apis india ltd Directors report

To

The Members,

APIS India Limited

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

1. FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY:

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

a) DIVIDEND

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

b) SHARE CAPITAL

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

In pursuant to the order the preference shares allotted by the Company to the Transferor Companies has been Cancelled and reclassified it to the Authorised equity share capital, therefore the paid up share capital of your Company as on March 31, 2023 was 5,51,00,760/- divided into 55,100,76 equity shares of 10/- each.

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

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

The Company is one of the leaders in the field of organized honey trade in India. With its world class in-house facility for testing, processing and filtration for honey. It has a state of art manufacturing facility spread over 7 acres in Roorkee, Uttarakhand with a capacity to process over 100 tonnes of honey per day. With a mission to make pure and natural products, a part of consumers everyday life, the Company has also forayed into Tea, Cookies and Preserves considering the changing purchase dynamic & growing need for branded quality packaged products.

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

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

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

Operations

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

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

a) Honey:

The Company product under the brand name of APIS Himalaya have now become an important player in branded

Honey segment in India. The Company offers a wide variety in honey like-Acacia, Eucalyptus, Himalaya Honey, Lychee, Sunflower and wild Flower Forest, mainly for the international market.

Value Added Honey

The Company has taken honey to the next level! By adding the medicinal extracts of indigenous flavour to the good old honey, the Company has present our range of magic potions.

I. Bee Fit Honey

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

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

II. Lemon Infused Honey

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

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

III. Lychee Honey

The Company has lunch this year a new product in its Honey category i.e. Lychee Honey. Lychee is a great source of dietary fiber, protein, proanthocyanidins and polyphenolic compounds, which makes it an energizing fruit. Lychee Honey is helpful in digestive issues, cognitive disorders, helps improving blood circulation, and protecting the body from various diseases and afflictions. Lychee honey has the wealth of potassium and organic compounds, which are connected to a number of important health benefits. So, choose the delicious way to heath today!

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

IV. Sitopladi Honey

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

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

V. Tulsi Infused Honey

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

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

VI. Ginger Honey

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

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

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

b) Green Tea

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

c) Spicelicious Pickles

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

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

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

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

North Indian Pickles

i. Green Chilli Pickle

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

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

ii. Lime Pickle

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

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

iii. Mango Tang

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

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

iv. Mixed Veggies Pickle

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

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

v. Red Stuff Pickle

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

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

South Indian Pickles

i. Gongura Pickle

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

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

ii. Lime Pickle

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

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

iii. Mango Tang

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

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

iv. Mixed Veggies Pickle

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

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

v. Tomato Pickle

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

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

d) Preserves

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

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

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

e) Dates

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

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

• Premium Seeded Dates

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

• Royal Zahidi Dates

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

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

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

• Arabian Pearls Dates

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

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

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

• Shahana Dates

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

• Ajwa Dates

Ajwa dates are soft dry, medium-size date variety liat is about 3 centimeters in lengli. Ajwa dates have a glossy black- brown skin and pulp. lie pulp surrounds a central elongated seed liat is often removed. Ajwa dates have a meaty, chewy texture and a sweet flavor wili hints of caramel, honey, and cinnamon. Ajwa Dates are available in the 400gm pack.

• Khenaizi Dates

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

• Deseeded Dates

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

f) Fruitilicious Jam

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

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

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

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

g) Macaroni

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

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

h) Soya Chunks

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

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

i) Apple Cider Vinegar

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

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

j) Corn Flakes

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

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

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

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

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

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

3. TRANSFER TO RESERVES

As permitted under the Act, the Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for FY 2022-23 in the profit and loss account.

4. LISTING OF SHARES

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

5. SCHEME OF AMALGAMATION

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

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

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

2021, as modified its order dated 7th January

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

The Members are informed that meeting of

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

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

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

6. SUBSIDIARY & GROUP COMPANIES

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

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

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

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

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

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

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Amendment Rules, 2014 the report on highlights of performance of subsidiaries, associates and Joint Venture Companies and their contribution to the overall performance of the Company is attached as Annexure-I to this report. Information with respect to financial position of the above entities can be referred in form "AOC-1" which forms part of the notes to the consolidated financial statements.

7. FINANCIAL STATEMENTS

In accordance with the Ministry of Corporate Affairs ("MCA") circular dated January 13, 2021 read with circulars dated April 08, 2020, April 13, 2020 and May 5, 2020, the Annual Report 2022-23 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including consolidated financial statements, prepared as per the requirements of Schedule III to the Act, Directors Report (including Integrated Reporting and Management Discussion & Analysis and Corporate Governance Report) is being sent only via email to all shareholders who have provided their email address(es).

The Annual Report 2022-23 is also available at the Companys website at www.apisindia. com.

8. CONSOLIDATED FINANCIAL

STATEMENTS

The consolidated Financial Statements of your company for the Financial Year 2022-23 have been prepared in accordance with the principles and procedures of Indian Accounting Standards 110 (Ind AS) as notified under the Companies (Ind As) Rules, 2015 as specified under section 133 of the Companies Act, 2013 ("the Act") as amended time to time.

In compliance to Section 129 of the Act read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements)

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

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

9. CREDIT RATING

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

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

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

11. DETAILS OF BOARD MEETING

During the year 04 (Four) Board Meetings and 5 (Five) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.

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

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

12. ANNUAL RETURN

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

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

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

Vigil Mechanism / Whistle Blower Policy

Your Company has zero tolerance policy for any form of unethical behaviour. In accordance with Section 177(9) of the Act, Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, Company has formulated vigil mechanism viz., Whistle Blower Policy to encourage the company employees who have knowledge of actual or suspected violation, malpractices, corruption, fraud or unethical conduct, leak of unpublished price sensitive information. The employees can come forward and express their legitimate concerns to the Audit Committee Chairman without any fear of reprimand, victimisation or unfair treatment.

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

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

14. DIRECTORSRESPONSIBILITY STATEMENT

The Board of Directors hereby confirms and accepts the responsibility for the following in respect of the Audited Annual Accounts for the financial year ended March 31, 2023:

(a) that in the preparation of the annual accounts for the financial year ending 31st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

(d) that the annual accounts/financial statements have been prepared on a going concern basis; and

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

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

15. PARTICULARS OF LOANS,

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

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

16. AUDITORS

i) Statutory Report and their Report

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

As required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The auditor report given by M/s G A M S & Associates LLP., Chartered Accountants, Statutory Auditors, on the (Standalone and Consolidated) Financial Statements of the Company for the year ended on March 31, 2023, forms part of the Annual Report and self-explanatory. There has been no qualification, reservation or adverse remarks or any disclaimer in their report.

Reporting of frauds:

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

ii) Cost Auditors

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

iii) Secretarial Auditors and Secretarial Audit Report

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

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

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

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

iv) Internal Auditors

TheThe Board of Directors on recommendation of Audit Committee appointed M/s ASRV & Associates, Chartered Accountants as Internal Auditors of the company in pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) for the financial year 2023-24.

17. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS

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

All Related Party Transactions entered into by your Company during the Financial Year 2022-23 were on an arms length basis and were in the ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company. Requisite prior approval of the Audit Committee was obtained for Related Party Transactions.

The disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Section 134(3)(h) and Section 188 of the Companies Act, 2013 read with the Rule 8(2) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure-IV. Attention of Members is also drawn to the disclosure of transactions with related parties set out in Note No.38 of Standalone Financial Statements, forming part of the Annual Report. None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

18. INTERNAL FINANCIAL CONTROL

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

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

19. RISK MANAGEMENT POLICY

In Compliance with the requirement of the Companies Act, 2013 the Company has put in place Risk Minimization and Assessment Procedure. In order to effectively and efficiently manage risk and address challenges, the Company has formulated Risk Management Policy.

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

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

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

20. COMMITTEES OF BOARD

(i) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

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

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

Based on the recommendations of the

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

The Company is committed to Corporate Social Responsibility. The Company during the year ended March 31, 2023, was required to spend 2% of the average net profit of the Company for three immediately preceding financial years i.e. 14.60 Lakh. During the year under review, your Company as part of its CSR initiatives has spent an amount aggregating to 12.00 Lakh on the activities/projects covered under the CSR Policy of the Company after adjusting 3.00 Lakh surplus lying in previous years.

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

(ii) AUDIT COMMITTEE

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

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

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

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

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

The composition of Audit Committee is as follows:

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

(iii) NOMINATION AND REMUNERATION COMMITTEE

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

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

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

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

(iv) STAKEHOLDER RELATIONSHIP COMMITTEE

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

21. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

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

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

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

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

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

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

22. DIRECTORS & KEY MANAGERIAL PERSONNEL

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

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

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

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

iii) Appointment of Mr. Mukesh Kasana as Independent Director

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

iv) Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Article of Association of the Company read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Vimal Anand (DIN: 00951380) retires by rotation at the ensuing Annual General Meeting and being eligible, has offers himself for re-appointment. The details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Mr. Vimal Anand are provided in the Notice of 41st Annual General Meeting.

The Board recommends his re appointment.

viii) Woman Director

In terms of Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has appointed Mrs. Sunita Chaddha (DIN: 03398434) who is serving on the Board of the Company as Independent Director.

23. EVALUATION OF THE BOARDS PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholder Grievances Committee and Corporate Social Responsibility Committee.

A Separate meeting of the independent directors (Annual Independent Director meeting) was convened, which reviewed the performance of the Board (as a whole), the non- independent directors and the chairperson. Post of Annual ID meeting, the collective feedback of each of the independent directors was discussed by the Chairperson of the Nomination and Remuneration Committee with the Boards Chairperson covering performance of the Board as a whole performance of the non-independent directors and performance of the Board Chairman.

24. DEPOSIT

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

25. LOAN FROM DIRECTOR

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

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

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

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

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

27. CORPORATE GOVERNANCE

As per the requirement of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 executed with the Stock Exchange(s), a report on Corporate Governance is annexed, which forms part of this Annual Report. A certificate from a Practising Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed.

28. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

29. SEXUAL HARASSMENT OF WOMAN AT WORK PLACE

The Company has zero tolerance for sexual harassment at workplace and has formulated a policy on Prevention, Prohibition and Redressal of Sexual harassment at the workplace, in line with the provisions of the Sexual Harassment of woman at workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under.

The Policy aim to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

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

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

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

30. INDEPENDENT DIRECTORS

FAMILIARISATION PROGRAMME

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

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

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

31. PARTICULARS OF EMPLOYEES

Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel), Amendment Rules, 2016, a statement showing the names and other particulars of the top ten employees and the employees drawing remuneration in excess of the limits set out in the said rules is enclosed as Annexure-VI and forms part of this Report.

32. MANAGERIAL REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure-VII, forming part of this report.

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

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

34. BUY BACK OF SECURITIES

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

35. SWEAT EQUITY

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

36. BONUS SHARES

No Bonus shares were issued during the year under review.

37. EMPLOYEE STOCK OPTION SCHEME

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

38. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

39. SECRETARIAL STANDARDS

As on March 31, 2023 the Secretarial Standard 1 & 2 on Board Meeting has been notified and the Company has complied with the requirements of the said Secretarial Standards.

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

40. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

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

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

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

Acknowledgements

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

	By order of the Board of Directors
	For APIS India Limited
Place: New Delhi	Amit Anand	Prem Anand
Date: August 14, 2023	Managing Director	Director & Chairperson
	DIN: 00951321	DIN: 00951873