Apollo Ingredients Ltd Directors Report

To,

The Members,

Apollo Ingredients Limited

(Formerly known as Indsoya Limited)

Your Directors are pleased to present their 44^th Annual Report on the state of affairs of the Company together with the Audited Financial Statement (Standalone) of Accounts and the Auditors‘ Report of Apollo Ingredients Limited (formerly known as Indsoya Limited) [-the Company‘] for the year ended 31^st March, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Company Financial Performance (Standalone) for the financial year ended on 31^st March, 2024 under review is given hereunder: (Amount in Lakhs)

PARTICULARS	Standalone Financial Statements
	2023-2024	2022-2023
Net Sales /Income from Business Operations	100.00	-
Other Income	0.30	3.24
Total Income	100.30	3.24
Less: Total Expenses	92.07	10.57
Profit/(Loss) before Exceptional Item and tax	8.23	(7.33)
Less: Exceptional Item	-	-
Profit/(Loss) before tax	8.23	(7.33)
Less: Current Income Tax	2.14	-
Less: Deferred Tax	-	-
Net Profit/(Loss) after Tax	6.09	(7.33)
Earning per share (Basic)	1.52	(1.83)
Earning per Share (Diluted)	1.52	(1.83)

2. REVIEW OF OPERATIONS

During the year under review, the Standalone total Income was Rs.100.30 lakhs against Rs.3.24 lakhs for the corresponding previous year.

Total Comprehensive profit for the period was Rs. 6.09 lakhs as against the loss of Rs. 7.33 lakhs in the corresponding previous year.

The Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased business.

3. DIVIDENDS

In order to conserve resources for future growth and expansion, the Directors do not recommend any dividend on equity share capital of the Company for the Financial Year ended on 31st March, 2024. Also, dividend distribution policy is not applicable on the company

4. TRANSFER TO RESERVES

As no transfer to any reserve is proposed, the entire balance available in the statement of profit and loss is retained in it.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

6. CHANGE IN THE NATURE OF THE BUSINESS

Pursuant to change in Management there are few changes in the nature of business which are as follows:

? The new set of Memorandum of Association as per Companies Act, 2013 with change of main object of the Company has been adopted by the Shareholders at the AGM held on September, 12^th 2023. The changes in the main object of the Company are as follows:

"To provide in India or elsewhere the business of manufacturing, producing, importing, exporting and to deal in total healthcare solution in Ayurvedic, homeopathic, allopathic medicines and to carry out medical & clinical audits, Medical, healthcare, hospital facility planning from concept to commissioning and post commissioning managing health care institutions of any kind, public or private and to establish and run hospitals/ healthcare institutions, diagnostic centre, health spa, wellness centre, pathology, life science and stem cell depositories and to provide support services such as housekeeping, security, technical & clinical, para medical and nursing human resources to health care & other organizations public or private and to launch hospitals and develop strategic concepts, business development policies for health care and health solutions."

Note: Clause III of the MOA be altered by substituting PART A with the above and PART B containing objects incidental or ancillary to the attainment of the main object will be altered accordingly.

? The name of the company has been changed from Indsoya Limited‘ to the new name Apollo Ingredients Limited‘ with effect from September 12^th, 2023.

? The Registered office of the Company has been shifted from Mumbai to Thane within the jurisdiction of same Registrar of Companies, Mumbai with effect from September 12, 2023. The new Registered office is at -Office no. A-1, Nalandapushp, CHS,

Sector 2, Mittal Enclave, Naigaon, East Thane, Thane, Maharashtra- 401201, India.

? The Company has shifted its corporate office at the Board meeting held on August 10^th 2023. The new Corporate office is at -Office no. A-1, Nalandapushp, CHS,

Sector 2, Mittal Enclave, Naigaon, East Thane, Thane, Maharashtra- 401201, India.

? The Company with effect from September 12^th, 2023 has increased its authorized share capital from Existing Rs. 50,00,000/- (Rupees Fifty Lakhs) divided into 10,00,000 (Ten Lakhs) Equity Shares of Rs. 05/- (Rupees Five) each to Rs. 10,00,00,000/- (Ten Crores) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 05/- each.

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure I and is incorporated herein by reference and forms an integral part of this report.

8. BUSINESS OUTLOOK

With new management company is going into major transformation in current and coming financial years and will explore new markets and business opportunities as per the Main objects of the Company.

9. SHARE CAPITAL

During the year, the Companys authorized share capital was increased from Existing Rs. 50,00,000/- (Rupees Fifty Lakhs) divided into 10,00,000 (Ten Lakhs) Equity Shares of Rs. 05/- (Rupees Five) each to Rs. 10,00,00,000/- (Ten Crores) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 05/- each.

As on 31st March, 2024, the Authorised share capital of the Company is Rs.

10,00,00,000/- (Rupees Ten Crore only) divided into 2,00,00,000 (Rupees Two Crore only) Equity Shares of Rs 05/-(Rupees Five only) each; and Issued, Subscribed and Paid up share capital of the Company is Rs. 20,00,000/- (Rupees Twenty Lakhs only) divided into 4,00,000 (Four Lakh) Equity Shares of Rs. 05.00/- (Rupees Five only) each. The

Company has only one class of equity shares having at par value of Rs. 05/- per share.

Each holder of equity shares entitled to one vote per share.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Changes in Directors:

? Directors as on 31^st March, 2024:

S. No. Name of Director	DIN	Designation
1. Lovely Ghanshyam Mutreja	03307922	Managing Director
2. Lalita Ghanshyam Mutreja	07514392	Director
3. Kirit Ghanshyam Mutreja	07514391	Director
4. Suvarna Ramchandra Shinde	09751614	Independent Director
5. Maharshi Anand Tomar	10272427	Independent Director

? The Board of Directors at its meeting held on 10/08/2023, have approved the appointment and resignation of below Directors:

S. Name of DIN No. Director	Cessation/Appointme nt	Effective Date	Designation
1 Rajvirendr 0677093 . a Singh 1 Rajpurohit	Cessation	10/08/202 3	Independent Director
2 Maharshi 1027242 . Anand 7 Tomar	Appointment	10/08/202 3	Independent Director

b) Key Managerial Personnel:

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are:

S.No. Name of KMP	Designation
1 Lovely Ghanshyam Mutreja	Managing Director
3 Satya Nayak	Chief Financial Officer
4 Ayushi Agrawal	Company Secretary and Compliance officer

c) Declaration by Independent Director(s):

The company has received the necessary declaration from each Independent Directors in accordance with Section 149 (7) of the Companies Act 2013, that they meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI Listing Regulations.

All Independent Directors of the Company have affirmed compliance with the Schedule IV of the Act and Companys Code of Conduct for Directors and Senior Management.

All the Independent Directors of the Company have complied with the requirement of inclusion of their names in the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs and they meet the requirements of proficiency self-assessment test.

d) Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process.

11. MEETINGS OF THE BOARD

During the year, 6 (Six) Board Meetings were convened and held, the details of which are given below. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards and the SEBI (LODR) Regulations, 2015.

The Meetings that were held in the financial year 2023-2024:

S.No. Meeting	Date
1. Board Meeting	11/05/2023
2. Board Meeting	29/05/2023
3. Board Meeting	10/08/2023
4. Board Meeting	14/08/2023
5. Board Meeting	09/11/2023
6. Board Meeting	12/02/2024

12. MEETINGS OF THE INDEPENDENT DIRECTORS

During the Financial Year 2023-2024, 1 (One) Meetings of Independent Directors were held on 12/02/2024 without the attendance of Non-Independent Directors and members of the Management. The Independent directors in the meeting reviewed and assessed the following:

? The performance of Non-Independent Directors and the Board as a whole. ? The quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

13. MEETINGS OF THE COMMITTEES

There are currently three committees of the Board, as following:

a. Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect of auditing and accounting matters. It also supervises the Company‘s financial reporting process.

During the Financial Year 2023-2024, 4 (four) Meetings were held on 29/05/2023,

10/08/2023, 09/11/2023, 12/02/2024. The time gap between any two meetings was not more than 4 months and the Company has complied with all the requirements as mentioned under the Listing Agreement/SEBI (LODR) Regulations, 2015 and the Companies Act, 2013.

The composition of the Committee is as under:

S.No. Name	Category	Designation
1. Suvarna Ramchandra Shinde	Independent Director	Chairperson
2. Kirit Ghanshyam Mutreja	Director	Member
3. Rajvirendra Singh Rajpurohit	Independent Director	Member

Reconstitution of Audit Committee from 10/08/2023:

S.No. Name	Category	Designation
1 Suvarna Ramchandra Shinde	Independent Director	Chairperson
2 Kirit Ghanshyam Mutreja	Director	Member
3 Maharshi Anand Tomar	Independent Director	Member

b. Nomination and Remuneration Committee

The Committee‘s constitution and terms of reference are in compliance with provisions of section 178 of the Companies Act, 2013, Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

During the Financial Year 2023-2024, 1 (One) Meetings were held on 10/08/2023.

The composition of the Committee constituted as under:

S.No. Name	Category	Designation
1. Suvarna Ramchandra Shinde	Independent Director	Chairperson
2. Kirit Ghanshyam Mutreja	Director	Member
3. Rajvirendra Singh Rajpurohit	Independent Director	Member

Reconstitution of Nomination and Remuneration Committee from 10/08/2023:

S.No. Name	Category	Designation
1 Suvarna Ramchandra Shinde	Independent Director	Chairperson
2 Kirit Ghanshyam Mutreja	Director	Member
3 Maharshi Anand Tomar	Independent Director	Member

c. Stakeholders Relationship Committee

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015. The Committee reviews Shareholder‘s/ Investor‘ s complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition of shares, split/ consolidation of share certificates, issue of duplicate share certificates etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders. During the Financial Year 2023-2024, 1 (One) Meeting was held on 12/02/2024.

The composition of the Committee constituted as under:

S.No. Name	Category	Designation
1. Suvarna Ramchandra Shinde	Independent Director	Chairperson
2. Kirit Ghanshyam Mutreja	Director	Member
3. Rajvirendra Singh Rajpurohit	Independent Director	Member

Reconstitution of Stakeholders Relationship Committee from 10/08/2023:

S.No. Name	Category	Designation
1 Suvarna Ramchandra Shinde	Independent Director	Chairperson
2 Kirit Ghanshyam Mutreja	Director	Member
3 Maharshi Anand Tomar	Independent Director	Member

14. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

15. PARTICULARS OF EMPLOYEES

The provisions of Section 197 read with rule 5(2) & (3) of the Companies (Appointment

& Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.1.20 Crore per year during the financial year 2023-24. Details regarding rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are disclosed in the Annexure III attached herewith this report.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

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

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

(c) The directors have 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) The directors have prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

17. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The company has no subsidiaries, joint ventures or associate companies. During the Financial Year, no company ceased as Subsidiary, Joint Venture or Associate of the company.

18. STATUTORY AUDITORS:

In accordance with the provisions of Section 139 of the Companies Act 2013, and the rules made thereunder, the Board on the recommendation of the Audit Committee, had appointed M/s. DMKH & Co. Firm Registration No.: 116886W, as the statutory auditors of the Company, for a term of five consecutive years, i.e., from the conclusion of the 42^ndAnnual General Meeting of the Company (i.e held on 23^rd September, 2022) till the conclusion of the 47^th Annual General Meeting to be held in the year 2027 and the said appointment with the approval of shareholders .

As required under the provisions of Section 139(1) and 141 of the Companies Act, 2013 read with the Companies (Accounts and Auditors) Rules, 2014, the Company has received a written consent and certificate from the auditors to the effect that they are eligible to continue as Statutory Auditor of the Company.

19. AUDITORS REPORT

Explanation on Statutory Auditors comments:

The comments made in Auditors Report read with notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

20. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Ravi Patidar and Associates, Practicing Company Secretaries have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report forms part of Annual report as Annexure II.

21. INTERNAL FINANCIAL CONTROLS AND ADEQUACY

The Company has in place adequate internal financial controls with reference to the financial statement. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors. Significant internal audit findings are discussed and follow-ups are taken thereon. Further, Mr. Abhishek Sarda was appointed as an Internal Auditor of the Company for the Financial Year 2023-24.

22. SHARES

Buy Back of Securities:

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

Sweat Equity:

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

Bonus Shares:

The Company has not issued any Bonus Shares were not issued during the year under review.

Employee Stock Option Plan:

The Company has not provided any Stock Option Scheme to the Employees.

23. VIGIL MECHANISM

The company has formulated a Whistle Blower Policy to provide Vigil Mechanism for employees of the company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act and the Listing Regulations.

24. RISK MANAGEMENT POLICY

The Companys principal financial liabilities include trade and other payables. The Companys principal financial assets include cash and cash equivalents and others. The Company is exposed to liquidity risk and market risk. The Company‘s senior management oversees the management of these risks. The Companys senior management provides assurance that the Company‘s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Companys policies and risk objectives. Risk management policy of the company has been placed on the Company website at https://www.indsoya.com/ Presently; Regulation 21 of the SEBI LODR with respect to Risk Management Committee is not applicable to your Company.

25. CORPORATE GOVERNANCE

As stipulated vide regulation 15(2) of the SEBI (LODR) Regulations, 2015, the requirement of furnishing report on corporate governance is not applicable to your Company as it‘s paid up capital and net-worth is below the threshold limit prescribed for the purpose.

26. DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER

SECTION 186

Full particulars of loans and guarantees given and investments made under Section 186 of the Companies Act, 2013 are given separately in the Financial Statements of the Company read with Notes to Accounts which may be read in conjunction with this Report.

28. RELATED PARTY TRANSACTIONS

All Related Party transactions that were entered into during the financial year under reference were on the arm‘s length basis and were in ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions between the Company and the Promoters, Directors, Key Managerial Personnel, Subsidiaries, relatives or other designated persons, which may have a potential conflict with the interest of the Company at large. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company. Please refer Note 20 of Notes to accounts for related party transactions as per IND AS-24 and Schedule V of the SEBI (LODR) 2015 as amended from time to time.

All Related Party Transactions were placed before the Audit Committee and have been approved by the Board. Omnibus approval of Audit Committee is obtained for the transactions that are foreseen and repetitive in nature.

Your Company has formulated a policy on related party transactions, which is also available on Company‘s website https://www.indsoya.com/

29. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT,

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

a. Conservation of Energy, Technology Absorption

Company has limited scope for undertaking energy conservation exercises, but nevertheless continues to emphasize work practices that result in conservation of energy. At the offices of your Company, special emphasis is placed on installation of energy-efficient lighting devices, use of natural light as best as possible, and adoption of effective procedures for conservation of electricity, water, paper and other materials that consume natural resources.

b. Technology absorption

The activities of the Company do not as such involve any technology absorption or expenditure on research and development. Nevertheless, the Companys endeavours would be to achieve what is best possible in its business.

c. Foreign Exchange Earning and Outflow

During the year under review, there was no earning or outgoing in foreign exchange.

30. COST AUDIT

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company.

31. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility (CSR) Committee of the Board. Your Company does not fall under the provisions of aforesaid Section; therefore, CSR Committee has not been constituted.

32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF

WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Company‘s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year, pursuant to the legislation Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 introduced by the Government of India, which came into effect from 9 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace. There was no case reported during the year under review under the said Policy.

33. SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

34. DETAILS OF APPLICATION MADE OR PROCEDDING PENDING UNDER

INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL

POSITION OF THE COMPANY

Material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e., 31st March, 2024 and the date of this Directors‘ Report i.e., 28^th August, 2024 are as mentioned hereunder:

? Appointment of James Mody (DIN-08072328) as a Non- executive director of the Company

? Resignation of Mr. Satya Nayak from the post of Chief Financial Officer (CFO) of the Company.

? Resignation of Ms. Lalita Ghanshyam Mutreja (DIN- 07514392) from the post of Non-Executive Director of the Company

? Appointment of Ms. Lalita Ghanshyam Mutreja (DIN- 07514392) as Chief Financial Officer (CFO) of the Company.

? Change in designation of Mr. Kirit Ghanshyam Mutreja (DIN-07514391) from Whole Time Director to Executive Director of the Company

37. DETAILS IN RESPECT OF FRAUD REPORTED BY THE AUDITOR

No fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

38. WEBSITE

As per Regulation 46 of SEBI (Listing, Obligation and Disclosure Requirements) Regulation, 2015, the Company has maintained a functional website namely https://www.indsoya.com/ containing basic information about the Company like: Details of business, financial information, shareholding pattern, compliance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company. The contents of the said website are updated on regular basis.

39. ACKNOWLEDGEMENT

The Board of Directors would like to acknowledge all its stakeholders and is grateful for the support received from suppliers and business associates.

Your directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Government of Maharashtra and the Bankers to the Company for their valuable support and look forward to their continued co-operation in the years to come.

For and On Behalf of the Board of Directors

Apollo Ingredients Limited

(Formerly known as Indsoya Limited)

 

Sd/-	Sd/-
Lovely Ghanshyam Mutreja	Kirit Ghanshyam Mutreja
Managing Director	Director
DIN: 03307922	DIN: 07514391
Date: 28th August, 2024
Place: Thane