Apex Ecotech Ltd Directors Report

To,

The Members, Apex Ecotech Limited

The Board of Directors of the Company have great pleasure in presenting the 17 th Boards Report of the Company together with Audited Financial Results for the year ended March 31, 2026. This report states compliance as per the requirements of the

Companies Act, 2013 (the Act), the Secretarial Standards, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and other rules and regulations as applicable to the Company.

FINANCIAL HIGHLIGHTS:

The highlight of the financial performance of the Company for the year ended March 31, 2026 is summarized as follows:

(Amt in INR Lakhs)

S.	PARTICULARS		Period ended	Period ended
No.			31st March	31st March
			2026	2025
I	Incomes
	a)	Revenue from Operations	14,865.07	7,095.53
	b)	Other Income	128.42	62.44
	Total Income		14,993.49	7,157.98
ii	Expenses
	a)	Cost of Material Consumed	11,232.89	4,891.13
	b)	Employee Benefit Expenses	768.81	649.65
	c)	Finance Cost	8.99	8.03
	d)	Depreciation and Amortization Expense	20.35	21.60
	e)	Other Expenses	687.19	449.10
	Total Expenses		12,718.23	6,019.50
III	Profit Before Tax		2275.27	1,138.48
IV	Tax Expenses
	a)	Current Tax	586.12	299.89
	b)	Taxes of Earlier years	(4.24)	3.50
	c)	Deferred Tax Expense/ Income	(8.91)	(20.99)
V	Profit After Taxes		1,702.30	856.08
Earnings per Equity Share of INR 10.00 each (in Rupees)
	a)	Basic	12.91	7.91
	b)	Diluted	12.91	7.91

OPERATIONAL RESULTS AND STATE OF COMPANY AFFAIRS:

During the year under review, the Company has earned a total revenue from operations of 14,865.07Lakh for the year ended March 31, 2026, as against 7,095.53 Lakh in the previous financial year.

The Company has recorded a profit (PBT) of 2,275.27 Lakh for the year ended March 31, 2026 as compared to 1,138.48 Lakh in the previous financial year. The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2026 stood at 1,702.30 Lakh as compared to 856.08 Lakh in the previous financial year.

Earnings per share (EPS) for the financial year 2025-26 is 12.91 showing an increase from the previous years

7.91.

Enhanced operational performance during the year under review has translated into higher profits. Your Board wishes to place on record the managements unwavering commitment to implementing comprehensive strategies designed to maximise the profitability of the Company.

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, 1702.30 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 5007.16 lakh as Reserves and Surplus as on March 31, 2026.

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 Discharge (ZLD) etc. During the year, Your 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:

Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, the members of the Company, at the Extra-Ordinary General Meeting held ON 12 th May 2026, approved the Apex Ecotech Limited Employee Stock Option Plan, 2026 (ESOP 2026) in accordance with the provisions of Section 62(1)(b) of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Under the ESOP 2026, the Board of Directors of the

Company has been authorised to create, grant, offer, issue and allot, in one or more tranches, employee stock options exercisable into not more than 2,20,000 equity shares of face value 10/- each to eligible employees of the Company, subject to the terms and conditions of the

Plan and applicable laws.

Save as disclosed above, there have been no other material changes and commitments affecting the financial position of the Company between the end of the financial year 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 space the period under review.

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, 2026, The Authorized Share Capital of the Company is 15,00,00,000/- (Rupees Fifteen Crore) which comprised with 1,50,00,000 shares of 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:

i. ISSUED AND PAID-UP CAPITAL

The Paid-up Equity Share Capital as on March 31, 2026 was 13,18,52,000/- (Rupees Thirteen Crore Eighteen Lakh Fifty-Two Thousand Only) divided into 1,31,85,200 Shares of 10/- each. All the Equity Shares of the Company are in dematerialization form.

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

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, 2026. 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

2025-26.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

The following is the composition of the Board as on 31 st March 2026.

Sr.	Name	DIN	Designation
No.
1.	Mr. Anuj Dosajh	00119225	Managing Director
2.	Mr. Ramakrishnan Balasundaram Aiyer	02321328	Executive Director
3.	Mr. Ajay Raina	02042979	Executive Director
4.	Mr. Rajiv Mathur	06931798	Non-Executive and Independent Director
5.	Ms. Satya Jagannathan	10531979	Non-Executive and Independent Director
6.	Mr. Neeraj Bhagat	00297606	Non-Executive and Independent Director
7.	Mr. Ashutosh Anilkumar Vadanagekar	06754078	Non-Executive and Independent Director
8.	Mr. Rakesh Kaul	NA	Chief Financial Officer
9.	Ms. Vishakha Rani	NA	Company Secretary and Compliance Officer

During the financial year under review there was an change in the composition of the Board of Directors. In the Key Managerial Personnel, Mrs. Kirti Jain ceased to be the Company Secretary and Compliance Officer of the Company with effect from 30th June, 2025, and Ms. Vishakha Rani was appointed as the Company Secretary and Compliance Officer with effect from25 th August, 2025. Save as aforesaid, there was no appointment or cessation of any Director or Key Managerial Personnel during the year under review.

*Appointed by the Board of Directors at its meeting held on 25th August, 2025, in place of Mrs. Kirti Jain who resigned with effect from 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 reappointment 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), Director(s) of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment.

The Board recommends the re-appointment of

Mr. Ajay Raina (DIN: 02042979) and Mr. Ramakrishnan Balasundaram Aiyer (DIN: 02321328) as Director(s) 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-A of the notice of the ensuing AGM.

BOARD AND COMMITTEE MEETING:

BOARD MEETINGS DURING THE FINANCIAL YEAR 2025-26

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 4 times during the financial year ended 31st March, 2026, 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.

[ 4 ] Board Meetings were held as under:

S. No.	Date of Meeting
1	22 nd May 2025
2	25th August 2025
3	7 th November 2025
4	22 nd December 2025
5	19 th February 2026

Attendance of Directors in the Board Meeting:

Name of Directors	No. of Board Meetings
	Entitled to	Attended
	attend
Mr. Anuj Dosajh	5	5
Mr. Ramakrishnan	5	5
Balasundaram Aiyer
Mr. Ajay Raina	5	5
Mr. Rajiv Mathur	5	4
Ms. Satya Jagannathan	5	4
Mr. Neeraj Bhagat	5	3
Mr. Ashutosh Anilkumar	5	2
Vadanagekar

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 2025-26, the Audit Committee convened 4 times to deliberate on crucial financial matters and ensure compliance with regulatory standards. the

Stakeholders Relationship Committee met 1 times during the year to address stakeholder concerns and enhance stakeholder engagement. Furthermore, the Nomination and

Remuneration Committee convened 1 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

March 24, 2026, complying with the provisions outlined in

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 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of the Audit Committee collectively possess substantial financial and accounting expertise, ensuring a high level of proficiency within the committee. The

Committee comprises 3 members, and the Company Secretary is the Secretary of the committee.

The detail of the composition of the Audit Committee along with their meetings held/ attended is as follows:

Sr.	Name				Designation		Meetings Meetings
No.							Held		attended
1		Ms. Satya		Chairperson		4		4
		Jagannathan
2		Mr. Rajiv Mathur		Member		4		4
3		Mr. Ramakrishnan		Member		4		4
		Balasundaram
		Aiyer
During the year under review, meetings of Audit
Committee were held on the following dates:
S. No.			Date of Meeting
1			22 nd May 2025
2			25th August 2025
3			7 th November 2025
4			22 nd December 2025

All the recommendation made by the Audit Committee in the financial year 2025-26 was approved by the Board.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committees composition meets with the requirement of section 178 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 comprises 3 members as per Table here in below. The Company Secretary is the Secretary and

Compliance Officer of the Committee.

The detail of a composition of the Nomination & Remuneration Committee along with their meetings held/ attended is as follows: -

Sr.	Name	Designation	Meetings Meetings
No.			Held	attended
1	Mr. Neeraj Bhagat	Chairperson	1	1
2	Ms. Satya	Member	1	1
	Jagannathan
3	Mr. Ashutosh	Member	1	1
	Anilkumar
	Vadanagekar

During the year under review, meetings of the Nomination and Remuneration Committee August 25, 2025.

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

III. Stakeholder Relationship Committee:

The Stakeholders Relationship Committee meets with the requirement of Section 178 of the Companies Act,

2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee is mainly responsible to review all grievances connected with the Companys transfer of securities and Redressal of shareholders / Investors / Security Holders Complaints. The Committee comprises 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of a composition of the said Committee along with their meetings held/ attended is as follows: -

Sr.	Name	Designation	Meetings Meetings
No.			Held	attended
1	Mr. Ashutosh	Chairperson	1	1
	Anilkumar
	Vadanagekar
2	Mr. Ajay Raina	Member	1	1
3	Ms. Satya	Member	1	1
	Jagannathan

During the year under review, meetings of the

Stakeholders Relationship Committee were held on March 24, 2026.

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 of specific 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 Chairperson 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 2026 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, 2026.

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, 2026, 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 2025-26 forming part of this Boards Report is annexed herewith as Annexure - VI to this report.

PARTICULARS OF LOANS, GUARANTEES 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, no contracts or arrangements have been entered into with the related party, as defined under section 2(76) of the Companies

Act, 2013, 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. 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 it is 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:

• Provide an overview of the principles of risk management.

• Explain approach adopted by the Company for risk management.

Define the organizational structure for effective risk management.

Develop a risk culture that encourages all employees to identify risks and associated.

• Opportunities and to respond to them with effective actions.

Identify, access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve

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.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

PARTICULARS	FY 2025-26	FY 2024-25
Foreign Exchange	NIL	167.10
Earnings
Foreign Exchange	486.84	NIL
Outgo

AUDITORS:

STATUTORY AUDITORS

M/s. Raman Chawla & Associates, Chartered

Accountants (Firm Registration No. 035543N), having their office at 60/2C, Second Floor, Indian Oil Complex, Hauz Khas, New Delhi-110017, are the Statutory Auditors of the Company and have audited the financial statements for the year under review. Their first term of five consecutive years, which commenced from the conclusion of the 12 th Annual General Meeting held in the year 2021, concludes at this 17 th Annual General Meeting. In terms of Section 139(2) of the Companies

Act, 2013, an audit firm may hold office for not than two terms of five consecutive years, and the is accordingly eligible for re-appointment for a second term, for a period of 4 (Four) consecutive years. Based on the recommendation of the Audit committee, the Board of Directors of the company hereby recommends the appointment of the statutory auditor for a second term for a period of 4 (four) consecutive years from the conclusion of the ensuing 17 th Annual General Meeting until the conclusion of the 21 st Annual General Meeting to be held in the year 2030, and the necessary resolution forms part of the Notice convening the ensuing Annual

General Meeting.

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

Pursuant to Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, the Members at the Annual General Meeting held on September 25, 2025 appointed M/s. Akash &

Co., Practising Company Secretaries (Peer Review No.

3283/2023), as the Secretarial Auditors of the Company for a term of five consecutive years from the conclusion of that Annual General Meeting until the conclusion of the Annual General Meeting to be held in the year

2030. The Secretarial Audit Report in Form MR-3 for the financial year ended 31 st March, 2026 is annexed to this

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. Bharat Nayyar &

Associates, Chartered Accountants (FRN: 025404N), as the Internal Auditors of the Company for the financial year 2025-26, to fill the casual vacancy caused by the resignation of M/s. Manender Singh & Associates,

Chartered Accountants (FRN: 042012N) and takes their suggestions and recommendations to improve and strengthen the internal control systems.

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 31 st March, 2026 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 16th 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 31 st March, 2026 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 2025-26 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2025-26 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 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 2025-26 forms part of this Board report as Annexure-III. Additionally, the following details form part of Annexure-III to the Boards Report:

• Remuneration to Non-executive/ Independent Directors

• Percentage increase in the median remuneration of employees in the financial year.

• Number of permanent employees on roll of the Company.

The company did not allow any sweat equity shares & does not have an employee stock option scheme.

However, the Company approved the issuance of an

Employee Stock Option Scheme (ESOS) during its Extraordinary General Meeting (EGM) held on May 12, 2026.

BOARD POLICIES AND CODES OF CONDUCT:

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:

Following Board Policies have been approved and adopted by the Board, the details of which are available on the website of the company at https://www.apexecotech.com and for the convenience given herein below:

Name of policy	Web link
Materiality of Events	https://www.apexecotech.com/assets/6_POLICY%20ON%20DETERMINATION%20
	OF%20MATERIALITY%20EVENTS%20INFORMATION.pdf
Whistle Blower Policy	https://www.apexecotech.com/assets/5_Whistle%20Blower%20Policy_Apex.pdf
Prevention of Sexual	https://www.apexecotech.com/assets/4_POLICY%20ON%20PREVENTION%20OF%20
Harassment at Workplace	SEXUAL%20HARASSMENT%20OF%20WOMEN.pdf
Policy on Related Party	https://www.apexecotech.com/assets/7_POLICY%20ON%20RELATED%20PARTY%20
Transaction	TRANSACTIONS.pdf
Nomination & Remuneration	https://www.apexecotech.com/assets/3_Nomincation%20and%20Remuneration%20
Policy	Policy_Apex.pdf

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.

The Directors look forward to their continued support in future.

ANNEXURE-I

Form AOC-2

(Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of material contracts or arrangements or transactions not at Arms length basis: Not Applicable.

2. Details of material contracts or arrangements or transactions at Arms length basis.

(amount in INR Lakhs)

Name(s) of the related party and	Nature of	Duration of	Salient terms of	Date(s) of	Amount paid
nature of relationship	contracts/	the contracts /	the contracts or	approval by the	as advances,
	arrangement/	arrangement/	arrangements or	Board, if any:	if any:
	transactions	transactions	transactions including
			the value, if any:
Mrs. Poonam Dosajh	Salary	NA	6.97	NA	NA
(Spouse of Mr. Anuj Dosajh)
Mrs. Asha Aiyer	Salary	NA	6.97	NA	NA
(Spouse of Mr. Ramakrishnan
Balasundaram Aiyer)
Mrs. Monica Bhat	Salary	NA	6.97	NA	NA
(Spouse of Mr. Ajay Raina)

Note: The contracts were entered into in the ordinary course of business and on arms length basis. All transactions are reviewed at regular interval, and it is generally renewed on year-to-year basis.