Your Directors are pleased to present their 45 ^th Annual Report on the state of affairs of the Company
together with the Audited Financial Statement (Standalone) of Accounts and the Auditors’ Report of
Apollo Ingredients Limited (formerly known as Indsoya Limited) [“the Company’] for the year ended
31^st March, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Company Financial Performance (Standalone) for the financial year ended on 31^st March, 2025
under review is given hereunder:

2. REVIEW OF OPERATIONS

During the year under review, the Standalone total Income was Rs. 308.19 lakhs against Rs. 100.30
lakhs for the corresponding previous year.

Total Comprehensive profit for the period was Rs. 9.75 lakhs as against Rs. 6.09 lakhs in the
corresponding previous year.

The Company is deploying its resources in the best possible way to increase business volumes and
plans to achieve increased business.

3. DIVIDENDS

In order to conserve resources for future growth and expansion, the Directors do not recommend
any dividend on equity share capital of the Company for the Financial Year ended on 31st March,
2025. Also, dividend distribution policy is not applicable on the company.

4. TRANSFER TO RESERVES

As no transfer to any reserve is proposed, the entire balance available in the statement of profit and
loss is retained in it.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND
PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend
declared and paid last year.

6. CHANGE IN THE NATURE OF THE BUSINESS

No change in the nature of business activities during the year.

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the Listing Regulations is
annexed to the report as Annexure I and is incorporated herein by reference and forms an integral
part of this report.

8. BUSINESS OUTLOOK

The Company is poised to position itself as an integrated healthcare solutions provider with a multi¬
disciplinary approach. Leveraging its broad object clause, the Company intends to engage in the
manufacturing, import, and export of Ayurvedic, Homeopathic, and Allopathic medicines, while
also expanding into the planning, commissioning, and management of healthcare institutions
including hospitals, diagnostic centres, wellness centres, and pathology labs.

In addition, the Company aims to offer value-added services such as medical and clinical audits,
hospital consultancy, and healthcare manpower solutions including paramedical and nursing
support. With increasing demand for holistic, quality, and affordable healthcare, the Company plans
to capitalize on emerging opportunities across both traditional and modern systems of medicine,
infrastructure development, and healthcare support services—both in India and globally.

9. SHARE CAPITAL

As on 31 st March, 2025, the Authorised share capital of the Company is Rs. 10,00,00,000/- (Rupees
Ten Crore only) divided into 2,00,00,000 (Rupees Two Crore only) Equity Shares of Rs 05/-
(Rupees Five only) each; and Issued, Subscribed and Paid-up share capital of the Company is Rs.
20,00,000/- (Rupees Twenty Lakhs only) divided into 4,00,000 (Four Lakh) Equi ty Shares of Rs.
05.00/- (Rupees Five only) each. The Company has only one class of equity shares having at par
value of Rs. 05/- per share. Each holder of equity shares entitled to one vote per share.

Pursuant to the Letter of Offer dated 07th July, 2025, and subsequent allotment under the Rights
Issue in the ratio of 25:1 (i.e., twenty-five equity shares for every one equity share held), the
Company’s paid-up share capital was increased from Rs. 20,00,000/- (Rupees Twenty Lakhs only),
divided into 4,00,000 (Four Lakh) equity shares of Rs. 5/- (Rupees Five only) each, to Rs.
5,20,00,000/- (Rupees Five Crore Twenty Lakhs only), divided into 1,04,00,000 (One Crore Four
Lakh) equity shares of Rs. 5/- (Rupees Five only) each. The allotment of shares pursuant to the
Rights Issue was completed on 12th August, 2025.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Changes in Directors:

• Directors as on 31^st March, 2025:

• The Board of Directors at its meeting held on 09/08/2024, have approved the appointment
and resignation of below Directors:

b) Key Managerial Personnel:

• Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the
Company as on 31^st March, 2025:

• The Board of Directors at its meeting held on 09/08/2024, have approved the appointment and
resignation of below Key Managerial Personnel:

c) Declaration by Independent Directors'):

The company has received the necessary declaration from each Independent Directors in
accordance with Section 149 (7) of the Companies Act 2013, that they meets the criteria of
independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013 and
Regulation 16(1) (b) of the SEBI Listing Regulations.

All Independent Directors of the Company have affirmed compliance with the Schedule IV of
the Act and Company's Code of Conduct for Directors and Senior Management.

All the Independent Directors of the Company have complied with the requirement of inclusion
of their names in the data bank of Independent Directors maintained by Indian Institute of
Corporate Affairs and they meet the requirements of proficiency self-assessment test.

d) Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI
(LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its
own performance, the directors individually as well as the evaluation of the working of its
Committees. The Directors expressed satisfaction with the evaluation process.

11. MEETINGS OF THE BOARD

During the year, 7 (Seven) Board Meetings were convened and held, the details of which are given
below. The intervening gap between the two consecutive meetings was within the period prescribed
under the Companies Act, 2013, Secretarial Standards and the SEBI (LODR) Regulations, 2015.

The Meetings that were held in the financial year 2024-2025:

12. MEETINGS OF THE INDEPENDENT DIRECTORS

During the Financial Year 2024-2025, 1 (One) Meetings of Independent Directors were held on
12/02/2025 without the attendance of Non-Independent Directors and members of the Management.
The Independent directors in the meeting reviewed and assessed the following:

• The performance of Non-Independent Directors and the Board as a whole.

• The quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.

13. MEETINGS OF THE COMMITTEES

There are currently three committees of the Board, as following:

a. Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Board of
Directors with respect of auditing and accounting matters. It also supervises the Company’s
financial reporting process.

During the Financial Year 2024-2025, 5 (Five) Meetings were held on 28/05/2024, 09/08/2024,
08/10/2024, 13/11/2024, 12/02/2025. The time gap between any two meetings was not more
than 4 months and the Company has complied with all the requirements as mentioned under
the Listing Agreement/SEBI (LODR) Regulations, 2015 and the Companies Act, 2013.

The composition of the Committee is as under:

Reconstitution of Audit Committee from 09/08/2024:

b. Nomination and Remuneration Committee

The Committee’s constitution and terms of reference are in compliance with provisions of
section 178 of the Companies Act, 2013, Regulation 19 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from
time to time.

During the Financial Year 2024-2025, 1 (One) Meetings were held on 09/08/2024.

The composition of the Committee constituted as under:

Reconstitution of Nomination and Remuneration Committee from 09/08/2024.

c. Stakeholders Relationship Committee

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation
20 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Committee reviews Shareholder’s/ Investor’ s
complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition of
shares, split/ consolidation of share certificates, issue of duplicate share certificates etc. This
Committee is also empowered to consider and resolve the grievance of other stakeholders of
the Company including security holders.

During the Financial Year 2024-2025, 1 (One) Meeting was held on 12/02/2025.

The composition of the Committee constituted as under:

Reconstitution of Stakeholders Relationship Committee from 09/08/2024:

d. Right Issue Committee

The Board of Directors of the Company, at its meeting held on Tuesday, 8th October, 2024
constituted a Rights Issue Committee and authorized its members to decide on the terms and
conditions of the Issue, including but not limited to, the final Issue size/amount, rights
entitlement ratio, the issue price, record date, timing of the Rights Issue, approval of draft letter
of offer; appointment of intermediaries and legal counsel, if required; allotment of shares and
other related matters. Further, the Rights Issue Committee was dissolved following the
completion of the Rights Issue allotment on August 12, 2025.

During the Financial Year 2024-2025, 1 (One) Meeting was held on 26/11/2024.

The composition of the Committee constituted as under:

14. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a
policy for selection and appointment of Directors, Senior Management and their remuneration.

15. PARTICULARS OF EMPLOYEES

The provisions of Section 197 read with rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees to be
disclosed in the Report of Board of Directors are not applicable to the Company as none of the
employees was in receipt of remuneration in excess of Rs. 1.20 Crore per year during the financial
year 2024-25. Details regarding rule 5(1) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are disclosed in the Annexure III attached herewith this report.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2013, the Board of Directors of the
Company hereby confirms 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) The directors 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 and loss of
the company for that period;

(c) The directors 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 directors have prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

(f) The directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

17. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The company has no subsidiaries, joint ventures or associate companies. During the Financial Year,
no company ceased as Subsidiary, Joint Venture or Associate of the company.

18. STATUTORY AUDITORS:

In accordance with the provisions of Section 139 of the Companies Act 2013, and the rules made
thereunder, the Board on the recommendation of the Audit Committee, had appointed M/s. DMKH
& Co. Firm Registration No.: 116886W, as the statutory auditors of the Company, for a term of
five consecutive years, i.e., from the conclusion of the 42^ndAnnual General Meeting of the Company
(i.e held on 23^rd September, 2022) till the conclusion of the 47^th Annual General Meeting to be held
in the year 2027 and the said appointment with the approval of shareholders .

As required under the provisions of Section 139(1) and 141 of the Companies Act, 2013 read with
the Companies (Accounts and Auditors) Rules, 2014, the Company has received a written consent
and certificate from the auditors to the effect that they are eligible to continue as Statutory Auditor
of the Company.

19. AUDITORS’ REPORT

Explanation on Statutory Auditors comments:

The comments made in Auditors Report read with notes on accounts are self-explanatory and
therefore, in the opinion of the Directors, do not call for any further explanation.

20. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Ravi Patidar and Associates,
Practicing Company Secretaries have been appointed Secretarial Auditors of the Company. The
Secretarial Audit Report forms part of Annual report as Annexure II.

21. INTERNAL FINANCIAL CONTROLS AND ADEQUACY

The Company has in place adequate internal financial controls with reference to the financial
statement. The Internal Audit of the Company is regularly carried out to review the internal control
systems and processes. The Audit Committee of the Board periodically reviews the internal control
systems with the management, Internal Auditors and Statutory Auditors. Significant internal audit
findings are discussed and follow-ups are taken thereon. Further, Mr. Vivek Bharat Variya was
appointed as an Internal Auditor of the Company for the Financial Year 2025-26.

22. SHARES

Buy Back of Securities:

The Company has not bought back securities during the year under review.

Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares:

The Company has not issued any Bonus Shares were not issued during the year under review.
Employee Stock Option Plan:

The Company has not provided any Stock Option Scheme to the Employees.

23. VIGIL MECHANISM

The company has formulated a Whistle Blower Policy to provide Vigil Mechanism for employees
of the company to report genuine concerns. The provisions of this policy are in line with the
provisions of the Section 177 (9) of the Act and the Listing Regulations.

24. RISK MANAGEMENT POLICY

The Company's principal financial liabilities include trade and other payables. The Company's
principal financial assets include cash and cash equivalents and others. The Company is exposed to
liquidity risk and market risk. The Company’s senior management oversees the management of
these risks. The Company's senior management provides assurance that the Company’s financial
risk activities are governed by appropriate policies and procedures and that financial risks are
identified, measured and managed in accordance with the Company's policies and risk objectives.
Risk management policy of the company has been placed on the Company website at
www.apolloingredients.in presently; Regulation 21 of the SEBI LODR with respect to Risk
Management Committee is not applicable to your Company.

25. CORPORATE GOVERNANCE

As stipulated vide regulation 15(2) of the SEBI (LODR) Regulations, 2015, the requirement of
furnishing report on corporate governance is not applicable to your Company as it’s paid up capital
and net-worth is below the threshold limit prescribed for the purpose.

26. DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of
principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Full particulars of loans and guarantees given and investments made under Section 186 of the
Companies Act, 2013 are given separately in the Financial Statements of the Company read with
Notes to Accounts which may be read in conjunction with this Report.

28. RELATED PARTY TRANSACTIONS

All Related Party transactions that were entered into during the financial year under reference were
on the arm’s length basis and were in ordinary course of business and in compliance with the
applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. There are no materially significant related party transactions
between the Company and the Promoters, Directors, Key Managerial Personnel, Subsidiaries,
relatives or other designated persons, which may have a potential conflict with the interest of the
Company at large. Accordingly, particulars of contracts or arrangements with related parties
referred to in Section 188(1) along with the justification for entering into such contract or
arrangement in form AOC-2 as Annexure IV in terms of Section 134 of the Act read with Rule 8
of the Companies (Accounts) Rules, 2014 is applicable to the Company. Additionally, please refer
Note 20 of Notes to accounts for related party transactions as per IND AS-24 and Schedule V of
the SEBI (LODR) 2015 as amended from time to time.

All Related Party Transactions were placed before the Audit Committee and have been approved
by the Board. Omnibus approval of Audit Committee is obtained for the transactions that are
foreseen and repetitive in nature.

Your Company has formulated a policy on related party transactions, which is also available on
Company’s website www.apolloingredients.in

29. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE

a. Conservation of Energy, Technology Absorption

Company has limited scope for undertaking energy conservation exercises, but nevertheless
continues to emphasize work practices that result in conservation of energy. At the offices of
your Company, special emphasis is placed on installation of energy-efficient lighting devices,
use of natural light as best as possible, and adoption of effective procedures for conservation of
electricity, water, paper and other materials that consume natural resources.

b. Technology absorption

The activities of the Company do not as such involve any technology absorption or expenditure
on research and development. Nevertheless, the Company's endeavours would be to achieve
what is best possible in its business.

c. Foreign Exchange Earning and Outflow

During the year under review, there was no earning or outgoing in foreign exchange.

30. COST AUDIT

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable
provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014,
Cost Audit is not applicable to our Company.

31. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of rupees
five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of
rupees five crore or more during financial year shall constitute a Corporate Social Responsibility
(CSR) Committee of the Board. Your Company does not fall under the provisions of aforesaid
Section; therefore, CSR Committee has not been constituted.

32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every
individual working in Company’s premises through various interventions and practices. The
Company always endeavours to create and provide an environment that is free from discrimination
and harassment including sexual harassment.

During the year, pursuant to the legislation 'Prevention, Prohibition and Redressal of Sexual
Harassment of Women at Workplace Act, 2013' introduced by the Government of India, which
came into effect from 9 December 2013, the Company has framed a Policy on Prevention of Sexual
Harassment at Workplace. There was no case reported during the year under review under the said
Policy.

33. SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the
applicable secretarial standards issued by The Institute of Company Secretaries of India and such
systems are adequate and operating effectively.

34. DETAILS OF APPLICATION MADE OR PROCEDDING PENDING UNDER
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 the Insolvency and Bankruptcy Code, 2016.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS

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

36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

Material changes and commitments, affecting the financial position of the Company occurred
between the end of the Financial Year of the Company i.e., 31st March, 2025 and the date of this
Directors’ Report i.e., 2^nd September, 2025 are as mentioned hereunder:

During the financial year under review, the Board of Directors at its meeting held on 8th October,
2024, approved the raising of funds through the issuance of fully paid-up equity shares on a Rights
basis to the existing equity shareholders of the Company for an amount aggregating up to Rs. 5.00
crores (Rupees Five Crores only), in accordance with the applicable provisions of the Companies
Act, 2013, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other
applicable laws.

To facilitate and manage the Rights Issue, the Board constituted a Rights Issue Committee and
delegated authority to determine the terms and conditions of the Issue, including the final issue size,
rights entitlement ratio, issue price, record date, approval of offer documents, appointment of
intermediaries, allotment of shares, and other related matters. The Rights Issue Committee, at its
meeting held on 26th November, 2024, approved the Draft Letter of Offer ("DLOF"), subject to in¬
principle approval from BSE Limited.

The Company received in-principle approval from BSE Limited on 20th February, 2025.
Subsequently, the Rights Issue Committee, in its meeting held on 4th July, 2025, fixed the record
date as Monday, 7th July, 2025, for determining the eligible shareholders. On 7th July, 2025, the
Committee approved the Letter of Offer, Abridged Letter of Offer, and other application forms. The
Rights Issue opened on 16th July, 2025, and closed on 29th July, 2025.

Pursuant to the successful completion of the Rights Issue and upon receiving all necessary
approvals and compliance with applicable requirements, the allotment of 1,00,00,000 (One Crore)
equity shares of Rs. 5/- each was made on 12th August, 2025, to eligible shareholders who applied
under the Rights Issue. As a result, the Company’s paid-up share capital increased from Rs.
20,00,000/- (Rupees Twenty Lakhs only), divided into 4,00,000 equity shares of Rs. 5/- each, to
Rs. 5,20,00,000/- (Rupees Five Crores Twenty Lakhs only), divided into 1,04,00,000 equity shares
of Rs. 5/- each.

Post allotment, the Company filed the necessary listing and trading applications with BSE Limited,
and received approval for listing and trading of the Rights Equity Shares. The successful completion
of the Rights Issue has significantly strengthened the financial position and capital base of the
Company

37. DETAILS IN RESPECT OF FRAUD REPORTED BY THE AUDITOR

No fraud by the Company and no material fraud on the Company has been noticed or reported
during the year.

38. WEBSITE

As per Regulation 46 of SEBI (Listing, Obligation and Disclosure Requirements) Regulation, 2015,
the Company has maintained a functional website namely www. apolloingredients. in containing
basic information about the Company like: Details of business, financial information, shareholding
pattern, compliance, contact information of the designated officials of the Company who are
responsible for assisting and handling investor grievances for the benefit of all stakeholders of the
Company. The contents of the said website are updated on regular basis.

39. ACKNOWLEDGEMENT

The Board of Directors would like to acknowledge all its stakeholders and is grateful for the support
received from suppliers and business associates.

Your directors take this opportunity to place on record their appreciation and sincere gratitude to
the Government of India, Government of Maharashtra and the Bankers to the Company for their
valuable support and look forward to their continued co-operation in the years to come.

For and On Behalf of the Board of Directors

Apollo Ingredients Limited

(Formerly known as Indsoya Limited)

Sd/- Sd/-

Lovely Ghanshyam Mutreja Kirit Ghanshyam Mutreja

Managing Director Director

DIN: 03307922 DIN: 07514391

Date: 2^nd September, 2025
Place: Thane