Apollo Sindoori Hotels Ltd Directors Report

Dear Members,

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

Company together with the Audited Financial Statements for the year ended 31st March 2025.

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.293 Crores as in the previous Financial Year FY 2023-24 to Rs. 317 Crores in FY 2024-25 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 2024-25 stood at Rs.22.42 Crores compared to Rs. 23.21 Crores for FY 2023-24 and PBT

(Profit Before Tax) for FY 2024-25 is Rs.12.39 crores against Rs.14.20 Crores for FY 2023-24.

Financial overview:

(i) Standalone Financials (Rs. in Lakhs)

Particulars	For the period 01.04.24 to 31.03.25	For the period 01.04.23 to 31.03.24
INCOME:
I Revenue from operations (I)	30,857.14	28,621.18
II Other Income (II)	827.29	662.34
III Total Income ( I + II )	31,684.43	29,283.52
IV EXPENDITURE:
Consumption of Provisions & Stores	13,471.82	12,541.56
Employee benefit expense14,051.99		12,826.18
Finance Cost	546.93	549.87
Depreciation and amortization expense	456.81	350.88
Other expenses	1,918.16	1,594.89
Total Expenses (IV)	30,445.71	27,863.38
V Profit before exceptional and extraordinary	1,238.72	1,420.14
items and tax (III - IV)
VI Exceptional Items	-	-
VII Profit before extraordinary items and tax	1,238.72	1,420.14
VIII Extraordinary Items	-	-
IX Profit before tax	1,238.72	1,420.14
X Tax expense:
(1) (a) Current tax	341.00	347.00
(b) Previous year tax	(29.67)	80.18
(2) Deferred tax	(76.59)	(10.23)

Particulars	For the period 01.04.24 to 31.03.25	For the period 01.04.23 to 31.03.24
X) XI NetProfit(Loss)forthe period(IX-	1,003.97	1,003.19
XII Other Comprehensive Income
(i) Items that will not be reclassified to profit or loss
Remeasurement of Defined Benefit Obligation	361.40	209.29
(net of tax)
(ii) Items that will be reclassified to profit or loss	-	-
XIII Total Comprehensive Income for the period (XI + XII)	1,365.37	1,212.48
XIV Earning per equity share:
Weighted average no. of shares outstanding during the	26,00,400	26,00,400
period
Nominal Value per Equity Share	5	5
Earnings per share before extra-ordinary item
- Basic & Diluted EPS	38.61	38.58
Earnings per share after extra-ordinary item
- Basic & Diluted EPS	38.61	38.58

(ii) Consolidated Financials (Rs. in Lakhs)

Particulars	For the period 01.04.24 to 31.03.25	For the period 01.04.23 to 31.03.24
INCOME:
I Revenue from operations	54,178.84	51,940.67
II Other Income	1,030.01	1,051.50
III Total Income	55,208.85	52,992.17
IV EXPENDITURE:
Consumption of Provisions & Stores	14,789.39	14,081.94
Employee benefit expense	32,826.04	30,896.96
Finance Cost	761.69	780.25
Depreciation and amortization expense	932.51	775.43
Other expenses	4,692.32	4,542.92
Total Expenses (IV)	54,001.95	51,077.50
V Profit before exceptional and extraordinary items tax and	1,206.90	1,914.67
VI Share of profits of joint ventures	-	-
VII Exceptional Items	-	-
VIII Profit before extraordinary items and tax	1,206.90	1,914.67
IX Extraordinary Items	-	-
X Profit before tax (VIII - IX)	-	-
XI Tax expense:
(1) (a) Current tax	646.41	705.25
(b) Previous year tax	(29.67)	80.18
(2) Deferred tax	(182.33)	22.38
XI Net Profit (Loss) for the period (X - XI)	772.49	1,106.86

Particulars	For the period 01.04.24 to 31.03.25	For the period 01.04.23 to 31.03.24
XII Other Comprehensive Income
loss A Itemsthatwillnotbereclassifiedto profitor
(i) Remeasurement of Defined Benefit Obligation	383.71	439.42
(net of tax)
B (ii) Items that will be reclassified to profit or loss	-	-
XIII Total Comprehensive Income for the period (XI + XII)	1,156.20	1,546.28
XIV Earning per equity share:	26,00,400	26,00,400
Weighted average no. of shares outstanding during the	5	5
period
Nominal Value per Equity Share
Earnings per share before extra-ordinary item
- Basic & Diluted EPS	29.71	42.57
Earnings per share after extra-ordinary item
- Basic & Diluted EPS	29.71	42.57

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. 2/- (Rupee Two Only) for the FY

2024-25, i.e., 40% 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, 2025 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:

During the year under review, there were no significant or material orders 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 financialposition of the Company which has and commitments affecting occurred between the end of the financial year of the Company i.e. 31st March 2025 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. 29,09,986/- (Rupees Twenty-Nine Lakhs and Nine Thousand Nine Hundred and Eighty Six) 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 has two subsidiaries namely Sindoori Management Solutions Private Limited (formerly known as Faber Sindoori Management Services Private Limited) and Olive Plus Twist Avenues Private Limited (formerly known as Olive & Twist Hospitality Private Limited).

Sindoori Management Solutions Private Limited is a wholly owned subsidiary and the financials of Sindoori Management Solutions Private Limited has been consolidated in consolidated accounts of the Company. Sindoori Management Solutions Private Limited are involved 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).

Your company has another subsidiary, Olive Plus Twist Avenues Private Limited (formerly known as Olive & Twist Hospitality Private Limited). The subsidiary has been established with a view to carry on elite outdoor catering, convention centers, resto bars & restaurants & event management. The subsidiary has completed its sixth full year of operations and its financials for the financialyear ended 31st March 2025 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/networth of Sindoori Management Solutions Private Limited has exceeded the limit of 10% 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 Regulation 24(1) of SEBI (LODR) Regulations, 2015, Mr. Lodugureddygari Lakshminarayanareddy, (DIN: 02739839) Independent Director of the Company has been appointed in the Board of Sindoori Management Solutions Private Limited in compliance with said Regulation - 24(1) of SEBI (LODR) Regulations, 2015.

Further, the Secretarial Audit for Sindoori Management Solutions Private Limited annexed with the Annual Report of your Company for FY 2024-25 as Annexure J

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 financial statements 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 financialyear 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 had also obtained Members approval at its 26th AGM held on 26th September 2024 for entering into Material Related Party Transactions up to an amount of Rs 450 Crore with Apollo Hospital Enterprises Limited, which is valid till the date of 27th AGM. Since the aggregate amount of contract(s)/transaction(s) to be entered into with Apollo Hospital Enterprises Limited during FY 25-26 may exceeds Rs 1,000 (Rupees one thousand crore) or 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements it is proposed to seek approval of Members up to an amount of Rs. 450 Crore and a proposal in this connection forms part of the Notice convening this AGM.

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 financialyear ended on as on March 31, 2025 will be available on the FormMGT-7forthe

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 One executive director, three non-executive directors and three independent directors. A. CHANGES IN BOARD OF DIRECTORS

Mr. Lodugureddygari Lakshminarayanareddy (DIN: 02739839), Ms. Madura Ganesh (DIN: 02456676) and Ms. Allareddy Nivruti, (DIN: 00576167) were appointed as the Independent Directors of the Company with effect from 13th August 2024 and their appointment have been regularized in the Annual General Meeting held on 26th September 2024.

Mr. Vishwajit Reddy Konda (DIN:07719569) was appointed as Non- Executive Director with effect from 13th August 2024 and his appointment has been regularized in the Annual General Meeting held on 26th September 2024.

Ms. Suneeta Reddy (DIN: 00001873), Director has been retired from the officeof the Director at the 26th Annual General Meeting held on 26th September 2024.

The term of Mr.Ganesan Venkatraman (DIN:00010063) Independent Director, Mr. Suresh Raj Madhok (DIN: 00220582) Independent Director, Mr. Puthen Veetil George Eapen (DIN:00658389), Independent Director have been completed from the board with effect from 26th September,2024 and ceased to hold office of the Independent Director

Mr. C. Natarajan (DIN: 06392905), Whole-time Director and Chief Executive office with effect from October 31, 2024, upon completion of his tenure

The composition of the Board is as below:

S. No Name of the Director	Designation	Executive/ Non- Executive/ Independent
1 Ms. Madura Ganesh*	Chairperson	Independent Director
2 Ms. Allareddy Nivruti*	Director	Independent Director
3 Mr.Lodugureddygari Lakshminarayanareddy*	Director	Independent Director
4 Ms. Sucharitha Reddy	Managing Director	Executive
5 Mr. Pottipati Vijayakumar Reddy	Director	Non- Executive
6 Ms. Sindoori Reddy	Director	Non- Executive
7 Mr. Vishwajit Reddy Konda*	Director	Non- Executive

* Appointed as director with effect from 13th August,2024

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

The Board of Directors met four (4) times during the financial year 2024-25 on 28th May 2024, 13th August, 2024, 14th November, 2024 and 07th February, 2025.

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 duringthefinancialyear 2024-2025 and the last Annual General Meeting (AGM) held on 26th September 2024 is as below:

Name of the Director	Attendance at Board Meeting		Attendance at AGM
	Held	Attended	Dated 26th September 2024
Ms. Sucharitha Reddy	4	3	No
Mr. C. Natarajan^	2	2	Yes
Mr. P Vijayakumar Reddy	4	1	No
Ms. Suneeta Reddy***	2	0	No
Ms. Sindoori Reddy	4	4	Yes
Mr. G. Venkatraman*	2	2	Yes
Mr. George Eapen*	2	2	Yes
Mr. Suresh Raj Madhok*	2	2	Yes

Name of the Director	Attendance at Board Meeting		Attendance at AGM
	Held	Attended	Dated 26th September 2024
Mr. Lodugureddygari	2	2	Yes
Lakshminarayanareddy**
Ms. Madura Ganesh**	2	2	Yes
Ms. Allareddy Nivruti**	2	2	Yes
Mr. Vishwajit Reddy Konda**	2	2	Yes

^ Vacated from position of Whole time director with effect from 31st October,2024 due to completion of tenure

* Ceased from the position of Independent director with effect from 26th September,2024 due to completion of tenure

** Appointed as an Independent director with effect from 13th August, 2024 *** Retirement by rotation

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 2024-25, following meetings of Committees were held:

(i) Audit Committee met four times on 28th May, 2025, 13th August, 2024, 14th November, 2024 and 07th February, 2025.

(ii) Nomination & Remuneration Committee met four times on 28th May 2025, 13th August, 2024, 14th November, 2024 and 07th February, 2025.

(iii) Stakeholders Relationship Committee met once on 07th February, 2025 (iv) Corporate Social Responsibility Committee met once on 07th February, 2025 (v) Separate meeting of Independent Directors was held on 07th February, 2025

Details of attendance of Directors at the Committee Meetings held during the financial year 2024-25 is as below:

Name of the	Attendance at		Attendance at
Directors	Committee Meeting		Independent
	Held	Attended	Directors Meeting
Ms. Sindoori Reddy	2	2	-
Mr. G. Venkatraman*	4	4	-
Mr. George Eapen*	4	4	-
Mr. Suresh Raj Madhok*	4	4	-
Mr. Lodugureddygari Lakshminarayana Reddy**	6	5	Yes
Ms. Madura Ganesh**	4	4	Yes
Ms. Allareddy Nivruti**	4	4	Yes
Mr. Vishwajit Reddy Konda**	2	-	-

* Ceased from the position of Independent director with effect from 26th September,2024 due to completion of tenure

** Appointed as director with effect from 13th August, 2024

19. Audit Committee:

Company has Audit Committee in compliance to the Section 177 of Companies Act, 2013 and Regulation 18 of 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 Regulation 19 of SEBI (LODR) Regulation, 2015. The Company strongly believes that human resources which manage the other resources have infinite potential and therefore, their development is the key to organizational 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 Regulation 20 of 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 as Annexure A.

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 efficiency systems, 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 savings of electricity consumption, a significant component of the energy cost, in 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 inflows and the Foreign outflows during the year is as under:

Particulars	March 31, 2025	March 31, 2024
	(Rs.)	(Rs.)
Outgo	-	-
Earned	-	-

24. Insurance:

All insurableinterestoftheCompanyincluding,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 until the conclusion of 29th 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. CNGSN & Associates, LLP, Chartered Accountants as Internal auditor for a period of 5 years from the financial year 2023-24.

(iii) Secretarial Auditors:

In terms of the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s BP & Associates, Company Secretaries (Firm Registration No P2015TN040200 and Peer Review Certificate Secretarial Auditors of the Company for the Financial Year 2024-25. The report of the Secretarial Auditors is enclosed as Annexure D to the Directors Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Secretarial Auditors have not reported any incident of fraud for the year under review.

Further, pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on 13th August 2025 had approved and recommended the appointment of M/s BP

& Associates, Company Secretaries (Firm Registration No P2015TN040200 and Peer Review Certificate

No. 7014/2025) as Secretarial Auditors of the Company for a term of 5 (Five) consecutive years from FY 2025-26 till FY 2029-30, subject to approval of the Members at this 27th AGM of the Company.

(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 organization. To maintain its objectivity and independence, the internalAuditfunctioniswelldefined

Internal Auditor reports to the Audit Committee of the Board.

The Internal Audit Departmentmonitors efficacyand adequacy of internal control systems evaluatesthe 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 and thereby strengthen the control. Significant audit 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 2025 and of the profit and loss of the Company for that period;

(c) They 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 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 financial 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 during the financial year 2024-25.

28. Directors Appointment / Re-appointment:

In terms of the provisions of Section 152 (6)(d) of the Companies Act, 2013 Ms. Sindoori Reddy, Director of the

Company retires by rotation at this Annual General Meeting. Ms. Sindoori Reddy being eligible offer herself for re-appointment.

The Board and Nomination and Remuneration Committee recommends her appointment as Non-Executive

Director.

29. Independent Directors:

Ms. Madura Ganesh, Mr. Lodugureddygari Lakshminarayanareddy and Ms. Allareddy Nivruti are Independent Directors (IDs) on Board of the Company and have been appointed for a period of five years from 13th August 2024.

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 independent directors as approved 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/2024/06/Details-of-familiarization-programme-imparted-to-independent-directors. pdf

30. Key Managerial Personnel:

The following persons were designated as the Key Managerial Personnel pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as on 31st March 2025:

1. Ms. Sucharitha Reddy, Managing Director

2. Mr. Munish Kumar, Group Chief Executive Officer

3. Mr. Meyyappan Subramanian, Chief Financial officer

4. Ms. Rupali Sharma, Company Secretary & Compliance officer (Till 15th May,2025)

A. Changes in key managerial personnel

Ms. D V Swathi has resigned as Company Secretary & Compliance officerw.e.f 07th February,2025 Ms. Rupali Sharma was appointed as Company Secretary & Compliance officer w.e.f 07th February, 2025 and resigned w.e.f 15th May,2025. Mr. Munish Kumar was appointed as Group Chief Executive Officer w.e.f 14th November,2024 Mr. C. Natarajan (DIN:06392905) Whole Time Director and Chief Executive Officer office w.e.f 31st October,2024 due to Ms. N A Madhavi was appointed as Company Secretary & Compliance officer w.e.f 15th May,2025 Ms. Sucharitha Reddy (DIN: 00003841), have been appointed as Managing Director of the Company for the period of 5 years from 21st August 2020 and her term will expire on 20th August 2025.

Pursuant to Section 196, 197, 198 & 203 of the Companies Act, 2013 and read with Schedule V of the Companies Act 2013 and the Companies (Appointment and Qualification of Directors) Rules 2014 and SEBI (LODR) Regulations, 2015, and on the recommendation of Nomination & Remuneration Committee the Board of Directors at the meeting held on 13th August 2025 have reappointed Ms. Sucharitha Reddy

(DIN: 00003841) as Managing Director of the Company for a period of 5 years from 21st August 2025 subject to the approval of the members in the ensuing annual general meeting. The Company is seeking approval of the shareholders for reappointment of Ms. Sucharitha Reddy (DIN: 00003841) as Managing Director of the

Company for a period of 5 years.

31. Particulars of Loans, Guarantees or Investments:

Company has made investments in Sindoori Management Solutions Private Limited (formerly known as Faber Sindoori Management Services Pvt. Ltd) and Olive Plus Twist Avenues Private Limited (formerly known as 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/2024/06/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 and other matters, as required under Section qualifications, 178 of the Companies, Act, 2013 is available at the website at weblink https://www.apollosindoori.com/wp-content/uploads/2024/06/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 specific duties, 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 07th February 2025 to review the performance evaluation of non independent directors, Board including the Chairman, while considering the views of the Executive and Non-Executive Directors. The independent directors were satisfied with 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/2024/06/Risk-Mgt-Policy-1.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 since the last assessment. It also provides control measures for risks and future action plans. Your Board is satisfied that there are adequate systems and 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 2024-25, 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 Accounts forming part of the financial statements 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.

42. Managerial Remuneration:

Your Directors place on record their appreciation for the significant contribution made by all employee(s)/ personnel(s) for the continued growth of the business.

The statement including the details of employees as required to be furnished in accordance with the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are set out in Annexure-E to this Boards Report. The details pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-E to this Boards Report.

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 Corporate Governance together with a certificate on corporate governance provisions and CEO/CFO Certificate forms 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 4526 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:

Your Company is an equal opportunity employer and is committed to ensuring that the work environment at all its locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited. Your Company has in place a comprehensive Policy in accordance with the provisions of POSH Act and Rules made thereunder.

All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Policy has been widely communicated internally and is placed on the Companys intranet portal. The Company has zero tolerance towards sexual harassment. The POSH Policy is available on the website of the Company and can be accessed at the web-link: https:// www.apollosindoori.com/wp-content/uploads/2022/03/policy-on-sexual-harassment.pdf

Your Company has complied with the provisions relating to the constitution of the Internal Complaints

Committee ("ICC") under the POSH Act to redress complaints received regarding sexual harassment. To ensure that all the employees are sensitized regarding issues of sexual harassment, the Company creates awareness by imparting necessary trainings.

The following is a summary of Sexual Harassment complaint(s) received and disposed of during the FY 2024-2025, pursuant to the POSH Act and Rules framed thereunder: a) Number of complaint(s) of Sexual Harassment received during FY 2024-2025 - NIL b) Number of complaint(s) disposed of during FY 2024-2025 - NIL c) Number of cases pending for more than 90 days (which is stipulated timeline for completion of an inquiry into a compliant of sexual harassment under POSH Act) - Nil d) Number of cases pending as on 31st March 2025 - Nil

48. Disclosure of Maternity Benefit Compliance

Your Company is in compliance of Maternity Benefit Act, 1961 for the year under review

49. 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 financial institutions along with the

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	Sucharitha Reddy	Madura Ganesh
Date: 13th August, 2025	Managing Director	Chairperson