Your Directors are pleased to present the Twenty-Sixth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March 2024.

1. Corporate Overview:

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

2. Operations / State of the Company’s Affairs:

Your Company’s revenue from operations has increased from Rs.268 Crores as in the previous Financial Year (FY) 2022-23 to Rs. 293 Crores in FY 2023-24.This growth in such challenging circumstances is a testimony to the robustness of your Company’s business strategy and innovative service offerings that helped us capture new markets.

EBITDA for the FY 2023-24 stood at Rs.23.21 Crores compared to Rs.23.79 Crores for FY 2022-23 and PBT (Profit Before Tax) for FY 2023-24 is Rs.14.20 crores against Rs.16.56 Crores for FY 2022-23.

Financial overview:

3. Change in nature of business:

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

4. Dividend:

The operations of the Company during the period under review, have improved compared to last year. Considering the same, your Directors recommend a final dividend of Rs. 2/- (Rupee Two Only) for the FY 2023-24, i.e., 40% of the face value of Rs. 5 per share. Same is subject to approval of the members at the ensuing Annual General Meeting.

5. Transfer to Reserves:

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

6. Deposits:

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

7. Listing:

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

8. Share Capital:

The paid-up equity share capital as on March 31,2024 is Rs. 1,30,02,000/- divided into 26,00,400 equity shares of Rs. 5/- each. During the year under review, your Company has not issued any shares including equity shares with differential rights or sweat equity. Further, Company has no outstanding preference shares or debentures and has not made any redemption of these.

9. Significant or Material Orders Passed by Regulators/Courts:

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

10. Material Changes and Commitment affecting financial position:

There are no material changes and commitments affecting financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31st March 2024 and till the date of this Directors’ Report.

11. Corporate Social Responsibility Report:

Your Company has developed and implemented Corporate Social Responsibility initiatives and has spent approximately Rs. 26,01,594/- approved CSR projects during the period under review.

Report on Corporate Social Responsibility including details as Per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed with this report as Annexure A.

12.Subsidiaries:

Your Company has two subsidiaries namely Sindoori Management Solutions Private Limited (formerly known as Faber Sindoori Management Services Private Limited) and Olive Plus Twist Avenues Private Limited (formerly known as Olive & Twist Hospitality Private Limited).

Sindoori Management Solutions Private Limited is a wholly owned subsidiary and the financials of Sindoori Management Solutions Private Limited has been consolidated in consolidated accounts of the Company. Sindoori Management Solutions Private Limited are involved in the domain of bio-medical engineering (maintenance), facility

engineering (maintenance), cleansing, housekeeping, janitorial services and hospital support services (other than catering services) and management information services (other than patient information).

Your company has another subsidiary, Olive Plus Twist Avenues Private Limited (formerly known as Olive & Twist Hospitality Private Limited). The subsidiary has been established with a view to carry on elite outdoor catering, convention centers, resto bars & restaurants & event management. The subsidiary has completed its fifth full year of the operations and its financials for the financial year ended 31st March 2024 has been consolidated in consolidated accounts of the Company. Details of both the subsidiaries are also provided in AOC-1 under Annexure- B.

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

a) Pursuant to Regulation - 16(1)(c) of SEBI (LODR) Regulations, 2015, the income of Olive Plus Twist Avenues Private Limited, has exceeded the limit of 10% of Consolidated Income of the listed entity and the subsidiaries and hence the company has become a material unlisted subsidiary. Pursuant to Regulation 24A of SEBI (LODR) Regulations, 2015, the Secretarial Audit Report of material unlisted subsidiary- of Olive Plus Twist Avenues Private Limited is attached with the Annual Report as Annexure I.

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

13. Consolidation of Accounts:

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

14. Contracts or Arrangement with Related Parties:

In line with the requirements of the Act and in accordance with the Listing Regulations, your Company has formulated a policy on dealing with Related Party Transactions (‘RPTs’) which is available on the website of the Company at https://www.apollosindoori.com/wp-content/uploads/2024/08/Policv-on-dealing-with-related-partv-transactions.pdf.

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

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

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

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

15. Annual Return web link:

In terms of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company in Form MGT - 7 for the financial year ended on as on March 31,2024 will be available on the Company’s website at https://www.apollosindoori.com/annual-return/. The Annual Return will be electronically submitted to the Registrar of Companies (ROC) within the timelines prescribed under the Act.

16.Composition of Board:

The Board of the Company comprises of optimum combination of Executive, Non-Executive and Independent Directors. Your Board as on date of this report has two executive directors, three non-executive directors and three independent directors. No change took place in the board composition during the period under review. Mr. C Natarajan, Whole-time Director and CEO of the Company has been reappointed at the last Annual General Meeting for a period of six months w.e.f 30th November, 2023 and on 13th July, 2024 he was further re-appointed for a period of 3 months w.e.f 30th May, 2024 till 29th August, 2024 by the shareholders through Postal ballot.

The composition of the Board is as below:

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

The Board of Directors met four (4) times during the financial year 2023-24 on 19th May, 2023, 14th August, 2023, 14th November, 2023 and 14th February, 2024.

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

Details of attendance of Directors at the Board Meetings held during the financial year 2023-24 and the last Annual General Meeting (AGM) held on 29th September 2023 is as below:

18. Committees of Board:

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

During the financial year 2023-24, following meetings of Committees were held:

(i) Audit Committee met four times on 19th May, 2023, 14th August, 2023, 14th November, 2023 and 14th February, 2024.

(ii) Nomination & Remuneration Committee met two times on 14th August, 2023 and 14th February, 2024.

(iii) Stakeholders Relationship Committee met once on 14th February, 2024

(iv) Corporate Social Responsibility Committee met once on 14th February, 2024

(v) Separate meeting of Independent Directors was held on 14th February, 2024

Details of attendance of Directors at the Committee Meetings held during the financial year 2023-24 is as below:

19. Audit Committee:

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

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

20. Nomination & Remuneration Committee:

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

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

21. Stakeholders Relationship Committee:

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

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

22. Corporate Social Responsibility Committee:

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

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

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

(i) Conservation of Energy:

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

Some of the actions planned in phase number include replacement of energy intensive pumps with

high efficiency systems, replacement of energy intensive fans with energy efficient fans. Operational measures include close monitoring and control of energy consumption and frequent energy audits by the hotel Engineering Department.

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

(ii) Technical Absorption:

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

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

(iii) Foreign Exchange Earnings and outgo:

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

24. Insurance:

All insurable interest of the Company including, buildings, furniture and fixtures and other insurable interest are adequately insured.

25. Auditors:

(i) Statutory Auditors:

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

(ii) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, the Company had appointed M/s. SRSV & Associates, Chartered Accountant as Internal Auditors to undertake the Internal Audit of the Company for the FY 2023-24. Due to personal reasons, M/s. SRSV & Associates had tendered their resignation and M/s. CNGSN & Associates, LLP, Chartered Accountants were appointed as Internal auditor for a period of 5 years starting from Q4 of 2023-24.

(iii) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed BGSMISHRA & Associates, Company Secretaries LLP as Secretarial Auditors for the financial year 2023-24. The Secretarial Audit Report is attached forming part of the report.

(iv) Cost Auditor:

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

26. Internal Control Systems and their Adequacy:

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

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

27. Directors’ Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year 31st March 2024 and of the profit and loss of the Company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Annual Accounts are prepared on a going concern basis;

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

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and external consultant(s) and the reviews made by the Management and the relevant Committees, including the Audit Committee, Board is of the opinion that the Company’s internal financial controls were adequate and operationally effective during the financial year 2023-24.

28. Directors Appointment/ Re-appointment:

In terms of the provisions of Section 152 (6)(d) of the Companies Act, 2013 Mrs. Suneeta Reddy and Mr. P Vijaykumar Reddy, Directors of the Company retires by rotation at this Annual General Meeting. Mr. P Vijaykumar Reddy being eligible offer himself for re-appointment.

Mrs. Suneeta Reddy has expressed her unwillingness to get re-appointed in the Annual General Meeting due to her pre-occupation elsewhere. Accordingly, Mrs. Suneeta Reddy retires at this Annual General Meeting.

The Board of Directors in their meeting held on 13th August, 2024 has appointed Mr.Vishwajit Reddy Konda as Additional Director (Non-Executive Non Independent) w.e.f from 13th August, 2024 till the conclusion of the 26th Annual General Meeting and the Company is seeking approval of shareholders by way of ordinary resolution as per Section 161 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 for appointment of Mr. Vishwajit Reddy Konda as Non-executive Non Independent Director at this Annual General Meeting (AGM).

The Board and Nomination and Remuneration Committee recommends his appointment as Non-Executive Non Independent Director.

Further, Company is seeking approval for re- appointment of Dr. C. Natarajan as Whole-Time Director and Chief Executive officer (WTD & CEO) at this Annual General Meeting (AGM) for a period of two (2) months from 30th August, 2024 till 31st October, 2024. The Company is seeking approval of shareholders by way of special resolution as per the provisions of Section 196 read with Schedule V of Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

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

29. Independent Directors:

Mr. Ganesan Venkatraman, Mr. Suresh Raj Madhok and Mr. PuthenVeetil George Eapen are Independent Directors (IDs) on Board of the Company and have been appointed for a period of five years from 25th July 2019 to hold office till the conclusion of 26th Annual General Meeting of the Company. Their tenure of five years ends at the 26th Annual General Meeting.

The Board of Directors pursuant to Section 149, 150,152 & 161 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, and on the recommendation of Nomination & Remuneration Committee have appointed three Additional Independent Directors (Non-Executive) viz., Mr. Lodugureddygari Lakshminarayana Reddy, Ms. Allareddy Nivruti and Ms. Madura Ganesh. The Company is seeking approval of the shareholders for appointment of the Independent Directors by way of Special resolution for a consecutive period of 5 years with effect from 13th August, 2024.

They have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013, which has been duly appraised and noted by the Board.

Company pays commission not exceeding 1% of net profit of the Company to the independent directors as approved by Board/ Nomination and Remuneration Committee. The details of the commission paid during the financial year is also provided in this report.

Weblink of familiarization programme undertaken for IDs as available on website is https://www.apollosindoori.com/ wp-content/uploads/2024/06/Details-of-familiarization-programme-imparted-to-independent-directors.pdf

30. Changes in Key Managerial Personnel:

During the year under review, Ms. Surabhi Pasari resigned as Company Secretary & Compliance officer and Ms. D V Swathi was appointed as Company Secretary & Compliance officer w.e.f 14th February, 2024.

Mrs. Sucharitha Reddy, Managing Director; Mr. C. Natarajan, Whole Time Director and Chief Executive Officer; Mr. Meyyappan Subramanian, Chief Financial Officer remain to be the Key Managerial Personnel of the Company.

31. Particulars of Loans, Guarantees or Investments:

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

32. Vigil Mechanism / Whistle Blower Policy:

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

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

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

The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said Whistle-Blower Policy has been hosted on the website of the Company and is available at the website at weblink https://www.apollosindoori.com/wp-content/uploads/2024/06/Vigil-mechanism Whistle-Blower-Policy.pdf

33. Policy on Director’s appointment and remuneration:

The policy of the Company on Director’s appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Section 178 of the Companies, Act, 2013 is available at the website at weblink https://www.apollosindoori.com/wp-content/ uploads/2024/06/Nomination-and-Remuneration-Policy.pdf

34. Board Evaluation:

Pursuant to Section 134(3)(p) of the Companies Act, 2013 and Regulation 17(10) & 25 of the SEBI (LODR) Regulations, 2015, the annual evaluation process for the performance of the Board, its committees and individual directors are carried out internally. Each Board member submitted a detailed evaluation form on the functioning and overall level of engagement of the Board and its Committees on parameters such as composition, execution of specific duties, quality, quantity and timeliness of flow of information, deliberations at the meeting, independence of judgment, decision making, management actions etc.

One-on-one meeting of the individual directors with the Chairman of the Board was also conducted as a part of self-appraisal and peer group evaluation and the engagement and impact of individual directors was reviewed on parameters such as contribution, attendance, decision making, inter-personal relationship, actions oriented, external knowledge, etc. The directors were also asked to provide their valuable feedback and suggestions on the overall functioning of the Board and its Committees and the areas of improvement for a higher degree of engagement with the management. The independent directors met on 14th February 2024 to review the performance evaluation of non-independent directors, Board including the Chairman, while considering the views of the Executive and Non-Executive Directors. The independent directors were satisfied with the overall functioning of the Board, its various Committees and other non-executive and executive directors. The Board expressed its satisfaction with the Evaluation results, which reflects the high degree of engagement of the Board and its Committees with the company and its management.

35. Compliance to Secretarial Standards:

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

36. Risk Management Policy:

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

The Audit Committee and the Board reviews the risk management efforts periodically.The Committee has formulated a Risk Management Policy which is uploaded on the Company’s website at weblink https://www.apollosindoori.com/ wp-content/uploads/2024/06/Risk-Mgt-Policy-1.pdf. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures. The risks are reviewed for the change in the nature and extent of major risks identified since the last assessment. It also provides control measures for risks and future action plans. Your Board is satisfied that there are adequate systems and procedures in place to identify, assess, monitor and manage risks. The Company believes that the overall risk exposure of present and future risks remains within its risk capacity.

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

During the financial year 2023-24, Managing Director / Whole Time Director of the Company has not received any commission from Company or Subsidiary of the Company.

38. Human Resources:

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

39. Statutory Auditors Report:

The Standalone as well as Consolidated Financial Statements are accompanied with the Statutory Auditors Report. The Auditors Report do not contain any qualification, reservations or adverse/disclaimers remarks/observations. The Auditors Report read with the Notes and Schedules to Accounts forming part of the financial statements are self-explanatory.

40. Reporting of Frauds by Auditors:

During the year under review, neither the Statutory Auditors nor the Internal Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

41. Secretarial Auditors Report:

The Secretarial Audit Report for the FY 2023-2024 is annexed herewith as Annexure D The reply to the observation provided in Secretarial Audit Report is as under:

i. Observation: Certain compliances as required to be made under Secretarial Standard in relation to Board /Committee Meetings has been missed

Company Representation: The Company follows proper compliance with regard to Secretarial standards both in letter and spirit, however few of the compliances were inadvertently missed. Proper system of compliance will be implemented in future.

ii. Observation: The majority of the revenue of the Company is from related party transaction which as per the representation from the Company is in ordinary course of business and on arm’s length basis

Company Representation: The Company is providing clinical nutritional services to several hospitals and many of them are related parties. However, Company is also providing these services to other nonrelated parties as well, at the same terms and conditions. All these transactions are in the ordinary course of business and at arm’s length basis. Since majority of the customer are related parties, major revenue is from related party transactions. Hence, this is statement of fact and do not point out to any violation. Further, these related party transactions are entered into, after due approval of Audit Committee as required under Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

iii. Observation: Company has been levied a penalty of Rs.5000/- plus GST amounting to Rs.5900/- as per SEBI SOP fee for delay in reporting of Related Party Transaction as per Regulation 23(9) of SEBI (LODR) Regulations, 2015.

Company Representation: The Company has informed that the delay was mistakenly and inadvertently caused due to change in timelines for submission of Related Party Transactions.

42. Managerial Remuneration:

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

43. Disclosure as per Listing Regulations:

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

44. Corporate Governance:

As per Schedule V of SEBI (LODR) Regulation, 2015, a separate section on corporate governance practices followed by the Company, report on Corporate Governance together with a certificate confirming compliance on corporate governance provisions and CEO/CFO Certificate forms an integral part of this Directors’ Report and has been provided in Annexure G.

45. Management Discussion and Analysis Report:

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

46. Particulars of Employees:

The Company has about 4213 employees in its roll. Since employees contribute in achieving the goal of the Company, periodical training programs are carried out to meet the challenges in providing services to the best of Customer Satisfaction.

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

The Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013

The following is the summary of the sexual harassment complaints received and disposed during the Financial Year 2023-24:

No. of complaints received : NIL No. of complaints disposed off : NIL

48. Transfer to Investor Education and Protection Fund:

Pursuant to the applicable provisions of the CompaniesAct, 2013 (‘the Act’), read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the IEPF Rules’), all unpaid or

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

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

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

50. Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof:

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

51. Companies (Auditor’s Report) Order, 2020:

The Report as provided is self- explanatory.

52. Acknowledgement:

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