stock Exchange of India (NSE) for which NSE has issued advisory letter to remain careful in future and exercise due
diligence.

Reply to the comment :

The Company has made sincere efforts to file the applicationfor availing In-Principle approval with NSE on time but due
to some technical difficulties, it got delayed. There was no malafide intentions behind the delay.

There is no other adverse comment in the Auditors'' Report which requires any further explanation.

COST AUDITORS AND COST RECORD:-

Your Company was not required to appoint a cost auditor of the Company for FY 2024-2025. The Company has
maintained the cost records as per the provisions of Section 148 of the Companies Act, 2013 and the rules made
thereunder.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

No guarantees were given. Details of Loans, Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements. (Refer Note No. 4,9,14,38)

PARTICULARS OF CONTRACTS OR ARRANGEMENTS RELATED PARTIES:-

During the period under review there were transactions with related parties as defined under Section 188 of the
Companies Act, 2013. Details of the same are annexed in âAnnexure Dâ and forming part of this report

INTERNAL CONTROL SYSTEMS:-

The Company has an adequate system of internal control procedures which is commensurate with the size and nature
of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against
loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company
are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit
Committee of the Board of Directors.

PARTICULARS OF EMPLOYEES:-

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for
the financial year.

Sr. No	Name of the Director	Designation	Ratio to median remuneration
1	Mr. Asit A. Patel	Managing Director	22:1
2	Mr. Arjun A. Patel	Whole-Time Director	6:1

Remuneration drawn by the Managing Director includes perquisites. Mr. Arjun A. Patel has been appointed as a
Whole-Time Director w.e.f. 14.08.2024 thus it has been calculated pro-rata. The Non-executive directors are not
paid any remuneration except sitting fees for attending the meetings of the Board and / or Committees thereof
which is within the limits prescribed by the Companies Act, 2013.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer,
Company Secretary in the financial year.

Percentage Increase in Remuneration for FY 2024-2025
MD/CEO	0.21%
CFO	9.34%
CS	8.59%

Mr. Arjun A. Patel has been appointed as a Whole-Time Director w.e.f. 14.08.2024 thus previous year comparison
is not given.

c. The percentage increase in the median remuneration of employees in the financial year:- 12%

d. The number of permanent employees on the rolls of the Company: 95 Nos.

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in
the last financial year and its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for increase in the managerial
remuneration:

The Average percentile increase/decrease made in salaries of employees is 6.62% while that of KMP is 105.48%
Mr. Arjun A. Patel has been appointed as a Whole-Time Director w.e.f. 14.08.2024 thus, average increase in the
remuneration of KMP is affected significantly. The Managerial Personnel are responsible for the consolidated
performance of the Company, unlike non-managerial personnel. Thus, it is not meaningful to compare the
increase in their remuneration with that of the other employees who do not have similar responsibilities.

f. Affirmation that the remuneration is as per the remuneration policy of the company
The Company affirms remuneration as per the remuneration policy of the Company.

Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014:

a) The company does not have any employee covered under the provisions of section 197(12) of the
Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and remuneration of Managerial
Personnel) Rules, 2014.

b) The statement containing the names of top ten employees will be made available on request sent to the
Company on info@gapollo.net

RISK MANAGEMENT:-

The Company had a Risk Management Committee with defined role and responsibilities. During the year under review,
the Committee was constituted in the compliance of requirement listing regulations. The details of the same are forming
part of the Corporate Governance Report

EQUAL OPPORTUNITY EMPLOYER:-

The Company has always provided a congenial atmosphere for work to all employees that are free from discrimination
and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard
to their caste, religion, colour, marital status and sex. The Company has also framed a Policy on âPrevention of Sexual
Harassmentâ at the workplace in line with provisions of the Sexual Harassment of women at Workplace (prevention,
prohibition and redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual
harassment at workplace. All the employees are treated with dignity with a view to maintain a work environment free
from harassment whether physical, verbal or psychological. There were no cases reported under the said Policy
during the year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which
have occurred between the ends of the financial year of the Company to which the financial statements relate and the
date of the report.

COVID -19 IMPACT

The impact of COVID-19 pandemic started worldwide and lockdown was announced which had severe impact on the
business globally. This resulted in the slowdown of activities of the Company. It must be noted that the COVID-19 is
an unprecedented phenomenon faced by all and as the pandemic has not been eradicated completely; the situation is
very uncertain and has not completely stabilized.

SIGNIFICANT AND MATERIAL ORDERS

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and
company''s operations in future.

REPORTING OF FRAUD:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the
Audit Committee and/or Board under section 143(12) of Act and Rules framed thereunder.

DISCLOSURE OF ABOUT RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR:

No Commission was drawn by the Managing Director during the financial year.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

During the year under review, the Company has not made any application before the National Company Law Tribunal
under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no
pending proceeding against the Company under Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

It is not applicable to the Company, during the financial year.

MATERNITY BENEFIT COMPLIANCE:

The Company is fully compliant with the Maternity Benefit Act, 1961, ensuring all eligible employees receive maternity
benefits as prescribed. No violations were reported during the year.

INDUSTRIAL RELATIONS:-

The relationship with the workmen and staff remained cordial and harmonious during the year and management
received full cooperation from employees.

CAUTIONARY STATEMENT:-

Statements in the Boards'' Report and the Management Discussion and Analysis describing the Company''s objectives,
explanations and predictions, may be forward looking within the meaning of applicable securities laws and regulations.
Actual results may differ materially from those expressed in the statement. Important factors that could influence the
company''s operations include: global and domestic demand and supply conditions affecting selling prices, new
capacity additions, availability of critical materials and their cost, changes in government policies and tax laws,
economic development of the country, and other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the continuous support and cooperation received from
the Business Associates including vendors, customers and Banks. Your Directors greatly appreciate overwhelming
cooperation, dedication, commitment and contribution made by employees at all levels and look forward for their
continued support in future as well. Your Directors would also wish to place on record their gratitude to the shareholders
for having faith on the management of the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad Asit A. Patel Anand A. Patel

Dated : 13^th August, 2025 Managing Director Director

DIN:00093332 DIN:00002277

Mar 31, 2024

Your Directors have pleasure in presenting the Thirty-Seventh Annual Report for the year ended on 31^st March, 2024.

FINANCIAL PERFORMANCE:

('' in I akhs)

	FY 2023-24	FY 2022-23
Revenue from Operations	3,831.33	2,390.49
Add: Other Income	1,259.80	1,224.46
Total Revenue	5,091.13	3,614.95
Total Expenditure	4,422.82	3,113.84
Earnings before Interest, Tax, Depreciation & Amortization	668.31	501.11
Less:Finance Cost	105.80	107.91
Less: Depreciation and Amortization Expenses	194.53	226.82
Profit before exceptional items & tax	367.98	166.39
Exceptional Items	-	-
Profit before tax	367.98	166.39
Tax Expense	35.06	(34.69)
Profit After Tax	332.92	201.08
Add:Profit & LossAccount Balance B/F	9,681.24	9,712.38
Amount available forAppropriations	10,014.16	9,913.46

OPERATIONAL REVIEW:

Standalone

Your Company took several initiatives during the last financial year that helped in achieving and consolidating growth in production and sales volumes. Your company tried to increase the sales in the product being manufactured and marketed in-house.

During the year under review, the Company had a standalone revenue from operations of Rs. 3,831.33 Lakhs (previous year Rs. 2,390.49 Lakhs). Total earnings before depreciation and finance cost were Rs. 668.31 Lakhs against 501.11 Lakhs in the previous year. The Companyâs Profit before exceptional items and tax was Rs. 367.98 Lakhs which was Rs. 166.39 Lakhs in the Previous Year. The Company had Net Profit of Rs. 332.92 Lakhs during the current year (Previous year Profit Rs. 201.08 Lakhs). TheBasic and Diluted EPS of the Company for FY 2023-24 is Rs. 2.82 and Rs. 2.82 respectively.

Consolidated

During the year under review, the Company consolidated revenue of Rs. 5,706.85 Lakhs (previous year Rs. 7,187.43 Lakhs). The Companyâs Consolidated net profit after tax stood at Rs. 1,132.58 Lakhs (Previous year Rs. 1,247.19 Lakhs).

For detailed analysis of the performance, please refer to the Managementâs Discussion and Analysis Section of the Annual Report.

AMOUNT TRANSFERRED TO RESERVES IF ANY:

No amount was transferred to reserves during the year under review.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 2/- per share i.e. 20% on the face value of Rs. 10/- per share on Equity Shares of the Company as on the date of closure of register of members.

CHANGE IN NATURE OF BUSINESS:

No change in the nature of Business of the Company during the your ended under review.

DEPOSITS:

During the year under review, the Company has not accepted/ renewed deposit from public/ shareholders as per the applicable provisions of the Companies Act, 2013 and Companies (acceptance of Deposits) Rules, 2014. There is no overdue deposit as on 31^st March, 2024.

CONSOLIDATED ACCOUNTS:

As required under the Listing Regulations entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The audited consolidated financial statements received from subsidiaries as approved by their respective Board of Directors have been prepared in accordance with Accounting Standards- 21 (AS - 21) read with AS-23 on the Accounting for investment in Associates and AS - 27 on financial reporting of interests in Joint Ventures.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES:-

The Company has following Subsidiaries and Associate companies:

Sr.No	Name of the Subsidiary/JV/Associate	Nature	Business
1.	AEML Investments Limited (Formerly known as Apollo Earthmovers Limited)	Subsidiary	Equipment Manufacturing and Investment
2.	Apollo FBC Crushing Equipments Limited	Subsidiary	Equipment Manufacturing
3.	PFH Agri Equipment India Private Limited	Associate	Agriculture and construction Equipment Manufacturing

Further, a statement containing salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as âAnnexure-Aâ to the Boardâs Report. The statement also provides the details of performances, financial position of each of the subsidiaries.

The Company does not have any Joint Venture.

CORPORATE GOVERNANCE:-

A separate report on Corporate Governance Compliance as stipulated in Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) forms part of the Directorâs Report.

AUDIT COMMITTEE:-

The Company has in place an Audit Committee in terms of requirements of the Act read with rules framed thereunder and Listing Regulations. The details relating to the Composition, Meetings and attendance of members of Audit Committee are given in the Corporate Governance Report forming part of this report. The recommendations of Audit Committee were duly accepted by the Board of Directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per Listing Regulations, the Management Discussion and Analysis, is appended to this report.

DIRECTORS AND KEY MANAGERIAL PEROSNNEL:-

1. Resignation / Cessation

The Board in extreme grief mourned the sad, sudden and untimely demise of Shri Manibhai Virchanddas Patel, Promoter, Non-Executive, Non Independent Director of the Company, whose noble soul departed for heavenly abode on Monday, February 26, 2024.

The Board Directors placed on record its appreciation and gratitude for the tremendous service and guidance rendered by Shri Manibhai Virchanddas Patel as a Director of the Company from the time of his appointment until

his death. In his demise the Board has suffered an irreparable loss and society has lost a great humanitarian, businessman and above all a noble soul.

During the year under review, Mrs. Nayna Asit Patel, Non-Executive Director of the Company resigned w.e.f. 14^th August, 2024 due to her pre-occupation. The Board appreciates the valuable contributions made by her during her entire tenure as a Director of the Company.

During the year under review, none of the KMPs resigned from the Company.

2. Appointments

During the year under review, Mr. Arjun Asit Patel was appointed as an Executive Director of the Company w.e.f. 14^th August, 2024.

Mr. Jaimin Jagdishbhai Shah was appointed as an Independent Director of the Company w.e.f. 14^th August, 2024 During the year under review, none of the KMPs was appointed.

3. Retirement by Rotation

At the ensuing Annual General Meeting Mr. Asit A. Patel and Mr. Anand A. Patel who retires by rotation and being eligible offers themselves for re-appointment.

There being no other changes in Directorship or KMPs of the Company during the year under review.

The details of Directors seeking appointment, re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

DIRECTORâS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 (âActâ), and based on the representations received from the operating management, the Directors hereby confirm:

- that in the preparation of Annual Accounts, the applicable Accounting Standards had been followed and that no material departures have been made from the same.

- that they 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 or loss of the Company for that period.

- that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- that they had prepared the Annual Accounts on a going concern basis.

- that the Company had adequate internal systems and controls in place to ensure compliance of laws applicable to the Company.

- 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.

DECLARATION BY INDEPENDENT DIRECTORS:-

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

BOARD MEETINGS:-

The Board of Directors duly met 4 (Four) times respectively on 30.05.2023, 14.08.2023,09.11.2023 and 14.02.2024 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report attached hereto which forms part of this Report.

BOARD EVALUATION:-

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board that of its committees and individual Directors.Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination & Remuneration Committee to lay down the evaluation criteria for the performance of Executive/ Non-Executive/ Independent Directors.

The evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and framework adopted by the Board and results of the evaluation is satisfactory and adequate and meets the requirements. The Board approved the evaluation results as collated by the Nomination & Remuneration Committee.

DETAILS OF COMMITTEE OF DIRECTORS:

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stake Holders Relationship/ Grievances Committee of Directors, number of meetings held of each Committee during the Financial year 2023-24 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

REMUNERATION POLICY:-

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Companyâs policy on appointment and remuneration of Directors and Key Managerial Personnel which was approved and adopted by the Board of Directors in its Meeting held on May 30, 2014. the same was reconstituted on 30^th June, 2020. The Remuneration Policy is stated in the Corporate Governance Report. The weblink for the Remuneration policy is http://apollo.co.in/ invester-zone.php

CONSERVATION OF ENERGY, TECHNOLOGY ABRORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:-

The particulars regarding conservation of energy, technology absorption and Foreign Exchange earnings and outgo pursuant to 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as âAnnexure Bâ.

ANNUAL RETURN:-

Annual Return in pursuance to Section 92(3) of the Companies Act, 2013 for the financial year 2023-24 is placed on the website of the Company and the same can be accessed through web link http://apollo.co.in/invester-zone.php

VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a Vigil Mechanism/Whistle Blower Policy. This policy is explained in corporate governance report and also posted on the website of company and the weblink of the same is http://www.apollo.co.in

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder and Internal Complaints Committee has also been set up to redress complaints regarding sexual harassment. During the year, no complaint with allegations of sexual harassment was received by the Company.

CORPORATE SOCIAL RESPONSIBILITY:-

During the year under review, the provisions of Corporate Social Responsibility were not applicable to the Company and accordingly company was not required to spend any amount towards CSR Policy. However, Company has constituted CSR Committee and adopted CSR Policy therefore the brief outline of the Companyâs CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs is available on the Companyâs website www.apollo.co.in for reference. Further the details of composition of CSR Committee and itâs meetings and attendance of members are mentioned in the Corporate Governance report. As the provisions of CSR were not applicable to the Company during the year therefore the annual report on CSR activities is not attached with this report.

STATUTORY AUDITORS:-

M/s. MAAK & Associates (FRN:135024W), Chartered Accountants, Ahmedabad, were appointed as statutory auditors of the Company for a period of 5 (Five) years i.e. from the conclusion of 36th AGM held in the year 2023 till the conclusion of 41st AGM to be held in the year 2028. Hence, they shall continue as such till the end of their period of appointment.

COMMENTS ON AUDITORSâ REPORT:-

There is no adverse comment in the Auditorsâ Report which requires any further explanation.

SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ashish Shah & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2023-2024. The Secretarial Audit Report is appended to this report as âAnnexure Câ.

COMMENTS ON SECRETARIAL AUDITORSâ REPORT AND REPLY OF DIRECTORS:-

Company has not filed Form IEPF-4 for the financial year 2015-16 regarding transfer of shares in respect of which dividend for the 7 consecutive years had been unclaimed and unpaid with IEPF authority due to some technical error reflected on the portal of Ministry of Corporate Affairs.

Reply to the comment :

The Company has transport the shares to IEPF. However, the form IEPF-4 could not be uploaded successfully due to technical linkage error on the site of MCA-21. The ticket has been raised to solve the issue.

There is no other adverse comment in the Auditorsâ Report which requires any further explanation.

COST AUDITORS AND COST RECORD:-

Your Company was not required to appoint a cost auditor of the Company for FY 2023-2024. The Company has maintained the cost records as per the provisions of Section 148 of the Companies Act, 2013 and the rules made thereunder.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

No guarantees were given. Details of Loans, Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. (Refer Note No. 4,10,14,38)

PARTICULARS OF CONTRACTS OR ARRANGEMENTS RELATED PARTIES:-

During the period under review there were transactions with related parties as defined under Section 188 of the Companies Act, 2013. Details of the same are annexed in âAnnexure Dâ and forming part of this report

INTERNAL CONTROL SYSTEMS:-

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors.

PARTICULARS OF EMPLOYEES:-

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year.

Sr. No	Name of the Director	Designation	Ratio to median remuneration
1	Mr. Asit A. Patel	Managing Director	4:1

Remuneration drawn by the Managing Director includes perquisites. The Non-executive directors are not paid any remuneration except sitting fees for attending the meetings of the Board and / or Committees thereof which is within the limits prescribed by the Companies Act, 2013

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Comnanv Secretary in the financial year

Percentage Increase in Remuneration for FY 2023-2024
MD/CEO	4.23%
CFO	11.65%
CS	10.81%

c. The percentage increase in the median remuneration of employees in the financial year:- 38%

d. The number of permanent employees on the rolls of the Company: 93 Nos.

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The Average percentile increase/decrease made in salaries of employees is 1.29% while that of KMP is 5.48%

The Managerial Personnel are responsible for the consolidated performance of the Company, unlike nonmanagerial personnel. Thus, it is not meaningful to compare the increase in their remuneration with that of the other employees who do not have similar responsibilities.

f. Affirmation that the remuneration is as per the remuneration policy of the company The Company affirms remuneration as per the remuneration policy of the Company.

Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) The company does not have any employee covered under the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014.

b) The statement containing the names of top ten employees will be made available on request sent to the Company on info@gapollo.net

RISK MANAGEMENT:-

The Company had a Risk Management Committee with defined role and responsibilities. During the year under review, the Committee was constituted in the compliance of requirement listing regulations. The details of the same are forming part of the Corporate Governance Report

EQUAL OPPORTUNITY EMPLOYER:-

The Company has always provided a congenial atmosphere for work to all employees that are free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. The Company has also framed a Policy on âPrevention of Sexual Harassmentâ at the workplace in line with provisions of the Sexual Harassment of women at Workplace (prevention, prohibition and redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. All the employees are treated with dignity with a view to maintain a work environment free from harassment whether physical, verbal or psychological. There were no cases reported under the said Policy during the year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the ends of the financial year of the Company to which the financial statements relate and the date of the report.

COVID -19 IMPACT

The impact of COVID-19 pandemic started worldwide and lockdown was announced which had severe impact on the business globally. This resulted in the slowdown of activities of the Company. It must be noted that the COVID-19 is an unprecedented phenomenon faced by all and as the pandemic has not been eradicated completely; the situation is very uncertain and has not completely stabilized.

SIGNIFICANT AND MATERIAL ORDERS

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and companyâs operations in future.

REPORTING OF FRAUD:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under section 143(12) of Act and Rules framed thereunder.

DISCLOSURE OF ABOUT RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR:

No Commission was drawn by the Managing Director during the financial year.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

During the year under review, the Company has not made any application before the National Company Law T ribunal under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no pending proceeding against the Company under Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

It is not applicable to the Company, during the financial year.

INDUSTRIAL RELATIONS:-

The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.

CAUTIONARY STATEMENT:-

Statements in the Boardsâ Report and the Management Discussion and Analysis describing the Companyâs objectives, explanations and predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the companyâs operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the continuous support and cooperation received from the Business Associates including vendors, customers and Banks. Your Directors greatly appreciate overwhelming cooperation, dedication, commitment and contribution made by employees at all levels and look forward for their continued support in future as well. Your Directors would also wish to place on record their gratitude to the shareholders for having faith on the management of the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad Asit A. Patel Anand A. Patel

Dated : 14^th August, 2024 Managing Director Director

DIN:00093332 DIN:00002277

Mar 31, 2023

The Directors have pleasure in presenting the Thirty-Sixth Annual Report for the year ended on 31^st March, 2023.

FINANCIAL PERFORMANCE:

(Rs. in Lakhs)
	FY 2022-23	FY 2021-22
Revenue from Operations	2,390.49	2,957.06
Add: Other Income	1,224.46	1,264.02
Total Revenue	3,614.95	4,221.08
Total Expenditure	3,113.84	3,885.14
Earnings before Interest, Tax, Depreciation & Amortization	501.11	335.94
Less: Finance Cost	107.91	91.73
Less: Depreciation and Amortization Expenses	226.82	227.19
Profit before exceptional items & tax	166.39	17.02
Exceptional Items	-	-
Profit before tax	166.39	17.02
Tax Expense	(34.69)	(70.51)
Profit After Tax	201.08	87.53
Add: Profit & Loss Account Balance B/F	9,712.38	9,860.85
Amount available for Appropriations	9,913.46	9,948.38

OPERATIONAL REVIEW:Standalone

Your Company took several initiatives during the last financial year that helped in achieving and consolidating growth in production and sales volumes. Your company tried to increase the sales in the product being manufactured and marketed in-house.

During the year under review, the Company had a standalone revenue from operations of Rs. 2,390.49 Lakhs (previous year Rs. 2,957.06 Lakhs). Total earnings before depreciation and finance cost were Rs. 501.11 Lakhs against 335.94 Lakhs in the previous year. The Company''s Profit before exceptional items and tax was Rs. 166.39 Lakhs which was Rs. 17.02 Lakhs in the Previous Year. The Company had Net Profit of Rs. 201.08 Lakhs during the current year (Previous year Profit Rs. 87.53 Lakhs). The Basic and Diluted EPS of the Company for FY 2022-23 is Rs. 1.70 and Rs. 1.70 respectively.

Consolidated

During the year under review, the Company consolidated revenue of Rs. 7,187.43 Lakhs (previous year Rs. 5,568.44 Lakhs). The Company''s Consolidated net profit after tax stood at Rs. 1,247.19 Lakhs (Previous year Rs. 818.01 Lakhs).

For detailed analysis of the performance, please refer to the Management''s Discussion and Analysis Section of the Annual Report.

AMOUNT TRANSFERRED TO RESERVES IF ANY:

No amount was transferred to reserves during the year under review.

RECLASSIFICATION OF PROMOTER GROUP:-

During the year the application was made by the Company to BSE Limited and National Stock Exchange of India Limited for the reclassification of the category from Promoter to Public of certain shareholders namely Rashamikant H. Patel, Manjula R. Patel and Parth Rashmikant Patel, forming part of promoter group of the Company were approved by BSE Ltd vide reference no.LIST/COPM/SN/270/2022-23 dated 23.09.2022 and National Stock Exchange of India Limited videreference no. NSE/LISTM96 dated 23.09.2022.Thus, they will henceforth be a part of Public category.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 2/- per share on Equity Shares of the Company as on the date of closure of register of members.

CHANGE IN NATURE OF BUSINESS:

No change in the nature of Business of the Company during the period under review.

DEPOSITS:

During the year under review, the Company has not accepted/ renewed deposit from public/ shareholders as per the applicable provisions of the Companies Act, 2013 and Companies (acceptance of Deposits) Rules, 2014. There is no overdue deposit as on 31^st March, 2023.

CONSOLIDATED ACCOUNTS:

As required under the Listing Regulations entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The audited consolidated financial statements received from subsidiaries as approved by their respective Board of Directors have been prepared in accordance with Accounting Standards- 21 (AS - 21) read with AS-23 on the Accounting for investment in Associates and AS - 27 on financial reporting of interests in Joint Ventures.

SUBSIDIARY. JOINT VENTURE (JV) AND ASSOCIATE COMPANIES:-

The Company has following Subsidiaries and Associate companies:

Sr.No	Name of the Subsidiary/JV/Associate	Nature	Business
1.	AEML Investments Limited (Formerly known as Apollo Earthmovers Limited)	Subsidiary	Equipment Manufacturing and Investment
2.	Apollo FBC Crushing Equipments Limited	Subsidiary	Equipment Manufacturing
3.	PFH Agri Equipment India Private Limited	Associate	Agriculture and construction Equipment Manufacturing

Further, a statement containing salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as âAnnexure-Aâ to the Board''s Report. The statement also provides the details of performances, financial position of each of the subsidiaries.

The Company does not have any Joint Venture.

CORPORATE GOVERNANCE:-

A separate report on Corporate Governance Compliance as stipulated in Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) forms part of the Director''s Report.

AUDIT COMMITTEE:-

The Company has in place an Audit Committee in terms of requirements of the Act read with rules framed thereunder and Listing Regulations. The details relating to the Composition, Meetings and attendance of members of Audit Committee are given in the Corporate Governance Report forming part of this report. The recommendations of Audit Committee were duly accepted by the Board of Directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per Listing Regulations, the Management Discussion and Analysis, is appended to this report.

DIRECTORS AND KEY MANAGERIAL PEROSNNEL:-1 Resignation / Cessation

During the year under review, none of the Directors or KMPs resigned from the Company.

2. Appointments

During the year under review, none of the Directors or KMPs was appointed.

3. Retirement by Rotation

At the ensuing Annual General Meeting Mr. Manibhai V. Patel and Mrs. Nayna A. Patel who retires by rotation and being eligible offers themselves for re-appointment.

There being no other changes in Directorship or KMPs of the Company during the year under review.

The details of Directors seeking appointment, re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

DIRECTORâS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 (âActâ), and based on the representations received from the operating management, the Directors hereby confirm:

â¢ that in the preparation of Annual Accounts, the applicable Accounting Standards had been followed and that no material departures have been made from the same.

â¢ that they 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 or loss of the Company for that period.

â¢ that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

â¢ that they had prepared the Annual Accounts on a going concern basis.

â¢ that the Company had adequate internal systems and controls in place to ensure compliance of laws applicable to the Company.

â¢ 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.

DECLARATION BY INDEPENDENT DIRECTORS:-

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

BOARD MEETINGS:-

The Board of Directors duly met 6 (Six) times respectively on 23.04.2022, 30.05.2022, 09.08.2022, 12.09.2022, 14.11.2022 and 14.02.2023 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report attached hereto which forms part of this Report.

BOARD EVALUATION:-

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board that of its committees and individual Directors.Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination & Remuneration Committee to lay down the evaluation criteria for the performance of Executive/ Non-Executive/ Independent Directors.

The evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and framework adopted by the Board and results of the evaluation is satisfactory and adequate and meets the requirements. The Board approved the evaluation results as collated by the Nomination & Remuneration Committee.

DETAILS OF COMMITTEE OF DIRECTORS:

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stake Holders Relationship/ Grievances Committee of Directors, number of meetings held of each Committee during the Financial year 2022-23 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

REMUNERATION POLICY:-

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company''s policy on appointment and remuneration of Directors and Key Managerial Personnel which was approved and adopted by the Board of Directors in its Meeting held on May 30, 2014. the same was reconstituted on 30^th June, 2020. The Remuneration Policy is stated in the Corporate Governance Report. The weblink for the Remuneration policy is http://apollo.co.in/ invester-zone.php

CONSERVATION OF ENERGY. TECHNOLOGY ABRORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:-

The particulars regarding conservation of energy, technology absorption and Foreign Exchange earnings and outgo pursuant to 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as âAnnexure Bâ.

ANNUAL RETURN:-

Annual Return in pursuance to Section 92(3) of the Companies Act, 2013 for the financial year 2022-23 is placed on the website of the Company and the same can be accessed through web link http://apollo.co.in/invester-zone.php

VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a Vigil Mechanism/Whistle Blower Policy. This policy is explained in corporate governance report and also posted on the website of company and the weblink of the same is http://www.apollo.co.in

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder and Internal Complaints Committee has also been set up to redress complaints regarding sexual harassment. During the year, no complaint with allegations of sexual harassment was received by the Company.

CORPORATE SOCIAL RESPONSIBILITY:-

During the year under review, the provisions of Corporate Social Responsibility were not applicable to the Company and accordingly company was not required to spend any amount towards CSR Policy. However, Company has constituted CSR Committee and adopted CSR Policy therefore the brief outline of the Company''s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs is available on the Company''s website www.apollo.co.in for reference. Further the details of composition of CSR Committee and it''s meetings and attendance of members are mentioned in the Corporate Governance report. As the provisions of CSR were not applicable to the Company during the year therefore the annual report on CSR activities is not attached with this report.

STATUTORY AUDITORS:-

M/s. DJNV & Co.,Chartered Accountants (ICAI Registration No. 115145W) will complete their present term on conclusion of this AGM and will complete a consecutive tenure of ten years.

Consequent to the retirement of the existing Statutory Auditors of the Company M/s. DJNV & Co., the Board of Directors of the Company (âthe Board'') at its meeting held on 14th August, 2023, on the recommendation of the Audit Committee (âthe Committee''), placed a proposal for the approval of the Members, the appointment of M/s. MAAK &

Associates (FRN:135024W), Chartered Accountants, Ahmedabad, as a Statutory Auditors of the Company for the period of 5 (Five) years i.e. from the conclusion of 36th AGM to be held in the year 2023 till the conclusion of 41st AGM to be held in the year 2028 at a Remuneration of Rs. 7,00,000/- plus GST, out-of-pocket, travelling and other expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the said Auditors.

COMMENTS ON AUDITORSâ REPORT:-

There is no adverse comment in the Auditors'' Report which requires any further explanation.

SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ashish Shah & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2022-2023. The Secretarial Audit Report is appended to this report as âAnnexure Câ.

COMMENTS ON SECRETARIAL AUDITORSâ REPORT AND REPLY OF DIRECTORS:-

The Secretarial Auditor has risen following qualifications in his report:

1. Company made delay of 1 day in submission of disclosure for Related Party Transactions with the Stock Exchange(s) for the half year ended on 31st March, 2022. Both the Stock Exchange(s) (BSE and NSE) have levied a penalty of Rs. 5,900/- and 5,900/- respectively for such delay.

With respect to above qualifications raised by the Secretarial Auditor, the Company has paid fine with both the Stock Exchange(s) and have ensured future compliance in this matter.

2. Company has made delay of 7 days in filing of Form IEPF-1 for the filing of details of Unclaimed and unpaid dividend for the financial year 2014-15.

With respect to above qualifications raised by the Secretarial Auditor, the Company would like to say that due to technical errors on the web portal of MCA, there was delay in uploading and submitting the form.

3. Company has not filed Form IEPF-2 for details of unclaimed and unpaid dividend for the last six financial years.

With respect to above qualifications raised by the Secretarial Auditor, the Company could not fetch the relevant data in the form and could not get submitted on the web portal of MCA.

4. Company has made delay in filing of Form IEPF-4 for the financial year 2014-15 regarding transfer of shares in respect of which dividend for the 7 consecutive years had been unclaimed and unpaid with IEPF authority.

With respect to above qualifications raised by the Secretarial Auditor, the Company would like to say that as there was delay in filing Form IEPF-1 there was subsequent delay in generating corporate actions.

COST AUDITORS AND COST RECORD:-

Your Company was not required to appoint a cost auditor of the Company for FY 2022-2023. The Company has maintained the cost records as per the provisions of Section 148 of the Companies Act, 2013 and the rules made thereunder.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:-

No guarantees were given. Details of Loans, Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. (Refer Note No. 4,10,14,38)

PARTICULARS OF CONTRACTS OR ARRANGEMENTS RELATED PARTIES:-

During the period under review there were transactions with related parties as defined under Section 188 of the Companies Act, 2013. Details of the same are annexed in âAnnexure Dâ and forming part of this report

INTERNAL CONTROL SYSTEMS:-

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors.

PARTICULARS OF EMPLOYEES:-

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year.

Sr. No	Name of the Director	Designation	Ratio to median remuneration
1	Mr. Asit A. Patel	Managing Director	3:1

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year.

Percentage Increase in Remuneration for FY 2022-2023
MD/CEO	-4.00%
CFO	1.82%
CS	4.86%

c. The percentage increase in the median remuneration of employees in the financial year:- (15.01)%

d. The number of permanent employees on the rolls of the Company: 76 Nos.

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The Average percentile increase/decrease made in salaries of employees is 0.29% while that of KMP is 2.68%

f. Affirmation that the remuneration is as per the remuneration policy of the company The Company affirms remuneration as per the remuneration policy of the Company.

Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) The company does not have any employee covered under the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014.

b) The statement containing the names of top ten employees will be made available on request sent to the Company on info@gapollo.net

RISK MANAGEMENT:-

The Company had a Risk Management Committee with defined role and responsibilities. During the year under review, the Committee was constituted in the compliance of requirement listing regulations. The details of the same are forming part of the Corporate Governance Report

EQUAL OPPORTUNITY EMPLOYER:-

The Company has always provided a congenial atmosphere for work to all employees that are free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. The Company has also framed a Policy on âPrevention of Sexual Harassmentâ at the workplace in line with provisions of the Sexual Harassment of women at Workplace (prevention, prohibition and redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. All the employees are treated with dignity with a view to maintain a work environment free from harassment whether physical, verbal or psychological. There were no cases reported under the said Policy during the year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the ends of the financial year of the Company to which the financial statements relate and the date of the report.

COVID -19 IMPACT

The impact of COVID-19 pandemic started worldwide and lockdown was announced which had severe impact on the business globally. This resulted in the slowdown of activities of the Company. It must be noted that the COVID-19 is an unprecedented phenomenon faced by all and as the pandemic has not been eradicated completely; the situation is very uncertain and has not completely stabilized.

SIGNIFICANT AND MATERIAL ORDERS

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company''s operations in future.

REPORTING OF FRAUD:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under section 143(12) of Act and Rules framed thereunder.

DISCLOSURE OF ABOUT RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR:

No Commission was drawn by the Managing Director during the financial year.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

During the year under review, the Company has not made any application before the National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no pending proceeding against the Company under Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

It is not applicable to the Company, during the financial year.

INDUSTRIAL RELATIONS:-

The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.

CAUTIONARY STATEMENT:-

Statements in the Boards'' Report and the Management Discussion and Analysis describing the Company''s objectives, explanations and predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the company''s operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the continuous support and cooperation received from the Business Associates including vendors, customers and Banks. Your Directors greatly appreciate overwhelming cooperation, dedication, commitment and contribution made by employees at all levels and look forward for their continued support in future as well. Your Directors would also wish to place on record their gratitude to the shareholders for having faith on the management of the Company.

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the Thirty-First Annual Report for the year ended 31^st March, 2018.

FINANCIAL PERFORMANCE:

(Rs. in Lakhs)

	FY 2017-18	FY 2016-17
Revenue from Operations	6,838.75	6,754.90
Add: Other Income	2,839.10	3,228.45
Total Revenue	9,677.85	9,983.35
Total Expenditure	7,647.13	8,375.64
Earnings before Interest, Tax, Depreciation & Amortization	2,030.72	1,607.71
Less: Finance Cost	150.74	590.77
Less: Depreciation and Amortization Expenses	240.22	236.92
Profit before exceptional items & tax	1,639.76	780.02
Exceptional Items being
- Provision / Loss on Sale of Investment in Subsidiary Co	-	-
- Provision for Bad Debts / Loan in Subsidiary Co.	-	-
Profit before tax	1,639.76	780.02
Tax Expense	(602.94)	226.87
Profit After Tax	1,036.82	1,006.89
Add: Profit & LossAccount Balance B/F	8,420.05	7,344.27
Amount available for proposed Appropriations	9,456.87	8,420.05
Proposed Dividend (Refer Not on dividend)	â	â
Transfer to General Reserve	â	â
Provision for tax on dividend	(0.32)	-
Closing balance	9,456.55	8,420.05

OPERATIONAL REVIEW:

Standalone

Your Company took several initiatives during the last financial year that helped in achieving and consolidating growth in production and sales volumes.

During the year under review, the Company had a standalone revenue from operations of Rs.6,838.75 Lakhs (previous year Rs.6,754.90). Total earning before depreciation and finance cost was Rs. 2,030.72 Lakhs against 1,607.71 Lakhs in the previous year. The Company''s Profit before exceptional items and tax was Rs. 1,639.76 Lakhs which was Rs. 780.02 in the Previous Year. The Company had Net Profit of Rs. 1,036.82 during current year (Previous year Profit Rs. 1,006.89). The Basic and Diluted EPS of the Company for FY 2017-18 is Rs.8.19 and 7.98 respectively.

Consolidated

During the year under review, the Company had consolidated revenue of Rs.6,844.05 Lakhs (previous year Rs. 6,756.95). The Company''s Consolidated net profit after tax stood at Rs. 2,570.37 Lakhs, after considering the exceptional item of Rs. 170.06 Lakhs (Previous year Rs. 1,459.32 Lakhs).

For detailed analysis of the performance, please refer to the Management''s Discussion and Analysis Section of the Annual Report.

BUYBACK OF EQUITY SHARES:

The Company had initiated Buy-Back of Equity shares from the owners/beneficial owners of the Equity Shares, other than the promoters and persons acting in concert, from the Open Market through the Stock Exchange mechanism using the electronic trading facilities of BSE Limited and The National Stock Exchange of India Limited (âStock Exchangesâ) at a price not exceeding Rs. 189/- per Equity Share payable in cash for an aggregate amount not exceeding Rs. 24 Crore (excluding the Transaction Costs). The Company has bought back 9,98,085 Equity Shares utilizing a total of Rs. 17.86 Crore (excluding Transaction Costs) and the offer closed on September 25, 2017.

AMOUNT TRANSFERRED TO RESERVES IF ANY:

No amount was transferred to reserves during the year under review.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 3/- per share on Post Buy-Back Equity Shares of the Company as on the date of closure of register of members..

CHANGE IN NATURE OF BUSINESS:

No change in the nature of Business of the Company during the period under review.

DEPOSITS:

During the year under review, the Company has not accepted/ renewed deposit from public/ shareholders as per the applicable provisions of the new Companies Act, 2013 and Companies (acceptance of Deposits) Rules, 2014. There is no overdue deposit as on 31^st March, 2018.

CONSOLIDATED ACCOUNTS:

As required under the Listing Regulations entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The audited consolidated financial statements received from subsidiaries as approved by their respective Board of Directors have been prepared in accordance with Accounting Standards- 21 (AS - 21) read with AS-23 on the Accounting for investment in Associates and AS - 27 on financial reporting of interests in Joint Ventures.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES:-

The Company has following Subsidiaries and Associate companies:

Sr.No	Name of the Subsidiary/JV/Associate	Nature	Business
1.	AEML Investments Limited (Formerly known as Apollo Earthmovers Limited)	Subsidiary	Equipment Manufacturing and NBFC Activity
2.	Apollo FBC Crushing Equipments Limited	Subsidiary	Equipment Manufacturing
3.	Credo Mineral Industries Limited	Associate	Mining & Processing

Further, a statement containing salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as âAnnexure-Aâ to the Board''s Report. The statement also provides the details of performances, financial position of each of the subsidiaries.

The Company does not have any Joint Venture.

CORPORATE GOVERNANCE:-

A separate report on Corporate Governance Compliance as stipulated in Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) forms part of the Director''s Report.

AUDIT COMMITTEE:-

The Company has in place an Audit Committee in terms of requirements of the Act read with rules framed thereunder and Listing Regulations. The details relating to the Audit Committee are given in the Corporate Governance Report forming part of this report. The recommendations of Audit Committee were duly accepted by the Board of Directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per Listing Regulations, the Management Discussion and Analysis, is appended to this report.

DIRECTORS AND KEY MANAGERIAL PEROSNNEL:-

1. Resignation / Cessation

The Board in extreme grief mourned the sad, sudden and untimely demise of Shri Anilkumar T. Patel, Promoter, Non-Executive, Non Independent Director of the Company, whose noble soul departed for heavenly abode on Thursday, February 08, 2018.

The Board Directors placed on record its appreciation and gratitude for the tremendous service and astute guidance rendered by Shri Anilkumar T. Patel as a Director of the Company from the time of his appointment until his death. In his demise the Board has suffered an irreparable loss and society has lost a great philanthropist, humanitarian, businessman and above all a noble and enlightened soul.

During the year under review, none of the Directors or KMPs resigned from the Company.

2. Appointments

During the year under review, none of the Directors or KMPs was appointed.

3. Retirement by Rotation

At the ensuing Annual General Meeting Mr. Asit A. Patel and Mr. Anand A. Patel who retires by rotation and being eligible offers themselves for re-appointment.

There being no other changes in directorship or KMPs of the Company during the year under review.

The details of Directors seeking appointment, re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

DIRECTORâS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 (âActâ), and based on the representations received from the operating management, the Directors hereby confirm:

- that in the preparation of Annual Accounts, the applicable Accounting Standards had been followed and that no material departures have been made from the same.

- that they 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 or loss of the Company for that period.

- that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- that they had prepared the Annual Accounts on a going concern basis.

- that the Company had adequate internal systems and controls in place to ensure compliance of laws applicable to the Company.

- 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.

DECLARATION BY INDEPENDENT DIRECTORS:-

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

BOARD MEETINGS:-

The Board of Directors duly met 7 (Seven) times respectively on 13.04.2017, 30.05.2017, 10.08.2017, 29.08.2017, 19.09.2017, 12.12.2017 and 13.02.2018 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report attached hereto which forms part of this Report.

BOARD EVALUATION:-

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board that of its committees and individual Directors. Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination & Remuneration Committee to lay down the evaluation criteria for the performance of executive/ nonexecutive/ independent directors.

The evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and framework adopted by the Board and results ofthe evaluation is satisfactory and adequate and meets the requirements. The Board approved the evaluation results as collated by the Nomination & Remuneration Committee.

DETAILS OF COMMITTEE OF DIRECTORS:

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stake Holders Relationship/ Grievances Committee of Directors, number of meetings held of each Committee during the Financial year 2017-18 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

REMUNERATION POLICY:-

CONSERVATION OF ENERGY, TECHNOLOGY ABRORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:-

The particulars regarding conservation of energy, technology absorption and Foreign Exchange earnings and outgo pursuant to 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as âAnnexure Bâ.

EXTRACT OF ANNUAL RETURN:-

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as âAnnexure Câ.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a Vigil mechanism/Whistle Blower Policy. This policy is explained in corporate governance report and also posted on the website of company i.e. http://www.apollo.co.in

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder and Internal Complaints Committee has also been set up to redress complaints regarding sexual harassment. During the year, no complaint with allegations of sexual harassment was received by the Company.

CORPORATE SOCIAL RESPONSIBILITY:-

During the current year Company was not required to spend any amount towards the CSR activities as the average of last three years profits was negative due to loss incurred. However, a brief outline of the company''s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs is available on the Company''s website www.apollo.co.in for reference. Further the report on CSR activities pursuant to clause (o) sub-section (3) of section 134 of The Companies Act, 2013 read with the Companies (Corporate Social Responsibility policy) Rules, 2014 is in Annexure D to this report.

STATUTORY AUDITORS:-

M/s. DJNV & Co., Chartered Accountants statutory auditors of the Company, were appointed as statutory auditors of the Company for a period of five years from the financial year 2015-16 till the financial year 2019-20 and the same was subject to ratification by members at every AGM.

However, the Ministry of Corporate Affairs vide its Notification dated 7th May, 2018, has dispensed with the requirement of ratification of Auditor''s appointment by the shareholders, every year. Hence, approval of the Members for the ratification of Auditor''s appointment is not being sought at the ensuing Annual General Meeting and M/s. DJNV & Co., Chartered Accountants, will continue to act as auditors of the Company till financial year 2019-20.

COMMENTS ON AUDITORSâ REPORT:-

There is no adverse comment in the Auditors'' Report which requires any further explanation.

SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ashish Shah & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2017-18. The Secretarial Audit Report is appended to this report as âAnnexure Eâ.

COMMENTS ON SECRETARIAL AUDITORSâ REPORT:-

There is no adverse comment in the Secretarial Auditors'' Report which requires any further explanation.

COST AUDITORS AND COST RECORD:-

Your Company was not required to appoint cost auditor of the Company for FY 2017-18. The Company has maintained the cost records as per the provisions of Section 148 of the Companies Act, 2013 and the rules made thereunder.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS (RPT):-

During the period under review there were transactions with related parties as defined under Section 188 of the Companies Act, 2013. Details of the same are annexed in âAnnexure Fâ and forming part of this report.

INTERNAL CONTROL SYSTEMS:-

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors.

PARTICULARS OF EMPLOYEES:-

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year.

This cannot be ascertained as the Directors do not draw any Remuneration.

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year.

Percentage Increase in Remuneration for FY 2017-18

MD/CEO	NIL
CFO	3.73%
CS	2.22%

c. The percentage increase in the median of employees in the financial year:-20.5%

d. The number of permanent employees on the rolls of the Company: 76 Nos.

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The Average percentile increase made in salaries of employees is 19.39% while that of KMP is 3.73%

f. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Amt. Rs. In Lakhs
	KMP	Other than KMP
Remuneration in FY 18	18.37	283.11
Revenue	9,677.85	9,677.85
Remuneration as % of revenue	0.19%	2.93%
Profit before Tax (PBT)	1,639.76	1,639.76
Remuneration (as % of PBT)	1.11	17.27

g. Affirmation that the remuneration is as per the remuneration policy of the company The Company affirms remuneration as per the remuneration policy of the Company.

The company does not have any employee covered under the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014.

RISK MANAGEMENT:-

The Company had a Risk Management Committee with defined role and responsibilities. During the year under review, the Committee was constituted in the compliance of requirement listing regulations. The details of the same are forming part of the Corporate Governance Report

EQUAL OPPORTUNITY EMPLOYER:-

The Company has always provided a congenial atmosphere for work to all employees that are free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. The Company has also framed a Policy on âPrevention of Sexual Harassmentâ at the workplace in line with provisions of the Sexual Harassment of women at Workplace (prevention, prohibition and redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. All the employees are treated with dignity with a view to maintain a work environment free from harassment whether physical, verbal or psychological. There were no cases reported under the said Policy during the year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the ends of the financial year of the Company to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company''s operations in future.

INDUSTRIAL RELATIONS:-

The relationship with the workmen and staff remained co-ordial and harmonious during the year and management received full cooperation from employees.

CAUTIONARY STATEMENT:-

Statements in the Boards'' Report and the Management Discussion and Analysis describing the Company''s objectives, explanations and predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the company''s operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the continuous support and cooperation received from the Business Associates including vendors, customers and Banks. Your Directors greatly appreciates overwhelming cooperation, dedication, commitment and contribution made by employees at all levels and look forward for their continued support in future as well. Your Directors would also wish to place on record their gratitude to the shareholders for having faith on the management of the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad Asit A. Patel Anand A. Patel

Dated: 11^th August, 2018 Managing Director Director

DIN:00093332 DIN:00002277

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report for the year ended 31^st March, 2016.

FINANCIAL PERFORMANCE:

(Rs. in Lacs)

	FY 2015-16	FY 2014-15
Revenue from Operations	7,789.02	6,746.33
Add: Other Income	1,524.12	1,928.16
Total Revenue	9,313.14	8,674.50
Total Expenditure	8,504.00	7,335.00
Earnings before Interest, Tax, Depreciation & Amortization	809.14	1,339.49
Less: Finance Cost	997.35	1,064.73
Less: Depreciation and Amortization Expenses	220.22	240.42
Profit before exceptional items & tax	(408.43)	34.35
Exceptional Items being income from sale of Investments	â	â
Profit before tax	(408.43)	34.35
Tax Expense	41.69	(292.62)
Profit After Tax	(366.74)	(258.27)
Add: Profit & Loss Account Balance B/F	8,122.03	9,776.98
Amount available for proposed Appropriations	7,755.29	9,518.71
Proposed Dividend (out of General Reserve)	341.50	378.88
Transfer to General Reserve	â	1,000.00
Provision for tax on dividend	69.52	77.58
Closing balance	7,344.26	8,122.03

OPERATIONAL REVIEW:

Standalone

Your Company took several initiatives during the last financial year that helped in achieving and consolidating growth in production and sales volumes.

During the year under review, the Company had a standalone revenue from operations of Rs.7,789.02 Lacs (previous year Rs. 6,746.33), showing a marginal growth of approx.11%. Total expense before depreciation and finance cost was Rs.8,504 Lacs against 7,335 Lacs in the previous year. The Company''s Profit before exceptional items and tax was negative Rs.408.43 Lacs which was Rs.34.35 in the Previous Year. The Company had Net Loss of Rs.366.74 during current year (Previous year Loss Rs.258.27). The main reason for the same is Crushing & Screening sales are running below break even point leading to operating loss. The Basic EPS of the Company for FY 201516 is Rs.-2.68 and Diluted is Rs.- 2.47.

Consolidated

During the year under review, the Company had consolidated revenue of Rs.8,158.56 Lacs (previous year Rs.8,085.52) showing marginal growth of 0.9%. The Company''s Consolidated net profit after tax stood at Rs.1909.69 Lacs (Previous year loss Rs.99.55 Lacs).

For detailed analysis of the performance, please refer to the Management''s Discussion and Analysis Section of the Annual Report.

BUYBACK OF EQUITY SHARES:

The Company has bought back 14,95,327 Equity Shares from the owners/beneficial owners of the Equity Shares, other than the promoters and persons acting in concert, from the Open Market through the Stock Exchange mechanism using the electronic trading facilities of BSE Limited and The National Stock Exchange of India Limited ("Stock Exchanges") utilizing a total of Rs.20.92 Crore (excluding Transaction Costs) during the year at various price-levels not exceeding the Maximum Buyback Price of Rs.150 per Equity Share from open market through stock exchanges. The Buyback was closed w.e.f. February 15, 2016.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs.2.5/- per share on Equity Shares of the Company on 1,36,60,000 (Post Buy-Back) Equity shares of the Company.

DEPOSITS:

CONSOLIDATED ACCOUNTS:

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The audited consolidated financial statements received from subsidiaries as approved by their respective Board of Directors have been prepared in accordance with Accounting Standards- 21 (AS - 21) read with AS-23 on the Accounting for investment in Associates and AS - 27 on financial reporting of interests in Joint Ventures. - 27 on financial reporting of interests in Joint Ventures.

SUBSIDIARY. JOINT VENTURE (JV) AND ASSOCIATE COMPANIES:-

The Company has following Subsidiaries and Associate companies:

Sr.No	Name of the Subsidiary/JV/Associate	Nature	Business
1.	Apollo Earthmovers Limited	Subsidiary	Equipment Manufacturing
2.	Apollo FBC Crushing Equipments Limited	Subsidiary	Equipment Manufacturing
3.	Apollo Maschinenbau GmbH, Germany	Subsidiary	Equipment Manufacturing
4.	Credo Mineral Industries Limited	Associate	Mining & Processing
5.	Apollo Agro Industries Limited	Associate	Psyllium Husk Processing

Further, a statement containing salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as "Annexure-A" to the Board''s Report. The statement also provides the details of performances, financial position of each of the subsidiaries.

CORPORATE GOVERNANCE:-

As separate report on Corporate Governance Compliance as stipulated in Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") forms part of the Director''s Report.

AUDIT COMMITTEE:-

The Company has in place an Audit Committee in terms of requirements of the Act read with rules framed there under and Listing Regulations. The details relating to the Audit Committee are given in the Corporate Governance Report forming part of this report. The recommendations of Audit Committee were duly accepted by the Board of Directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per Listing Regulations, the Management Discussion and Analysis, is appended to this report.

1 Resignation / Cessation

During the year under review, none of the Directors or KMPs resigned from the Company. However, Mr. Ugrabhai V. Patel, Independent Director of the Company resigned w.e.f. 30.05.2016 due to health issues. The Board placed on record its appreciation for the valuable contribution made by him in the growth of the Company.

2. Appointments

During the year under review, none of the Directors or KMPs were appointed.

3. Retirement by Rotation

At the ensuing Annual General Meeting Mr. Asit Anilkumar Patel and Mr. Anand Anilkumar Patel who retires by rotation and being eligible offers themselves for re-appointment.

There being no other changes in directorship of the Company during the year under review.

The details of Directors seeking appointment, re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 ("Act"), and based on the representations received from the operating management, the Directors hereby confirm:

- that in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

- that they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of the Company for that period.

- that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- that they have prepared the Annual Accounts on a going concern basis.

- that the Company has adequate internal systems and controls in place to ensure compliance of laws applicable to the Company.

- 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.

DECLARATION BY INDEPENDENT DIRECTORS:-

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

BOARD MEETINGS:-

The Board of Directors duly met 4 (Four) times respectively on 30.05.2015, 13.08.2015, 05.11.2015 and 11.02.2016 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report attached hereto which forms part of this Report.

BOARD EVALUATION:-

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board that of its committees and individual Directors. Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination & Remuneration Committee to lay down the evaluation criteria for the performance of executive/ non-executive/ independent directors.

The evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and framework adopted by the Board and results of the evaluation is satisfactory and adequate and meets the requirements. The Board approved the evaluation results as collated by the Nomination & Remuneration Committee.

DETAILS OF COMMITTEE OF DIRECTORS:

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stake Holders Relationship/ Grievances Committee of Directors, number of meetings held of each Committee during the Financial year 2015-16 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

REMUNERATION POLICY:-

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company''s policy on appointment and remuneration of Directors and Key Managerial Personnel which was approved and adopted by the Board of Directors in its Meeting held on May 30, 2014. The Remuneration Policy is stated in the Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABRORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:-

The particulars regarding conservation of energy, technology absorption and Foreign Exchange earnings and outgo pursuant to 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure B".

ANNUAL RETURN:-

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure C".

VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a Vigil mechanism/Whistle Blower Policy. This policy is explained in corporate governance report and also posted on the website of company i.e. http://www.apollo.co.in

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under and Internal Complaints Committee has also been set up to redress complaints regarding sexual harassment. During the year, no complaint with allegations of sexual harassment was received by the Company.

CORPORATE SOCIAL RESPONSIBILITY:-

The report on CSR activities pursuant to clause pursuant to clause (o) sub-section (3) of section 134 of The Companies Act, 2013 read with the Companies (Corporate Social Responsibility policy) Rules, 2014 is annexed in "Annexure D" and forming part of this report.

STATUTORY AUDITORS:-

As per the provisions of Section 139(1) of the Companies Act, 2013 every Company shall appoint an individual or firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of every next meeting. However, such appointment is subject to ratification by members at every annual general meeting.

M/s. DJNV & Co., Chartered Accountants, who are the statutory auditors of the Company, who holds office till the conclusion of the ensuing AGM and are eligible for re-appointment. Pursuant to the provisions of section 139(1) of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint, M/s. DJNV & Co., Chartered Accountants as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion Annual General Meeting for the financial year 2019-20 and the same is subject to ratification by members at every AGM.

The Company has received letters from, M/s. DJNV & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as Statutory Auditors of the Company.

COMMENTS ON AUDITORS'' REPORT:-

There is no adverse comment in the Auditors'' Report which requires any further explanation.

SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ashish Shah & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2015-16. The Secretarial Audit Report is appended to this report as "Annexure E".

COMMENTS ON SECRETARIAL AUDITORS'' REPORT:-

"delay in filing of forms and resolutions with Registrar of Companies, Gujarat."

In view of New Companies Act, 2013 coming into force, there was a scenario of ambiguity along with some technical issues, some of the forms and resolutions were delayed to be filed with Registrar of the Companies, Gujarat. The Company assures to streamline the same.

COST AUDITORS:

Your Company was not required to appoint cost auditor of the Company for FY 2015-16.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:-

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS (RPT):-

During the period under review there were transactions with related parties as defined under Section 188 of the Companies Act, 2013. Details of the same are annexed in "Annexure F" and forming part of this report.

INTERNAL CONTROL SYSTEMS:-

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors.

PARTICULARS OF EMPLOYEES:-

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year.

This cannot be ascertain as the Directors do not draw any Remuneration.

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year.

Percentage Increase in Remuneration for FY 2015-16

MD/CEO

NIL

13.48%

7.66%

c. The percentage increase in the median of employees in the financial year:5.8%

d. The number of permanent employees on the rolls of the Company: 152 Nos.

e. The explanation on the relationship between average increase in remuneration and Company performance.

Profit before tax and extra ordinary item as percentage of total revenue for FY 15-16 was -4.39% vis-a via 0.40% in FY-14-15 whereas increase in median remuneration was 5.8%

Salary increase percentage is in line with the market and competitors considering the consolidated view of all the business units. Overall and anticipated sales in the coming year need to retain the employees to deliver the upcoming projects were also taken into consideration for determining increase in the salary.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company

	Amt. in	Lacs
Average remuneration of key managerial personnel (KMP) in FY-2015-16	7.52	Lacs
Performance of the Company	Loss of Rs.366.74	Lacs

g. Variation in the market capitalization of the Company, price earnings ratio as at the closing date of current financial year and previous financial year.

Amt. Rs. In Lacs

Particulars	March 31, 2016	March 31, 2015	% Change
Market Capitalization	16,323.70	18,534.96	-11.93%
Price Earnings Ratio	-	-	-

[Note: In view of negative EPS, Price to Earning Ratio for FY 2015 and 2016 is shown Nil.]

h. Percentage increase over decrease in the market quotation of the shares of the Company in comparison to the rate at which the Company come out with the last public offer. N.A.

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The Average percentile increase made in salaries of employees is -2.24% while that of KMP is 10.57%

There was discontinuation of some highly paid employees making average percentile of the salaries negative. The Managerial Personnel are responsible for the consolidated performance of the Company, unlike non-managerial personnel. Thus, it is not meaningful to compare the increase in their remuneration with that of the other employees who do not have similar responsibilities.

j. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

	KMP	Other than KMP
Remuneration in FY 16	15,04,800	3,75,99,910
Revenue	93,13,13,991	93,13,13,991
Remuneration as % of revenue	0.16%	4.04%
Profit before Tax (PBT)	(4,08,43,442)	(4,08,43,442)
Remuneration (as % of PBT)	(3.68)	(92.06)

k. The key parameters for any variable component of remuneration availed by the directors: NA

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: As none of the Director drawing any remuneration, details are not provided herein, m. Affirmation that the remuneration is as per the remuneration policy of the company The Company affirms remuneration as per the remuneration policy of the Company.

RISK MANAGEMENT:-

The Company had a Risk Management Committee with defined role and responsibilities. During the year under review, the Committee was constituted in the compliance of requirement listing regulations. The details of the same are forming part of the Corporate Governance Report

EQUAL OPPORTUNITY EMPLOYER:-

The Company has always provided a congenial atmosphere for work to all employees that are free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. The Company has also framed a Policy on "Prevention of Sexual Harassment" at the workplace in line with provisions of the Sexual Harassment of women at Workplace (prevention, prohibition and redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. All the employees are treated with dignity with a view to maintain a work environment free from harassment whether physical, verbal or psychological. There were no cases reported under the said Policy during the year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company''s operations in future.

INDUSTRIAL RELATIONS:-

The relationship with the workmen and staff remained co-ordial and harmonious during the year and management received full cooperation from employees.

CAUTIONARY STATEMENT:-

Statements in the Boards'' Report and the Management Discussion and Analysis describing the Company''s objectives, explanations and predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the company''s operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the continuous support and cooperation received from the Business Associates including vendors, customers and Banks. Your Directors greatly appreciates overwhelming cooperation, dedication, commitment and contribution made by employees at all levels and look forward for their continued support in future as well. Your Directors would also wish to place on record their gratitude to the shareholders for having faith on the management of the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad Anil T. Patel

Dated : 12^th August, 2016 Chairman

DIN:00096307

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Eighth Annual Report for the year ended 31st March, 2015.

FINANCIAL PERFORMANCE:

(Rs.in Lacs) FY 2014-15 FY 2013-14

Revenue from Operations 6,746.33 4,754.29

Add: Other Income 1,928.16 1,240.67

Total Revenue 8,674.50 5,995.10

Total Expenditure 7,335.00 5,801.68

Earnings before Interest, Tax, Depreciation & Amortization 1,339.49 193.42

Less: Finance Cost 1,064.73 381.29

Less: Depreciation and Amortization Expenses 240.42 147.05

Profit before exceptional items & tax 34.35 (334.92)

Exceptional Items being income from sale of Investments - 13,680.35

Profit before tax 34.35 13,345.43

Tax Expense (292.62) (251.08)

Profit After Tax (258.27) 13,596.52

Add: Profit & Loss Account Balance B/F 9,776.98 1,646.71

Amount available for proposed Appropriations 9,518.71 15,243.23

Proposed Dividend (out of General Reserve) 378.88 398.52

Transfer to General Reserve 1,000.00 5,000.00

Provision for tax on dividend 77.58 67.72

Closing balance 8,062.25 9,776.98

OPERATIONAL REVIEW:

Your Company took several initiatives during the last financial year that helped in achieving and consolidating growth in production and sales volumes.

During the year under review, the Company had a gross turnover and net turnover of Rs. 6,746.33 Lacs and Rs. 8,674.50 Lacs respectively, showing a growth of approx.41%. Total expense was Rs. 7,335 Lacs against 5,801.68 Lacs in the previous year. The Company's Profit before exceptional items and tax was Rs. 34.35 Lacs which was negative Rs. 334.92 in the Previous Year. The Company had earned Net profit of Rs. 13,596.52 during the previous year due to an extraordinary item being consideration on sale of business amounting Rs. 13,680.35 and it was recorded negative Rs. 258.27 during current year due to tax appropriations. The Basic EPS of the Company for FY 2014-15 is- -1.70 and Diluted is- - 1.68.

For detailed analysis of the performance, please refer to the Management's Discussion and Analysis Section of the Annual Report.

BUYBACK OF EQUITY SHARES:

The Company had initiated Buy-Back of Equity shares from the owners/beneficial owners of the Equity Shares, other than the promoters and persons acting in concert, from the Open Market through the Stock Exchange mechanism using the electronic trading facilities of BSE Limited and The National Stock Exchange of India Limited ("Stock Exchanges") at a price not exceeding Rs. 125/- per Equity Share payable in cash for an aggregate amount not exceeding Rs. 16.50 Crore (excluding the Transaction Costs). The Company has bought back 7,85,294 Equity Shares (PY 6,34,379 Equity Shares) totaling 14,19,673 Equity Shares utilizing a total of Rs. 15.2866 Crore (excluding Transaction Costs) and closed the offer on 30.06.2014.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 2.5/- per share on Equity Shares of the Company on 1,51,55,327 (Post Buy-Back) Equity shares of the Company.

TRANSFER TO RESERVE:

The Company is proposes to carry Rs. 1000 Lacs to General Reserves.

DEPOSITS:

During the year under review, the Company has not accepted/ renewed deposit from public/ shareholders as per the applicable provisions of the new Companies Act, 2013 and Companies (acceptance of Deposits) Rules, 2014. Deposits aggregating Rs. 40,000 were due for repayment on or before 31st March, 2015 but not claimed by the depositors as on that date. The Company has complied with the provisions of the relevant Rules. There is no overdue deposit as on 31st March, 2015.

CONSOLIDATED ACCOUNTS:

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The audited consolidated financial statements received from subsidiaries as approved by their respective Board of Directors have been prepared in accordance with Accounting Standards- 21 (AS - 21) read with AS-23 on the Accounting for investment in Associates and AS - 27 on financial reporting of interests in Joint Ventures.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES:-

The Company has following Subsidiaries and Associate companies:

Sr. No Name of the Subsidiary/ JV/Associate Nature Business

1. Apollo Earthmovers Limited Subsidiary Equipment Manufacturing

2. Apollo FBC Crushing Equipments Limited Subsidiary Equipment Manufacturing

3. Ap-ollo Maschinenbau GmbH, Germany Subsidiary Equipment Manufacturing

4. Sunrise Technologies Private Limited Fello'w Subsidiary Equipment Manufacturing

5. Credo Mineral Industries Limited Associate Mining & Processing

Further, a statement containing salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as "Annexure-A" to the Board's Report. The statement also provides the details of performances, financial position of each of the subsidiaries.

CORPORATE GOVERNANCE:-

As per Clause 49 of the Listing Agreement with the stock exchange, a separate section on corporate governance practices followed by the Company together with a certificate from the Company's Auditors confirming compliance is forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, is appended to this report.

DIRECTORS AND KEY MANAGERIAL PEROSNNEL:-

1. Resignation / Cessation

During the year under review, none of the Directors or KMPs resigned from the Company, though there was change in designation of Mr. Anand A. Patel from Whole-Time Director to Director w.e.f. 15.09.2014.

2. Appointments

To comply with the requirements of Section 149(1) of the Companies Act, 2013 read with amended Listing Agreement, Mrs. Kapilaben Ashokbhai Patel was appointed as an Additional Non Executive Woman Director on the board of the Company with effect from 14th February, 2015.

Further Mrs. Nayna Asit Patel was appointed as an Additional Non Executive Director on the board of the Company with effect from 1st April, 2015.

During the period under review, Mr. Naman Patel was appointed as an additional Non Executive Independent Director of the Company with effect from 1st April, 2015.

During the period under review, Mr. Bharat P. Dave, who was already been appointed as Chief Financial Officer of the Company before implementation of Companies Act, 2013 was re-designated as a Chief Financial Officer (CFO) of the Company under the provisions of the Companies Act, 2013.

3. Retirement by Rotation

At the ensuing Annual General Meeting Mr. Anilkumar T. Patel and Mr. Manibhai V. Patel who retires by rotation and being eligible offers themselves for re-appointment.

There being no other changes in directorship of the Company during the year under review.

As required under Clause 49 of the Listing Agreement, the details of Directors seeking appointment, re- appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 ("Act"), and based on the representations received from the operating management, the Directors hereby confirm:

that in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

that they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of the Company for that period.

that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

that they have prepared the Annual Accounts on a going concern basis.

- that the Company has adequate internal systems and controls in place to ensure compliance of laws applicable to the Company.

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.

DECLARATION BY INDEPENDENT DIRECTORS:-

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

BOARD MEETINGS:-

The Board of Directors duly met 5 (Five) times respectively on 30.05.2014, 14.08.2014, 14.11.2014, 14.02.2015 and 30.03.2015 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report attached hereto which forms part of this Report.

BOARD EVALUATION:-

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board that of its committees and individual Directors. Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination & Remuneration Committee to lay down the evaluation criteria for the performance of executive/ non-executive/ independent directors.

The evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and framework adopted by the Board and results of the evaluation is satisfactory and adequate and meets the requirements. The Board approved the evaluation results as collated by the Nomination & Remuneration Committee.

DETAILS OF COMMITTEE OF DIRECTORS:

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stake Holders Relationship/ Grievances Committee of Directors, number of meetings held of each Committee during the Financial year 2014-15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

REMUNERATION POLICY:-

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company's policy on appointment and remuneration of Directors and Key Managerial Personnel which was approved and adopted by the Board of Directors in its Meeting held on May 30, 2014. The Remuneration Policy is stated in the Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABRORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:-

The particulars regarding conservation of energy, technology absorption and Foreign Exchange earnings and outgo pursuant to 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure B ".

ANNUAL RETURN:-

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure C".

VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a Vigil mechanism/Whistle Blower Policy. This policy is explained in corporate governance report and also posted on the website of company i.e. http://www.apollo.co.in

CORPORATE SOCIAL RESPONSIBILITY:-

The report on CSR activities pursuant to clause pursuant to clause (o) sub-section (3) of section 134 of The Companies Act, 2013 read with the Companies (Corporate Social Responsibility policy) Rules, 2014 is annexed in "Annexure D" and forming part of this report.

STATUTORY AUDITORS:-

As per the provisions of Section 139(1) of the Companies Act, 2013 every Company shall appoint an individual or firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of every sixth meeting. However, such appointment is subject to ratification by members at every annual general meeting.

M/s. DJNV & Co., Chartered Accountants, who are the statutory auditors of the Company, who holds office till the conclusion of the ensuing AGM and are eligible for re-appointment. Pursuant to the provisions of section 139(1) of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint, M/s. DJNV & Co., Chartered Accountants as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion Annual General Meeting for the financial year 2019-20 and the same is subject to ratification by members at every AGM.

The Company has received letters from, M/s. DJNV & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as Statutory Auditors of the Company.

COMMENTS ON AUDITORS' REPORT:-

There is no adverse comment in the Auditors' Report which requires any further explanation.

SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ashish Shah & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2014-2015. The Secretarial Audit Report is appended to this report as "Annexure E".

COMMENTS ON SECRETARIAL AUDITORS' REPORT:-

"delay in filing of forms and resolutions with Registrar of Companies, Gujarat."

In view of New Companies Act, 2013 coming into force, there was a scenario of ambiguity along with some technical issues, some of the forms and resolutions were delayed to be filed with Registrar of the Companies, Gujarat. The Company assures to streamline the same.

COST AUDITORS:

Your Company has appointed M/s. P. D. Modh & Associates, Cost Accountants, Ahmedabad as a Cost Auditors' of the Company for the financial year ending on 31st March, 2016 at the remuneration as set out in item No 6 of the explanatory statement which is subject to the approval of members in the ensuing Annual General Meeting.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS (RPT):-

During the period under review there were transactions with related parties as defined under Section 188 of the Companies Act, 2013. Details of the same are annexed in "Annexure F" and forming part of this report.

INTERNAL CONTROL SYSTEMS:-

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors.

PARTICULARS OF EMPLOYEES:-

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year.

This cannot be ascertain as the Directors do not draw any Remuneration.

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year.

Percentage Increase in Remuneration for FY 2014-15

MD/CEO NIL

CFO 13.35%

CS 9.66%

c. The percentage increase in the median of employees in the financial year:18.75%

d. The number of permanent employees on the rolls of the Company: 151 Nos.

e. The explanation on the relationship between average increase in remuneration and Company performance.

Profit before tax and extra ordinary item as percentage of total revenue for FY 14-15 was 0.40% visa via -5% in FY-13-14 whereas increase in median remuneration was 18.75%

Salary increase percentage is in line with the market and competitors considering the consolidated view of all the business units. Overall and anticipated sales in the coming year need to retain the employees to deliver the upcoming projects were also taken into consideration for determining increase in the salary.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company

Amt. in Lacs

Average remuneration of key managerial personnel (KMP) in FY-2015 6.79 Lacs

Performance of the Company Loss of Rs. 258.27 Lacs

g. Variation in the market capitalization of the Company, price earnings ratio as at the closing date of current financial year and previous financial year.

Amt. Rs. In Lacs

Particulars March 31, 2015 March 31, 2014 % Change

Market Capitalization 18,534.96 18,156.37 2.10%

Price Earnings Ratio - 1.33 -

[Note: In view of negative EPS, Price to Earning Ratio for FY 2015 is shown Nil.]

h. Percentage increase over decrease in the market quotation of the shares of the Company in comparison to the rate at which the Company come out with the last public offer. N.A.

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The Average percentile increase made in salaries of employees is 15.07% while that of KMP is 11.50%

j. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

KMP Other than KMP

Remuneration in FY 1513,58,160 3,84,55,847

Revenue 86,74,49,593 86,74,49,593

Remuneration as % of revenue 0.16% 4.43%

Profit before Tax (PBT) 34,34,601 34,34,601

Remuneration (as % of PBT) 39.54% 1119.66%

k. The key parameters for any variable component of remuneration availed by the directors: NA

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:NA

m. Affirmation that the remuneration is as per the remuneration policy of the company The Company affirms remuneration as per the remuneration policy of the Company.

The company does not have any employee covered under the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014.

RISK MANAGEMENT:-

The Company had a Risk Management Committee with defined role and responsibilities. During the year under review, the Committee was constituted in the compliance of requirement of clause 49 of the listing agreement.

EQUAL OPPORTUNITY EMPLOYER:-

The Company has always provided a congenial atmosphere for work to all employees that are free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. The Company has also framed a Policy on "Prevention of Sexual Harassment" at the workplace in line with provisions of the Sexual Harassment of women at Workplace (prevention, prohibition and redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. All the employees are treated with dignity with a view to maintain a work environment free from harassment whether physical, verbal or psychological. There were no cases reported under the said Policy during the year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company's operations in future.

INDUSTRIAL RELATIONS:-

The relationship with the workmen and staff remained co-ordial and harmonious during the year and management received full cooperation from employees.

CAUTIONARY STATEMENT:-

Statements in the Boards' Report and the Management Discussion and Analysis describing the Company's objectives, explanations and predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the company's operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the continuous support and cooperation received from the Business Associates including vendors, customers and Banks. Your Directors greatly appreciates overwhelming cooperation, dedication, commitment and contribution made by employees at all levels and look forward for their continued support in future as well. Your Directors would also wish to place on record their gratitude to the shareholders for having faith on the management of the Company. For and on behalf of the Board of Directors

Place :Ahmedabad Anil T. Patel

Dated:13th August, 2015 Chairman

DIN:00096307

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Seventh Annual Report for the year ended 31st March, 2014.

FINANCIAL PERFORMANCE:

(Rs. in Lacs) Current Year Previous Year 2013-14 2012-13

Sales (Net of Excise) and other Income 4754.29 20535.37

Profit before Interest, Depreciation and taxes 193.42 3587.93

Less: Depreciation 147.05 388.24

Interest 381.29 545.91

Exceptional Item 13680.35 359.70

Provision for Taxation - 810.00

Deferred tax liability -251.08 32.75

Net Profit 13,596.53 2,170.73

Add : Profit & Loss Account Balance B/F 1646.71 1902.36

Amount available for proposed Appropriations 15243.23 4073.09

Proposed Dividend 340.63 1657.50

Transfer to General Reserve 4936.56 500.00

Provision for tax on dividend 57.89 268.89

Balance carried to Balance Sheet 9776.98 1646.70

OPERATIONAL REVIEW:

During the year under review, the Company had a turnover of Rs. 4,754.43 Lacs against Rs. 20,535.37 Lacs in the previous year with total expense of Rs. 5,948.71 Lacs against 17,899.84 Lacs in the previous year. The Company''s Profit before exceptional items and tax was negative Rs. 1,194.28 Lacs (Previous Year Rs. 2,653.78). The Company has earned Net profit for the current year Rs. 13,596.53, with the extraordinary item being consideration on sale of business amounting Rs. 13,680.35 as compared to net profit of Rs. 2,170.73 Lacs in the previous year. The Basic EPS of the Company for the year 2013-2014 before extraordinary item and after extraordinary item is Rs. -0.53 and Rs. 85.29 respectively.

For detailed analysis of the performance, please refer to the Management''s Discussion and Analysis Section of the Annual Report.

BUYBACK OF EQUITY SHARES:

The Company had initiated Buy-Back of Equity shares from the owners/beneficial owners of the Equity Shares, other than the promoters and persons acting in concert, from the Open Market through the Stock Exchange mechanism using the electronic trading facilities of BSE Limited and The National Stock Exchange of India Limited ("Stock Exchanges") at a price not exceeding Rs. 125/- per Equity Share payable in cash for an aggregate amount not exceeding Rs. 16.50 Crore (excluding the Transaction Costs). The Company has bought back 14,19,673 Equity Shares utilizing a total of Rs. 15.2866 Crore (excluding Transaction Costs) and closed the offer on 30.06.2014.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 2.5/- per share on Equity Shares of the Company on 1,51,55,327 (Post Buy-Back) Equity shares of the Company. The dividend will be payable to the members, whose names appear on the register of members on 17th September, 2014.

DEPOSITS:

During the year under review, the Company has not accepted/ renewed deposit from publics/ shareholders as per the applicable provisions of the new Companies Act, 2013 and Companies (acceptance of Deposits) Rules, 2014. Deposits aggregating Rs. 17.40 Lacs were due for repayment on or before 31st March, 2014 bout not claimed by the depositors as on that date. The Company has complied with the provisions of the relevant Rules. There is no overdue deposit as on 31st March, 2014.

CONSOLIDATED ACCOUNTS:

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The audited consolidated financial statements received from subsidiaries as approved by their respective Board of Directors have been prepared in accordance with Accounting Standards- 21 (AS - 21) on the Accounting for investment in Associates.

SUBSIDIARY COMPANIES:

Pursuant to the provisions of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular No: 2/ 2012 dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended 31st March, 2014 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company, on any working day during business hours. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the head offices/registered offices of the respective subsidiary companies.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act"), and based on the representations received from the operating management, the Directors hereby confirm:

. that in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

. that they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of the Company for that period.

. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

. that they have prepared the Annual Accounts on a going concern basis.

- That the Company has adequate internal systems and controls in place to ensure compliance of laws applicable to the Company.

Directors

During the period under review Mr. Ugrabhai V. Patel was appointed as an additional director of the Company on 03.10.2013.

During the period, Mr. Rupesh Mehta, Independent Director of the Company has conveyed his decision not to continue his directorship and placed his resignation which was accepted by the Board of Directors in its meeting held on 03.10.2013. The Directors places their appreciation towards the valuable contribution made by him during his tenure.

At the ensuing Annual General Meeting Mr. Asit A. Patel and Mr. Anand A. Patel who retires by rotation and being eligible offers themselves for re-appointment.

There being no other changes in directorship of the Company during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars regarding conservation of energy, technology absorption and Foreign Exchange earnings and outgo pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the stock exchange, a separate section on corporate governance practices followed by the Company together with a certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this Report.

AUDITORS:

M/s. DJNV & Co., Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment as Statutory Auditors of the Company. As per the provisions of the Companies Act, 2013, M/s. DJNV & Co. are eligible to be appointed for a further maximum period of 3 years. The Auditors have confirmed that their appointment, if made, would be within limit prescribed under section 141 of the Companies Act, 2013 and they are not disqualified for re-appointment. The Board recommends their appointment as a statutory auditors of the Company from the conclusion of ensuing AGM until the conclusion of the next AGM.

COMMENTS ON AUDITORS'' REPORT:

There is no adverse comment in the Auditors'' Report which requires any further explanation.

COST AUDITORS:

Subject to such guideline(s)/order(s) as may be issued by Central Government from time to time, M/s. P. D. Modh & Associates, Cost Accountants, Ahmedabad have been appointed by the Board of Directors of the Company, as a Cost Auditors'' of the Company for the financial year ending on 31st March, 2015 on the recommendation of Audit Committee on a remuneration of Rs. 60,000/- ( Rupees Sixty Thousand only) per annum plus service tax and out of pocket expenses and the same is required to be ratified by the members at the Annual general meeting, as per the provisions of the Companies Act, 2013.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the continuous support and co-operation received from the Business Associates including vendors, customers and Banks. Your Directors greatly appreciates overwhelming co-operation, dedication, commitment and contribution made by employees at all levels and look forward for their continued support in future as well. Your Directors would also wish to place on record their gratitude to the shareholders for having faith on the management of the Company.

For and on behalf of the Board of Directors Place : Ahmedabad Anil T. Patel Dated : 14th August, 2014 Chairman DIN:00096307

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Twenty Sixth Annual Report for the year ended 31st March, 2013.

FINANCIAL PERFORMANCE:

(Rs.in Lacs)

Current Year Previous Year 2012-13 2011-12

Sales (Net of Excise) and other Income 20,535.37 21,777.97

Profit before Interest, Depreciation and taxes 3,587.93 3,624.31

Less: Depreciation 388.24 349.24

Interest 545.91 465.65

Exceptional Item 359.70

Provision for Taxation 810.00 850.00

Deferred tax liability 32.75 134.62

Net Profit 2,170.73 1,824.79

Add : Profit & Loss Account Balance B/F 1,902.36 1,559.17

Amount available for proposed Appropriations 4,073.09 3,383.96

Proposed Dividend 1,657.50 414.37

Transfer to General Reserve 500.00 1,000.00

Provision for tax on dividend 268.89 67.22

Balance carried to Balance Sheet 1,646.70 1,902.36

OPERATIONAL REVIEW:

During the year under review, the Company had a turnover of Rs. 20,535.37 Lacs against Rs. 21,777.97 Lacs in the previous year with total expense ofRs. 17,511.60 Lacs against Rs. 18,647.74 Lacs in the previous year. The Company''s Profit before exceptional items and tax was Rs. 2,653.78 Lacs (Previous Year Rs. 2,809.41). After considering the profit on sale of investment amounting to Rs. 359.70 Lacs and the tax including deferred tax of Rs. 842.75 Lacs, the Company has earned a net profit of Rs. 2,170.73 Lacs as compared to net profit of Rs. 1,824.79 Lacs in the previous year. The EPS of the Company for the year 2012-2013 is Rs. 13.10.

For detailed analysis of the performance, please refer to the Management''s Discussion and Analysis Section of the Annual Report.

DISCONTINUING OPERATIONS:

During the year, under review, your Company has executed a Business Transfer Agreement (BTA) for a strategic joint venture with Switzerland based Ammann Group. Your Company and its wholly owned subsidiary, Apollo Earthmovers Limited (AEML) have transferred their respective identified businesses, being the entire product portfolio of asphalt plants and paver business, excluding, crushing and screening business of GAIL, on 10.04.2013 to Apollo Construction Equipments Limited (ACEL) now Ammann Apollo India Private Limited (AAIPL) on slump sale basis. The transaction was approved by the shareholders through postal ballot procedure. The said deal was closed by discharging the payment as per definitive agreements by and between the joint venture parties. At present, Ammann Group holds 70% equity of AAIPL and balance 30% is retained by AEML, wholly owned subsidiary of GAIL.

RECOGNITION:

During the year, under review, your Company was awarded for being the "2nd Fastest Growing Construction Equipment Company in India" by ASAPP Media Information Group (Publication - Construction World).

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 10/- per share on Equity Shares of the Company amounting to Rs. 1,657.50 Lacs on 1,65,75,000 Equity shares of the Company. The dividend will be payable to the members, whose names appear on the register of members on 21st August, 2013.

DEPOSITS:

During the year under review, the Company has accepted/ renewed deposit from public/ shareholders within the provisions of Section 58A of the Companies Act, 1956 as amended and rules made there under. The Company has complied with the provisions of the relevant Rules. There is no overdue deposit as on 31st March, 2013.

CONSOLIDATED ACCOUNTS:

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The audited consolidated financial statements received from subsidiaries as approved by their respective Board of Directors have been prepared in accordance with Accounting Standards- 21 (AS - 21) on the Accounting for investment in Associates.

SUBSIDIARY COMPANIES:

Pursuant to the provisions of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular No: 2/ 2012 dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2013 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the head offices/registered offices of the respective subsidiary companies. The Company shall furnish a copy of the details of annual accounts of subsidiaries to any member on demand.

RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act"), and based on the representations received from the operating management, the Directors hereby confirm:

Â· that in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

Â· that they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of the Company for that period.

Â· that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

Â· that they have prepared the Annual Accounts on a going concern basis.

DIRECTORS:

During the period under review Mr. Navinchandra V. Shah was appointed as an additional director of the Company.

During the period, Dr. N. T. Patel, Independent Director of the Company has conveyed his decision not to continue his directorship and placed his resignation which was accepted by the Board of Directors in its meeting held on 07.11.2012. The Directors places their appreciation towards the valuable contribution made by him during his tenure.

At the ensuing Annual General Meeting Mr. Anilkumar T. Patel and Mr. Manibhai V. Patel who retires by rotation and being eligible offers themselves for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars regarding conservation of energy, technology absorption and Foreign Exchange earnings and outgo pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies ( Disclosure of Particulars in the Report of Board of Directors ) Rules, 1988 is annexed hereto and forms part of this Report.

PERSONNEL:

During the year, the relations between the Management and the employees of the Company have been very cordial. Particulars of employees as required under the provisions of section 217(2) (A) of the companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in Annexure "B" which forms part of this report.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the stock exchange, a separate section on corporate governance practices followed by the Company together with a certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this Report.

AUDITORS:

M/s. Arvind A. Thakkar & Co., Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and shown their unwillingness for reappointment as Statutory Auditors of the Company and in their place M/s. DNJV & Co., Chartered Accountants are appointed as Statutory Auditors of the Company for the financial year 2013-14. The Auditors have confirmed that their appointment, if made, would be within limit prescribed under section 224(1B) of the Companies Act, 1956 and they are not disqualified, within the meaning of Sub-Sections (3) and (4) of Section 226 of the Companies Act, 1956. Members are requested to consider their appointment.

COMMENTS ON AUDITORS'' REPORT:

There is no adverse comment in the Auditors'' Report which requires any further explanation under Section 217 (3) of the Companies Act, 1956.

COST AUDITORS:

M/s. P. D. Modh & Associates, Cost Accountants, Ahmedabad have been appointed as a Cost Auditors'' of the Company for the financial year 2013-14.

ACKNOWLEDGEMENT:

Your Directors places on record their sincere appreciation for the continuous support and co-operation received from the Business Associates including vendors, customers and Banks. Your Directors greatly appreciates overwhelming co-operation, dedication, commitment and contribution made by employees at all levels and look forward for their continued support in future as well. Your Directors would also wish to place on record their gratitude to the shareholders for having faith on the management of the Company. For and on behalf of the Board of Directors

Place :Ahmedabad Anand A. Patel Anil T. Patel

Dated:1st August, 2013 Whole-Time Director Director

Mar 31, 2012

The Directors have pleasure in presenting the Twenty Fifth Annual Report for the year ended 31st March, 2012.

FINANCIAL PERFORMANCE

(Rs. in Lacs)

Current Year Previous Year 2011-12 2010-11

Sales (Net of Excise) and Other Income 22272.05 19684.29

Profit before Interest, Depreciation and Taxes 3624.31 3797.75

Less : Depreciation 349.24 294.81

Interest 465.65 427.34

Provision for Taxation 850.00 960.00

Deferred tax Liability 134.62 80.14

Earlier Years

Income Tax Provision 00.00 125.00

Net Profit 1824.79 1910.46

Add : Profit & Loss

Account Balance B/F 1559.17 1815.10

Amount available for proposed appropriations 3383.96 3725.56

Proposed Dividend 414.37 414.37

Proposed one-time

Special Dividend 00.00 414.37

Transfer to General Reserve 1000.00 1200.00

Provision for Tax on Dividend 67.22 137.65

Balance carried to Balance Sheet 1902.36 1559.17

OPERATIONAL REVIEW

During the year under review, the Company has achieved a turnover of Rs. 22272.05 Lacs against Rs. 19684.29 Lacs in the previous year, with total expense of Rs. 186474.74 Lacs (Previous year Rs. 15886.54 Lacs). The Company's EBITDA was Rs. 3624.31 Lacs (Previous Year Rs. 3797.75 Lacs). After considering the interest charges of Rs. 465.65 Lacs, depreciation of Rs. 349.24 Lacs, provision for taxation of Rs. 850 Lacs, the Company has earned a net profit of Rs. 1824.79 Lacs as compared to net profit of Rs. 1910.46 Lacs in the previous year. The EPS of the Company for the year 2011- 2012 is Rs. 11.01.

The decrease in profitability is mainly due to increase in the input cost especially raw material cost without increase in the selling price owing to market pressures.

For detailed analysis of the performance, please refer to the Management's Discussion and Analysis Section of the Annual Report.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2.50 per share on Equity Shares of the Company amounting to Rs. 414.37 Lacs on 1,65,75,000 Equity shares of the Company. The dividend will be payable to the members, whose names appear on the register of members on 18th September, 2012.

DEPOSITS

During the year under review, the Company has accepted/ renewed deposit from public/ shareholders within the provisions of Section 58A of the Companies Act, 1956 as amended and rules made there under. The company has complied with the provisions of the relevant Rules. There is no overdue deposit as on 31st March, 2012, except for 86 matured but unclaimed deposits amounting to Rs. 25.75 Lacs.

CONSOLIDATED ACCOUNTS

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The audited consolidated financial statements received from subsidiaries as approved by their respective Board of Directors have been prepared in accordance with Accounting Standards - 21 (AS Ã 21) on the Accounting for investment in Associates.

SUBSIDIARY COMPANIES

Pursuant to the provisions of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular No: 2/2012 dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company's subsidiaries for the financial year ended March 31, 2012 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the head offices/registered offices of the respective subsidiary companies. The Company shall furnish a copy of the details of annual accounts of subsidiaries to any member on demand.

RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act") and based on the representations received from the operating management, the Directors hereby confirm:

that in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

that they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of the Company for that period.

that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

that they have prepared the Annual Accounts on a going concern basis.

DIRECTORS

During the period under review Mr. Rupesh P. Mehta was appointed as an additional director of the Company on 20th October, 2011.

During the period Mr. R. C. Gosain resigned as a Director of the Company which was accepted by the members at its 24th AGM held on 21-09-2011.

On 10-08-2012, Mr. Ajitkumar T. Patel, Whole-Time Director resigned as a Director of the Company. The Board of Directors accepted the same in their Board Meeting held on 11-08-2012.

At the ensuing Annual General Meeting Dr. N. T. Patel and Dr. N.V. Vasani who retires by rotation and being eligible offers themselves for re-appointment.

However, Dr. N. V. Vasani, has conveyed his decision not to offer himself for re-appointment due to his ill health. The Board of Directors will fill the vacancy caused by retirement of Dr. N. V. Vasani.

The members of the Board expressed their sincere gratitude for the valuable contribution rendered by all retiring Directors towards the performance of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABRORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars regarding conservation of energy and technology absorption and Foreign Exchange earnings and outgo pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies ( Disclosure of Particulars in the Report of Board of Directors ) Rules, 1988 are given in the Annexure "A" which forms part of this Report.

PERSONNEL

During the year, the relations between the Management and the employees of the Company have been very cordial. Particulars of employees as required under the provisions of section 217(2)(A) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in Annexure "B" which forms part of this report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the stock exchange, a separate section on corporate governance practices followed by the Company together with a certificate from the Company's Auditors confirming compliance is set out in the Annexure forming part of this Report.

AUDITORS

M/s. Arvind A. Thakkar & Co., Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment as Auditors of the Company. The Auditors have confirmed that their appointment, if made, would be within limit prescribed under section 224(1 B) of the Companies Act, 1956 and they are not disqualified, within the meaning of Sub-Sections (3) and (4) of Section 226 of the Companies Act, 1956.

COMMENTS ON AUDITORS' REPORT:

There is no adverse comment in the Auditors' Report which requires any further explanation under Section 217 (3) of the Companies Act, 1956.

COST AUDITORS:

M/s. P. D. Modh & Associates, Cost Accountants, Ahmedabad have been appointed as a Cost Auditors' of the Company for the financial year 2012-2013.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the continuous support and co- operation received from the Business Associates including vendors, customers and Banks and the services rendered by the employees of the Company and look forward to their continued support in the years to come. Your Directors are also grateful to their shareholders for having faith on the management of the Company.

For and on behalf of the Board of Directors

Place : Ditasan, Mehsana Asit A. Patel Anil T. Patel

Dated : 11th August, 2012 Managing Director Director

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report for the year ended 31 st March, 2011.

FINANCIAL PERFORMANCE

(Rupees in Lacs)

Current Year Previous Year 2010-11 2009-10

Sales (Net of Excise) and Other Income 20185.08 20500.50

Profit before Interest, Depreciation and Taxes 3628.35 4484.11

Less : Depreciation 294.80 214.39

Interest 257.95 126.85

Provision for Taxation 960.00 1345.00

Deferred tax Liability 80.14 104.45

Earlier Years

Income Tax Provision 125.00 00.00

Net Profit 1910.46 2693.41

Add : Profit & Loss

Account Balance B/F 1815.10 1106.48

Amount available for proposed appropriations 3725.56 3799.90

Proposed Dividend 414.37 414.37

Proposed one-time

Special Dividend 414.37 00.00

Transfer to General Reserve 1200.00 1500.00

Provision for Tax on Dividend 137.65 70.42

Balance carried to Balance Sheet 1559.17 1815.10

OPERATIONAL REVIEW

During the year under review, the Company achieved a turnover of Rs. 197.91 Crores as against Rs. 201.69 Crores in the previous year. The Company's EBITDA was Rs. 36.28 Crores (Previous year Rs. 44.84 Crores) which has been reduced by approx. 19%. After considering the interest charges of Rs. 2.58 Crores, depreciation of Rs. 2.95 Crores, provision for taxation of Rs. 9.60 Crores, the Company has earned a net profit of Rs. 19.10 Crores as compared to net profit of Rs. 26.93 Crores in the previous year. The EPS of the Company for the year 2010-2011 is Rs. 12.28.

The decrease in profitability is mainly due to increase in the input cost especially raw material cost, without increase in the selling price owing to market pressures. However, the company has tried to reduce the other operational costs.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2.50 per share and one time special dividend of Rs. 2.50 per share for entering into 25th year, aggregating to Rs. 5.00 per share on Equity Shares of the Company amounting to Rs. 828.75 Lacs on 1,65,75,000 Equity shares of the company. The dividend will be payable to the members, whose names appear on the register of members on 13th September, 2011.

DEPOSITS

During the year under review, the Company has accepted/ renewed deposit from public/ shareholders within the provisions of Section 58A of the Companies Act, 1956 as amended and rules made there under. The company has complied with the provisions of the relevant Rules. There is no overdue deposit as on 31st March, 2011.

CONSOLIDATED ACCOUNTS

The audited consolidated financial statements received from subsidiaries as approved by their respective Board of Directors have been prepared in accordance with Accounting Standards-21 (AS Ã 21) on the Accounting for investment in Associates.

SUBSIDIARY COMPANIES

In the terms of Notification No. 5/12/2007-CL-III issued by MCA vide General Circular No : 2/2011 dated 8th February, 2011, general exemption has been granted wherein copies of Balance Sheet, Profit and Loss Account, Report of Board of Directors and the Report of the Auditors of the subsidiary companies are not required to be attached with the Annual Accounts of the Company. The Statement showing details of Subsidiary Companies are attached herewith and forms a part of the report. The Company will keep these documents at the Registered Office of the company and its subsidiaries and make them available upon the request by any shareholder of Company as well as any shareholder of its subsidiaries.

During the year, one of the Company's Fellow Subsidiaries namely Apollo Industrial Products Limited merged with the subsidiary namely Apollo Earthmovers Limited as per the Honorable Gujarat High Court's order dated 30th March, 2011.

RESPONSIBILITY STATEMENT

The Directors confirms:

- That in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

- That they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of the Company for that period.

- That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- That they have prepared the Annual Accounts on a going concern basis.

DIRECTORS

Mr. Ajitkumar T. Patel and Mr. R. C. Gosain, the directors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment. You are requested to reappoint them.

CONSERVATION OF ENERGY, TECHNOLOGY ABRORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars regarding conservation of energy and technology absorption and Foreign Exchange earnings and outgo pursuant to Section 217 (1) (e) of the Companies Act 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are given in the Annexure "A" which forms part of this Report.

PERSONNEL

During the year, the relations between the Management and the employees of the Company have been very cordial. Particulars of employees as required under the provisions of section 217(2)(A) of the companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in Annexure "B" which forms part of this report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the stock exchange, a separate section on corporate governance practices followed by the company together with a certificate from the company's Auditors confirming compliance is set out in the Annexure forming part of this Report.

AUDITORS

M/s. Arvind A. Thakkar & Co., Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment as a Auditor of the company. The Auditors have confirmed that their appointment, if made, would be within limit prescribed under section 224(1B) of the Companies Act, 1956 and they are not disqualified, within the meaning of Sub- Sections (3) and (4) of Section 226 of the Companies Act, 1956.

COMMENT ON AUDITORS' REPORT

There is no adverse comment in the Auditors' Report which requires any further explanation under Section 217(3) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the continuous support and co- operation received from the Business Associates including vendors, customers, Banks etc. as well as the services rendered by the employees of the company and look forward to their continued support in the years to come. Your Directors are also grateful to their shareholders for having faith on the management of the Company.

For and on behalf of the Board of Directors

Place :Ditasan, Mehsana ANIL T. PATEL

Dated :12th August, 2011 Chairman

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Third Annual Report for the year ended 31st March, 2010.

FINANCIAL PERFORMANCE

(Rupees in Lacs)

Current Year Previous Year

2009-10 2008-09

Sales (Net of Excise)

and Other Income 20500.50 16990.71

Profit before Interest,

Depreciation and Taxes 4484.11 3565.70

Less : Interest 126.85 146.79

Depreciation 214.39 182.77

Provision for Taxation 1345.00 1050.00

Deferred tax Liability 104.45 03.97

Fringe Benefit Tax 00.00 20.00

Net Profit 2693.41 2162.16

Add : Profit & Loss

Account Balance B/F 1106.48 1312.86

Amount available for

proposed appropriations 3799.90 3475.02

Proposed Dividend 414.37 315.00

Transfer to General Reserve 1500.00 2000.00

Provision for Tax on Dividend 70.42 53.53

Balance carried to

Balance Sheet 1815.10 1106.48

OPERATIONAL REVIEW

During the year under review, the Company achieved a turnover of Rs. 201.69 crores against Rs. 167.10 crores in the previous year registering a growth of 20.70 %. EBITDA at Rs. 44.84 crores (Previous year Rs. 35.65 crores) is higher by 25.78 %. After considering the interest charges of Rs. 1.27 crores, depreciation of Rs. 2.14 crores, provision for taxation of Rs. 13.45 crores, the Company has earned a net profit of Rs. 26.93 crores as compared to Profit of Rs. 21.62 Crores in the previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2.50/- per share on Equity Shares of the company aggregating to Rs. 414.38 Lacs on 1,65,75,000 Equity shares of the company. The dividend will be payable to the members, whose names appear on the register of members on 17th September, 2010.

MANAGEMENT REVIEW:

Industry structure and development

The road construction equipment industry in India can be broadly classified into two categories:

a) High technology equipment like Batch type asphalt plant and Sensor pavers

b) Medium / low technology equipment like Drum type asphalt plant, Wet mix mecadam plant and Mechanical pavers.

The competition in (a) is with foreign players and in that of (b) it is with local players.

The major development in the road construction industry is the entry of high level Indian corporate bodies and several construction majors in the world. Thanks to the positive government policies, the road construction industry in India is poised for a good sustainable growth.

Products:

All the products manufactured and sold by the company and its subsidiaries can be generally classified into two major categories. The first is mobile construction machinery such as paver finishers of all types and sizes and bitumen pressure distributors. The second one being industrial plants such as batch mix plants, drum mix plants, wet mix plant and crushing and screening plants. During the year, company has undertaken a comprehensive operational restructuring. Under this exercise, manufacturing of all the products under industrial plants are consolidated at Gujarat Apollo Industries Ltd., manufacturing of mobile construction machinery is now being done by Apollo Earthmovers Ltd., and its subsidiary Apollo Industrial Products Ltd., This restructuring is bound to prove very useful in dealing with different industry challenges and dynamics.

During the year, company has formed a wholly owned subsidiary Apollo Maschinenbau Gmbh at Germany. This company is initially focusing on the crushing and screening products. With this subsidiary, company intends to create a base for catering into the eastern European countries.

The crushing and mineral processing range of equipment launched in 08-09 has found satisfactory acceptance with the customers in India. This product line contributed 700 Lacs to the companys revenue. The 9 and 6 meter width sensor pavers introduced in 2009-10 is also gaining market acceptance. With this product line, the company expects to increase its market share appreciably in this market segment.

The year that was and the future outlook

The overall economic conditions in India improved in Financial Year 2009-10 with the GDP growth of 7.4% which was more than the projected growth of 6.7%. In the first half of 2009-10, the global economy was slowly getting out of the recession and the consequent economic slow down. India did reasonably well in this period. Availability of project finance, which was a major constraint for the customers in 2008-09, was better. The overall scenario, while cannot be termed as picture perfect, was definitely far betterthan 2008- 09. The improvement on the economic front in India continued in the second half of 2009-10 as well.

With specific reference to our industry, increase in the percentage of Viability Gap Funding (VGP) has made the Build Operate & Transfer (BOT) business model attractive and sustainable to the contractors.This resulted in good participation of contractors in the tenders floated by NHAI and other Government departments. NHAI did award about 65% of the target contracts during 2009-10. The economic condition in the overseas markets, however, did not improve as well as anticipated. In many countries, obtaining finance for purchase of equipment continued to be an extremely difficult task. Overall, it is estimated that the market for road construction machinery which shrunk by about 20-25% in Financial Year 2008-09, had recovered to the levels of Financial Year 2007-08, in the year under review. Given this, the companys overall performance in Financial Year 2009-10 can be termed satisfactory.

The thrust on export business continued in Financial Year 2009-10 with a revenue of Rs. 40.09 crores, including deemed exports, contributing to 19.88 % of total turnover (Previous Year 24%) In Financial Year 2009-10, the company achieved break through in Libya, Angola and Egypt.

Honble Minister of Road Transport is continuing with his thrust on road sector and in Financial Year 2010-11, contracts for 24000 kms. of road is expected to be awarded. With this kind of commitment from the central and various state governments, combined with the steady progress of PMGSY, the road construction equipment industry is expected to grow by 15-20% in Financial Year

More and more new players, both from India and abroad are entering the road construction industry which is a good sign for the industry. Estimates indicate that the economic conditions will continue to be on the upswing. The public sector banks who are now active players in financing road projects are sitting on large amounts of funds; hence project finance availability will not be a constraint.

On the domestic front, the company has strenghened the new branches opened at Kolkata and Guwahati by commencing the stocking and sale of spare parts to cater to the needs of eastern and north eastern regions. In 2010-11, the company expects to put in place similar arrangements in Patna and Raipur. The latest addition is Chandigarh branch, to cater Punjab/Haryana & HP. This pan India presence gives the company the requisite competitive edge.

Exports will continue to be a thrust area. In 2010-11, apart from existing markets, the company will focus on South Africa, New Zealand and South America. In the international markets, five new dealers have been appointed, taking the total number to eight.

Risk, concerns and action plan

The major strength of the industry is Government of India emphasis on road development. The revenues are totally depended on the pace of investment by the Government in the road construction segment.

All the competitors from abroad are highly focussed in Indian market given the plateau / negative growth in their own markets. The competition is intense. This is likely put pressure on profit margins.

The company percieves possible competition from China and shift of preference to used equipment as sources of concern.

The company has been meticulously following the value engineering philosophy. This has helped the company in offering the products and services at competitive prices without hurting the bottom line.

The pan India presence combined with competitive spare part prices result in a low product life cycle cost of Apollo equipment.

The company is putting in place a world renowned Customer Relationship Management system which would take the market intelligence and customer support to the next level.

Internal control systems

The company works in a SAP environment, which covers all the activities related to manufacturing of equipment and spare parts. The branch operations are totally system driven with the requisite checks and balances. The company has its own internal audit team and has also engaged the services of Deloitte as Internal Auditors.

Human Resource

Over the years, the company has invested very highly on its human resources. All the operations of the company are run by professionals with the right qualifications and experience. Training for enhancement of skills is an ongoing exercise.

DEPOSITS

During the year under review, the Company has accepted/ renewed deposit from public/ shareholders within the provisions of Section 58Aofthe Companies Act., 1956 as amended and rules made there under. The company has complied with the provisions of the relevant Rules. There is no overdue deposit as on 31st March, 2010.

CONSOLIDATED ACCOUNTS

The audited consolidated financial statements received from subsidiaries as approved by their respective Board of Directors have been prepared in accordance with Accounting Standards:- 21 ( AS - 21 ) on the Accounting for investment in Associates.

SUBSIDIARY COMPANIES

As required under section 212 of the Companys Act, 1956, a statement of the holding companys interest in the

Subsidiary companies is attached as "Annexure" and forms a part of this report. In the terms of approval granted by the Central Government under the provisions of Section 212(8) of the Companies Act, 1956, copies of Balance Sheet, Profit and Loss Account, Report of Board of Directors and the Report of the Auditors of the subsidiary companies have not been attached with the Annual Accounts of the Company. However, company has not sought exemption for attaching copy of Balance Sheet, Profit and Loss Account in respect of Apollo Maschinenbau GmbH, and therefore, same is attached with this Annual Accounts. The company will keep these documents at the Registered office of the company and its subsidiaries and make them available upon the request by any investor of Company as well as any investor of its subsidiaries.

RESPONSIBILITY STATEMENT

The Directors confirms:

a) That in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

b) That they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of the Company for that period.

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That they have prepared the Annual Accounts on a going concern basis.

DIRECTORS

Mr. Anil T. Patel and Mr. Manibhai V. Patel, the director of the Company retire at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re appointment. You are requested to reappoint them.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

The particulars regarding conservation of energy and technology absorption and Foreign Exchange earning and outgo pursuant to Section 217 (1) (e) of the Companies Act 1956 read with Rule 2 of the Companies ( Disclosure of Particulars in the Report of Board of Directors ) Rules 1988 are given in the Annexure " A." which forms part of this Report.

PERSONNEL

During the year, the relations between the Management and the employees of the Company have been very cordial. Particulars of employees as required under the provisions of section 217(2) ( A) of the companies Act, 1956 read with Rule 2 of the Companies ( Disclosure of particulars in the report of board of directors ) Rules 1988 are given in annexure : B.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the stock exchange, a separate section on corporate governance practices followed by the company together with a certificate from the companys Auditors confirming compliance is set out in the Annexure forming part of this Report.

AUDITORS

M/s Arvind A. Thakkar & Co., Chartered Accountants Ahmedabad retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment as a Auditor of the company. The Auditors have confirmed that their appointment, if made would be within limit prescribed under section 224(1B) of the Companies Act, 1956 and they are not disqualified, within the meaning of Sub- Sections (3) and (4) of Section 226 of the Companies Act, 1956.

AUDITORS REPORT:

Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, which have been relied upon by us, we report that no fraud on or by the company has been noticed or reported during the course of audit..

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the co-operation received from the Banks and Financial institutions and the services rendered by the employees and look forward to their continued support in the years to come.

For and on behalf of the Board of Directors

Place : Ditasan, Mehsana ANIL T. PATEL

Dated : 30th July, 2010 Chairman

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