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You can view full text of the latest Director's Report for the company.

BSE: 540692ISIN: INE346W01013INDUSTRY: Marine Foods

BSE   ` 266.45   Open: 262.60   Today's Range 262.25
269.15
+7.00 (+ 2.63 %) Prev Close: 259.45 52 Week Range 179.20
350.20
Year End :2025-03 

Your Director's have pleasure in presenting the 13th Annual Report together with the Audited Financial Statements for
the Financial Year ended 31st March, 2025.

FINANCIAL RESULTS:

The performance of the Company for the Financial Year ended 31st March, 2025, is summarized below:

(C in lakhs)

Particulars

2024-25

2023-24

Revenue from Operations

81,355.24

80,410.32

Other Income

455.22

329.09

Total Income

81,810.46

80,739.41

Profit Before Interest, Depreciation &Tax(EBITDA)

2,973.03

4,371.64

Interest

878.47

934.15

Depreciation

1533.73

1,481.76

Profit before Tax

560.83

1,955.73

Current Tax

129.18

308.16

Deferred Tax

44.00

187.64

Total Tax Expenses

173.18

495.80

Net Profit for the period after tax

387.65

1,459.93

Earnings per share

1.24

4.67

OVERVIEW OF FINANCIAL
PERFORMANCE

During the year under review, your company has reported
total income including net revenue and other income
at C 81,810.46 Lakhs as against C 80,739.41 Lakhs in the
previous year.

At the EBITDA level, the company reported a profit
of C 2,973.03 Lakhs for the current year as compared
with C 4,371.64 Lakhs in the previous year. Company
ended up with net profit of C387.65 lakhs as compared to
Profit of C 1,459.93 Lakhs in the previous year.

DIVIDEND

The Company continues to consistently reward its
shareholders with steady dividend payout. The Board
has recommended a dividend of C2.00/- per Equity Share
of 10.00/- each (20% of face value) for FY 2024-25.
Dividend payout is subject to the approval of members at
the ensuing 13th 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/investors/
policies-code-of-conduct/.

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 ("I EPF 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 ("I EPF").

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.

Unpaid/unclaimed dividend for the financial year 2017-18
shall be due for transfer to the Fund on 27th November,
2025. Members are requested to verify their records
and send their claim, if any, for the 2017-18 before such
amount become due for transfer. Communications are
sent to members, who have not yet claimed final dividend
for 2017-18, 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:

Financial year

Date of Declaration of
dividend

Due date of Transfer
to IEPF

2017-18

22.09.2018

27.1 1.2025

2018-19

19.09.2019

24.1 1.2026

2019-20 (interim)

14.03.2020

19.05.2027

2020-21

22.09.2021

27.1 1.2028

2021-22

23.07.2022

27.09.2029

2022-23

30.09.2023

05.12.2030

2023-24

27.09.2024

02.12.2031

Accordingly, the Company has sent individual letters
through ordinary post and e-mail to such shareholders,
whose dividend from the year 2017-18 has remained
unclaimed, requesting them to claim the amount of unpaid
dividend on or before the date on which Company must
transfer the related shares to the demat account of IEPF.
The Company also publishes, on an annual basis, a notice
in the newspapers intimating the members regarding the
said transfer. These details are also be made available
on its website at
https://apexfrozenfoods.in/wp-content/
uploads/2025/05/Statement-of-Unclaimed-Dividend-
FY-2017-18.pdf

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 2024-25
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, 2025 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,

a. RE-APPOINTMENT OF MRS. DEEPTHI
TALLURI AS INDEPENDENT DIRECTOR

Mrs. Deepthi Talluri (DIN 08726143) completed
her first term of five consecutive years as Non¬
Executive Women Independent Director of the
Company on March 30, 2025. The Board based
on the recommendation of the Nomination and
Remuneration Committee and considering her
skills, experience and knowledge she possesses,
approved the re-appointment of Mrs. Deepthi
Talluri (DIN 08726143) for a second term of five
consecutive years with effect from 31st March,
2025 up to 30th March, 2030 at its meeting held on
February 01,2025, subject to the members approval.
The members of the Company approved the said re¬
appointment by way of a special resolution passed
at the EGM held on March 22, 2025.

Proposed reappointments forming part of 13th
AGM Notice:

b. RE-APPOINTMENT OF MR. B RAGHAVULU
NAIDU AS INDEPENDENT DIRECTOR

Mr. B. Raghavulu Naidu (DIN: 09158333) was
appointed as Non-executive Independent Director of
the Company, not liable to retire by rotation, for a term
of five consecutive years with effect from 04 June,
2021 up to 03rd June, 2026. On the recommendation
of the Nomination and Remuneration Committee
and the Board of Directors, the members of the
Company approved his appointment by way of
a special resolution passed at the AGM held on
22.09.2021.

His tenure of the first term of five consecutive years as
non-executive independent Director of the company

will complete on 3rd June, 2026. Considering the
skills, knowledge and experience of the aforesaid
director, the Board based on the recommendation
of the Nomination and Remuneration Committee,
approved the re-appointment of Mr. B. Raghavulu
Naidu (DIN: 09158333) as an Independent Director
for a second term of five consecutive years with
effect from 04th June, 2026 up to 03rd June, 2031
at its meeting held on 06.09.2025, subject to the
approval of the members at the ensuing AGM.

c. RE-APPOINTMENT OF MR. GOVINDAREDDY
KRISHNAMOORTHY AS INDEPENDENT
DIRECTOR

Mr. Govindareddy Krishnamoorthy (DIN: 09208749),
was appointed as Non-executive Independent
Director of the Company, not liable to retire by
rotation, for a term of five consecutive years
with effect from 22nd June, 2021 up to 21st June,
2026. On the recommendation of the Nomination
and Remuneration Committee and the Board of
Directors, the members of the Company approved
the said appointment by way of a special resolution
passed at the AGM held on 22.09.2021.

His tenure of the first term of five consecutive
years as non-executive independent Director of
the company will complete on 21st June, 2026.
Considering his skills, knowledge and experience,
the Board based on the recommendation of the
Nomination and Remuneration Committee, approved
the re-appointment of Mr. B. Raghavulu Naidu (DIN:
09158333) as independent Director for a second
term of five consecutive years with effect from 22nd
June, 2026 up to 21st June, 2031 at its meeting
held on 06.09.2025, subject to the approval of the
members at the ensuing AGM.

Further, the said director attains the age of 75
years on 07.06.2029. Pursuant to Regulation 17(1A)
of SEBI LODR, 2025, prior approval of members is
required for appointment of Independent Director
who is above the age of 75 years. As he attains
the age of 75 years during the term of his office as
Independent Director i.e., on 07.06.2029, approval of
members is sought in the ensuing AGM including his
reappointment for the second term and continuance
of directorship after attaining the age of 75 years.

d. RE-APPOINTMENT MR. K SATYANARAYANA
MURTHY (DIN 05107525), AS EXECUTIVE
CHAIRMAN OF THE COMPANY

Current tenure of Mr. Karuturi Satyanarayana
Murthy (DIN 05107525), Executive Chairman of the
Company will expire on 30th November, 2025. The
Board of Directors at its meeting held on 06.09.202,
based on the recommendation of Nomination
and Remuneration Committee and subject to
shareholders' approval, re-appointed Mr. Karuturi

Satyanarayana Murthy (DIN 05107525), as an
Executive Director (designated as an "Executive
Chairman") of the Company for a period of three
years with effect from December 1, 2025, liable to
retire by rotation.

e. RE-APPOINTMENT MR. KARUTURI
SUBRAHMANYA CHOWDARY (DIN
03619259), AS MANAGING DIRECTOR OF
THE COMPANY

Current tenure of Mr. Karuturi Subrahmanya
Chowdary (DIN 03619259), Managing Director of the
Company will expire on 30th November, 2025. The
Board of Directors at its meeting held on 06.09.2025,
based on the recommendation of Nomination
and Remuneration Committee and subject to
shareholders' approval, re-appointed Mr. Karuturi
Subrahmanya Chowdary (DIN 03619259), as
Managing Director of the Company for a period of
three years with effect from December 1, 2025,
liable to retire by rotation.

f. RE-APPOINTMENT MRS. NEELIMA DEVI
KARUTURI (DIN 06765515) AS WHOLE TIME
DIRECTOR

Current tenure of Mrs. Neelima Devi Karuturi (DIN
06765515), Whole Time Director of the Company will
expire on 31st January, 2026. The Board of Directors
at its meeting held on 06.09.2025, based on the
recommendation of Nomination and Remuneration
Committee and subject to shareholders' approval,
re-appointed Mrs. Neelima Devi Karuturi (DIN
06765515), as Whole Time Director of the Company
for a period of three years with effect from February
1, 2026, liable to retire by rotation.

g. Pursuant to the provisions of section 152 of the
Companies Act, 2013 and the Articles of Association
of the Company, Mrs. Karuturi Neelima Devi (DIN
06765515), Whole Time Director of the Company,
is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible, has offered
herself for re-appointment. The Board recommends
her re-appointment.

KEY MANAGERIAL PERSONNEL

The following persons functioned as Key Managerial

Personnel during the year:

Mr. Karuturi Satyanarayana
Murthy

- Chairman Executive director

Mr. Karuturi Subrahmanya
Chowdary

- Managing Director & CFO

Mrs. Karuturi Neelima Devi

- Whole time Director

Ms. Swathi Reddy B

- Company Secretary &
Compliance officer

BOARD MEETINGS:

During the financial year, the Board met 4 (Four) times i.e.
on 24.05.2024, 10.08.2024, 12.11.2024, and 01.02.2025.
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 31.03.2025
are as follows:

Mr. Govindareddy

Chairman

Krishnamoorthy

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 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 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 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
https://
apexfrozenfoods.in/investors/policies-code-of-conduct/

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

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 FY2025 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 at https://
apexfrozenfoods.in/investors/annual-reports/

ANNUAL SECRETARIAL COMPLIANCE
REPORT

A Secretarial Compliance Report for the financial year
ended 31st March, 2025 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 15th Annual General Meeting of the Company.

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 .

The Statutory Auditors were present in the last AGM.

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

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 2024-25. The Report of the Secretarial
Auditor is annexed to this report as
Annexure - II.

Extract of Observations

1. Company's Directors and Officers (D&O)
insurance policy had expired; however, the
same was subsequently renewed post closure
of financial year 2024-25 and is valid as on the
date of this report.

2. Company transferred the CSR amount of
C23,00,000/- relating to ongoing CSR Project
for FY 2024-25 with a delay of 15 days beyond
the prescribed timeline

Explanation given by the Company

1. 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.

2. During the financial year ended March 31,
2025, the Company identified an unspent
CSR amount pertaining to an ongoing project.
Although the transfer to the designated Unspent
CSR Account was due by April 30, 2025, the
Company inadvertently missed the deadline
due to a procedural oversight. The delay
was unintentional and occurred despite the
Company's commitment to compliance. Upon
discovering the lapse, company transferred the
said amount immediately i.e. on May 16, 2025.

Subsequent to the financial year, pursuant to the provisions
of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A and other
applicable provisions of the SEBI Listing Regulations
and based on the recommendation of audit committee,
the Board of Directors has approved the appointment of
M/s. A.S Ram Kumar and Associates. (Firm Registration
No. P2001AP000500, Peer Review No.: 6182/2024), a
Peer Reviewed Firm of Company Secretaries in Practice,
Hyderabad as a Secretarial Auditor of the Company for a
period of five consecutive years commencing from 2025¬
26 till 2029-30, subject to approval of the shareholders
of the Company at the ensuing Annual General Meeting.

M/s. A.S Ram Kumar and Associates., Company
Secretaries have given their consent to act as Secretarial
Auditors of the Company and confirmed that their
aforesaid appointment, if made, would be within the

prescribed limits under the Act & Rules made thereunder
and SEBI Listing Regulations and that they have no
conflict of interest.

They have also confirmed that they are not disqualified
to be appointed as Secretarial Auditors in terms of the
provisions of the Act & Rules made thereunder and SEBI
Listing Regulations.

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.

Number of Complaints received :

0

Number of Complaints disposed :

0

Number of cases pending for more than 90 days :

0

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 -Ill 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/

COMPLIANCE OF PROVISIONS OF
MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of
Maternity Benefit Act, 1961.

BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORT

Pursuant to the Regulation 34 of the SEBI Listing
Regulations, Business Responsibility & Sustainability
Report for the year ended 31st March, 2025 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 Company continues to strengthen its renewable
energy initiatives. A Rooftop Solar Power Generation
facility of 1 Megawatt at the G. Ragampet processing
plant has been fully operational, generating about
1.34 million units of electricity during the year, thereby
supporting captive consumption and reducing
dependence on conventional power sources.

In addition, the Company has augmented its
solar capacity by 1.5 Megawatts across all three
processing units. The installations, completed
subsequent to the close of the financial year,
comprise 0.550 MW at Tallarevu, 0.467 MW at
Panasapadu, and 0.488 MW at Ragampet. This
expansion is expected to deliver significant savings
in power costs and enhance the overall energy
efficiency of operations in the coming years.

III. The capital investment on energy conservation
equipment's; 321.43 lakhs

Technology absorption: NOT APPLICABLE

Foreign exchange earnings and outgo:

in I

Particulars

Year ended
31.03.2025

Year ended
31.03.2024

Earnings in Foreign

75914.07

71,614.71

Exchange

Foreign Exchange

5643.61

4,748.77

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 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 gratefully acknowledges the commitment and
support of the Company's employees, whose efforts
have been integral to its performance. The Board also
expresses its thanks to the banking partners, the Central
and State Governments, and local authorities for their
invaluable cooperation throughout the year.

Above all, the Board extends its heartfelt appreciation
to the Members of the Company for their unwavering
confidence and faith in its growth and well-being.

On Behalf of the Board
For Apex Frozen Foods Limited

Sd/- Sd/-

Place: Panasapadu, Kakinada K. Subrahmanya Chowdary K. Satyanarayana Murthy

Date: 06.09.2025 Managing Director & CFO Chairman & Executive Director

DIN 03619259 DIN 05107525