Apex Frozen Foods Ltd. के निदेशक की रिपोर्ट

Your Director''s have pleasure in presenting the 14^th Annual Report together with the Audited Financial Statements for the
Financial Year ended 31^st March, 2026.

FINANCIAL RESULTS:

The performance of the Company for the financial year ended 31^st March, 2026, is summarized below:

OVERVIEW OF FINANCIAL
PERFORMANCE

During the year under review, your company has reported
total income including net revenue and other income at
C94,844.96 Lakhs as against C81,810.46 Lakhs in the
previous year.

At the EBITDA level, the company reported a profit
of C 7,286.98 Lakhs for the current year as compared with
C2,973.03 Lakhs in the previous year. Company ended up
with net profit of C 3,884.76 lakhs as compared to Profit
of C 387.65 Lakhs in the previous year.

The improved financial performance reflects the
Company''s continued focus on operational efficiency and
business growth during the year under review.

DIVIDEND

The Company continues to consistently reward its
shareholders with steady dividend payout. The Board has
recommended a dividend of C2.50/- per Equity Share
of C 10.00/- each (25% of face value) for FY 2025-26.
Dividend payout is subject to the approval of members at
the ensuing 14^th Annual General Meeting (''AGM'').

In view of the changes made under the Income Tax
Act, 1961, by the Finance Act, 2020, dividend paid or
distributed by the Company shall be taxable in the hands

of the shareholders. Your Company will make the payment
of dividend after deduction of tax at source.

Pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Board has approved and adopted the Dividend Distribution
Policy and the same is available on the Company''s
website https://apexfrozenfoods.in/wp-content/

uploads/2021/12/dividend-distribution-policy.pdf.

TRANSFER OF UNCLAIMED DIVIDEND
TO INVESTOR EDUCATION AND
PROTECTION FUND

In accordance with the provisions of Sections 124 and
125 of the Act and Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016
("IEPF Rules"), dividends of a company which remain
unpaid or unclaimed for a period of seven years from the
date of transfer to the Unpaid Dividend Account shall be
transferred by the company to the Investor Education and
Protection Fund ("IEPF").

Pursuant to section 124(6) of Companies Act, 2013 and
the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016,
as amended (the ''IEPF Rules''), all shares in respect of
which dividend has not been paid or claimed for seven
consecutive years or more shall be transferred by the

Company to the IEPF, within 30 days of such shares
becoming due for transfer.

During the review period, the Company has transferred
551 (Five Hundred and fifty One Only) shares and dividend
amounting to C 70,030/- (Rupees Seventy Thousand
and Thirty Rupees only) to the Investor Education and
Protection Fund

Unpaid/unclaimed dividend for the financial year 2018-19
shall be due for transfer to the Fund in November 2026.
Members are requested to verify their records and send
their claim, if any, for the 2018-19 before such amount
become due for transfer. Communications have been sent
to the members, who have not yet claimed final dividend
for FY 2018-19, requesting them to claim the same as well
as unpaid dividend, if any, for subsequent years.

Given below are the dates when the unclaimed dividend
amount is due for transfer to the IEPF by the Company:

Members who wish to claim their dividend declared in
past and which remains unclaimed, are requested to
contact, Bigshare Services Pvt. Ltd, 306, Right Wing, 3^rd
Floor, Amrutha Ville, Opp. Yashoda Hospital, Somajiguda,
Rajbhavan Road, Hyderabad - 500082, Telangana or write
to the Company at its Registered office.

MATERIAL CHANGES AND
COMMITMENTS

There were no material changes and commitments
affecting the financial position of the Company that have
occurred between the end of the Financial Year 2025-26
and the date of the report.

TRANSFER TO RESERVES

During the year under review, the Company has not
transferred any amount to the General Reserve.

PUBLIC DEPOSITS

During the financial year, the Company has neither invited
nor accepted/ renewed any deposits from the public within
the meaning of Section 73 and 74 of the Companies Act,

2013 (the ''Act'') read with the Companies (Acceptance of
Deposits) Rules, 2014.

SHARE CAPITAL

The Authorised Share Capital of the Company as on
date of Balance Sheet is? 36,00,00,000/- divided into
3,60,00,000 equity shares of ? 10/- each.

The paid-up share capital of the company as on date
of balance sheet is ? 31,25,00,000/- divided into
3,12,50,000 equity shares of ? 10/- each.

(a) Change in the capital structure of the
Company

There was no change in the capital structure of
the company

(b) Status of Shares

As the members are aware, the Company''s shares
are compulsorily tradable in electronic form. As on
March 31, 2026, 100% of the Company''s total paid
up capital representing 3,12,50,000 shares are in
dematerialized form.

(c) Other shares

Your Company has not issued any equity shares with
differential rights, Sweat equity shares, Employee
stock options and did not purchase its own shares.
Hence there is no information to be provided as
required under Rule 4(4), Rule 8(13), Rule 12(9)
and Rule 16(4) of the Companies (Share Capital
and Debentures) Rules, 2014 and Section 62 of the
companies Act 2013 respectively.

DETAILS OF APPOINTMENT/
RESIGNATION OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL (KMP):

During the year under review, the Members of the Company
approved the following re-appointments of Directors:

• Mr. B. Raghavulu Naidu (DIN: 09158333) was
re-appointed as an Independent Director of the
Company for a second term of five consecutive
years commencing from June 04, 2026 up to June
03, 2031 at the Annual General Meeting held on
September 29, 2025.

• Mr. Govindareddy Krishnamoorthy (DIN: 09208749)
was re-appointed as an Independent Director of
the Company for a second term of five consecutive
years commencing from June 22, 2026 up to June
21, 2031 at the Annual General Meeting held on
September 29, 2025.

• Mr. Karuturi Satyanarayana Murthy (DIN: 05107525)
was re-appointed as an Executive Director,
designated as "Executive Chairman", for a period of
five years with effect from December 01, 2025, liable
to retire by rotation, at the Annual General Meeting
held on September 29, 2025.

• Mr. Karuturi Subrahmanya Chowdary (DIN:
03619259) was re-appointed as the Managing
Director of the Company for a period of five years
with effect from December 01, 2025, liable to retire
by rotation.

• Mrs. Neelima Devi Karuturi (DIN: 06765515) was re¬
appointed as a Whole-time Director of the Company
for a period of five years with effect from February
01, 2026, liable to retire by rotation.

KEY MANAGERIAL PERSONNEL

The following persons functioned as Key Managerial

Personnel during the year:

BOARD MEETINGS:

During the financial year, Your Board of Directors have met
7 (Seven) times. The details of meeting & attendance are
given hereunder. The maximum interval between any two
meetings did not exceed 120 days, as prescribed in the
Companies Act, 2013.

COMMITTEES OF THE BOARD

Audit Committee

The Audit Committee was constituted pursuant to the
Board meeting held on 27.01.2017 and reconstituted
w.e.f. 01.01.2022. The scope and function of the Audit

Committee is in accordance with Section 177 of the
Companies Act, 2013.

The members of the Audit Committee as on 31.03.2026
are as follows:

None of the recommendations made by the Audit
Committee were rejected by the Board. During the year
under review, the Audit Committee met 5 times.

The details of the Committees of the Board viz., Audit
Committee, Nomination and Remuneration Committee,
CSR Committee and Stakeholders Relationship Committee
are provided in the Report on Corporate Governance,
which forms part of the Annual Report.

MEETING OF INDEPENDENT DIRECTORS

The details of the separate meeting of the Independent
Directors are reported in the Report on Corporate
Governance, which forms part of the Board''s Report.

STATEMENT ON DECLARATION GIVEN
BY INDEPENDENT DIRECTORS UNDER
SUB-SECTION (6) OF SECTION 149

The Company has received declarations from all the
Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed
under the Act and the Listing Regulations; and

b) they have registered their names in the Independent
Directors'' Databank.

In the opinion of the Board, the independent directors fulfil
the conditions specified in the Act as well as the Rules
made thereunder and have complied with the code for
independent directors prescribed in Schedule IV to the Act.

FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS

All new Independent Directors (IDs) inducted into the
Board are presented with an overview of the Company''s
business operations, products, organization structures and
about the Board constitution and its procedures. A policy
on familiarization program for IDs has also been adopted
by the Company. Policy for familiarisation of Independent
Directors is available athttps://apexfrozenfoods.in/
investors/policies-code-of-conduct/

ANNUAL EVALUATION OF BOARD
PERFORMANCE AND PERFORMANCE OF
ITS COMMITTEES AND OF DIRECTORS

The annual evaluation process of the Board of Directors,
individual Directors and Committees was conducted in
accordance with the provisions of the Companies Act,
2013 and the Listing Regulations. The manner in which
the evaluation was carried out is given in the Report
on Corporate Governance which forms part of the
Board''s Report.

POLICY ON DIRECTOR''S AND
KEY MANAGERIAL PERSONNEL
APPOINTMENT & REMUNERATION:

In terms of the provisions of Section 178(3) of the Act and
Regulation 19 read with Part D of Schedule II to the Listing
Regulations, the NRC is responsible for determining
qualification, positive attributes and independence of a
Director. The NRC is also responsible for recommending
to the Board, a policy relating to the remuneration of
the Directors, KMP and other employees. In line with
this requirement, your company adopted the policy on
Director''s Appointment & Remuneration. The objective
of the policy is to ensure that Executive Directors and
other employees are sufficiently compensated for
their performance. The Policy seeks to provide criteria
for determining qualifications, positive attributes, and
independence of a director and also recommend a policy
relating to the remuneration for the directors and key
managerial personnel. Policy is available atPolicies &
Code of conduct - Apex (apexfrozenfoods.in)

VIGIL MECHANISM / WHISTLE BLOWER
POLICY

Pursuant to Section 177(9) of the Companies Act, 2013, the
Company has established a Vigil Mechanism for Directors
and employees to report genuine concerns relating to
unethical behaviour, actual or suspected fraud, or violation
of the Company''s Code of Conduct and Ethics Policy.
The mechanism provides adequate safeguards against
victimization and enables direct access to the Chairman
of the Audit Committee for redressal of concerns. During
the year under review, no person was denied access to the
Chairman of the Audit Committee.

The Company has a Vigil Mechanism and Whistle-blower
policy under which the employees are encouraged to
report violations of applicable laws and regulations and
the Code of Conduct - without fear of any retaliation.
The details of the Policy are explained in the Corporate
Governance Report and also posted on the website of the

Company and is available atPolicies & Code of conduct -
Apex (apexfrozenfoods.in)

RISK MANAGEMENT POLICY

Risk Management forms an integral part of the Company''s
business operations and governance framework. The
Company has adopted a comprehensive approach
towards risk management, which includes identification,
assessment, monitoring and mitigation of various
business risks. The risk management framework is
periodically reviewed by the Board of Directors and the
Audit Committee. The Audit Committee also oversees
financial risks and internal controls. The key risks identified
across business functions are continuously monitored and
addressed through appropriate mitigation measures.

In terms of the requirement of Section 134(3)(n) of the
Companies Act, 2013, the Company has developed and
implemented the Risk Management Policy. The details of
the Policy is available on the Company''s websitePolicies &
Code of conduct - Apex (apexfrozenfoods.in)

RISK MANAGEMENT COMMITTEE

The provisions relating to constitution of a Risk Management
Committee are not applicable to the Company. However,
the Board of Directors oversees the various risks associated
with the business operations of the Company and ensures
that appropriate risk management practices are in place.

RELATED PARTY TRANSACTIONS

There are no transactions with related parties except
remuneration to Key Managerial Persons as mentioned in
notes to accounts, which fall under the scope of section
188(1) of the Companies Act, 2013.

The policy on Related Party Transactions as approved by
the Board is uploaded on the website of the Company at
Policies & Code of conduct - Apex (apexfrozenfoods.in)

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

During the year under review there were no loans,
guarantees or investments made by the Company, under
Section 186 of the Companies Act, 2013 and hence the
said provisions are not applicable.

CREDIT RATING

The details of credit ratings obtained by the Company
and any revision thereto are disclosed in the Corporate
Governance Report, which forms part of the Annual Report

DIRECTORS'' RESPONSIBILITY
STATEMENT

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of its knowledge and ability,
confirms that:

i. in the preparation of the annual accounts, the
applicable accounting standards have been followed
and there are no material departures;

ii. 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 the financial year and of the
profit of the Company for that period;

iii. they have taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going
concern basis;

v. they have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively;

vi. they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

INFORMATION ABOUT SUBSIDIARY
/ JOINT VENTURES / ASSOCIATE
COMPANIES

Your Company don''t have any subsidiary or Joint Ventures
or Associate Company. It is not a subsidiary or Joint
Venture or Associate to any other Company.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section
134(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 as amended
from time to time, the Annual Return of the Company for
FY2026 which will be filed with Registrar of Companies/
MCA, will be uploaded on the Company''s website and can
be accessed at is available on the Company''s website and
can be accessed athttps://apexfrozenfoods.in/investors/
annual-reports/

ANNUAL SECRETARIAL COMPLIANCE
REPORT

A Secretarial Compliance Report for the financial year
ended 31^st March, 2026 on compliance of all applicable
SEBI Regulations and circulars / guidelines, has submitted
to the stock exchanges within 60 days of the end of the
financial year. M/s. A.S. Ramkumar & Associates, Company
Secretaries were engaged to issue the same.

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial
Standards, with respect to Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) issued by
the Institute of Company Secretaries of India.

CORPORATE GOVERNANCE REPORT:

Your company''s philosophy on Corporate Governance sets
the goal of achieving the highest level of transparency with
integrity in all its dealings with its stakeholders including
shareholders, employees, lenders and others. A report
on Corporate Governance along with a Certificate from
M/S A.S. Ramkumar & Associates, Company Secretaries
regarding the Compliance of Conditions of Corporate
Governance as stipulated under SEBI (LODR) Regulations
forms part of the Annual Report as Annexure -I

AUDITORS & AUDIT REPORTS

a) STATUTORY AUDITORS

M/s Padmanabhan Ramani & Ramanujan, Chartered
Accountants, Chennai, (Firm Reg. No. 002510S)
were appointed as Statutory Auditors of the Company
at Annual General meeting held on 23.07.2022 to hold
the office for a period of 5 years, until the conclusion
of 15^th Annual General Meeting of the Company. The
Statutory Auditors were present in the last AGM.

The Statutory Auditor''s report does not contain
any qualifications, reservations, adverse remarks
or disclaimers.

b) INTERNAL AUDITORS

The Board of Directors at their meeting held on
14.08.2023 have appointed M/s. Praturi & Sriram,
Chartered Accountants, Hyderabad, as the Internal
Auditors of your company. The Internal Auditors had
submitted their reports to the management.

c) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with applicable Rules
framed thereunder and Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Members of the Company
at the Annual General Meeting held on 29.09.2025
approved the appointment of M/s. A.S Ram Kumar
and Associates, Company Secretaries in Practice, as
the Secretarial Auditors of the Company for a term of
five consecutive years commencing from FY 2025¬
26.

The Secretarial Audit Report issued by the Secretarial
Auditor in Form MR-3 for the financial year ended
March 31, 2026 forms part of this Annual Report as
Annexure II.

The said report does not contain any qualification,
reservation, adverse remark or disclaimer except the
following observation:

a) There was a delay of six days in transferring
an amount aggregating to C 0.70 Lakhs to the
Investor Education and Protection Fund (IEPF)
during the financial year ended March 31, 2026.

Further, pursuant to Section 124(6) of the
Companies Act, 2013 read with the Investor
Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016, the Company was required to transfer
1,651 equity shares relating to the unpaid and
unclaimed dividend for the financial year 2017¬
18 to the IEPF Authority by November 29,
2025. However, only 551 equity shares were
transferred on December 26, 2025, resulting
in a delay of 28 days, while the transfer of
the remaining 1,100 equity shares remained
pending as on March 31, 2026.

Management Response:

The delay of six days in transferring the unpaid
and unclaimed dividend amounting to ?0.70
Lakhs to the Investor Education and Protection
Fund (IEPF) was due to the unpaid dividend
bank account becoming inoperative at the
relevant time. The amount was transferred
immediately upon reactivation of the account.
The delay was procedural in nature and not
intentional. The Company has strengthened its
internal processes to ensure timely compliance
going forward

With respect to the transfer of 1,651 equity shares
to the IEPF Authority, Company had initiated
the corporate action within the prescribed
timeline. However, the corporate action in
respect of 1,100 equity shares was rejected
by the depository with the remark "Position not
available", which was beyond the Company''s
control. Consequently, only 551 equity shares

could be transferred on December 26, 2025,
resulting in a delay of 28 days, while the transfer
of the remaining 1,100 equity shares remained
pending as on March 31, 2026. The Company is
actively coordinating with its Registrar and Share
Transfer Agent (RTA) and the depository to
resolve the issue and shall complete the transfer
of the pending shares to the IEPF Authority upon
resolution of the underlying issue, in compliance
with the applicable provisions of the Companies
Act, 2013 and the IEPF Rules.

REPORTING OF FRAUDS BY AUDITORS

The Statutory Auditors of the Company have not reported
any fraud to the Audit Committee of Directors as specified
under section 143(12) of the Act, during the year
under review.

DISCLOSURE UNDER SEXUAL
HARASSMENT OF WOMEN AT
WORKPLACE

Your Company has zero tolerance for sexual harassment
at workplace and has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at
Workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (''PoSH Act'') and
Rules framed thereunder.

The Company has in place the requisite Internal Complaints
Committee as envisaged under the Sexual Harassment
of Women at workplace (Prevention, Prohibition and
Redressal) Act, 2013.

During the financial year, neither any complaint was
reported, nor any complaint was pending for disposal.

Compliance with the Maternity Benefit Act, 1961

The Company confirms that it has complied with the
provisions of the Maternity Benefit Act, 1961 and the rules
made thereunder, as applicable, during the financial year
under review.

CORPORATE SOCIAL RESPONSIBILITY
(CSR):

The Annual Report on CSR activities in terms of
the requirements of Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed as Annexure
-III which forms part of this Report.

The CSR Policy is hosted on the Company''s website at
https://apexfrozenfoods.in/investors/policies-code-of-
conduct/

BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORT

Pursuant to the Regulation 34 of the SEBI Listing
Regulations, the provisions relating to Business
Responsibility & Sustainability Report are not applicable to
the Company for the financial year under review.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

Conservation of energy:

I. The steps taken or impact on conservation of energy:

a. The Company continues to undertake various
initiatives towards improving energy efficiency
and reducing energy consumption across
its operations. As part of these initiatives,
Voltage Frequency Drives (VFDs) have been
installed in machinery to optimise power
consumption and improve the overall efficiency
of plant operations. The Company continues
to evaluate and implement suitable energy-
efficient technologies and practices across its
processing facilities.

II. The steps taken by the company for utilizing alternate
sources of energy: The Company has strengthened
its renewable energy initiatives by installing 2.38
MW of solar power generation capacity across its
processing facilities. The solar power generated
is utilised for captive consumption, reducing
dependence on conventional sources of electricity,
supporting lower carbon emissions and improving
the overall energy efficiency and cost-effectiveness
of the Company''s operations.

III. The capital investment on energy conservation
equipment''s; NIL

Technology absorption: NOT APPLICABLE
Foreign exchange earnings and outgo:

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and
the Rules made thereunder, in respect of employees of the
Company has been disclosed in ''Annexure IV''.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

The Management Discussion and Analysis as required
by the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 is incorporated herein by reference and forms an
integral part of this report as Annexure -V

INTERNAL CONTROL SYSTEMS & THEIR
ADEQUACY

Your Company''s internal control systems are
commensurate with the nature of its business, the size and
complexity of its operations and such IFCs with reference
to the Financial Statements are adequate.

The Board has adopted policies and procedures for ensuring
the orderly and efficient conduct of its business, including
adherence to the Company''s policies, safeguarding of
its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records,
and timely preparation of reliable financial disclosures.

MAINTENANCE OF COST RECORDS

The maintenance of Cost Records has not been specified
by the Central Government under sub-section (1) of
Section 148 of the Act, in respect of the business activities
carried on by the Company.

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR
COURTS:

There were no material orders passed by the Regulators or
courts or tribunals impacting the going concern status and
company''s operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
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 IBC, 2016

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF

During the year under review, there were no one time settlement of loan taken from banks and financial institutions.

HUMAN RESOURCES

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company
takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work
environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the
driving force behind the Company''s vision. Your Company appreciates the spirit of its dedicated employees.

APPRECIATION

The Board wishes to gratefully acknowledge the understanding and support received by the Company from its
employees. It wishes also to thank the banking system, the Central Government, the various State Governments and the
local authorities for the unstinted support received during the year.

This Report will be incomplete without a specific appreciation for the Members of the Company who have shown
immense confidence and understanding in the Company''s well-being.

On Behalf of the Board
For Apex Frozen Foods Limited

Place: Panasapadu, Kakinada Sd/- Sd/-

Date: 13.08.2026 K. Subrahmanya Chowdary K. Satyanarayana Murthy

Managing Director & CFO Chairman & Executive Director

DIN 03619259 DIN 05107525

Your Director''s have pleasure in presenting the 12th Annual Report together with the Audited Financial Statements for the Financial Year ended 31st March, 2024.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2024, is summarized below:

OVERVIEW OF FINANCIAL PERFORMANCE

During the year under review, your company has reported total income including net revenue and other income at Rs. 80,729.16 Lakhs as against Rs. 1,07,202.25 Lakhs in the previous year.

At the EBITDA level, the company reported a profit of Rs. 4443.33 Lakhs for the current year as compared with Rs. 8,476.58 Lakhs in the previous year. Profit after tax for the current year stood at Rs. 1459.93 Lakhs as compared with Rs. 3,587.41 Lakhs in the previous year.

DIVIDEND

The Board has recommended a dividend of Rs. 2.00/- per Equity Share of Rs. 10.00/- each (20% of face value) for the year ended March 31, 2024. This payment is subject to your approval at the ensuing 12th Annual General Meeting of the Company.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved and adopted the Dividend Distribution Policy and the same is available on the Company''s website viz. https:// apexfrozenfoods.in/wp-content/uploads/2021/12/dividend-distribution-policy.pdf.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividends of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the company to the Investor Education and Protection Fund (“IEPF”).

In terms of the foregoing provisions of the Act, there are no amounts due to be credited to Investor Education and Protection Fund in accordance with Section 125 of the Companies Act, 2013, as at the year end.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year 2023-24 of the Company and the date of the report.

TRANSFER TO RESERVES

During the year under review, no amount has transferred to General Reserve.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

SHARE CAPITAL

The Authorised Share Capital of the Company as on date of Balance Sheet is Rs.36,00,00,000/- divided into 3,60,00,000 equity shares of 10/- each.

The paid up share capital of the company as on date of balance sheet is Rs.31,25,00,000/- divided into 3,12,50,000 equity shares of 10/- each.

(a) Change in the capital structure of the Company

There was no change in the capital structure of the company

(b) Status of Shares

As the members are aware, the Company''s shares are compulsorily tradable in electronic form. As on March 31, 2024 100% of the Company''s total paid up capital representing 3,12,50,000 shares are in dematerialized form.

(c) Other shares

Your Company has not issued any equity shares with differential rights, Sweat equity shares, Employee stock options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 62 of the companies Act 2013 respectively.

DETAILS OF APPOINTMENT/ RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year under review,

• In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. K. Subrahmanya Chowdary, Managing Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

• Ms. Sarojini S, Company Secretary and Compliance Officer of the Company tendered her resignation from the office w.e.f. 14.08.2023.

• Ms. Swathi Reddy Billuri (ACS 71622) was appointed as Company Secretary & Compliance Officer of the company w.e.f. 14.08.2023.

KEY MANAGERIAL PERSONNEL

The following persons functioned as Key Managerial Personnel during the year:

Mr. K. Satyanarayana Murthy - Chairman Executive Director Mr. K. Subrahmanya Choudary - Managing Director & CFO Mrs. K. Neelima Devi - Whole time Director

Ms. Swathi Reddy B - Company Secretary & Compliance officer

BOARD MEETINGS:

During the financial year, the Board met 5 (Five) times on 30.05.2023, 14.08.2023, 21.10.2023, 11.11.2023 and 10.02.2024. The meeting details are provided in the corporate governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

COMMITTEES OF THE BOARD

Audit Committee

The Audit Committee was constituted pursuant to the Board meeting held on 27.01.2017 and reconstituted w.e.f. 01.01.2022. The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013.

The members of the Audit Committee as on 31.03.2024 are as follows:

Mr. Govindareddy Krishnamoorthy- Chairman Mr. B. Raghavulu Naidu - Member Mrs. Deepthi Talluri- Member Mr. Subrahmanya Chowdary- Member

None of the recommendations made by the Audit Committee were rejected by the Board. During the year under review, the Audit Committee met 5 times.

The details of the Committees of the Board viz., Audit Committee, Nomination and Remuneration Committee, CSR Committee, Stakeholders Relationship Committee and Risk Management Committee are reported in the Report on Corporate Governance, which forms part of the Board''s Report.

MEETING OF INDEPENDENT DIRECTORS

The details of the separate meeting of the Independent Directors are reported in the Report on Corporate Governance, which forms part of the Board''s Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act and the Listing Regulations; and

b) they have registered their names in the Independent Directors'' Databank.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All new Independent Directors (IDs) inducted into the Board are presented with an overview of the Company''s business operations, products, organization structures and about the Board constitution and its procedures. A policy on familiarization program for IDs has also been adopted by the Company. Policy for familiarisation of Independent Directors is available at https://apexfrozenfoods.in/investors/policies-code-of-conduct/

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. The manner in which the evaluation was carried out is given in the Report on Corporate Governance which forms part of the Board''s Report.

POLICY ON DIRECTOR''S AND KEY MANAGERIAL PERSONNEL APPOINTMENT & REMUNERATION:

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for determining qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to the remuneration of the Directors, KMP and other employees. In line with this requirement, your company adopted the policy on Director''s Appointment & Remuneration.

The objective of the policy is to ensure that Executive Directors and other employees are sufficiently compensated for their performance. The Policy seeks to provide criteria for determining qualifications, positive attributes, and independence of a director and also recommend a policy relating to the remuneration for the directors and key managerial personnel. Policy is available at https://apexfrozenfoods.in/investors/policies-code-of-conduct/

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company for redressal. No person has been denied access to the Chairman of the Audit Committee of Directors

The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are encouraged to report violations of applicable laws and regulations and the Code of Conduct - without fear of any retaliation. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company and is available at https://apexfrozenfoods.in/investors/policies-code-of-conduct/

RISK MANAGEMENT POLICY

Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company''s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating risks and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. The Audit Committee of Directors has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

In terms of the requirement of Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy. The details of the Policy is available on the Company''s website Policies & Code of conduct -Apex (apexfrozenfoods.in)

RISK MANAGEMENT COMMITTEE

The Board has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. Details of composition, scope of terms of reference of committee and other related details are set out in the Report on Corporate Governance which forms part of this Report.

RELATED PARTY TRANSACTIONS

There are no transactions with related parties except remuneration to Key Managerial Persons as mentioned in notes to accounts, which fall under the scope of section 188(1) of the Companies Act, 2013.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company at https:// apexfrozenfoods.in/investors/policies-code-of-conduct/

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

During the year under review there were no loans, guarantees or investments made by the Company, under Section 186 of the Companies Act, 2013 and hence the said provisions are not applicable.

CREDIT RATING

The details of credit ratings obtained by the Company and any revision thereto are disclosed in the Corporate Governance Report, which forms part of the Annual Report

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. 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 the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INFORMATION ABOUT SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

Your Company don''t have any subsidiary or Joint Ventures or Associate Company. It is not a subsidiary or Joint Venture or Associate to any other Company.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2024 is available on the Company''s website and can be accessed at https://apexfrozenfoods.in/investors/annual-reports/

ANNUAL SECRETARIAL COMPLIANCE REPORT

A Secretarial Compliance Report for the financial year ended 31st March, 2024 on compliance of all applicable SEBI Regulations and circulars / guidelines, has submitted to the stock exchanges within 60 days of the end of the financial year. M/s. A.S. Ramkumar & Associates, Company Secretaries were engaged to issue the same.

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India except in case of dispatch of notice of the AGM for FY 2022-23.

CORPORATE GOVERNANCE REPORT:

Your company''s philosophy on Corporate Governance sets the goal of achieving the highest level of transparency with integrity in all its dealings with its stakeholders including shareholders, employees, lenders and others. A report on Corporate Governance along with a Certificate from M/S A.S. Ramkumar & Associates, Company Secretaries regarding the Compliance of Conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations forms part of the Annual Report as Annexure -I

AUDITORSa) STATUTORY AUDITORS

M/s Padmanabhan Ramani &Ramanujan, Chartered Accountants, Chennai, (Firm Reg.No. 002510S) were appointed as Statutory Auditors of the Company at Annual General meeting held on 23.07.2022 to hold the office for a period of 5 years, until the conclusion of 15th Annual General Meeting of the Company.

b) INTERNAL AUDITORS

The Board of Directors at their meeting held on 14.08.2023 have appointed M/s. Praturi Sriram & Co, Chartered Accountants, Hyderabad, as the Internal Auditors of your company. The Internal Auditors had submitted their reports to the management.

c) SECRETARIAL AUDITORS

The Board has appointed M/s. A.S Ramkumar and Associates, Company Secretaries in Practice, to carry the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2023-24. The Report of the Secretarial Auditor is annexed to this report as Annexure - II

Extract of Observations

1. Company has dispatched the notice of the AGM along with Annual report for the FY 2022-23 on September 09th, 2023, which is one day later than the stipulated time.

2. Company has submitted the CG report for 04th Quarter ended 31.03.2024 on 02nd May, 2024, resulting in a delay of 10 days.

3. It was observed that that the company''s Directors and Officers (D&O) insurance policy had expired earlier in the year. However, the policy was subsequently renewed as of the date of this audit.

4. The Company has paid the remuneration to its Executive Chairman, Managing Director, Director (admin), in excess of the limits specified in Section 197 of the companies Act, 2017 for FY 2023-24 as the company have inadequate profits in terms of Section 198 of the Act.

5. Delay in filling of forms DPT-3 and IEPF-2

Explanation given by the Company

1. Delay in sending the annual report was due to unforeseen issue encountered by our external Agencies.

2. Due to certain technical and administrative reasons, there was delay in submission of the CG report for the last quarter ended 31.03.2024

3. Due to administrative reasons, company has not renewed D&O insurance policy upon its initial expiry which has been subsequently renewed and we are committed to ensuring that all future renewals are processed timely.

4. At the time of re-appointment of executive Directors, the Company had adequate profits and the remuneration paid / payable to the Executive Directors was well within the limits prescribed under the Companies Act, 2013. However, during the FY 2023-24, Company faced a significant reduction in profits due to decreased sales. As a result, the remuneration paid to the Executive Directors of the Company for the FY 2023-24 exceeded the limits calculated under Section 197 of the Companies Act, 2013 (the Act) read with Schedule V thereto. The management of the Company believes that the remuneration as previously approved by the members of the Company and paid to the Executive Directors is justified in terms of their key role within the Company. Pursuant to Section 197(10) of the Act, the members of the Company can waive the recovery of excess remuneration by passing a special resolution.

Further, Nomination & Remuneration Committee and the Board have accorded their approvals for waiver of the recovery of excess managerial remuneration paid by the Company to the Executive Directors of the Company Subject to the approval of the members of the Company. Accordingly, Company is in the process of complying with the prescribed statutory requirements to regularize such excess payments, including seeking approval of shareholders at the ensuing Annual General Meeting, as necessary.

5. Delay in filing of ROC forms (DPT-3, IEPF-2) was due to administrative and technical issue.

AUDITORS REPORT

The Statutory Auditor''s report does not contain any qualifications, reservations, adverse remarks or disclaimers. The observations made in the Auditors'' Report are self-explanatory and therefore, don''t call for any further comments u/s 134 of the Companies Act, 2013 except the following:

a. It was mentioned in the report that the Company has been regular in depositing with the appropriate authorities the undisputed statutory dues of provident fund, customs duty and any other statutory dues applicable to it except in case of Goods and Services Tax, Employees'' state insurance and income- tax where the delays in deposit have not been serious.

Management Response: We would like to provide that the delays in GST deposits, ESI payments and Income tax were due to technical issues encountered in the filing process.

b. the Company has used an accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility with effect from 12th December 2023 and the same has operated during the period between 12th December 2023 to 31st March 2024 for all relevant transactions recorded in the software and except for records of Property plant and equipment, Payroll and Inventories which were not maintained in any software.

Management Response: The accounting software used by the company has an audit trail (edit log) feature, which was available but not enabled initially. However, this feature was enabled effective from 12th December 2023 and has since been operational for all relevant transactions recorded in the software between 12th December 2023 and 31st March 2024. It is important to note that while the audit trail feature was enabled from 12th December 2023, it has effectively covered all transactions entered during the fiscal year.

Additionally, the company maintains manual records for Property, Plant, and Equipment, Payroll, and Inventories, as these were not managed within the accounting software. However, the company is in the process of installing software to manage these records electronically in the future.

c. Remuneration paid to the Executive Chairman, Managing Director, and Whole-time Director exceeded the limits prescribed under the Companies Act, 2013, and Schedule V thereto, as the company did not have adequate profits. The excess amounts are Rs. 63.58 lakhs, Rs. 51.18 lakhs, and Rs. 30.08 lakhs, respectively. The company is in the process of regularizing these excess payments.

Management Response: At the time of re-appointment of executive Directors, the Company had adequate profits and the remuneration paid /payable to the Executive Directors was well within the limits prescribed under the Companies Act, 2013. However, during the FY 2023-24, Company faced a significant reduction in profits due to decreased sales. As a result, the remuneration paid to the Executive Directors of the Company for the FY 2023-24 exceeded the limits calculated under Section 197 of the Companies Act, 2013 (the Act) read with Schedule V thereto. The management of the Company believes that the remuneration as previously approved by the members of the Company and paid to the Executive Directors is justified in terms of their key role within the Company. Pursuant to Section 197(10) of the Act, the members of the Company can waive the recovery of excess remuneration by passing a special resolution

Further, Nomination & Remuneration Committee and the Board have accorded their approvals for waiver of the recovery of excess managerial remuneration paid by the Company to the Executive Directors of the Company Subject to the approval of the members of the Company. Accordingly, Company is in the process of complying with the prescribed statutory requirements to regularize such excess payments, including seeking approval of shareholders at the ensuing Annual General Meeting, as necessary.

The Statutory Auditors were present in the last AGM.

REPORTING OF FRAUDS BY AUDITORS

The Statutory Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under section 143(12) of the Act, during the year under review.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place the requisite Internal Committees as envisaged under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaints on the issues covered by the above Act were received during the year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure -III which forms part of this Report.

The Company has a Corporate Social Responsibility Policy and the same has been posted on the website of the Company at https://apexfrozenfoods.in/investors/policies-code-of-conduct/

Pursuant to the Regulation 34 of the SEBI Listing Regulations, Business Responsibility & Sustainability Report for the year

ended 31st March, 2024 is provided separately and annexed to the Directors'' Report as “Annexure-IV”.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:Conservation of energy:

I. The steps taken or impact on conservation of energy:

a. Power saving initiatives taken by installation of Voltage frequency drives in machinery.

II. The steps taken by the company for utilizing alternate sources of energy: Company has installed Rooftop Solar Power Generation facility (1 Megawatt) at G.Ragampet processing plant to support its operations with captive power. This facility generates 1.14 million units of electricity. Furthermore, the company is in the process of installing an additional 1.5 Megawatts of solar power generation capacity across all three facilities, which is expected to be completed within the current fiscal year. The switch to solar power is expected to result in substantial cost savings on electricity, improving the plants'' overall operational efficiency

III. The capital investment on energy conservation equipment''s: Rs.395.00 Lakh

Technology absorption: NOT APPLICABLE

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and the Rules made thereunder, in respect of employees of the Company has been disclosed in ‘Annexure V''.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis as required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is incorporated herein by reference and forms an integral part of this report as ‘Annexure VI''.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Your Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such IFCs with reference to the Financial Statements are adequate.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

MAINTENANCE OF COST RECORDS

The maintenance of Cost Records has not been specified by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the business activities carried on by the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no material orders passed by the Regulators or courts or tribunals impacting the going concern status and company''s operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE 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 IBC, 2016

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there were no one time settlement of loan taken from banks and financial institutions.

HUMAN RESOURCES

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company''s vision. Your Company appreciates the spirit of its dedicated employees.

APPRECIATION

The Board wishes to gratefully acknowledge the understanding and support received by the Company from its employees. It wishes also to thank the banking system, the Central Government, the various State Governments and the local authorities for the unstinted support received during the year.

This Report will be incomplete without a specific appreciation for the stakeholders of the Company who have shown immense confidence and understanding in the Company''s well-being.

The Directors have pleasure in presenting the 11th Annual Report together with the Audited Financial Statements for the Financial Year ended 31st March, 2023.

Financial Results

The performance of the Company for the financial year ended 31^st March, 2023, is summarized below:

Overview of financial performance

During the year under review, your company has reported total income including net revenue and other income at Rs. 1,07,030.13 Lakhs as against Rs. 93,190.63 Lakhs in the previous year.

At the EBITDA level, the company reported a profit of Rs. 8,476.58 Lakhs for the current year as compared with Rs. 9,209.92 Lakhs in the previous year. Profit after tax for the current year stood at Rs. 3587.41 Lakhs as compared with Rs. 4,107.45 Lakhs in the previous year.

Dividend

The Board has recommended a dividend of Rs.2.50/- per Equity Share of 10.00/- each (25% of face value) for the year ended March 31, 2023. This payment is subject to your approval at the ensuing 11th Annual General Meeting of the Company.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved and adopted the Dividend Distribution Policy and the same is available on the Company''s website viz. https://apexfrozenfoods.in/wp-content/uploads/2021/12/ dividend-distribution-policu.pdf.

Transfer of unclaimed dividend to investor education and protection fund

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividends of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the company to the Investor Education andProtection Fund (“IEPF”).

In terms of the foregoing provisions of the Act, there are no amounts due to be credited to Investor Education and Protection Fund in accordance with Section 125 of the Companies Act, 2013, as at the year end.

Material changes and commitments

There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year 2022-23 of the Company and the date of the report.

Transfer to reserves

During the year under review, no amount has transferred to General Reserve.

Fixed deposits

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

Share capital

The Authorised Share Capital of the Company as on date of Balance Sheet is Rs. 36,00,00,000/- divided into 3,60,00,000 equity shares of 10/- each.

The paid up share capital of the company as on date of balance sheet is 31,25,00,000/- divided into 3,12,50,000 equity shares of 10/- each.

(a) Change in the capital structure of the Company

There was no change in the capital structure of the company

(b) Status of Shares

As the members are aware, the Company''s shares are compulsorily tradable in electronic form. As on March 31, 2023, 99.99% of the Company''s total paid up capital representing 3,12,49,990 shares are in dematerialized form.

(c) Other shares

Your Company has not issued any equity shares with differential rights, Sweat equity shares, Employee stock options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 62 of the companies Act 2013 respectively.

Details of Appointment/ Resignation of Directors and Key Managerial Personnel (KMP):

During the year under review,

• Mr. K Satyanarayana Murthy was appointed as the Executive Director & Chairman of the company, w.e.f. 01st December, 2022 for a period of 3 years at the AGM held on 23.07.2022.

• Mr. K. Subrahmanya Chowdary was reappointed as the Managing Director of the company, w.e f 01st December, 2022 for a period of 3 years at the AGM held on 23.07.2022.

• Mrs. K Neelima Devi was reappointed as Whole time Director w.e.f 01st February, 2023 for a period of 3 years.

• Mr. K. Subramanya Chowdary, Managing Director of the Company was appointed as Chief Financial Officer of the company w.e.f21.12.2022 without any additional Remuneration.

• In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. K. Satyanarayana Murthy (DIN:05107525), Executive Director & Chairman of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment

• Ms. Sarojini S, Company Secretary and Compliance Officer of the Company tendered her resignation from the office w.e.f. 14.08.2023.

• Ms. Swathi Reddy Billuri(ACS 71622) was appointed as Company Secretary & Compliance Officer of the company w.e.f. 14.08.2023.

Key managerial personnel:

Board Meetings:

During the financial year, the Board met 5(Five) times on 23-05-2022, 06-08-2022, 28-10-2022, 21-12-2022 and 04-02-2023. The meeting details are provided in the corporate governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Committees of the Board

Audit Committee

The Audit Committee was constituted pursuant to the Board meeting held on 27.01.2017 and reconstituted w.e.f01.01.2022. The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013.

The members of the Audit Committee as on 31.03.2023are as follows:

None of the recommendations made by the Audit Committee were rejected by the Board. During the year under review, the Audit Committee met 4 times.

The details of the Committees of the Board viz., Audit Committee, Nomination and Remuneration Committee, CSR Committee, Stakeholders Relationship Committee and Risk Management Committee are reported in the Report on Corporate Governance, which forms part of the Board''s Report.

Meeting of Independent Directors

The details of the separate meeting of the Independent Directors are reported in the Report on Corporate Governance, which forms part of the Board''s Report.

Statement on Declaration Given by Independent Directors Under Sub-section (6) of Section 149

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149 of the Companies Act, 2013, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules

Familiarisation Programme for Independent Directors

All new Independent Directors (IDs) inducted into the Board are presented with an overview of the Company''s business operations, products, organization structures and about the Board constitution and its procedures. A policy on familiarization program for IDs has also been adopted by the Company. Policy for familiarisation of Independent Directors is available at www.apexfrozenfoods.in

Annual evaluation of Board performance and Performance of its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and other Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

Policy on Director’s and Key Managerial Personnel Appointment & Remuneration:

Your company adopted the policy on Director''s Appointment & Remuneration. The objective of the policy is to ensure that Executive Directors and other employees are sufficiently compensated for their performance. The Policy seeks to provide criteria for determining qualifications, positive attributes, and independence of a director and also recommend a policy relating to the remuneration for the directors and key managerial personnel. Policy is available at https://apexfrozenfoods.in/

Vigil Mechanism / Whistle Blower Policy

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company and is available at https://apexfrozenfoods.in/

Risk Management Policy

Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company''s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating risks and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.

In terms of the requirement of Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy. The details of the Policy is available on the Company''s website https:// apexfrozenfoods.in/

Risk Management Committee

Details of composition, scope of terms of reference of committee and other related details are set out in the Report on Corporate Governance which forms part of this Report.

Related Party Transactions

There are no transactions with related parties except remuneration to Key Managerial Persons as mentioned in notes to accounts, which fall under the scope of section 188(1) of the Companies Act, 2013.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company at https://apexfrozenfoods.in/

Particulars of loans, guarantees or investments made under section 186 of the companies act, 2013

During the year under review there were no loans, guarantees or investments made by the Company, under

Section 186 of the Companies Act, 2013 and hence the said provisions are not applicable.

Credit rating

The details of credit ratings obtained by the Company and any revision thereto are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. 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 the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Information about Subsidiary / Joint Ventures / Associate Companies

Your Company don''t have any subsidiary or Joint Ventures or Associate Company. It is not a subsidiary or Joint Venture or Associate to any other Company.

Annual Return

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2023 is available on the Company''s website and can be accessed at www.apexfrozenfoods.in

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31^st March, 2023, on compliance of all applicable SEBI Regulations and circulars / guidelines, will be

submitted to the stock exchanges within 60 days of the end of the financial year. M/s. A.S.Ramkumar & Associates, Company Secretaries were issued the ASCR report for FY 2022-23 and the same is submitted to the stock exchanges..

Secretarial Standards

The Company has complied with Secretarial Standards formulated by the Institute of Company Secretaries of India and notified by the Central Government for implementation.

Corporate Governance Report

Your company''s philosophy on Corporate Governance sets the goal of achieving the highest level of transparency with integrity in all its dealings with its stakeholders including shareholders, employees, lenders and others. A report on Corporate Governance along with a Certificate from M/S A.S.Ramkumar&Associates, Company Secretaries regarding the Compliance of Conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations forms part of the Annual Reportas Annexure -I

Auditors

a) STATUTORY AUDITORS

M/s Padmanabhan Ramani &Ramanujan, Chartered Accountants, Chennai, (Firm Reg.No. 002510S)were appointed as Statutory Auditors of the Company at Annual General meeting held on 23.07.2022 to hold the office for a period of 5 years, until the conclusion of 15th Annual General Meeting of the Company.

b) INTERNAL AUDITORS

The Board of Directors at their meeting held on 13.11.2020 have appointed M/s A.V.Ratnam & Co, Chartered Accountants, Kakinada, as the Internal Auditors of your company. Further, the Board of Directors of the Company appointed M/s. Praturi & Sriram, Charted Accountants, Hyderabad as Internal Auditors of the Company for FY 2023-24 in the Board meeting held on 14.08.2023.

c) SECRETARIAL AUDITORS

The Board has appointed M/s. A.S Ramkumar and Associates, Company Secretaries in Practice, to carry the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2022-23. The Report of the Secretarial Auditor is annexed to this report as Annexure - II

Auditors Report

The observations made in the Auditors'' Report are self explanatory and therefore, don''t call for any further comments u/s 134 of the Companies Act, 2013.

Comments on Auditor Report

There are no adverse comments by the Auditor in the Audit Report and hence comments by Board of Directors of the Company on Auditor Report are not required.

Reporting of frauds by auditors

There are no frauds on or by your Company, as reported by the Statutory Auditors of your Company.

Disclosure under Sexual Harassment of Women at Workplace

The Company has in place the requisite Internal Committees as envisaged under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaints on the issues covered by the above Act were received during the year.

Corporate Social Responsibility (CSR)

The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - III which forms part of this Report. The Company has a Corporate Social Responsibility Policy and the same has been posted on the website of the Company at www.apexfrozenfoods.in

Business Responsibility & Sustainability Report

Pursuant to the Regulation 34 of the SEBI Listing Regulations, Business Responsibility & Sustainability Report for the year ended 31st March, 2023 is provided separately and annexed to the Directors'' Report as “Annexure-IV”

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Conservation of energy:

I. The steps taken or impact on conservation of energy:

a. Power saving initiatives taken by installation of Voltage frequency drives in machinery.

b. Power saving initiatives taken by installation of Voltage frequency drives in machinery.

II. The steps taken by the company for utilizing alternate sources of energy: Solar water heaters have been installed in place of electrical heaters. Solar security fencing has been done in place of electrical fencing.

III. The capital investment on energy conservation equipment''s; NIL

Technology absorption: NOT APPLICABLE

Particulars of Employees

The information required under Section 197 of the Act and the Rules made thereunder, in respect of employees of the Company has been disclosed in ‘Annexure V''.

Management Discussion and Analysis Report

The Management Discussion and Analysis as required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is incorporated herein by reference and forms an integral part of this report as Annexure -VI

Internal Control Systems & their Adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

Maintenance of Cost Records

The maintenance of Cost Records has not been specified by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the business activities carried on by the Company.

Significant and material orders passed by the regulators or courts

1. SEBI Vide its adjudication order No. Order/BM/GN/2022-23/22612-22616 dated December 29, 2022 imposed penalties on the following persons/promoters of the company for insider trading during the period from 04.09.2017 to 28.02.2018:

Karuturi Subrahmanya Chowdary Vallepalli Hanumanth Rao Devalla Satya Madhavi Durga Prasad

2. Further, SEBI vide Final order No. QJA/VS/IVD/ID6/25067/2022-23 dated 28.03.2023 imposed disgorgement order against the following the promoters and Director of the Company:

Satyanarayana Murthy Karuturi Padmavathi Karuturi Ravi Kanth Sankuratri

Mr. Satyanarayana Murthy Karuturi, Mrs. Padmavathi Karuturi and Mr. Ravi Kanth Sankuratri have filed an appeal before Securities Appellate Tribunal against the SEBI Order dated 28.03.2023.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE 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 IBC, 2016

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there were no one time settlement of loan taken from banks and financial institutions.

Human resources

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company''s vision. Your Company appreciates the spirit of its dedicated employees.

Appreciation

The Board wishes to gratefully acknowledge the understanding and support received by the Company from its employees. It wishes also to thank the banking system, the Central Government, the various State Governments and the local authorities for the unstinted support received during the year.

This Report will be incomplete without a specific appreciation for the Members of the Company who have shown immense confidence and understanding in the Company''s well being.

The directors have pleasure in presenting the 6th Annual Report together with the Audited Financial Statements for the Financial Year ended 31st March, 2018.

Financial results

The performance of the company for the financial year ended 31st March, 2018 is summarized below:

(Rs. in lakhs)

The company has adopted Indian Accounting Standards (IND AS) w.e.f. 1st April, 2017 with a transition date of 1^st April, 2016 accordingly, results for the year ended 31^st March, 2018 have been prepared in accordance with Ind. AS prescribed under Section 133 of the Companies Act, 2013. Previous period figures have been restated as per Ind. AS to make them comparable.

Overview of financial performance

During the year, Your company has registered turnover of Rs.99,863.40 Crores, registering an impressive growth of 42.92 % over the previous year turnover of Rs.69,869.50 Crores. The Profit after tax is Rs.7,910.05 Lakhs for the FY 2017-18 as compared to Rs.2,512.68 Lakhs for the FY 2016-17.

No material changes and commitments have occurred after the close of the financial year till the date of this report.

Revenue growth was achieved by steady growth in volumes of shrimp due to the increase in demand of value-added products from the customers, aided by enhanced pre processing capacity.

Outlook for the current year

The company is having increased orders book, confident to grow at a steady phase compared to earlier years and management is in the process of enhancing its production base to meet the orders. With the proceeds of initial public offers, company is setting up a new processing plant at Raagampeta, East Godavari district, with a total capacity of 20,000 MPTA, including 5,000 MPTA for VAP (cooked, breaded and par fried shrimp) along with 5,000 MT of cold storage facility. Our outlook for Fiscal 2019 continues to remain positive given India''s competitive positioning as Seafood exporter. Additionally, at the company''s level, the strategic initiative taken by the management will see us adding new capacities, new products like Ready-to-Eat category as well as foray into newer markets and thereby aid the growth in revenues and profitability.

Dividend

The board has recommended a dividend of Rs.2.00 per Equity Share of Rs.10.00/- each (20% of face value) for the year ended March 31, 2018. This payment is subject to your approval at the ensuing Annual General Meeting of the company.

Transfer of unclaimed dividend to investor education and protection fund

The provisions of Section 125(2) of the Companies Act, 2013, do not apply as there was no unclaimed dividend in the previous years.

Material changes and commitments

There were no material changes and commitments affecting the financial position of the company that have occurred between the end of the financial year 2017-18 of the company and the date of the report.

Transfer to reserves

During the year under review, no amount has transferred to general reserve. Fixed deposits

Your company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

Share capital

The authorised share capital of the company as on date of balance sheet is Rs.36,00,00,000/- divided into Rs.3,60,00,000 equity shares of Rs.10/- each.

The paid up share capital of the company as on date of balance sheet is Rs.31,25,00,000/- divided into Rs.3,12,50,000 equity shares of Rs.10/- each.

(a) Initial public offering (IPO)

During the financial year 2017-18, your company entered into the securities market through Initial Public Offering (IPO). The Put Issue comprised of fresh issue of 72,50,000 Equity shares Rs.10/- each at a premium of Rs.165/- per share aggregating Rs.126.87 crores and offer for sale by promoters Mr. Karut Satyanarayana Murthy and Mrs. Karuturi Padmavathi of 725,0 equity shares each.

Equity shares of the company are listed on BSE Limited (BS and National Stock Exchange of India Limited (NSE) and ; regularly traded on both the exchanges w.e.f. 04.09.2017.

Further the status of the utilization of the proceeds of the IPO up to 31st March 2018 and division thereon are as under:-

(b) Change in the capital structure of the company

During the year your company has allotted 72,50,000 equity shares of Rs.10/- each at a premium of Rs.165/- per share by way of Initial Public Offering (IPO). Therefore, the paid up share capital of the company has been increased from Rs.24.00 crores to Rs.31.25 crores.

(c) Status of shares

As the members are aware, the company''s shares are compulsorily tradable in electronic form. As on March 31, 2018, 99.99% of the company''s total paid up capital representing 3,12,49,990 shares are in de-materialized form.

(d) Other shares

Your company has not issued any equity shares with differential rights, sweat equity shares, employee stock options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 62 of the companies Act 2013 respectively.

Details of appointment of directors and key managerial personnel (KMP):

- During the year under review, there was no change in the composition of board.

- In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. K Subrahmanya Chowdary, Executive Director of the company, will retire by rotation at the ensuing annual general meeting and being eligible, has offered himself for re-appointment. The board recommends his re-appointment.

Board meetings:

The board met nine (9) times during the financial year. The meeting details are provided in the corporate governance report that forms part of this annual report. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the companies Act, 2013.

Committees of the board Audit committee

The audit committee was constituted pursuant to the board meeting held on 27.01.2017. The scope and function of the audit committee is in accordance with Section 177 of the Companies Act, 2013. The members of the audit committee are:

- Mr. D. Venkata Subba Raju - Chairman

- Mr. D. Chandra Sekhar Raju - Member

- Mr. K. Subramanya Chowdary - Member

None of the recommendations made by the audit committee were rejected by the board. During the year under review, the audit committee has met 4 times.

The details of the committees of the board viz., audit committee, Nomination and remuneration committee, CSR committee and Stakeholders relationship committee are reported in the Report on corporate governance, which forms part of the Board''s report.

Meeting of independent directors

The details of the separate meeting of the independent directors are reported in the report on corporate governance, which forms part of the board''s report.

Statement on declaration given by independent directors under sub-section (6) of section 149

The independent directors have submitted their disclosures to the board that they fulfil all the requirements as stipulated in Section 149 of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Familiarization programme for independent directors

All new independent directors (IDs) inducted into the board are presented with an overview of the company''s business operations, products, organization structures and about the board constitution and its procedures. A policy on familiarization program for IDs has also been adopted by the company. Policy for familiarisation of Independent directors with the company are available at www.apexfrozenfoods.in.

Annual evaluation of board performance and performance of its committees and of directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its audit and other committees.

A structured questionnaire was prepared after taking into consideration inputs received from the directors, covering various aspects of the board''s functioning such as adequacy of the composition of the board and its committees, board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the company and its minority shareholders etc. The performance evaluation of the independent directors was carried out by the entire board. The performance evaluation of the Chairman and the Non Independent directors was carried out by the Independent directors who also reviewed the performance of the Secretarial Department. The directors expressed their satisfaction with the evaluation process.

Policy on director''s and key managerial personnel appointment & remuneration:

Your company adopted the policy on Director''s Appointment & Remuneration. The objective of the policy is to ensure that Executive Directors and other employees are sufficiently compensated for their performance. The policy seeks to provide criteria for determining qualifications, positive attributes, and independence of a director and also recommend a policy relating to the remuneration for the directors and key managerial personnel. Policy is available at www.apexfrozenfoods.in.

Vigil mechanism / whistle blower policy

The company has a whistle blower policy framed to deal with instance of fraud and mismanagement if any. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the company and the web link is http://apexfrozenfoods.in/wp-content/uploads/2017/11/Apex_ Whistle-Blower-Policy.pdf

Risk management policy

Risk management is embedded in your company''s operating framework. Your company believes that managing risks helps in maximizing returns. The company''s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating risks and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.

In terms of the requirement of Section 134(3)(n) of the Companies Act, 2013, the company has developed and implemented the Risk Management Policy. The details of the Policy is available on the company''s weblink is www.apexfrozenfoods.in

Related party transactions

There are no transactions with related parties, which falls under the scope of section 188 of the Companies Act, 2013.

The policy on Related Party Transactions as approved by the board is uploaded on the website of the company and the web link is www.apexfrozenfoods.in

Particulars of loans, guarantees or investments made under section 186 of the companies act, 2013

There were no loans, guarantees or investments made by the company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision are not applicable.

Directors responsibility statement

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them:

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

II. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the company at the end of the financial year 2017-18 and of the profit or loss of the company for that period;

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

IV. The annual accounts for the year 2017-18 have been prepared on a going concern basis.

V. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

VI. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Information about subsidiary/ Joint ventures/Associate companies

Your company don''t have any subsidiary or joint ventures or associate company. It is not a subsidiary or joint venture or associate to any other company.

Management discussion and analysis report

The management discussion and analysis as required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is incorporated herein by reference and forms an integral part of this report as

Annexure VI. Extract of annual return

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as ''Annexure I'' to this report.

Corporate governance report

Your company''s philosophy on Corporate Governance, sets the goal of achieving the highest level of transparency with integrity in all its dealings with its stakeholders including shareholders, employees, lenders and others. A report on Corporate Governance along with a certificate from M/s A.S. Ram Kumar and Associates, company secretaries regarding the compliance of conditions of Corporate Governance as stipulated under the SEBI (LODR) Listing Regulations forms part of the Annual Report as Annexure-II.

Auditors

a) Statutory auditors

The shareholders of the company at their Annual General Meeting held on 30^th September, 2014, have appointed M/s. Boda Ramam & Co., Chartered Accountants, Kakinada, (Firm Reg No. 005383S), as Statutory Auditors of the company for a period of 5 years, subject to ratification by the members at every annual general meeting.

The board recommends their appointment for ratification at the ensuing annual general meeting.

b) Internal auditors

The board of directors at their meeting held on 14.11.2017, have reappointed M/s Praturi & Sriram, Chartered Accountants, Hyderabad, as the internal auditors of your company. The internal auditors had submitted their reports.

C) Secretarial auditors

The board has appointed M/s. A.S Ram Kumar and Associates, Company Secretaries in practice, to carry the secretarial audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2017-18. The report of the secretarial auditor is annexed to this report as Annexure - III.

Explanation to secretarial auditor''s observation:

Extract of observation

Delay in submission of monitoring agency report along with the statement of deviation/ variation on utilization of IPO proceeds with stock exchanges for the quarter ended 30th September 2017, 31st December 2017 and 31st March, 2018 as required under Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 16 of SEBI (Issue Of Capital And Disclosure Requirements) Regulations, 2009.

Explanation:

Submission of monitoring agency reports got delayed, due to delay in getting the reports from monitoring agency. Delay in submission of statement of Deviation/ variation on utilization of IPO proceeds was unintentional, inadvertent and without any malafide intention and we undertakes to comply in time henceforth.

Auditors report

The observations made in the Auditors'' Report are self explanatory and therefore, do not call for any further comments u/s 134 of the Companies Act, 2013.

Comments on auditor report

There are no adverse comments by the auditor in the audit report and hence comments by Board of Directors of the company on auditor report are not required.

Prevention of sexual harassment policy:

The company''s policy on prevention of sexual harassment

of women provides for the protection of women employees at the workplace and for prevention and redressal of such complaints. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary) are covered under this policy. The company has not received any complaint on sexual harassment during the year.

Corporate social responsibility (CSR):

The Annual Report on CSR activities in terms of the requirements of companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - IV, which forms part of this Report.The Company has a Corporate Social Responsibility Policy and the same has been posted on the website of the company at http://apexfrozenfoods.in/wp-content/uploads/2017/11/Apex_CSR-Policy.pdf

Conservation of energy:

I. The steps taken or impact on conservation of energy:

a. Voltage frequency drives have been installed in machinery there by 20% power saving has been done.

b. Lighting in the processing unit and cold storage have been changed to LED from tube lights.

II. The steps taken by the company for utilizing alternate sources of energy:

Solar water heaters have been installed in place of electrical heaters. Solar security fencing has been done in place of electrical fencing.

III. The capital investment on energy conservation equipments; NIL

Technology absorption: Not applicable foreign exchange earnings and outgo:

Foreign exchange earnings and outgo _{(Rs. in Lakhs)}

Particulars of employees

The information required under Section 197 of the Act and the Rules made thereunder, in respect of employees of the company has been disclosed in ''Annexure V''.

Internal control systems & their adequacy

The board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

Maintenance of cost records

The maintenance of cost records has not been specified by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the business activities carried on by the company.

Significant and material orders passed by the regulators or courts

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

Human resources

Your company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the company''s vision. Your company appreciates the spirit of its dedicated employees.

Acknowledgements

Your directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and cooperation extended by them.

Your directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

For and by order of the Board of Directors

Sd/- Sd/-

K Subrahmanya Chowdary K Satyanarayana Murthy

Place: Panasapadu, Kakinada Whole Time Director Managing Director

Date: 13.08.2018 DIN 03619259 DIN 05107525

To

The Members,

M/s. APEX FROZEN FOODS LIMITED.

The directors have pleasure in presenting their 5^lh Annual Report on the business and operations of the company and the accounts for the financial year ended 31^sl March 2017.

1. FINANCIAL RESULTS:

The summarized standalone financial results of your company are as under:

(Rs. in Lakhs)

Apex Frozen Foods Limited (“your company”) is one of the integrated producer and exporter of shelf stable quality aquaculture products. Your company supplies ready-to-cook products to a diversified customer base consisting of food companies, retail chains, restaurants, club stores and distributors spread across the developed markets of USA, UK and various European countries.

During the year, Your Company surpassed the milestone of 700.00 Crores turnover, registering an impressive growth of 15.84% over the previous year. Revenue growth was achieved by steady growth in volumes of shrimp feed due to continued robust demand from farmers, stable realizations and a sustained contribution from shrimp processing. The Pro-fit after Tax is 2,440.48 Lakhs for the year 2016-17 as compared to 1,894.92 Lakhs for the year 2015-16.

Your Company’s Revenue from Operations was in line with previous year. Your Company has been continuously striving to increase its efficiency and productivity.

2. DIVIDEND:

Your directors are pleased to recommend a dividend of Rs. 1.00 per equity share of Rs. 10.00/- each (10% of face value) for the year ended March 31, 2017. Based on the outstanding paid-up share capital as at the year end, the total dividend payout will amount to Rs. 288.86 Lakhs, inclusive of Rs. 48.86 Lakhs of dividend distribution tax. This payment is subject to your approval at the ensuing Annual General Meeting of the Company.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013, do not apply as there was no dividend declared in the previous years.

4. FIXED DEPOSITS:

During the year, your company has not accepted any fixed deposits, within the meaning of section 73 of the companies Act 2013, Read with the Companies (Acceptance of Deposits) Rules, 2014.

5. TRANSFER TO THE RESERVES:

During the year, the Company has not transferred any amount to General Reserves.

6. OUTLOOK FOR THE CURRENT YEAR:

The company intends to Setting up a new Shrimp processing unit with a capacity of 20,000 MTPA at G. Ragampeta Village, Pedapuram Mandal, East Godavari district, Andhra Pradesh to enhance the processing capacity to meet the current & future demands of production requirements.

Your company is making necessary arrangements for raising of funds through fresh issue of equity shares to the public to meet the expenditure for Setting up a new Shrimp processing unit and other general corporate purposes.

The company is having increased orders book, confident to grow at a steady phase compared to earlier years and management intends to expand its production base to meet the orders.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there is no change in nature of business of the company. The affairs of the company are conducted in accordance with the accepted business practices and are within the purview of applicable legislations.

8. MATERIAL CHANGES

During the year,

- Pursuant to the Special Resolution passed at Extra-ordinary General Meeting (EGM) held on 11.11.2016, your company has converted its status of Private limited to Public limited w.e.f 29.11.2016.

- Pursuant to the Special Resolution passed at Extra-ordinary General Meeting (EGM) held on 10.03.2017, your company has filed Draft Red Herring Prospectus with SEBI on 31.03.2017 for an Initial Public Offer comprising a fresh issue of 72.50 Lakhs Equity shares and for offer for sale (OFS) of up to 14.50 Lakhs Equity shares. It has obtained primary approval from SEBI and in-principle approvals from BSE &NSE.

9. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, following changes took place in the Board of Directors and

Key Managerial Personnel:

- Mr.K Satyanarayana Murthy was appointed as Managing director on 01.12.2016 for a period of 5 years. His appointment has ratified by shareholders at EGM held on 27.01.2017.

- Mr.K Subrahmanya Chowdary was appointed as Executive director on 01.12.2016 for a period of 5 years. His appointment has ratified by shareholders at EGM held on 27.01.2017.

- Mrs. Neelima Devi was appointed as Whole time director on 01.12.2016 for a period of 5 years. Her appointment has ratified by shareholders at EGM held on 27.01.2017.

- Mrs. Padmavathi was appointed as Whole time director on 01.12.2016 for a period of 5 years. She resigned as director as well as whole time director on27.01.2017.

- Mr.Datla Chandrasekhar Raju, Mr.Mantena Lakshmipathi Raju and Mr.Datla Venkata Subba Raju were appointed as additional directors in the capacity of non Executive Independent Directors w.e.f 25.01.2017. Their appointment’s had ratified by shareholders at EGM held on 27.01.2017.

- Mr. Ch Vijay Kumar was appointed as Chief Financial Officer on 25.01.2017 and Ms. S. Sarojni has appointed as Company Secretary of the company w.e.f 01.08.2016.

10. BOARD MEETINGS:

During the year under review, your Board of Directors met Eighteen (18) times i.e., on 10.04.2016, 20.06.2016, 08.07.2016, 18.07.2016, 30.07.2016, 01.08.2016, 27.09.2016, 10.10.2016, 24.11.2016, 01.12.2016, 05.12.2016, 11.01.2017, 25.01.2017, 27.01.2017, 27.01.2017, 08.03.2017, 15.03.2017 and 30.03.2017. In respect of each meeting proper notices were given, the proceedings were properly recorded and signed in minute’s book maintained for the purpose. The maximum time gap between any two Board meetings was not exceeding 120 days.

11. SHARE CAPITAL:

The Authorised Share Capital of the Company as on date of Balance Sheet is Rs. 36,00,00,000/- divided into 3,60,00,000 equity shares of Rs.10/- each

The paid up share capital of the company as on date of balance sheet is Rs. 24,00,00,000/divided into 2,40,00,000 equity shares of Rs. 10/- each.

During the year under review, the company has increased the Authorized Share Capital of the company, fromRs. 24,15,00,000/- to Rs. 36,00,00,000/- atEGM held on 11.11.2016.

Your Company has not issued any equity shares, equity shares with differential rights, Sweat equity shares, Employee stock options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 62 of the companies act 2013 respectively.

12. INFORMATION ABOUT SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

Your Company does not hold any subsidiary or Joint Ventures or Associate Company. Or not a subsidiary or Joint Venture or Associate to any other Company.

13. EXTRACT OF ANNUAL RETURN:

An extract of Annual Return prepared in accordance with Section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed as Annexure-I to this Report.

14. AUDITORS:

a) Statutory Auditors

The Shareholders of the Company at their Annual General Meeting held on 30^lh September, 2014, have appointed M/S. Boda Ramam & Co., Chartered Accountants, Kakinada, (Firm Reg No. 005383S), as Statutory Auditors of the Company for a period of 5 years, subject to ratification by the Members at every Annual General Meeting.

The Board recommends their appointment for ratification at the ensuing Annual General Meeting.

b) Internal Auditors

The Board of Directors at their meeting held on 20.06.2016, have reappointed M/s Rao Chowadary & Associates, Chartered Accountants, Hyderabad, as the Internal Auditors of your company. The Internal Auditors had submitted their reports.

c) Secretarial Auditors

The Board has appointed M/s. A.S. Ram Kumar & Associates, Company Secretaries in Practice, to carry the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2016-17. The Report of the Secretarial Auditor is annexed to this report as Annexure - II.

Explanation to secretarial auditor’s observation:

Observation:

“Company has appointed the company secretary w.e.f 1^st August 2016. There is violation of Section 203 of companies Act 2013 from 1^st April 2016 to 31^st July 2016.”

Explanation

Due to non availability of suitable candidate, the company was unable to appoint a whole time company Secretary until 31.07.2016, however, company has appointed the company secretary w.e.f l^sl August 2016. Company is in the process of filing Compounding application to rectify the said violation made under Section 203 of Companies Act, 2013.

15. AUDITORS REPORT:

The observations made in the Auditors’ Report are self explanatory and therefore, do not call for any further comments u/s 134 of the Companies Act, 2013.

16. COMMENTS ON AUDITOR REPORT:

There are no adverse comments by the Auditor in the Audit Report and hence comments by Board of Directors of the Company on Auditor Report are not required.

17. COMMITTEES:

a) AUDIT COMMITTEE

The Audit Committee was constituted pursuant to the Board meeting held on 27.01.2017. The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act,2013. The members of the Audit Committee are:

- Mr. D. Venkata SubbaRaju - Chairman

- Mr. D. ChandraSekhar Raju - Member

- Mr. K. Subramanya Chowdary - Member

None of the recommendations made by the Audit Committee were rejected by the Board. During the year under review, the Audit Committee met on 15.03.2017.

b) Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted by a meeting of the Board of Directors held on 27.01.2017. The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act, 2013. The members of the Nomination and Remuneration Committee are:

- Mr.D. Chandra Sekhar Raju - Chairman

- Mr. M. Lakshmipathi Raju - Member

- Mr. D. Venkata Subba Raju - Member

None of the recommendations made by the Nomination and Remuneration Committee were rejected by the Board. During the year under review, the Nomination and Remuneration Committee met on27.01.2017 and 08.03.2017.

c) Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee was constituted by our Board of Directors at their meeting held on 08.03.2017. The members of the Stakeholders’ Relationship Committee are:

- Mr. M. Lakshmipathi Raju - Chairman

- Mrs. K. Neelima Devi - Member

- Mr. K. Subrahmanya Chowdary - Member

During the year under review, the Stakeholders’ Relationship Committee was not met.

d) IPO Committee

The IPO Committee was constituted by a meeting of the Board held on 08.03.2017.

The members of the IPO Committee are:

- Mr. D. Venkata Subba Raju - Chairman

- Mrs. K. Neelima Devi - Member

- Mr. K. Subrahmanya Chowdary - Member

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

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under report our Company has not entered into any related party transactions with the related parties as to in Section 188 (1) of the Companies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

20. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149 of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

21. BUSINESS RISK MANAGEMENT:

Risk management is embedded in your Company’s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company’s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating risks and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.

22. PAYMENT OF SITTING FEE:

The sitting fees paid to the Non - Executive Directors are within the ceiling limit as provided in the Companies Act 2013.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE DEALING, RULE 8(3)

Conservation of energy

I. The steps taken or impact on conservation of energy:

a. Voltage frequency drives have been installed in machinery there by 20% power saving has been done.

b. Lighting in the processing unit and cold storage have been changed to LED from tube lights.

II. The steps taken by the company for utilizing alternate sources of energy:

Solar water heaters have been installed in place of electrical heaters. Solar security fencing has been done in place of electrical fencing.

III. The capital investment on energy conservation equipments; NIL

Technology absorption: NOT APPLICABLE

24. PARTICULARS OF EMPLOYEES:

There are no employees who are required to be reported u/s 197 of the Companies Act,

2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence statement in this respect has not been given.

25. INTERNAL CONTROL SYSTEMS:

The Company has an internal control system, commensurate with size, scale and complexity of its operations and are routinely tested by internal Auditors and reviewed by statutory auditors.

26. PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company’s policy on prevention of sexual harassment of women provides for the protection of women employees at the workplace and for prevention and redressal of such complaints. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no complaints pending for redressal at the beginning and at the end of FY 2016-17.

27. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

In Compliance with requirements of the provisions of Section 177(9) of the Companies Act, 2013, Your Board of Directors at its meeting held on 08.03.2017, approved the establishment of Vigil Mechanism to ensure that appropriate systems and procedures to curb opportunities for any sort of corrupt and unethical practices are in place.

It provides a channel to the employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy and also provides for adequate safeguards against victimization of employees by giving them direct access to the Chairman of the Audit Committee in exceptional cases. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.

28. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with clause (c) of sub-section 3 of section 134 of the Companies Act, 2013, the Directors of the Company state:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departure.

ii. The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable, so as to give true and fair view of the state of affairs of the company as at 31.03.2017 and the Profit and Loss of the company for the year ended as on that date.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The directors have prepared the annual accounts on a going concern basis; and

v. That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

30. POLICY ON DIRECTOR’S AND KEY MANAGERIAL PERSONNEL APPOINTMENT & REMUNERATION:

During the year, your company adopted the policy on Director’s Appointment & Remuneration. The objective of the policy is to ensure that Executive Directors and other employees are sufficiently compensated for their performance. The Policy seeks to provide criteria for determining qualifications, positive attributes, and independence of a director and also recommend a policy relating to the remuneration for the directors and key managerial personnel.

31. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Corporate Social Responsibility are applicable to the Company during the year under review. During the year, your company has created its own trust in the name of ‘APEX FOUNDATION’ which takes care of CSR activities of the company, the company needs to spend Rs. 52.06 Lakhs towards CSR activities. It is in the process of identifying suitable areas for spending expenditure pertaining to corporate social responsibility. Hence for the financial year 2016-17, Company has created provision of Rs 52.06 Lakhs Corporate Social Responsibility. The Annual Report on CSR activities is annexed herewith as “ Annexure III” to this report.

ACKNOWLEDGEMENT:

Your Directors wish to express their appreciation for the cooperation and continued support received from the Company’s Banker, Suppliers, Purchasers, Vendors, Government Authorities and others. Your Directors’ also take this opportunity to place on record their appreciation for the dedicated services rendered by the executives, managers, officers, employee and workers for the dedication and sense of commitment shown by the employees at all levels and their contributions towards the performance of the Company.

For and by order of the Board of Directors

Sd/- Sd/-

Place: Panasapadu K Subrahmanya Chowdary K Satyanarayana Murthy

Kakinada Executive Director Chairman & Managing Director

Date: 05.06.2017 DIN03619259 DIN05107525