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.