Apex Ecotech Ltd Directors Report

OPERATIONAL RESULTS AND STATE OF COMPANY AFFAIRS:

During the year under review, the Company has earned a total revenue from operations of Rs. 7,095.53 Lakh for the year ended March 31, 2025 as against Rs. 5,308.09 Lakh in the previous financial year, recording an increase of 33.67%.

The Company has recorded a profit (PBT) of Rs. 1,138.48 Lakh for the year ended March 31, 2025 as compared to Rs. 897.80 Lakh in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2025 stood at Rs. 856.08 Lakh as compared to Rs. 663.04 Lakh in the previous financial year, recording an increase of 29.115

Earnings per share (EPS) for the financial year 2024-25 is Rs. 7.91 showing an increase from the previous years Rs. 6.88, recording an increase of 14.97%.

The increase in profits can be attributed to the enhanced performance of the company. The Board assures stakeholders that the management is fully committed to implementing comprehensive strategies aiming at maximizing the companys profitability.

DECLARATION OF DIVIDEND

The Board of Directors, considering the Companys future plans, decided to conserve the resources and not recommend any dividend for the year under review.

DIVIDEND DISTRIBUTION POLICY

The provisions pertaining to dividend distribution policy is not applicable to the Company and accordingly the Company does not have any dividend distribution policy in place for the period under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF"). During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to

Investor Education and Protection Fund.

TRANSFER OF AMOUNT TO RESERVES:

Pursuant to the provision of section 134(3)(j) of the

Companies Act, 2013, Rs. 856.08 Lakh were transferred, being the Profit of the period to the Surplus in the statement of Profit and Loss Account of the Company during the year under review. The company has a closing balance of Rs. 3304.86 lakh as Reserves and Surplus as on March 31, 2025.

CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of manufacturing, commissioning and O&M of Water

Treatment Plant (WTP), Effluent Treatment Plant (ETP), Zero Liquid Damage (ZLD) etc. During the year,

Company has not changed its business or object and continues to be in the same line of business as per main object of the company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATES AND THE DATE OF THIS REPORT:

Save as mentioned elsewhere in this Report, There are no material changes and commitments affecting the financial position of the Company which have occurred between the date of the Balance Sheet and the date of this Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant material orders have been passed by the

Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5)(v) & (vi) of Companies (Accounts)

Rules, 2014 relating to deposits, covered under Chapter

V of the Act is not required to be given.

CAPITAL STRUCTURE:

AUTHORIZED SHARE CAPITAL

As on March 31, 2025, The Authorized Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Crore) which comprised with 1,50,00,000 shares of Rs

10/- each.

During the year there was no change in the Authorised Share Capital of the Company.

The Companys issued share capital structure is as mentioned below:

ISSUED AND PAID-UP CAPITAL

The Paid-up Equity Share Capital as on March 31, 2025 was Rs. 13,18,52,000/- (Rupees Thirteen Crore Eighteen Lakh Fifty-Two Thousand Only) divided into 1,31,85,200

Shares of Rs. 10/- each.

All the Equity Shares of the Company are in dematerialization form.

During the Fiscal year under review, in two instances, when issued share capital of the company was increased, as mentioned here:

I. Bonus Issue (Capitalisation of Reserves)

The Company issued bonus shares in the ratio of

9:1, i.e., nine fully paid-up equity share for every one equity shares held, by capitalizing the accumulated profits and loss of the Company. A total of 87,17,400 bonus shares were allotted. These bonus shares rank pari passu in all respects with the existing equity shares of the Company.

II. Initial public offer & Utilization of Proceeds

Pursuant to SEBI (Issue of Capital and Disclosure

Requirements) Regulations, 2018 and the applicable sections of the Companies Act, 2013, the Company successfully completed its SME-

Share. The issue comprised of a complete Fresh

Issue of 34,99,200 Equity Shares of INR 10/- each amounting to INR 2554.42 lakhs at a Premium of INR 63 per equity share.

The Companys IPO received an overwhelming response from the investors and the issue was oversubscribed. Consequently, the Equity Shares of your Company listed on the National Stock

Exchange of India Limited (‘NSE) EMERGE Platform.

DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

The company does not have any Holding, Subsidiaries, Associate Company, or Joint Venture as on March

31, 2025. Nor any company ceased to be a Holding,

Subsidiary, Associate Company or Joint Venture during the period under review.

LISTING OF SHARES:

The Companys equity shares are listed on NSE Emerge

SME platform of National Stock Exchange of India

Limited (EMERGE Platform) with Symbol APEXECO.

The Company is regular in payment of Annual Listing Fees. The Company has paid Listing Fees up to the year

2024-25.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the Financial Year 2024-25 there were no changes in the composition of the board. However Mrs. Kirti Jain, Company Secretary and Compliance Officer of the Company resigned from the position of Company Secretary and Compliance Officer w.e.f 30 ^th June, 2025.

INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have been registered under the Independent Directors Databank maintained by Indian Institute of Corporate Affairs.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfil the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013.

DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET RE-APPOINTED

Pursuant to Section 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.

Pursuant to the provisions of Section 152 of the Companies Act,

2013, Mr. Ajay Raina (DIN: 02042979) and Mr. Ramakrishnan Balasundaram Aiyer (DIN: 02321328), Directors of the

Company retires by rotation at the ensuing Annual General

Meeting and being eligible, have offered themselves to be re-appointed as Directors of the Company.

The Board recommends the re-appointment of Mr. Ajay Raina (DIN: 02042979) and Mr. Ramakrishnan Balasundaram Aiyer (DIN: 02321328) as Directors of the Company liable to retire by rotation. Brief profile of the directors seeking appointment/re-appointment and other details has been given in ANNEXURE-1 of the notice of the ensuing AGM.

BOARD AND COMMITTEE MEETING:

BOARD MEETINGS DURING THE FINANCIAL YEAR 2024-25

The Board meets at regular intervals to discuss and take a view of the Companys policies and strategy apart from other Board matters. The Board of Directors met 12 times during the financial year ended March 31 ^st 2025. in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The intervening gap between two Board Meeting was within the period prescribed under the Companies Act, 2013 and as per

Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

COMMITTEES OF THE BOARD

The Board of Directors has constituted the following Committees to effectively deliberate its duties:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee*

*Stakeholders Relationship Committee has been established as a part of the Good Corporate Governance practices

NUMBER OF COMMITTEE MEETING:

During the financial year 2024-25, the Audit Committee convened 6 (Six) times to deliberate on crucial financial matters and ensure compliance with regulatory standards. The Stakeholders Relationship Committee meeting was held

1 (once) during the year to address stakeholder concerns and enhance stakeholder engagement. Furthermore, the Nomination and Remuneration Committee convened 2 (two) times to assess the performance of the board and carry out remuneration-related discussions. The active collaboration of committee members led to impactful discussions and valuable insights during these meetings.

Furthermore, to uphold regulatory requirements, the

Independent Directors convened a separate meeting on

February 8, 2025, complying with the provisions outlined

Schedule IV of the Companies Act, 2013, and Regulations

25(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. This proactive approach underlines our commitment to governance and transparency.

I. Audit Committee:

The composition of the Audit Committee has been precisely structured to align with the requirements outlined in Section 177 of the Companies Act, 2013, Clause 49 of the Listing Agreement, and Regulation 18 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015. The members the Audit Committee collectively possess substantial financial and accounting expertise, ensuring a high level of proficiency within the committee. The committee comprised of 3 members, and the Company Secretary is the Secretary of the committee.

All the recommendation made by the Audit Committee in the financial year 2024-25 was approved by the Board.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committees composition meets with the requirement of section of the companies Act, 2013 and Regulation 19 of SEBI

(Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Nomination

& Remuneration Policy possess sound knowledge/ expertise/exposure.

The Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee.

Nomination & Remuneration Policy: The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. In terms of SEBI Listing Regulations and Act, the Company has in place Nomination & Remuneration Policy which is also available at the Companys website: https://www. apexecotech.com/assets/3_Nomincation%20and%20 Remuneration%20Policy_Apex.pdf

During the year under review, meetings of Stakeholder Relationship Committee were held on 10^thFebruary2025.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports and internal policies to enable them to familiarize with the Companys procedures and practices, the website link is https:// www.apexecotech.com

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit Committee, Nomination

& Remuneration Committee and Stakeholders Relationship Committee, experience and expertise, performance ofspecific duties and obligations etc. were carried out. The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors including Independent Directors on the basis of the criteria and framework adopted by the Board. Further, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the evaluation process. In a separate meeting of Independent Directors, the performance of Non- Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March 2025 the applicable accounting standards have been followed and there is no material departure from the same;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of the company for the financial year ended on 31^st March, 2025.

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the Annual Accounts on a going concern basis

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and;

f. 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

CORPORATE GOVERNANCE REPORT:

Since the company has been listed on SME EMERGE

Platform of National Stock Exchange Limited (NSE), by virtue of regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulation 17 to 27 and clause B to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V relating to Corporate Governance Report, shall not apply to company listed on SME Exchange.

Hence, Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

CORPORATE SOCIAL RESPONSIBILITY:

As per the Audited Financial Statements for the year ended 31^st March, 2024, the net profit of the Company

(computed as per Section 198 of the Companies Act,

2013) exceeds 5.00 crores. Accordingly, the provisions of Section 135 of the Companies Act, 2013, relating to

Corporate Social Responsibility (CSR), are applicable to the Company.

In terms of Section 135(9) of the Companies Act, 2013, where the amount to be spent under Corporate Social Responsibility (CSR) by a company does not exceed fifty lakh rupees, therefore the requirement under Section 135(1) for constitution of the Corporate Social

Responsibility Committee is not applicable and the functions of such committee provided under Section

135 of the Act, are discharged by the Board of Directors of the Company. The function of CSR Committee is discharged by the Board under the provisions of Section

135(9) of the Act. Accordingly, the Board has approved the Corporate Social Responsibility (CSR) Policy. CSR Policy is available on the website of the Company. The

Annual Report on CSR Activities during the financial year 2024-25 forming part of this Boards Report is annexed herewith as "Annexure - VI" to this report.

PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not provided any loans, guarantees or invested any securities as per the provisions of Section 186 of the Companies Act, 2013.

PARTICULARSOFCONTRACTSORARRANGEMENTS

WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

During the year under review, contracts or arrangements entered into with the related party, as defined under section 2(76) of the Companies Act, 2013 were in the ordinary course of business on arms length basis. During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Further, all related party transactions entered into by the Company are placed before the Audit Committee for its approval. Suitable disclosures as required are provided in AS-18 which forms the part of the notes to the Financial Statement. In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation

2015, the Company has formulated a Policy on Related

Party Transactions which is also available on Companys Website https://www.apexecotech.com.

The particulars of the contracts or arrangements entered into by the Company with related parties as referred to in Section 134 (3) (h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 are annexed and marked as Annexure-I.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements. The

Company has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanisms followed by the Company.

RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. The company has been following the principle of risk minimization as itis the norm in every industry. The Board has adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to risk management, in order to guide decisions on risk related issues.

In todays Challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the company are imperative. The Common risks inherent are: Regulations, Competition, business risk, technology obsolescence, long term investments and expansion of facilities. Business risk, inter alia, includes financial risk, political risk, legal risk etc.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. The Company has formulated a policy for Risk management with the following objectives:

Define the organizational structure for effective risk management.

Companys human, physical and financial assets.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION:

A. Conservation of Energy:

The Company applies a strict control system to monitor day by day power consumption in an effort to save energy. The Company ensures optimal use of energy with minimum extent of wastage as far as possible. The Company is aware of its responsibilities and has at every available opportunity, used and implemented such measures so as to enable energy conservation.

B. Technology Absorption:

The Company has not made any special effort towards technology absorption. However, the company always prepared for update its factory for new technology. The

Companys operation does not require any significant import of technology so far.

AUDITORS:

STATUTORY AUDITORS

M/s. Raman Chawla & Associates, Chartered

Accountants, having their office at 60/2C, Second Floor, Indian Oil Complex, Hauz Khas, New Delhi-110017 (ICAI Firm Registration Number: 108959W) is the Statutory Auditor of the Company to hold office for period of 5 (Five) years from the conclusion of the Annual General

Meeting of the Company held in the year 2021 till the conclusion of the Annual General Meeting of

Company to be held in the year 2026.

Further, the notes on financial statements referred to in the Auditors Report are self -explanatory and do not call for any further comments. They do not contain any qualification, reservation, disclaimer or adverse remarks.

The report of auditors has been attached to this report as "Annexure-VII".

SECRETARIAL AUDITORS

As required under provisions of section 204 of the

Companies Act, 2013 and Rules framed thereunder, the Board has appointed the Secretarial Auditors of the Company, CS Akash Goel, Proprietor, Akash &

Co. Practicing Company Secretaries, for conducting the Secretarial Audit for the FY 2024-25. Secretarial

Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for the Financial Year ended on

March 31 2025 is attached to the Directors Report as "Annexure-II".

INTERNAL AUDITORS

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, your Company has appointed M/s. Manender Singh & Company, Chartered Accountants (FRN: 042012N) as the Internal Auditors of the Company for the

Financial Year 2024-25 and takes their suggestions and recommendations to improve and strengthen the internal control systems.

STATUTORY AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditors Report: There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditors report. The notes on accounts referred to the Auditors Report are self-explanatory and therefore, do not call for any further explanation.

Secretarial Auditors Report: There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their report.

REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

WEB ADDRESS OF ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3) (a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2024 is available on the Companys website https://www.apexecotech.com.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as

Annexure - IV.

NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per provision to regulation Rule 4(1) of the companies

(Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16^th February, 2015,

Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1^st April, 2017.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

At Apex Ecotech Limited, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

The Company is committed to provide a safe and conducive work environment to its employees. There exist at the group level an Internal Complaints Committee

(‘ICC) constituted under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC. During the year under review, no complaints were filed with the Committee under the provisions of the said Act in relation to the workplace/s of the Company.

The Company also has in place "Prevention of Sexual Harassment Policy". This Anti- Sexual Harassment

Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under sub section

(1) of section 148 of the Companies Act, 2013, were not applicable to the Company up to March 31, 2025 and accordingly such accounts and records were not required to be maintained.

GREEN INITIATIVES:

In compliance with Regulation 36 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2024-25 is being sent only through electronic mode those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2024-25 will also be available on the Companys website https://www. apexecotech.com.

INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy Code 2016.

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established, 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 and integrity and ethical behaviour. The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Companys code of conduct without fear of reprisal. The Company has set up a Direct Touch initiative, under which all Directors, employees, business associates have direct access to the Head of Department or in case it involves Senior Managerial Personnel access to the MD and in exceptional cases access to Audit Committee of Directors constituted by the Board. This Policy prohibits the Company to take any adverse action against its employees for disclosing in good faith any unethical & improper practices or alleged wrongful conduct to the Head of Department or to the MD or to the Audit Committee. Any employee against whom any adverse action has been taken due to his disclosure of information under this policy may approach the Audit Committee. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The vigil mechanism policy has also been uploaded in the website of the company at https://www.apexecotech.com/assets/5_

Whistle%20Blower%20Policy_Apex.pdf.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The Company has no employee in the Company drawing remuneration of more than Rs. 8,50,000/- per month or 1,02,00,000/- per annum, and hence the Company is not required to give information under Sub rule 2 and 3 of Rule 5 of the Companies (Appointment and

Remuneration of Managerial Personnel) Amendment Rules, 2016. The ratio of remuneration of each whole-time director and key managerial personnel (KMP) to the median of employees remuneration of the employee of the Company as per section 197(12) read with Rule 5 (1)

(i) of the Companies (Appointment and Remuneration)

Rules 2014 for the financial year 2024-25 forms part of this Board report as "Annexure-III". Additionally, the following details form part of Annexure-III to the Boards Report:

The company did not allow any sweat equity shares

& does not have an employee stock option scheme.

BOARD POILICIES AND CODE OF CONDUCTS:

A. Policy on Directors Appointment and Remuneration:

The policy of the Company on directors appointment and remuneration, including the criteria for determining the qualifications, positive attributes, independence of a director and other matters, as required under sub section (3) of section 178 of the Companies Act, 2013 have been regulated by the nomination and remuneration committee and the policy framed by the company is available on our website, at https://www. apexecotech.com/assets/3_Nomincation%20and%20 Remuneration%20Policy_Apex.pdf.

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company with the Nomination and Remuneration Committee of the Company.

B. Prevention of Insider Trading:

The Board of Directors has adopted the Insider Trading

Policy in accordance with the Requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Companys Shares.

C. Other Board Policies and Conducts:

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

Your Company has not undertaken any one-time settlement with banks or financial institutions. Accordingly, this clause is not applicable during the period under review.

CREDIT RATINGS:

Your Company being an SME Listed Company does not require obtaining credit rating for its securities.

REGISTRAR AND SHARE TRANSFER AGENT INFORMATION:

KFIN TECHNOLOGIES LIMITED

Address: Selenium Tower-B, Plot 31 & 32, Gachibowli,

Financial District,

Nanakramguda, Serilingampally, Hyderabad- 500032

Tel: +91 40 6716 2222/ 1800 309 4001

Email: mahipal.manne@kfintech.com Website: https://www.kfintech.com/

SEBI Registration Number: INR000000221

INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organizations.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various

Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.