Apis India Ltd Directors Report

To
The Members,
APIS India Limited

Yours Directors have the pleasure of presenting the 44th (Forty Fourth) Annual Report on the business and operations of your Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL SUMMARY / PERFORMANCE OF THE COMPANY:
(? in Lakhs)

PARTICULARS	Standalone For the year ended 31st March, 2026	Standalone For the year ended 31st March, 2025	Consolidated For the year ended 31st March, 2026	Consolidated For the year ended 31st March, 2025
Sale and other income	39,627.70	35,404.95	36,627.75	35,417.45
Profit before depreciation	3,713.23	2,208.00	4,718.61	2,511.20
Depreciation	476.63	359.88	511.61	353.95
Profit before tax	3,236.61	1,848.12	4,207.01	2,157.25
Provision for taxation	822.96	754.12	838.36	754.12
Profit after tax	2,413.67	1,102.10	3,377.14	2,093.43
Share of profit of an associate (net of taxes)	-	-	307.34	430.43
Net worth available for appropriation	2,413.67	2,102.10	3,684.48	2,523.86
Other Comprehensive Income/(loss) for the year	17.78	1.59	27.79	1.58
Total Comprehensive Income for the year	2,431.45	2,103.69	3,598.87	2,525.25
Earning Per Share (Equity shares of face value ?10)
Basic/earnings per share (in INR)	1.74	1.53	1.66	1.84
Diluted earnings per share (in INR)	1.74	1.53	1.66	1.84

Note: The above figures are extracted from the Standalone and Consolidated Financial Statements prepared as per the Indian Accounting Standards (IND AS).

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

The Company is one of the leader 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 plant with a total built up area of 40,000 sq. ft. in Roorkee, Uttarakhand with a capacity to process 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 & Spreads category with a strong focus on developing a range for branded quality packaged products.

The Company always believes in taking challenges and has grown steadily 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 ISO22000 certification for documented and implementation of Food Safety Management System by international body. The Company has also got the framed BRC, ISO22000, KOSHER, HALAL, NON-GMO, ORGANIC Certification. The Company is also the 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 5.36% increase in Net Profit to INR 2,183.09 Lakh during the previous year. The Consolidated Profit INR 2,559.97 Lakh as compared to INR 2,335.25 Lakh during the previous year.

Operations

This year the Company is planning to expand its product basket to spread category like Honey Almond Confectiones, Muesli with 21% Fruit & Nuts, Jam with added vitamins & minerals, Himalaya Honey with Sitaphal and Soffron, Gold Honey, Immunity Booster Honey with Tulsi, Premix, Triphala Premix, Amla Premix, Shikakai Premix, etc.

The Company has present its current category of product basket which includes various 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 markets its product under the brand names of Apis Eucalyptus, Himalaya Honey, Lychee, Sunflower and Wild Forest Honey, mainly for the international market.

Value Added Honey

The Company has taken honey to the next level by adding the medicinal properties of indigenous flora to the good old honey, the Company has launched the following new category of Honey.

i. Lemon Infused Honey

The Company has invented the new idea of Lemon Infused Honey - as per Ayurveda considered lemon as a primary antioxidant that helps protect cells from damaging free radicals. Lemons are very rich in Vitamin C, which supports heart health, helps in boosting immunity, and lower blood pressure. It adds to vitality, it is a remedy for morning tiredness 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 pack.

ii. Ginger Honey

For centuries, Ginger is believed to be beneficial for health and healing. Its anti-inflammatory and antioxidant properties make it a popular home remedy for motion sickness, pain, cold and flu, and inflammation. When infused with honey, "Ginger Honey" is a boon for cough and cold related issues. It helps in reducing inflammation, relieves sore throat, maintaining healthy blood sugar levels.

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

iii. Chilly Honey

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

Chilly Infused Honey are available in convenient packing of 100gm and 250gm pack.

iv. Green Tea

The Company Five Senses Green Tea, is an ode to the Great Tea tasting tradition. The color, the aroma, the taste, the mouth feel, promotes a sensorial journey to the verdant tea gardens. The tea is selected and harvested with the time honored process that ensure the right moisture, texture, flavor and aroma. For further infusion of flavors, they are blended with lemon, tulsi and ginger. The entire tea processing plants, rolling them in shapes our tea leaves in the right form which are then dried, aged and packed to exhibit great taste and aroma. Each of these exquisite teas is vacuum dried in controlled facility to avoid spoilage and maintain the perfect tea texture and flavour. The tea is also an elixir of Good health, as it is rich in antioxidants and other medicinal properties. It is pure joy in a cup- a true Connoisseurs choice!

Nutritious Detox Drinks

During the year under review, the Company launched one of its much-awaited products, "Green Tea Detox kahwa," under its flagship brand Natura, further strengthening its portfolio of health and wellness beverages.

Naturas Green Tea - Lemon & Honey has been thoughtfully crafted to provide a refreshing and healthy blend of green tea with a wellness ritual. Enriched with natural antioxidants, the product helps protect cells from oxidative stress, supports the bodys natural detoxification process and contributes towards healthy skin and immunity. Infused with the refreshing flavour of zesty lemon and the natural sweetness of honey, it offers a delightful and revitalizing beverage experience. The product is designed to promote overall well-being, support weight management focus, and providing a natural sense of energy, making it an ideal choice for health-conscious consumers.

c) Preserves

Getting a consistent product throughout the year is a must and our Quality Control assures that you get the perfect taste in our preserves all year round. Right from sourcing the right raw product, to proper handling, processing, and packaging, our process flow is maintained to give you the best product. Kitchen essentials are kept as fresh as they were when picked - no added flavour or chemicals are used in Apis preserves.

The Company has introduced Ginger Garlic Paste in 200gm, 100gm and 200gm pouches to make their presence in the domestic market and knock the door to a much of consumers.

d) Dates

Apis dates are a rich source of several vitamins, minerals and fibers. These delicious fruits contain oil, calcium, sulfur, iron, potassium, phosphorous, manganese, copper and magnesium, which are all beneficial for 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 in a healthy way, since the sugars found in dates benefit in relief from constipation, intestinal disorders, heart problems, anemia, sexual dysfunction, diarrhea, abdominal cancer and many other conditions, as well as for weight loss and night blindness and seasonal allergies.

The Company has this year introduced various new variants of dates under the brand name Klap. Apis offers you a wide assortment of dates that instantly make you feel like royalty!

? Premium Seeded Dates

Apis Premium Seeded Dates are carefully selected Zahidi dates, known for their unique sweet, jelly and succulent texture. The dates are vacuum packed to retain their freshness, natural flavour, moisture and quality for longer shelf life. They are processed and packed under stringent quality and hygiene standards to ensure product safety, quality & freshness.

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-brown 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 Zahidi Dates are available in convenient packing of 500gm and 250gm packs.

? Arabian Pearls Dates

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

Apis India is one of the popular brands of pure & natural honey in India and in the eastern region, and is characterized by a unique natural, glossy, layer waxy covering its smooth surface, in addition to the strong, fibre structure which gives it a rather 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, minerals and vitamins, 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.

? Desert 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. Desert Dates are available in the 500gm pack.

? Nayabs Dates

? Desert Bliss Dates

? Classic Dates

? Select Dates

? Kalmi Dates

e) Fruitilicious Jam

Fruitilicious Jam in its basket to bring out the kid in you with the finger-licking Apis range of Jam. Be it Roohs Rose or Tasty or Mixed Fruit, home-made tasting jams with real fruit pieces in every spoon promises a delightful explosion of fruitiliciousness. 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 launched 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 promotes a flavour for every day of the week.

f) Masala Dates

During the year under review, the Company under its flagship brand MSKH, launched four new variants of Masala Dates, further expanding its portfolio of value-added, healthy snacking products.

Masala Dates offer a unique savoury twist to the traditional nutritional benefits of dates by combining naturally wholesome, deseeded and pre-diced dates with authentic spices blends. The product is available in three distinctive flavours-Achari, Imli (Tamarind), and Chilli-Lime-providing consumers with a convenient and flavourful snacking experience. The ready-to-eat format makes it suitable for direct consumption as well as versatile usage in breakfast bowls, chaat, salads, and other culinary applications.

With this launch, the Company has further strengthened its clean-label and value-added product portfolio, catering to evolving consumer preferences for healthy, convenient, and flavourful alternatives to conventional snack options. The seedless and pre-diced format enhances ease of consumption, reduces preparation time, and broadens the products suitability for both household and on-the-go consumption.

g) Mouth Freshener

During the year under review, the Company launched its much-awaited product, MSKH Shahi Khajoor Mouth Freshener - Silver Coated, under its flagship brand MSKH, further

strengthening its portfolio of premium natural and value-added consumer products.

MSKH is a brand that reflects the Companys commitment to purity, quality, and tradition, while remaining inspired by nature and developed to meet evolving consumer preferences. MSKH Shahi Khajoor Mouth Freshener - Silver Coated has been thoughtfully crafted using premium ingredients to provide a distinctive and refreshing mouth-freshening experience while maintaining the brands focus on quality and premium appeal. The launch reaffirms the Companys strategy to diversify its product portfolio through innovative offerings that combine traditional flavours with contemporary consumer expectations.

h) Corn Flakes

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

i) Thin Roasted Sevaiyan Vermicelli

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

Apis Roasted vermicelli, the ideal companion for both savory snacks and sweet treats like kheer and upma. Apis Roasted Vermicelli is made from excellent quality whole wheat.

Thin Roasted Sevaiyan Vermicelli are available in convenient packing of 800gm and 400gm packs.

j) Organic Honey

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

The Apis Organic Honey is nestled in the Himalayan foothills, the valleys of Kashmir are renowned for their breathtaking landscapes, crystal-clear rivers, and abundant flora. This fosters the growth of diverse wildflowers. Its in this enchanting environment that our organic honey is lovingly cultivated by bees who forage amidst a plethora of flowers.

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

DIVIDEND

3. The Board of Directors of your Company, do not recommend any dividend for the financial year ended March 31, 2026.

4. INCREASE IN AUTHORISED SHARE CAPITAL AND ISSUE OF BONUS SHARES

During the year under review, pursuant to the approval of the members obtained by way of an Ordinary Resolution passed through Postal Ballot, the authorised share capital of the Company has been increased from Rs. 13,50,00,000/- (Rupees Thirteen Crore Fifty Lakh Only) divided into 1,35,00,000 equity shares of Rs10/- each to Rs.14,00,00,000 (Rupees One Hundred Forty Crore Only) divided into 14,00,00,000 equity shares of Rs. 10/- each, by creation of 5,00,000 equity shares of Rs.10/- each, ranking pari passu with the existing equity shares of the Company, vide Special Resolution passed by the Members through Postal Ballot dated 12th August, 2025, by insertion of Clause V of the Memorandum of Association of the Company.

Further, with a view to rewarding its shareholders and enhancing the liquidity of the Companys equity shares, the Company approved the issue of Bonus Shares in the ratio of 2:1 i.e., twenty-four (24) new fully paid-up equity shares of Rs. 10/- (Rupees Ten Only) each for every one (1) existing fully paid-up equity share of Rs.10/- each held by the eligible shareholders as on the Record Date. Prior to the allotment of the Bonus Shares, the Company obtained all requisite statutory and regulatory approvals, including the in-principle approvals from the Stock Exchanges under Regulation 28 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and complied with the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws and regulations.

Accordingly, the Board of Directors, at its meeting held on December 08, 2025, allotted 23,24,21,824 (Twenty-Three Crore Twenty-Four Lakh Twenty-One Thousand Eight Hundred Twenty-Four) fully paid-up equity shares as Bonus Shares to the eligible shareholders. Consequent to the allotment of Bonus Shares, the paid-up equity share capital of the Company increased from Rs. 5,51,00,760/- (Rupees Five Crore Fifty-One Lakh Seven Hundred Sixty Only) divided into 55,10,076 equity shares of Rs.10/- (Rupees Ten Only) each to Rs.17,77,51,900/- (Rupees Seventeen Crore Seventy-Seven Lakh Fifty-One Thousand Nine Hundred Only) divided into 17,77,51,900 equity shares of Rs.10/- each.

5. CHANGE IN CORPORATE IDENTIFICATION NUMBER (CIN)

During the year under review, the Company amended the Object Clause of its Memorandum of Association by way of addition of a new main object, pursuant to a Special Resolution passed by the Members at the Annual General Meeting held on September 30, 2025.

Consequent upon the aforesaid amendment, the Registrar of Companies, Delhi & Haryana, vide its letter dated October 14, 2025, approved the change in the Companys name and the consequent change in Corporate Identification Number (CIN) of the Company was changed from L51909DL1983PLC016408 to L10109DL1983PLC164408.

The change in the CIN is administrative in nature and does not affect the legal status, identity, or continuity of the Company.

6. 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 2025-26 in the profit and loss account.

7. LISTING OF SHARES

The Companys equity shares are listed with BSE Limited. The annual listing fee for the financial year 2026-27, for the Stock Exchange, has been paid.

8. SUBSIDIARY & GROUP COMPANIES

As on March 31, 2026, your Company has 2 (two) Wholly Owned Subsidiaries in the name and style of Aarambhri Smart India Private Limited and Natures Farmy Trade Foods Private Limited, 1 (one) overseas associate company (Company in the name and style of Apis Arable Foods LLC, Dubai, UAE), 2 (two) Associate Companies (Apis Arable LLC, Dubai and 1 (one) Associate Company through our wholly owned subsidiary company named as Aarambhri Smart India Private Limited named as Kapil Amard Agro Private Limited.

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

The Company, during the financial year ended 31st March, 2026 does not become or ceased any subsidiary/Associate Companies as per the provisions of Companies Act, 2013.

Audited Financial Statements of Companys Subsidiaries and Associates Companies are available on the Companys website at https://apisindia.com/ and the same are available for inspection at the Registered Office of the Company. The same will also be made available to 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 Policy on material subsidiary may be accessed at the following web link: https://apisindia.com/investors/corporate-governance/corporate-policies/POLICY_FOR_DETERMINING_MATERIAL_SUBSIDIARY.pdf

None of the subsidiary/s/whether of 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 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-1 to this report. Information with respect to financial position of the above entities can be referred in "AOC-1" which forms part of the notes to the consolidated financial statements.

10. 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 Company is exempted from the requirement of attaching 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 Companies Act, 2013, with its Boards Report. Accordingly, Management Discussion & Analysis and Corporate Governance Report is being sent only via email to all shareholders who have provided their email addresses(s).

The Annual Report 2025-26 is also available at the Companys website at https://apisindia.com/investors.

11. IND AS STANDARDS

The Audited Financial Statements for the financial year ended March 31, 2026 have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 (hereinafter referred to as "Act") and other recognised accounting practices and policies to the extent applicable.

The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31, 2026. The Notes to the Financial Statements adequately cover the Standalone and Consolidated Audited Statements and form an integral part of this report.

12. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated Financial Statements of your company for the Financial Year ended 31st March, 2026 have been prepared in accordance with the principles and procedures of Indian Accounting Standards (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, the Company has prepared Consolidated Financial Statements prepared on the basis of audited financial statements received from subsidiary/ associate companies as approved by their respective Board of Directors. Further, in accordance with Section 129(3) of the Companies Act, 2013 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 companies is provided in the prescribed 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. https://apisindia.com/in/investors.

13. CREDIT RATING

The Companys bank facilities are rated by Credit Analysis and Research Limited (CARE). The ratings are CARE A-; Stable for its long-term bank facility and A1 for its Short Term Bank Facility, which reaffirms the reputation and trust the Company has earned for its sound financial management and its ability to meet its financial obligations.

14. 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.

15. DETAILS OF BOARD MEETING

During the year 10 (Ten) Board Meetings and 4 (Four) 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.

16. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 ("the Act") read with Section 134(3) (a) of the Act and rule framed thereunder, the Annual Return as on March 31, 2026 is available on the website of the Company and can be accessed through the web link: https://apisindia.com/in/investors

17. 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 Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, Company has formulated Vigil mechanism, Whistle Blower Policy to encourage the company employees to raise concerns on any violation of legal or ethical standards, malpractices, misconduct, fraud or unethical conduct, leak of unpublished price sensitive information.

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

The Board has formulated policy on Whistle Blower and the same may be accessed at the website of the Company i.e. https://apisindia.com/investors/corporate-governance/corporate-policies/Whistle_Blower_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.

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Act, the Board of Directors hereby confirms and accepts the responsibility for the following in respect of the Financial Year ended March 31, 2026:

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

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

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

(d) that the directors had prepared annual accounts on a going concern basis; and

(e) that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are 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.

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

The particulars of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act read with Companies (Meeting of Board and its Powers) Rules, 2014 are disclosed in the financial statements. Please refer the notes to the Standalone Financial Statements for the financial year ended March 31, 2026. Please refer the notes to the Standalone Financial Statements for the financial year ended March 31, 2026 for further details.

20. AUDITORS

i) Statutory Auditor and their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s G M A & Associates, LLP, Chartered Accountants (Firm Registration No. 100515N), shall complete their first term of five consecutive years as the Statutory Auditors of the Company at the conclusion of the ensuing 44th Annual General Meeting ("AGM"). Accordingly, upon completion of their tenure, they shall cease to hold office as the Statutory Auditors of the Company.

The Board of Directors places on record its sincere appreciation for the professional services rendered and valuable contribution made by M/s G M A & Associates, LLP during their tenure as the Statutory Auditors of the Company.

Based on the recommendation of the Audit Committee, the Board of Directors has recommended the appointment of M/s S S Kothari Mehta & Co. LLP, Chartered Accountants (Firm Registration No. 000756N/N500441), as the Statutory Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the 44th Annual General Meeting until the conclusion of the 49th Annual General Meeting, subject to the approval of the Members at the ensuing Annual General Meeting, pursuant to the provisions of Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder.

M/s S S Kothari Mehta & Co. LLP have furnished their written consent to act as the Statutory Auditors of the Company along with a certificate confirming that their appointment, if made, shall be in accordance with the conditions prescribed under Sections 139 and 141 of the Companies Act, 2013 and the applicable Rules framed thereunder. Further, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, they have confirmed that they hold a valid Peer Review Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Audit Report issued by the retiring Statutory Auditors, M/s G M A & Associates, LLP, on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, does not contain any qualification, reservation, adverse remark or disclaimer. The statutory auditors report is self-explanatory and, therefore, do not call for any further comments under Section 143(3)(i) of the Companies Act, 2013.

The necessary Ordinary Resolution seeking the approval of the Members for the appointment of M/s S S Kothari Mehta & Co. LLP as the Statutory Auditors of the Company, together with the requisite disclosures and brief profile as required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Notice convening the ensuing Annual General Meeting.

ii) Cost Auditors

In Pursuant to Section 148 of the Companies Act, 2013, and rules and regulation made thereunder read with Companies (Cost Records and Audit) 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 Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and Section 204 of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of 5 years commencing from FY 2025-26, to conduct the secretarial audit under the provisions of Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations.

Based on the recommendation of the Audit Committee and the Board, the Shareholders of the Company at the AGM held on September 30, 2025, approved the appointment of M/s Anand Meeno & Associates, (Registration No. 2010313030942), Practicing Company Secretaries, as the Secretarial Auditors of the Company for a period of five years commencing from the conclusion of the 43rd AGM held on September 30, 2025, until the conclusion of 48th AGM of the Company. Further, the Board has appointed M/s Anand Meeno & Associates for conducting secretarial audit of the Company for the period beginning from FY 2025-26 through FY 2029-30. The Report by the Secretarial Auditors of the Company in Form MR-3 is enclosed with this Report and is annexed to this Report as Annexure-III.

There are no qualifications, observations, adverse remark or disclaimer in the said Report.

Reporting of Fraud:

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, the details of which would need to be mentioned in the Boards Report.

iv) Internal Auditors

The Board of Directors on recommendation of Audit Committee has appointed M/s Bhushan & 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. The Internal Auditors have not submitted any statutory modification(s) or re-enactment thereof for the time being in force) for the financial year 2025-26.

21. 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 is available on the website of the Company viz. https://apisindia.com/investors/corporate-governance/corporate-policies/Policy_on_Related_Party_Transactions.pdf

All Related Party Transactions entered into by your Company during the Financial Year 2025-26 were on an arms length basis and were in the ordinary course of business. There are 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. 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 Rule 15 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 relationship/transactions vis-?-vis the Company.

22. INTERNAL FINANCIAL CONTROL

The Company has a well-established internal control framework with reference to the Financial Statements and as referred under Section 134(5)(e) of the Act which is designed to continuously monitor the efficacy.

effectiveness and efficiency of financial and operational controls. The internal financial controls ("IFC") are commensurate with the scale and complexity of its operations. The controls were tested during the year and no reportable material weakness either in design or operation was observed. The current system of IFC 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 controls.

23. RISK MANAGEMENT POLICY

In compliance with the requirement of the Act, your Company has put in place Risk Minimization and Assessment Procedure. In order to effectively and efficiently manage risks, your Company has developed and implemented Risk Management Policy covering the process of identifying, assessing, mitigating, reporting and reviewing of critical risks impacting the achievement of Companys objectives or threaten its existence.

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

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

The Board has formulated policy on Risk Management and it may be accessed at the website of the company https://apisindia.com/investors/corporate-governance/corporate-policies/Risk_Management_Policy_.pdf

24. COMMITTEES OF BOARD

Pursuant to various requirements under the Act and the Listing Regulations, the Board of Directors has constituted/reconstituted (or re-constituted, as required) the following committee:

i) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

In terms of section 135 of the Companies Act, 2013 and rule framed thereunder, the Board has constituted a Corporate Social Responsibility (CSR) Committee to recommend and monitor expenditure on CSR. The CSR Committee comprises of Mr. Rohit Gupta as Chairman, Mr. Sanjeev Kumar Singh, Mrs. Rubi Mittal, Mr. Vimal Anand and Mr. Amit Anand are the members of the committee.

Based on the recommendations of the CSR Committee, the Company has laid down a CSR policy, which is displayed on the website of the Company. It can be accessed at https://apisindia.com/investors/corporate-governance/corporate-policies/CSR_Policy.pdf

The Company is committed to Corporate Social Responsibility. The Company during the year ended March 31, 2026, was required to spend 2% of the average net profits of the immediately preceding three financial years i.e. INR 47.16 Lakh. During the year under review, your Company as part of its CSR initiatives has spent an amount of Rs.47.16 Lakhs on the various CSR activities/projects covered under the CSR Policy of the Company.

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

ii) AUDIT COMMITTEE

In terms of Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Your Company has in place Audit Committee of Board of Directors, with Mr. Sanjeev Kumar Singh as Chairman, Mr. Rubi Mittal, Mr. Vimal Anand and Mr. Amit Anand are the members of the committee.

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

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

The composition of Audit Committee is as follows:

S. No.	Name of the Director	Designation
1	Mr. Sanjeev Kumar Singh	Chairman
2	Mrs. Rubi Mittal	Member
3	Mr. Amit Anand	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 Powers) Rules, 2014 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Your Company has in place duly constituted Nomination & Remuneration Committee.

The details of the constitution 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://apisindia.com/investors/corporate-governance/corporate-policies/Nomination_and_Remuneration_Policy.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 Requirements), Regulations, 2015. The composition and terms of reference 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.

25. 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 regulation 16(1)(b) & 25 of Listing Regulations.

All the Independent Directors of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurugram as may be required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board all independent Directors possess strong sense of integrity and having requisite experience (including proficiency), qualification, skills and expertise which is beneficial for the growth of the Company. 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.

26. PREVENTION OF INSIDER TRADING

The Company has framed a code of conduct for prevention of Insider trading based on Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This code is applicable to all Board members/ employees / officers / designated persons of the Company. The code regulates pre-clearance for dealing in the Companys shares in certain cases and prohibits the dealing in the Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The code of conduct for prevention of insider trading is available on the website of the Company and can be accessed at: https://apisindia.com/investors/corporate-governance/corporate-policies/Code_of_Conduct_for_Regulating_and_Monitoring_Trading_by_Insiders.pdf

27. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company has an optimum combination of executive and non-executive directors, including independent directors and a woman director. The Companys Board of Directors as on March 31, 2026 consisted of 6 (six) Directors comprising of 2 (two) Non-Executive Independent Directors and three (3) are Executive Directors.

Sh. Amit Anand is the Managing Director, Sh. Vimal Anand is the Whole-time Director and Smt. Prem Anand is the Whole-time Director & Chairperson and Smt. Manikida Anand, Chief Financial Officer. The Board of Directors of the Company consists of three (3) Directors i.e., Sh. Sanjeev Kumar Singh, Sh. Rohit Gupta and Smt. Rubi Mishra are the Non-Executive Independent Directors of the Company.

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

i. APPOINTMENTS

During the financial year under review, no appointment of any Director was made on the Board of the Company.

ii. RE-APPOINTMENTS/DIRECTOR RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Article of Association of the Company read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Vimal Anand [DIN: 00051380] Director of the Company is liable to retire by rotation at the ensuing General Meeting and being eligible, has offered 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 44th Annual General Meeting.

The Board recommends his re-appointment.

iii. WOMAN DIRECTOR

In terms of Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has appointed Mrs. Rubi Mishra [DIN: 09587218] as Non-Executive Independent Director.

iv. CESSATION

During the financial year under review, no cessation of any Director was made on the Board of the Company.

KEY MANAGERIAL PERSONNEL

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

i. Mr. Amit Anand [DIN: 00051321]- Managing Director;
ii. Mr. Vimal Anand [DIN: 00051380]- Whole Time Director;
iii. Mrs. Prem Anand [DIN: 0951873]- Whole Time Director;
iv. Mr. Amit Nagar (PAN: AAKPN3616E)- Chief Financial Officer; and
v. Mr. Vikas Aggarwal- Company Secretary

During the period under review, there was no change in the Key Managerial Personnel of the Company.

CHANGES IN KEY MANAGERIAL PERSONNEL AFTER THE CLOSURE OF THE FINANCIAL YEAR

Subsequent to the closure of the financial year ended March 31, 2026, Mrs. Manikida Anand, Chief Financial Officer of the Company, ceased to be Chief Financial Officer of the Company with effect from May 05, 2026. The Board places on record its appreciation for the valuable services rendered and contributions made by her during her association with the Company.

Further, based on the recommendation of audit and Nomination and Remuneration Committee, the Board has appointed Mr. Amit Nagar as Chief Financial Officer of the Company with effect from June 16, 2026, in accordance with the provisions of the Companies Act, 2013 and Regulation 26(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 read with the Articles of Association of the Company.

28. ANNUAL EVALUATION OF THE BOARDS, COMMITTEES AND DIRECTORS PERFORMANCE

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

As required under regulation 17(10) of Listing Regulations, the Board assessed the performance of the Independent Directors, individually and collectively as per the criteria laid down and on an overall assessment, the performance of Independent Directors was found to be satisfactory. The Board has therefore recommended the continuance of Independent Directors on the Board of the Company. Each of the Directors has evaluated the performance of the individual Director on the parameters such as qualification, experience, knowledge and competency, fulfillment of functions, ability to participate actively in the meetings, concern for the stakeholders, leadership, team work attributes, effective interaction, independent views and judgement.

The Board of Directors have assessed performance of the Board as a whole and committees of the Company based on the parameters, which amongst other includes structure of the Board, including qualifications, experience and competencies, performance of specific duties and obligations, governance and policies, performance of the Board, including regularity and frequency, agenda, discussion and record of minutes, functions, and strategy and performance evaluation, evaluation of the quality of Boards decision making, role and contribution of the Board, contribution of the Board and its committees in providing guidance on matters of strategy, governance and compliance with the law, performance of the Board and its committees, and culture, and quality of relationship between the Board and Management.

The evaluation of the Board, its Committees and Directors for the financial year ended March 31, 2026 have been carried out. The performance evaluation of the Board, its Committees and Directors was found satisfactory.

The Members of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee were also assessed on the above parameters. The Board also evaluated the performance of the Board and its Committees on the above parameters. The evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. The evaluation of the Board was on the parameters such as board structure, board processes, information and functioning, etc.

29. MEETING OF INDEPENDENT DIRECTORS

In terms of Regulation 25(3) of Listing Regulations and as stipulated under the Schedule IV of the Act, a separate meeting of the Independent Directors (Annual Independent Directors meeting) was convened on March 30, 2026, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman. In the said meeting, the collective feedback of each of the Independent Directors was discussed by the Chairperson of the Nomination and Remuneration Committee with the Boards participation. The Independent Directors also reviewed the performance of the Board as a whole, performance of the Non-Independent Directors and performance of the Board Chairman.

30. DEPOSIT

The Company has not accepted any deposits and as such, no amount of principal or interest was outstanding as on the year under Chapter V of the Companies Act, 2013 read with its rules and regulations made thereunder.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the financial year under review, the Company has received approval from the BSE Limited vide Letter No. LOD/BONUS-II/PS/15525-2025 dated November 24, 2025, for the issue of bonus equity shares.

Save as aforesaid, no significant or material orders were passed by any regulator, court or tribunal during the financial year which would impact the going concern status of the Company or its future operations.

32. CORPORATE GOVERNANCE

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

A certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is annexed hereto.

33. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

34. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMAN AT WORK PLACE

The Company is committed to providing a safe, secure, inclusive and respectful work environment to all its employees and has adopted a zero-tolerance approach towards sexual harassment at the workplace. The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace, which is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules made thereunder. The Policy aims to prevent, prohibit and redress incidents of sexual harassment and provide a safe and secure working environment in which employees are treated with dignity and respect.

The Company has constituted an Internal Committee (IC) in accordance with the provisions of the POSH Act. In compliance with the requirements of Section 134 of the Companies Act, 2013 read with the applicable Rules made thereunder, the Company confirms that the following disclosures are made in this regard:

During the financial year under review, the Company has not received any complaints of sexual harassment.

The Company has complied with the provisions of the POSH Act. In compliance with the requirements of Section 134 of the Companies Act, 2013 read with the applicable Rules made thereunder, the Company confirms that the following disclosures are made in this regard:

? Number of complaints filed during the financial year: Nil

? Number of complaints disposed of during the financial year: Nil

? Number of complaints pending as on the end of the financial year: Nil

During the financial year 2025-26, no complaint of sexual harassment was received by the Internal Committee.

During the year under review, one meeting of the Internal Complaints Committee (ICC) was convened and the proceedings were conducted in accordance with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at the Workplace is available on the Companys website and can be accessed at https://apisindia.com/investors/corporate-governance/corporate-policies/Policy_on_Prevention_of_Sexual-Harassment.pdf

35. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company reaffirms its commitment to providing a safe, inclusive and supportive work environment for all its employees. During the financial year 2025-26, the Company has complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder.

In accordance with the requirements of Section 134 of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, as amended by the Companies (Accounts) Amendment Rules, 2014, the Company confirms its compliance with the provisions of the Maternity Benefit Act, 1961.

During the financial year under review, no employee availed maternity benefits under the provisions of the Maternity Benefit Act, 1961.

The Company continues to maintain appropriate policies and practices to ensure compliance

with all applicable statutory requirements and remains committed to safeguarding the rights and welfare of its women employees.

36. INDEPENDENT DIRECTORS FAMILIARISATION PROGRAMME

As per the requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, your Company has adopted a structured programme to familiarise its Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, business model, business operations, market conditions, internal control system and processes, risk management framework, functioning of various divisions, HR Management etc.

Every Independent Director is briefed about the history of the Company, its policies, customers, Companys strategy, operations, organisation structure, human resources, technology, facilities and risk management. Factory/Plant visits are organised for the Independent Directors who wish to familiarize themselves with the processes and operations of the Company.

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

The details of familiarisation program may be accessed on the Companys website https://apisindia.com/investors/corporate-governance/corporate-policies/Familiarisation_Programme_for_Independent_Director.pdf

37. PARTICULARS OF EMPLOYEES

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

38. MANAGERIAL REMUNERATION

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

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

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

40. BUY BACK OF SECURITIES

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

41. SWEAT EQUITY

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

42. BONUS SHARES OF EQUITY SHARES

During the financial year under review, the Board of Directors, with the approval of the Members, has issued 23,24,21,824 fully paid-up Bonus Equity Shares in the ratio of 24:1 (Twenty-Four Equity Bonus Equity Shares for every 1 (One) existing fully paid-up Equity Share held by the eligible shareholders of the Company as on the Record Date. The Bonus Issue was undertaken by capitalizing a sum not exceeding the aggregate of free reserves and/or securities premium account in accordance with the provisions of Section 63 of the Companies Act, 2013, the Companies (Share Capital and Debentures) Rules, 2014, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable statutory provisions.

The Company received the in-principle approval from BSE Limited vide letter No. LOD/BONUS-II/PS/15525-2025 dated November 24, 2025, pursuant to the applicable provisions

governing the listing of bonus equity shares. Subsequently, upon receipt of all necessary statutory, regulatory and stock exchange approvals, the Company allotted the Bonus Equity Shares to the eligible shareholders. Consequent to the allotment of Bonus Equity Shares, the paid-up equity share capital of the Company increased to ?1,77,75,19,000 comprising 17,77,51,900 fully paid-up Equity Shares of ?10 each. The Bonus Equity Shares rank pari passu in all respects with the existing Equity Shares of the Company, including with respect to entitlement to dividends and all other corporate benefits, from the date of allotment.

The Bonus Issue reflects the Companys strong financial position and robust reserves and was undertaken with the objective of rewarding shareholders for their continued trust and confidence, enhancing the liquidity of the Companys Equity Shares in the market and broadening shareholder participation, while maintaining the Companys cash resources for future growth and business expansion.

43. EMPLOYEE STOCK OPTION SCHEME

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

44. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

45. SECRETARIAL STANDARDS

As on March 31, 2026 the Secretarial Standard 1 & 2 on meeting of Board of Directors & General Meetings has been noticed 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 Mishra & Associates is enclosed as Annexure-III and forms part of this Report.

46. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

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

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

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

Acknowledgments

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