apollo sindoori hotels ltd share price Directors report

Dear Members,

Your Directors are pleased to present the Twenty-Fifth Annual Report on the business and operations of the

Company together with the Audited Financial Statements for the year ended 31^st March 2023.

1. Corporate Overview:

Apollo Sindoori is a leading hospitality service management and support services company. We manage the entire gamut of hospitality services right from food services to kitchen planning and management. Apollo Sindoori has built its heritage by combining its corporate and professional prowess with experience and expertise in catering and hospitality. We strive constantly to achieve "Excellence in Hospitality".

2. Operations / State of the Companys Affairs:

Your Companys revenue from operations has increased from Rs.203 Crores as in the previous Financial Year (FY) 2021-22 to Rs. 268 Crores in FY 2022-23. This growth in such challenging circumstances is a testimony to the robustness of your Companys business strategy and innovative service offerings that helped us capture new markets.

EBITDA for the FY 2022-23 stood at Rs.23.79 Crores compared to Rs.16.58 Crores for FY 2021-22 and PBT (Profit Before Tax) for FY 2022-23 is Rs.16.56 crores against Rs.12.79 Crores for FY 2021-22.

Financial overview:

(i) Standalone Financials (Rs. in Lakhs)

Particulars	For the period 01.04.22 to 31.03.23	For the period 01.04.21 to 31.03.22
INCOME:
I Revenue from operations (I)	25,849.08	19,939.19
II Other Income (II)	994.25	341.05
III Total Income ( I + II )	26843.33	20280.24
IV EXPENDITURE:
Consumption of Provisions & Stores	11,321.67	7,464.80
Employee benefit expense	11,603.20	9,925.82
Finance Cost	405.38	109.15
Depreciation and amortization expense	317.59	269.70
Other expenses	1,539.06	1,232.06
Total Expenses (IV)	25186.90	19001.53
V Profit before exceptional and extraordinary items	1656.45	1278.71
and tax (III IV)
VI Exceptional Items	-	-
VII Profit before extraordinary items and tax	1656.45	1278.71
VIII Extraordinary Items	-	-
IX Profit before	1656.45	1278.71
X Tax expense:
(1) (a) Current tax	400.00	249.94
(b) Previous year tax	109.16	-
(2) Deferred tax	(45.37)	4.78
XI Net Profit(Loss) for the period (IX X)	1192.66	1023.99
XII Other Comprehensive Income
(i) Items that will not be reclassified to profit or loss
Remeasurement of Defined Benefit Obligation (net of tax)	30.88	49.42
(ii) Items that will be reclassified to profit or loss	-	-
XIII Total Comprehensive Income for the period	1223.54	1073.41
(XI + XII)
XIV Earning per equity share:
Weighted average no. of shares outstanding during the period	2,600,400	2,600,400
Nominal Value per Equity Share	5	5
Earnings per share before extra-ordinary item
- Basic & Diluted EPS	45.86	39.38
Earnings per share after extra-ordinary item
- Basic & Diluted EPS	45.86	39.38

(ii) Consolidated Financials (Rs. in Lakhs)

Particulars	For the period 01.04.22 to 31.03.23	For the period 01.04.21 to 31.03.22
INCOME:
I Revenue from operations	36,700.33	20,793.56
II Other Income	920.39	277.08
III Total Income	37620.72	21,070.64
IV EXPENDITURE:
Consumption of Provisions & Stores	13933.22	7,898.94
Employee benefit expense	17782.10	10,248.94
Finance Cost	579.94	239.94
Depreciation and amortization expense	592.41	486.06
Other expenses	3345.49	1,481.69
Total Expenses (IV)	36233.16	20355.57
V Profit before exceptional and extraordinary items and tax	1387.56	715.07
VI Share of profits of joint ventures	212.93	1046.81
VII Exceptional Items	892.21	-
VIII Profit before extraordinary items and tax	2492.70	1761.88
IX Extraordinary Items	-	-
X Profit before tax (VIII - IX)	2492.70	1761.88
XI Tax expense:
(1) (a) Current tax	619.14	249.94
(b) Previous year tax	159.31	-
(2) Deferred tax	22.75	31.37
XI Net Profit(Loss) for the period (X XI)	1691.50	1480.57
XII Other Comprehensive Income
A (i) Items that will not be reclassified to profit or loss
Remeasurement of Defined Benefit Obligation (net of tax)	112.99	-1.39
B (ii) Items that will be reclassified to profit or loss - -
XIII Total Comprehensive Income for the period	1804.49	1479.18
(XI + XII)
XIV Earning per equity share:
Weighted average no. of shares outstanding during the period	2,600,400	2,600,400
Nominal Value per Equity Share	5	5
Earnings per share before extra-ordinary item
- Basic & Diluted EPS	65.05	56.94
Earnings per share after extra-ordinary item
- Basic & Diluted EPS	65.05	56.94

3. Change in nature of business:

During the year, no changes in the nature of business have taken place and Company continues its earlier business and operations.

4. Dividend:

The operations of the Company during the period under review, have improved compared to last year. Considering the same, your Directors recommend a final dividend of Rs. 1.50/- (One Rupee and Fifty Paisa Only) for the FY 2022-23, i.e., 30% of the face value of Rs. 5 per share. Same is subject to approval of the members at the ensuing

Annual General Meeting.

5. Transfer to Reserves:

The Company has not made any transfer to reserves and has carried the profit in profit and loss account.

6. Deposits:

Your Company has neither accepted nor renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. As such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

7. Listing:

Your Company is listed on National Stock Exchange of India Limited (NSE), Mumbai with the symbol APOLSINHOT.

8. Share Capital:

The paid-up equity share capital as on March 31, 2023 is Rs. 1,30,02,000/- divided into 26,00,400 equity shares of Rs. 5/- each. During the year under review, your Company has not issued any shares including equity shares with differential rights or sweat equity. Further, Company has no outstanding preference shares or debentures and has not made any redemption of these.

9. Significant or Material Orders Passed by Regulators/Courts: or material orders Duringtheyearunderreview,therewereno significant passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

10. Material Changes and Commitment affecting financial position:

There are no material changes and commitments affecting financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31st March 2023 and till the date of this Directors Report.

11. Corporate Social Responsibility Report:

Your Company has developed and implemented Corporate Social Responsibility initiatives and has spent approximately Rs. 23,77,228/- approved CSR projects during the period under review.

Report on Corporate Social Responsibility including details as Per Rule 8 of Companies (Corporate Social

Responsibility Policy) Rules, 2014 is enclosed with this report as Annexure A.

12. Subsidiaries:

Your Company had a joint venture, namely, Faber Sindoori Management Services Private Limited. The joint venture has been entered based on MOU dated July 14, 2006 with Faber Medi-Serve SDN BHD ("FMS") whereby FMS and Apollo Sindoori Hotels have agreed to form a joint venture company in Chennai for the purpose of setting up a project upon mutually agreed objectives in the domain of bio-medical engineering (maintenance), facility engineering (maintenance), cleansing, housekeeping, janitorial services and hospital support services (other than catering services) and management information services (other than patient information). Accordingly, the joint venture company Faber Sindoori Management Services Private Limited has been incorporated on 27th August 2007 with FMS holding 51% and Apollo Sindoori Hotels holding 49%. Your Company acquired the controlling stake of 51% equity shares of Faber Sindoori Management Services Private Limited held by Malaysian company- Faber Facilities SDN BHD, thus becoming a wholly owned subsidiary w.e.f 17.11.2022. The financials of Faber Sindoori Management Services Private Limited has been consolidated in consolidated accounts of the Company w.e.f 17.11.2022.

Your company has another subsidiary, Olive & Twist Hospitality Private Limited. The subsidiary has been established with a view to carry on elite outdoor catering, convention centers, resto bars & restuarants & event management. The subsidiary has completed its fourth full year of the operations and its financialsfor the financial year ended 31 ^st March 2023 has been consolidated in consolidated accounts of the Company. Details of both the subsidiaries are also provided in AOC-1 under Annexure- B.

During the year under review, the Company monitors performance of subsidiary companies and took note of the following:

a) Pursuant to Regulation 16(1)(c) of SEBI (LODR) Regulations, 2015, the income of Olive & Twist Hospitality Private Limited, has exceeded the limit of 10% of Consolidated Income of the listed entity and the subsidiaries and hence the company has become a material unlisted subsidiary. Pursuant to Regulation 24A of SEBI

(LODR) Regulations, 2015, the Secretarial Audit Report of material unlisted subsidiary- Olive & Twist Hospitality Private Limited is attached with the Annual Report as Annexure I.

b) Pursuant to Regulation 24(1) of SEBI (LODR) Regulations, 2015, the Income/networth of Faber Sindoori Management Services Private Limited has exceeded the limit of 20% of Consolidated Income/Net worth of the listed entity and the subsidiaries and hence the company has become a material unlisted subsidiary. As per the requirement of the said Regulation, Mr. Suresh Madhok, Independent Director of the Company has been appointed in the Board of Faber Sindoori Management Services Private Limited in compliance with Regulation 24(1) of SEBI (LODR) Regulations, 2015. Further, the Secretarial Audit for Faber Sindoori Management Services Private Limited will become applicable from the Financial Year 23-24 and the same will be annexed with the Annual Report of your Company for FY 2023-24.

13. Consolidation of Accounts:

Your Company has prepared Consolidated Financial Statements as per Ind AS prescribed under Section 129 read along with Section 133 and prescribed rules of Companies Act, 2013. The consolidated financialstatements reflect the financial position of the Company, its Subsidiaries and Associates. As required by Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as SEBI (LODR) Regulations, 2015 or SEBI (LODR) or Listing Regulations), the Audited Consolidated Financial Statements together with the Independent Auditors Report thereon are annexed and form part of this Annual Report.

14. Contracts or Arrangement with Related Parties:

In line with the requirements of the Act and in accordance with the Listing Regulations, your Company has formulated a policy on dealing with Related Party Transactions (‘RPTs) which is available on the website of the Company at https://www.apollosindoori.com/wp-content/uploads/2023/05/policy-on-dealing-with-related-party-transactions.pdf.

All contracts or arrangements or transactions pursuant to such contract or arrangement with related party during the financial year are in the ordinary course of business and on an arms length basis and are on similar terms and conditions as applicable to non-related parties. All the related party transactions are pre-approved by the Audit

Committee.

Wherever required, Company also obtains the approval of members in compliance to the Companies Act, 2013 and/ or SEBI (LODR) Regulations, 2015. Disclosure as required in Form AOC-2 has been provided as Annexure- C to this Directors Report.

The details of the transaction with Related Party are also provided in the accompanying financial statements and notes to account as per Ind AS and may be treated as part of Directors Report.

The Company is again seeking approval of members for material related party transactions in terms of Regulation 23(4) of SEBI (LODR) Regulations, 2015. The agreement of the Company with Apollo Hospital Enterprises Limited (AHEL) is in ordinary course of business and at arms length price and in the best interest of company.

15. Annual Return web link:

In terms of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company in Form MGT 7forthe financial ^{on as on March 31, 2023 will be available on the Companys website at} https://www.apollosindoori.com/annual-return/. The Annual Return will be electronically submitted to the Registrar of Companies (ROC) within the timelines prescribed under the Act.

16. Composition of Board:

The Board of the Company comprises of optimum combination of Executive, Non-Executive and Independent Directors. Your Board as on date of this report has two executive directors, three non-executive directors and three independent directors. No change took place in the board composition during the period under review. Mr. C Natarajan, Whole-time Director and CEO of the Company has been reappointed at the last Annual General Meeting for a period of six months w.e.f 30^th May, 2023 The composition of the Board is as below:

S.No	Name of the Director	Designation	Executive/ Non-Executive/ Independent
1	Mr. G. Venkatraman	Chairman	Independent Director
2	Mr. George Eapen	Director	Independent Director
3	Mr. Suresh Raj Madhok	Director	Independent Director
4	Mrs. Sucharitha Reddy	Managing Director	Executive
5	Mr. C. Natarajan	Whole-time Director and Chief Executive Officer	Executive
6	Mr. Pottipati Vijayakumar Reddy	Director	Non- Executive
7	Mrs. Suneeta Reddy	Director	Non- Executive
8	Mrs. Sindoori Reddy	Director	Non- Executive

17. Attendance of Directors at Board Meetings and Annual General Meeting:

The Board of Directors met eight (8) times during the financial year 2022-23 on 28th May, 2022; 16th June, 2022; 29^th July, 2022; 12th August, 2022; 12th September, 2022; 05th October, 2022; 11th November, 2022 and 13th February, 2023.

The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013 and SEBI (LODR) Regulations, 2015

Details of attendance of Directors at the Board Meetings held during the financial year 2022-23 and the last Annual General Meeting (AGM) held on 29th September 2022 is as below:

	Attendance at Board Meeting		Attendance at AGM
Name of the Director	Held	Attended	Dated 29th September 2022
Mrs. Sucharitha Reddy	8	3	No
Mr. C. Natarajan	8	8	Yes
Mr. Vijayakumar Reddy	8	1	No
Mrs. Suneeta Reddy	8	1	No
Mrs. Sindoori Reddy	8	8	Yes
Mr. G. Venkatraman	8	8	Yes
Mr. George Eapen	8	8	Yes
Mr. Suresh Raj Madhok	8	8	Yes

18. Committees of Board:

Your Board has constituted four Committees in compliance to the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Board also ensures separate meeting of Independent Directors without the presence of non-independent directors in compliance to the above provisions. During the financial year 2022-23, following meetings of Committees were

(i) Audit Committee met five times on 28th May, 2022; 29th July, 2022; 12th August, 2022; 11th November, 2022 and 13th February, 2023

(ii) Nomination & Remuneration Committee met once on 12th August, 2022

(iii) Stakeholders Relationship Committee met once on 13^th February, 2023

(iv) Corporate Social Responsibility Committee met once on 13th February, 2023

(v) Separate meeting of Independent Directors was held on 13th February, 2023

Details of attendance of Directors at the Committee Meetings held during the financial year 2022-23 is as

Name of the Directors	Attendance at Committee Meeting		Attendance at Independent Directors Meeting
	Held	Attended
Mrs. Sindoori Reddy	2	2	-
Mr. G. Venkatraman	7	7	Yes
Mr. George Eapen	8	8	Yes
Mr. Suresh Raj Madhok	7	7	Yes

19. Audit Committee:

Company has Audit Committee in compliance to the Section 177 of Companies Act, 2013 and SEBI (LODR) Regulations, 2015. There were no such incidences where the Board has not accepted the recommendations of the Audit Committee during the year.

The details about composition of the Audit Committee, its terms of reference, meetings, attendance, etc. have been provided in the Corporate Governance Report forming part of the Directors Report.

20. Nomination & Remuneration Committee:

Company has Nomination and Remuneration Committee (NRC) in compliance to the Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015. The Company strongly believes that human resources which manage the other resources have infinite potential and therefore, their development effectiveness. The Company commit to integrate human resources with organizational growth and development for mutual benefit.

The details about composition of the Nomination and Remuneration Committee, its terms or reference, meetings, attendance and all other details have been provided in the Corporate Governance Report forming part of the Directors Report.

21. Stakeholders Relationship Committee:

Company has Stakeholders Relationship Committee (SRC) in compliance to the Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015. The Committee has been constituted to specifically look into various aspects of interest of shareholders, debenture holders and other security holders and resolve the grievances of security holders.

The details about composition of the Stakeholders Relationship Committee, its terms or reference, meetings, attendance and all other details have been provided in the Corporate Governance Report forming part of the Directors Report.

22. Corporate Social Responsibility Committee:

Company has Corporate Social Responsibility (CSR) Committee in compliance to the Section 135 of the Companies Act, 2013.

The details about composition of the CSR Committee, meetings and attendance have been provided in the Corporate Governance Report forming part of the Directors Report. A report on CSR as required is also provided separately forming part of this report.

23. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

(i) Conservation of Energy:

The Company values the significance of conservation of energy and hence continuous efforts are made for judicious use of energy at all levels of operations by utilizing energy efficient systems and processes. Towards achievement of this objective, steps have been initiated including use of energy efficient LED lights and energy management systems at our kitchen/offices. Further, certain initiatives are being implemented for optimization of electricity and LPG usage.

Some of the actions planned in phase number include replacement of energy intensive pumps with high efficiencysystems, replacement of energy intensive fans with energy efficient fans. Operational measures include close monitoring and control of energy consumption and frequent energy audits by the hotel Engineering Department.

Your Company remains focused on giving importance towards conservation of energy, which results in component of the savingsofelectricity consumption,asignificant energy cost, in an ongoing process. Company has not made any specific estimate of capital investment for energy conservation equipment.

(ii) Technical Absorption:

The Company continues to absorb and upgrade modern technologies and advanced hotel management techniques in various guest contact areas, which includes wireless internet connectivity in all the Guest

House.

The company has not imported any technology in last four years. Further, Company has not incurred any expenditure on research and development.

(iii) Foreign Exchange Earnings and outgo:

Foreign Exchange earned in terms of actual inflowsand the Foreign Exchange outgo in terms of actual outflows during the year is as under:

Particulars	March 31, 2023 (Rs.)	March 31, 2022 (Rs.)
Outgo	4,10,388	16,54,153
Earned

24. Insurance:

All insurable interest of the Companyincluding,buildings,furniture fixturesand other insurable interest are adequately insured.

25. Auditors:

(i) Statutory Auditors:

M/s. P. Chandrasekhar LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company by the members at the 24th Annual General Meeting held on 29th September, 2022 for a period of 5 (five) consecutive years to hold office ^th Annual General Meeting.

(ii) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, the Company had appointed M/s. SRSV & Associates, Chartered Accountant as Internal Auditors to undertake the Internal Audit of the Company for the FY 2022-23.

(iii) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed BGSMISHRA & Associates, Company Secretaries LLP as Secretarial Auditors for the financial year 2022-23. The Secretarial Audit Report is attached forming part of the report.

(iv) Cost Auditor:

As per Section 148(1) of the Companies Act, 2013, the requirement of cost audit is not applicable to the Company.

26. Internal Control Systems and their Adequacy:

The Company has an internal control system which commensurate with size, scale and complexity of its operations. Further, Company has appointed an external Internal Auditor. The scope and authority of the internal Audit function is well defined in the organization. To maintain its objectivity and independence, the Internal Auditor reports to the

Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas andtherebystrengthenthecontrol.Significant and corrective actions suggested are presented to the Audit Committee of the Board.

27. Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm 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) They 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 financial year 31st March 2023 and of the profit and loss of the Company for that period;

(c) They have taken proper and sufficientcare 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 Annual Accounts are prepared on a going concern basis;

(e) They have laid down internal financial controls to be followed by the Company and that such internal controls are adequate and are operating effectively; and

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these systems are adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and external consultant(s) and the reviews made by the Management and the relevant Committees, including the Audit Committee, Board is of the opinion that the Companys internal financial controls were adequate and operationally effective financial year 2022-23.

28. Directors Appointment / Re-appointment:

In terms of the provisions of Section 152 (6) (d) of the Companies Act, 2013 Ms. Sindoori Reddy and Dr. C Natarajan, Directors of the Company retires by rotation at this Annual General Meeting and being eligible offer themselves for re-appointment.

Further, Company is seeking approval for re- appointment of Dr. C. Natarajan as Whole Time Director and Chief Executive officer (WTD & CEO) at this Annual General Meeting (AGM) for a period of six (6) months from 30^th November, 2023. The Company is seeking approval of shareholders by way of special resolution as per the provisions of Section 196 read with Schedule V of Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The Board and Nomination and Remuneration Committee recommends his re-appointment as Whole Time Director and Chief Executive officer.

29. Independent Directors:

Mr. Ganesan Venkatraman, Mr. Suresh Raj Madhok and Mr. Puthen Veetil George Eapen are Independent Directors (IDs) on Board of the Company and have been appointed for a period of five years from 25th July 2019 to hold office till the conclusion of 26th Annual General Meeting of the Company. They have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013, which has been duly appraised and noted by the Board.Company pays commission not exceeding 1% of net profit of the Company to the by Board/ Nomination and Remuneration Committee. The details of the commission paid during the financial year is also provided in this report. Weblink of familiarization programme undertaken for IDs as available on website is https://www.apollosindoori.com/ wp-content/uploads/2023/05/independent-directors.pdf

30. Changes in Key Managerial Personnel:

During the year under review, there were no changes in the Directors and Key Managerial Personnel of the Company. Mrs. Sucharitha Reddy, Managing Director; Mr. C. Natarajan, Whole Time Director and Chief Executive Officer; Mr. Meyyappan Subramanian, Chief Financial Officer and Ms. Surabhi Pasari, Company Secretary & Compliance Officer remain to be the Key Managerial Personnel of the Company.

31. Particulars of Loans, Guarantees or Investments:

Company has made investments in Faber Sindoori Management Services Pvt. Ltd. and Olive & Twist Hospitality Private Limited, details of which is available in the Form AOC 1 provided in Annexure B. Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements and may be treated as forming part of the Directors Report.

32. Vigil Mechanism / Whistle Blower Policy:

Pursuant to Section 177(9) and 177(10) of the Companies Act, 2013, the Company has established vigil mechanism for the directors and employees to report genuine concerns. The Board of Directors have adopted Whistle Blower

Policy.

The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Directors and all permanent employees of the Company are covered under the Whistle Blower Policy. The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or Policy or ethics.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said Whistle-Blower Policy has been hosted on the website of the Company and is available at the website at weblink https://www.apollosindoori.com/wp-content/uploads/2023/05/vigil-mechanism_Whistle-Blower-policy.pdf

33. Policy on Directors appointment and remuneration:

The policy of the Company on Directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Section 178 ^{of the Companies, Act, 2013 is available at the website at weblink https://www.apollosindoori.com/wp-content/} uploads/2023/04/Nomination-and-Remuneration-Policy.pdf

34. Board Evaluation:

Pursuant to Section 134(3)(p) of the Companies Act, 2013 and Regulation 17(10) & 25 of the SEBI (LODR) Regulations, 2015, the annual evaluation process for the performance of the Board, its committees and individual directors are carried out internally. Each Board member submitted a detailed evaluation form on the functioning and overall level of engagement of the Board and its Committees on parameters such as composition, execution of specificduties, quality, quantity and timeliness of flow of information, deliberations at the meeting, independence of judgment, decision making, management actions etc. One-on-one meeting of the individual directors with the Chairman of the Board was also conducted as a part of self-appraisal and peer group evaluation and the engagement and impact of individual directors was reviewed on parameters such as contribution, attendance, decision making, inter-personal relationship, actions oriented, external knowledge, etc. The directors were also asked to provide their valuable feedback and suggestions on the overall functioning of the Board and its Committees and the areas of improvement for a higher degree of engagement with the management. The independent directors met on 13^th February 2023 to review the performance evaluation of non independent directors, Board including the Chairman, while considering the views of the Executive and Non-ExecutiveDirectors.Theindependentdirectorsweresatisfiedwith the overall functioning of the Board, its various Committees and other non-executive and executive directors. The Board expressed its satisfaction with the Evaluation results, which reflects the high degree of engagement of the Board and its Committees with the company and its management.

35. Compliance to Secretarial Standards:

The company has complied with the Secretarial Standards SS-1 and SS-2 on Board Meetings and General Meetings respectively issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013. Company also endeavor and ensure compliance of other secretarial standards.

36. Risk Management Policy:

Risk Management is an integral part of the business process. The risk management process, inter alia provides for review of the risk assessment and mitigation procedures and timely report to the management and review of the identified risks at periodical interval to assess the progress of control measures.

The Audit Committee and the Board reviews the risk management efforts periodically. The Committee has formulated a Risk Management Policy which is uploaded on the Companys website at weblink https://www.apollosindoori.com/ wp-content/uploads/2023/05/Risk-Mgt-Policy.pdf Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures. The risks are reviewed for the change in the nature and extent of major risks identified ^{control measures for risks and future action plans. Your Board} issatisfied ^{procedures in place to identify, assess, monitor and manage risks.}The Company believes that the overall risk exposure of present and future risks remains within its risk capacity.

37. Receipt of Commission by MD / WTD from Company or Subsidiary:

During the financial year 2022-23, Managing Director / Whole Time Director of the Company has not received any commission from Company or Subsidiary of the Company.

38. Human Resources:

Your Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. It considers people as its biggest assets. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership. Your Company has a structured induction process at all its locations and management development programs to upgrade skills of managers.

39. Statutory Auditors Report:

The Standalone as well as Consolidated Financial Statements are accompanied with the Statutory Auditors Report.

The Auditors Report do not contain any qualification, reservations or adverse/disclaimers remarks/observations. The Auditors Report read with the Notes and Schedules to Accountsformingpartofthefinancialstatements are self-explanatory.

40. Reporting of Frauds by Auditors:

During the year under review, neither the Statutory Auditors nor the Internal 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.

41. Secretarial Auditors Report:

The Secretarial Audit Report for the FY 2022-2023 is annexed herewith as Annexure D The reply to the observation provided in Secretarial Audit Report is as under:

i. Observation: Few compliances as required to be made under Secretarial Standard in relation to Board / Committee Meetings has been inadvertently missed Company Representation: The Company follows proper compliance with regard to Secretarial standards both in letter and spirit, however only few of the compliances were inadvertently missed. Proper system of compliance will be implemented in future. ii. Observation: The majority of the revenue of the Company is from related party transaction which as per the representation from the Company is in ordinary course of business and on arms length basis Company Representation: The Company is providing clinical nutritional services to several hospitals and many of them are related parties. However, Company is also providing these services to other non-related parties as well, at the same terms and conditions. All these transactions are in the ordinary course of business and at arms length basis. Since majority of the customer are related parties, major revenue is from related party transactions. Hence, this is statement of fact and do not point out to any violation. Further, these related party transactions are entered into, after due approval of Audit Committee as required under Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Company has also obtained the approval of members by means of Special Resolution passed in Annual General Meeting held on 28th Sep, 2021.

42. Managerial Remuneration:

Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure E.

43. Disclosure as per Listing Regulations:

Disclosures pursuant to Regulation 34 read with Schedule V of the SEBI (LODR) Regulation, 2015 has been provided in Annexure F.

44. Corporate Governance:

As per Schedule V of SEBI (LODR) Regulation, 2015, a separate section on corporate governance practices followed by the Company, report on CorporateGovernancetogetherwith certificateconfirming compliance on corporategovernanceprovisionsandCEO/CFOCertificateforms an integral part of this Directors Report and has been provided in Annexure G.

45. Management Discussion and Analysis Report:

Management discussion and analysis report forming part of directors report pursuant to Regulation 34 read with Schedule V of the SEBI (LODR) Regulation, 2015 has been provided in Annexure H.

46. Particulars of Employees:

The Company has about 4384 employees in its roll. Since employees contribute in achieving the goal of the Company, periodical training programs are carried out to meet the challenges in providing services to the best of

Customer Satisfaction.

47. Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013:

The Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 The following is the summary of the sexual harassment complaints received and disposed during the Financial Year 2022-23: No. of complaints received : NIL

No. of complaints disposed off : NIL

48. Transfer to Investor Education and Protection Fund:

Pursuant to the applicable provisions of the Companies Act, 2013 (‘the Act), read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the IEPF Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF; established by the Government of India, after completion of seven years from the date of transfer to unclaimed dividend account. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. The disclosure related to Investor Education and Protection Fund (IEPF) has been made in the notice to the Annual General Meeting. It contains details of the transfer of the unclaimed/ unpaid dividend, year wise, which are liable to be transferred to the IEPF. The details are also available on the website of the Company.

49. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016:

As per the information of the Company as on date of this report, no proceeding is pending against the Company under the Insolvency and Bankruptcy Code 2016.

50. 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 financialinstitutions thereof: along with reasons

There was no one time settlement made by the Company during the said Financial Year.

51. Companies (Auditors Report) Order, 2020:

The Report as provided is self- explanatory.

52. Acknowledgement:

Your Directors take this opportunity to thank the Companys customers, shareholders, suppliers, bankers, financial institutions and the Central and State Governments for their unstinted support. The Directors would also like to place on record their appreciation to employees at all levels for their hard work, dedication and commitment.

	For and on Behalf of Board of Directors
Place: Chennai
Date: 14th August, 2023	Sucharitha Reddy	G. Venkatraman
	Managing Director	Chairman