Directors Report of Apollo Ingredients Ltd.

Mar 31, 2025

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:

PARTICULARS	Standalone Financial Statements
	2024-2025	2023-2024
Net Sales /Income from Business Operations	307.48	100.00
Other Income	.71	0.30
Total Income	308.19	100.30
Less: Total Expenses	295.01	92.07
Profit/(Loss) before Exceptional Item and tax	13.18	8.23
Less: Exceptional Item	-	-
Profit/(Loss) before tax	13.18	8.23
Less: Current Income Tax	3.42	2.14
Less: Deferred Tax	-	-
Net Profit/(Loss) after Tax	9.75	6.09
Earning per share (Basic)	2.44	1.52
Earning per Share (Diluted)	2.44	1.52

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:

S. No.	Name of Director	DIN	Designation
1.	Lovely Ghanshyam Mutreja	03307922	Managing Director
2.	James Mody	08072328	Director
3.	Kirit Ghanshyam Mutreja	07514391	Director
4.	Suvarna Ramchandra Shinde	09751614	Independent Director
5.	Maharshi Anand Tomar	10272427	Independent Director

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

S. No.	Name of Director	DIN	Cessation/Appointment	Effective Date	Designation
1.	Lalita Ghanshyam Mutreja	07514392	Cessation	08/08/2024	Non¬ Executive Director
2.	James Mody	08072328	Appointment	09/08/2024	Non¬ Executive Director

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:

S.No.	Name of KMP	Designation
1	Lovely Ghanshyam Mutreja	Managing Director
3	Lalita Ghanshyam Mutreja	Chief Financial Officer
4	Ayushi Agrawal	Company Secretary and Compliance officer

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

S. No.	Name of Director	DIN/PAN	Cessation/Appointme nt	Effective Date	Designation
1.	Satya Nayak	AMIPN9822H	Cessation	19/07/2024	Chief Financial Officer
2.	Lalita Ghanshyam Mutreja	AQRPM8725 B	Appointment	09/08/2024	Chief Financial Officer

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:

S.No.	Meeting	Date
1.	Board Meeting	28/05/2024
2.	Board Meeting	18/07/2024
3.	Board Meeting	09/08/2024
4.	Board Meeting	28/08/2024

5.	Board Meeting	08/10/2024
6.	Board Meeting	13/11/2024
7.	Board Meeting	12/02/2025

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:

S.No.	Name	Category	Designation
1.	Suvarna Ramchandra Shinde	Independent Director	Chairperson
2.	Kirit Ghanshyam Mutreja	Director	Member
3.	Maharshi Anand Tomar	Independent Director	Member

Reconstitution of Audit Committee from 09/08/2024:

S.No.	Name	Category	Designation
1	Suvarna Ramchandra Shinde	Independent Director	Chairperson
2	James Mody	Director	Member
3	Maharshi Anand Tomar	Independent Director	Member

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:

S.No.	Name	Category	Designation
1.	Suvarna Ramchandra Shinde	Independent Director	Chairperson
2.	Kirit Ghanshyam Mutrej a	Director	Member
3.	Maharshi Anand Tomar	Independent Director	Member

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

S.No.	Name	Category	Designation
1	Suvarna Ramchandra Shinde	Independent Director	Chairperson
2	James Mody	Director	Member
3	Maharshi Anand Tomar	Independent Director	Member

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:

S.No.	Name	Category	Designation
1.	Suvarna Ramchandra Shinde	Independent Director	Chairperson
2.	Kirit Ghanshyam Mutreja	Director	Member
3.	Maharshi Anand Tomar	Independent Director	Member

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

S.No.	Name	Category	Designation
1	Suvarna Ramchandra Shinde	Independent Director	Chairperson
2	James Mody	Director	Member
3	Maharshi Anand Tomar	Independent Director	Member

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:

S.No.	Name	Category	Designation
1.	Kirit Ghanshyam Mutreja	Director	Chairperson
2.	Lovely Ghanshyam Mutreja	Managing Director	Member
3.	Suvarna Ramchandra Shinde	Independent Director	Member

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

---

Mar 31, 2024

Your Directors are pleased to present their 44^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, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE
COMPANY

The Company Financial Performance (Standalone) for the financial year ended on 31^st
March, 2024 under review is given hereunder:

(Amount in Lakhs)

PARTICULARS	Standalone Financial Statements
	2023-2024	2022-2023
Net Sales /Income from Business Operations	100.00	-
Other Income	0.30	3.24
Total Income	100.30	3.24
Less: Total Expenses	92.07	10.57
Profit/(Loss) before Exceptional Item and tax	8.23	(7.33)
Less: Exceptional Item	-	-
Profit/(Loss) before tax	8.23	(7.33)
Less: Current Income Tax	2.14	-
Less: Deferred Tax	-	-
Net Profit/(Loss) after Tax	6.09	(7.33)
Earning per share (Basic)	1.52	(183)
Earning per Share (Diluted)	1.52	(183)

2. REVIEW OF OPERATIONS

During the year under review, the Standalone total Income was Rs.100.30 lakhs against
Rs.3.24 lakhs for the corresponding previous year.

Total Comprehensive profit for the period was Rs. 6.09 lakhs as against the loss of Rs.
7.33 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, 2024. 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

Pursuant to change in Management there are few changes in the nature of business which
are as follows:

• The new set of Memorandum of Association as per Companies Act, 2013 with change
of main object of the Company has been adopted by the Shareholders at the AGM
held on September, 12^th 2023. The changes in the main object of the Company are as
follows:

“To provide in India or elsewhere the business of manufacturing, producing,
importing, exporting and to deal in total healthcare solution in Ayurvedic,
homeopathic, allopathic medicines and to carry out medical & clinical audits,
Medical, healthcare, hospital facility planning from concept to commissioning and
post commissioning managing health care institutions of any kind, public or private
and to establish and run hospitals/ healthcare institutions, diagnostic centre, health
spa, wellness centre, pathology, life science and stem cell depositories and to provide
support services such as housekeeping, security, technical & clinical, para medical
and nursing human resources to health care & other organizations public or private
and to launch hospitals and develop strategic concepts, business development policies
for health care and health solutions.”

Note: Clause III of the MOA be altered by substituting PART A with the above and
PARTB containing objects incidental or ancillary to the attainment of the main object
will be altered accordingly.

• The name of the company has been changed from ‘Indsoya Limited’ to the new name
‘Apollo Ingredients Limited’ with effect from September 12^th, 2023.

• The Registered office of the Company has been shifted from Mumbai to Thane within
the jurisdiction of same Registrar of Companies, Mumbai with effect from September
12, 2023. The new Registered office is at “Office no. A-1, Nalandapushp, CHS,
Sector 2, Mittal Enclave, Naigaon, East Thane, Thane, Maharashtra- 401201, India.”

• The Company has shifted its corporate office at the Board meeting held on August
10^th 2023. The new Corporate office is at “Office no. A-1, Nalandapushp, CHS,
Sector 2, Mittal Enclave, Naigaon, East Thane, Thane, Maharashtra- 401201, India.”

• The Company with effect from September 12^th, 2023 has increased its authorized
share capital from Existing Rs. 50,00,000/- (Rupees Fifty Lakhs) divided into

10.00. 000 (Ten Lakhs) Equity Shares of Rs. 05/- (Rupees Five) each to Rs.

10.00. 00.000/- (Ten Crores) divided into 2,00,00,000 (Two Crore) Equity Shares of
Rs. 05/- each.

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

With new management company is going into major transformation in current and
coming financial years and will explore new markets and business opportunities as per
the Main objects of the Company.

9. SHARE CAPITAL

During the year, the Company''s authorized share capital was increased from Existing Rs.

50.00. 000/- (Rupees Fifty Lakhs) divided into 10,00,000 (Ten Lakhs) Equity Shares of
Rs. 05/- (Rupees Five) each to Rs. 10,00,00,000/- (Ten Crores) divided into 2,00,00,000
(Two Crore) Equity Shares of Rs. 05/- each.

As on 31st March, 2024, 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) Equity 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.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Changes in Directors:

• Directors as on 31^st March, 2024:

S. No.	Name of Director	DIN	Designation
1.	Lovely Ghanshyam Mutreja	03307922	Managing Director
2.	Lalita Ghanshyam Mutreja	07514392	Director
3.	Kirit Ghanshyam Mutrej a	07514391	Director
4.	Suvarna Ramchandra Shinde	09751614	Independent Director
5.	Maharshi Anand Tomar	10272427	Independent Director

• The Board of Directors at its meeting held on 10/08/2023, have approved the
appointment and resignation of below Directors:

S. No.	Name of Director	DIN	Cessation/Appointme nt	Effective Date	Designation
1	Rajvirendr a Singh Rajpurohit	0677093 1	Cessation	10/08/202 3	Independent Director
2	Maharshi Anand Tomar	1027242 7	Appointment	10/08/202 3	Independent Director

b) Key Managerial Personnel:

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel
of the Company are:

S.No.	Name of KMP	Designation
1	Lovely Ghanshyam Mutreja	Managing Director
3	Satya Nayak	Chief Financial Officer
4	Ayushi Agrawal	Company Secretary and Compliance officer

c) Declaration by Independent Director(s):

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, 6 (Six) 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 2023-2024:

S.No.	Meeting	Date
1.	Board Meeting	11/05/2023
2.	Board Meeting	29/05/2023
3.	Board Meeting	10/08/2023
4.	Board Meeting	14/08/2023
5.	Board Meeting	09/11/2023
6.	Board Meeting	12/02/2024

12. MEETINGS OF THE INDEPENDENT DIRECTORS

During the Financial Year 2023-2024, 1 (One) Meetings of Independent Directors were
held on 12/02/2024 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 2023-2024, 4 (four) Meetings were held on 29/05/2023,
10/08/2023, 09/11/2023, 12/02/2024. 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:

S.No.	Name	Category	Designation
1.	Suvarna Ramchandra Shinde	Independent Director	Chairperson
2.	Kirit Ghanshyam Mutreja	Director	Member
3.	Rajvirendra Singh Rajpurohit	Independent Director	Member

Reconstitution of Audit Committee from 10/08/2023:

S.No.	Name	Category	Designation
1	Suvarna Ramchandra Shinde	Independent Director	Chairperson
2	Kirit Ghanshyam Mutreja	Director	Member
3	Maharshi Anand Tomar	Independent Director	Member

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 2023-2024, 1 (One) Meetings were held on 10/08/2023.

The composition of the Committee constituted as under:

S.No.	Name	Category	Designation
1.	Suvarna Ramchandra Shinde	Independent Director	Chairperson
2.	Kirit Ghanshyam Mutrej a	Director	Member
3.	Rajvirendra Singh Rajpurohit	Independent Director	Member

Reconstitution of Nomination and Remuneration Committee from 10/08/2023:

S.No.	Name	Category	Designation
1	Suvarna Ramchandra Shinde	Independent Director	Chairperson
2	Kirit Ghanshyam Mutrej a	Director	Member
3	Maharshi Anand Tomar	Independent Director	Member

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 2023-2024, 1 (One) Meeting was held on 12/02/2024.

The composition of the Committee constituted as under:

S.No.	Name	Category	Designation
1.	Suvarna Ramchandra Shinde	Independent Director	Chairperson
2.	Kirit Ghanshyam Mutrej a	Director	Member
3.	Rajvirendra Singh Rajpurohit	Independent Director	Member

Reconstitution of Stakeholders Relationship Committee from 10/08/2023:

S.No.	Name	Category	Designation
1	Suvarna Ramchandra Shinde	Independent Director	Chairperson
2	Kirit Ghanshyam Mutrej a	Director	Member

3

Maharshi Anand Tomar

Independent Director

Member

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 2023-24. 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. Abhishek Sarda was appointed as an Internal Auditor of
the Company for the Financial Year 2023-24.

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
https://www.indsoya.com/ 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 in terms of Section 134 of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 is not applicable to the Company. 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 https://www.indsoya.com/

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 any 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, 2024
and the date of this Directors’ Report i.e., 28^th August, 2024 are as mentioned hereunder:

• Appointment of James Mody (DIN-08072328) as a Non- executive director of the
Company

• Resignation of Mr. Satya Nayak from the post of Chief Financial Officer (CFO) of the
Company.

• Resignation of Ms. Lalita Ghanshyam Mutreja (DIN- 07514392) from the post of
Non-Executive Director of the Company

• Appointment of Ms. Lalita Ghanshyam Mutreja (DIN- 07514392) as Chief Financial
Officer (CFO) of the Company.

• Change in designation of Mr. Kirit Ghanshyam Mutreja (DIN-07514391) from Whole
Time Director to Executive Director of the Company

37. DETAILS TN 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
https://www.indsoya.com/ 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: 28^th August, 2024
Place: Thane

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Mar 31, 2014

Dear Members,

The Directors have pleasure in submitting their 34thAnnual Report with the audited accounts for the year ended March 31, 2014.

OPERATIONS:

The operations of the company have resulted in a Profit After Tax of Rs. 11,80,976/- during the year ended March 31, 2014 as shown below

Financial data results (Amount in Rupees.)

Year ended Year ended 31st March 2014 31st March 2013

Profit / (Loss) Before Tax 16,84,425 44,11,852

Less: Provision for Tax 5,25,000 14,50,000

Less: Provision for Tax (earlier years) (21,551) -

Net Profit / (Loss) After Tax 11,80,976 29,61,852

Surplus brought from the previous year 84,29,162 54,67,310

Surplus / (Deficit) Carried to Balance Sheet 96,10,138 84,29,162

DIVIDEND:

In order to conserve the resources the Directors have not recommended any dividend for the financial year ended March 31, 2014.

DIRECTOR:

Mr. Kailash Chandra Dawda, Director of the Company retires at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment as Director.

AUDITORS AND AUDITORS OBSERVATIONS:

M/s. Shankarlal Jain and Associates, Chartered Accountants, retires as auditors of the Company at the ensuing Annual General Meeting and offer themselves for reappointment.

With regard to the Auditors observations, the same have been duly explained in the notes, hence does not require any further clarifications.

SECRETARIAL COMPLIANCE CERTIFICATE:

The Secretarial Compliance Certificate issued by a practicing Company Secretary pursuant to Section 383A of the Companies Act 1956 read with Rule 3 of Companies (Compliance Certificate) Rule, 2001 is annexed to this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

i) that in the preparation of the Annual Accounts for the year ended March 31, 2014, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures.

ii) that the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a fair view of the state of affairs of the Company at the year ended March 31, 2014 and of the profit of the Company for that period.

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing fraud and other irregularities.

iv) that the Directors had prepared the Annual Accounts for the year ended March 31, 2014 on a going concern basis.

PARTICULARS OF EMPLOYEES:

The particulars of the employees under the provision of section 217 (2A) of the Companies Act, 1956 are not given as no employees was in receipt of remuneration exceeding Rs.60,00,000/- p.a., if employed for the full year or Rs. 5,00,000/-p.m. if employed for part of the year.

INFORMATION PURSUANT TO SECTION 217 (1) (a):

The Company does not carry out any manufacturing activity therefore Rule 2 of the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988, pursuant to Section 217 (1) (a) of the Companies Act, 1956 is not applicable.

PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

This information is required as per Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors'' Report for the year ended March 31, 2014.

Since the Company''s operations involve low consumption of energy, the Company has no comments to offer as far as (a) conservation of energy and (b) Technology absorptions are concerned.

FOREIGN EXCHANGE:

The Foreign exchange earnings and foreign exchange expenditure during the period under consideration was NIL.



For and on behalf of the Board of Directors of INDSOYA LIMITED

Sd/- Sd/- Sarita Mansingka K. C. Dawda Director Director

PLACE: MUMBAI DATED: MAY 29, 2014

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Mar 31, 2012

The Directors have pleasure in submitting their 32nd Annual Report with the audited accounts for the year ended March 31, 2012.

OPERATIONS:

The operations of the company have resulted in a Net Profit of Rs. 1,302,187/- during the year ended March 31, 2012 as shown below

FINANCIAL DATA RESULTS:

(Amount in Rs.) Particulars Year ended Year ended 31st March 2012 31st March 2011

Sales 71,995,294 98,565,149

Other Income 4,553,263 3,319,598

Less :Expenditure 74,807,031 99,189,925

Depreciation 10,034 16,744

Profit / (Loss) before tax and 1,731,492 2,678,078

appropriations

Less: Provision for Current Tax 500,000 8,00,000

Less: Provision for earlier years (70,695) (37,043)

Net Profit / (Loss) after Tax 1,306,187 1,915,121

Add: Balance brought forward from 4,165,123 2,250,002

the previous year

Surplus / (Deficit) Carried to 5,467,310 4,165,123 Balance Sheet

DIVIDEND:

In order to conserve the resources of the Company, your Directors have not recommended any dividend for the financial year ended March 31, 2012.

DIRECTOR:

Mr. Prahlad Kumar Maheshwari, Director of the Company retires at the ensuing Annual General meeting and being eligible offers himself for reappointment as Directors.

AUDITORS AND AUDITORS OBSERVATIONS:

M/s. Shankarlal Jain and Associates, Chartered Accountants, retires as auditors of the Company at the ensuing Annual General Meeting and offer themselves for reappointment.

With regard to the Auditors observations, the same have been duly explained in the notes, hence does not require any further clarifications.

SECRETARIAL COMPLIANCE CERTIFICATE:

The Secretarial Compliance Certificate issued by a practicing Company Secretary pursuant to Section 383A of the Companies Act 1956 read with Rule 3 of Companies (Compliance Certificate) Rule, 2001 is annexed to this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

i) that in the preparation of the annual accounts for the year ended March 31, 2012, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a fair view of the state of affairs of the Company at the year ended March 31, 2012 and of the profit of the Company for that period.

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing fraud and other irregularities.

iv) that the Directors had prepared the annual accounts for the year ended March 31, 2012 on a going concern basis.

PARTICULARS OF EMPLOYEES;

The particulars of the employees under the provision of section 217(2A) of the Companies Act, 1956 are not given, as no employees was in receipt of remuneration exceeding Rs.60,00,000/- p.a., if employed for the full year or Rs. 5,00,000/- p.m. if employed for part of the year.

INFORMATION PURSUANT TO SECTION 217(lHa):

The Company does not carry out any manufacturing activity therefore Rule 2 of the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988, pursuant to Section 217(l)(a) of the Companies Act, 1956 is not applicable.

PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

This information is required as per Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors' Report for the year ended March 31, 2012.

Since the Company's operations involve low consumption of energy, the Company has no comments to offer as far as (a) conservation of energy and (b) Technology absorptions are concerned.

FOREIGN EXCHANGE:

The foreign exchange earnings and foreign exchange expenditure during the period under consideration was NIL.

For and on behalf of the Board of Directors of INDSOYA LIMITED

Sd/- Sd/- Sarita Mansingka K.C. Dawda Director Director

PLACE: MUMBAI

DATED: MAY 21, 2012

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Mar 31, 2010

The Directors have pleasure in submitting their 30th Annual Report with the audited accounts for the year ended March 31, 2010.

OPERATIONS :

The operations of the company have resulted in a Profit After Tax of Rs.7,66,596/- during the year ended March 31, 2010 as shown below

Financial data results (Amount in Rupees.)

Year ended Year ended 31st March 2010 31st March 2009

Profit / (Loss) Before Tax 11,94,881 9,26,660

Less: Provision for Tax 4,15,000 3,35,000

Less: Provision for Tax (earlier 13,285 - years)

Net Profit / (Loss) After Tax 7,66,596 5,87,660

Surplus brought from the 14,83,406 8,95,746 previous year

Surplus / (Deficit) Carried to 22,50,002 14,83,406 Balance Sheet

DIVIDEND :

In order to conserve the resources the Directors have not recommended any dividend for the financial year ended March 31, 2010.

DIRECTOR :

Mr. K.C. Dawda, Director of the Company retires at the ensuing Annual General meeting and being eligible offers himself for reappointment as Directors.

Mr. Ramchand Ajoomal, Director of the Company resigned from the directorship of the Company w.e.f 05/05/2010. The Board wishes to place on record his appreciation for the services rendered by him during his tenure with the Company.

Mr. P. K. Maheshwari and Mrs. Sarita Mansingka were appointed as Additional Directors by the board during the year and their appointment as director liable to retire by rotation is being sought in the ensuing Annual General Meeting, on being demanded by members for which necessary notices have been received by the Company

AUDITORS AND AUDITORS OBSERVATIONS ;

M/s. Shankarlal Jain and Associates, Chartered Accountants, retires as auditors of the Company at the ensuing Annual General Meeting and offer themselves for reappointment.

With regard to the Auditors observations, the same have been duly explained in the notes, hence does not require any further clarifications.

SECRETARIAL COMPLIANCE CERTIFICATE ;

The Secretarial Compliance Certificate issued by a practicing Company Secretary pursuant to Section 383A of the Companies Act 1956 read with Rule 3 of Companies (Compliance Certificate) Rule, 2001 is annexed to this Report.

DIRECTORS RESPONSIBILITY STATEMENT ;

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

i) that in the preparation of the Annual Accounts for the year ended March 31, 2010, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures.

ii) that the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a fair view of the state of affairs of the Company at the year ended March 31, 2010 and of the profit of the Company for that period.

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing fraud and other irregularities.

iv) that the Directors had prepared the Annual Accounts for the year ended March 31, 2010 on a going concern basis.

PARTICULARS OF EMPLOYEES :

The particulars of the employees under the provision of section 217 (2A) of the Companies Act, 1956 are not given as no employees was in receipt of remuneration exceeding Rs.24,00,000/- p.a., if employed for the full year or Rs. 2,00,000/-P.m. if employed for part of the year

INFORMATION PURSUANT TO SECTION 217 {1 (a):

The Company does not carry out any manufacturing activity therefore Rule 2 of the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988, pursuant to Section 217 (1) (a) of the Companies Act, 1956 is not applicable.

PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION ;

This information is required as per Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended March 31, 2010.

Since the Companys operations involve low consumption of energy, the Company has no comments to offer as far as (a) conservation of energy and (b) Technology absorptions are concerned.

FOREIGN EXCHANGE ;

The Foreign exchange earnings and foreign exchange expenditure during the period under consideration was NIL.

For and on behalf of the Board of Directors of

INDSOYA LIMITED

Sarita Mansingka K. C. Dawda

DIRECTOR DIRECTOR

PLACE: MUMBAI

DATED: JULY 30, 2010

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Mar 31, 2009

The Directors have pleasure in presenting herewith their 29th Annual Report together with the Audited Accounts for the financial year ended on 31st March, 2009.

FINANCIAL RESULTS:

Year ended Year ended 31st March,2009 31st March,2008

Profit before tax 9,26,660 5,88,298

Deduct:

Provision for tax 3,35,000 1,85,000

Provision for fringe benefit tax 4,000 3,500

Net profit for the year 5,87,660 3,99,798

Surplus brought forward from Previous year 8,95,746 4,95,948

Surplus carried to the balance Sheet 14,83,406 8,95,746

DIVIDEND:

In order to conserve the resources the Directors have not recommended any dividend for the financial year ended on 31st March, 2009

DIRECTORS:

Shri KX.Dawda retires by rotation and being eligible offers himself for re-appointment.

DIRECTORS RESONSIBILITY:

Pursuant to Section 217(2AA) of the Companies Act, 1956 your directors confirm that:

(i) in the preparation of the annual accounts the applicable accounting standards has been followed

(ii) they had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March, 2009 and of the profit of the company for the year ended on 31st March, 2009

(iii) they had taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

(iv) they had prepared the accounts on "going concern basis".

TECHNOLOGY ABSORPTION. RESEARCH & DEVELOPMENT:

Since the company is not involved in manufacturing activity, the information as required under Section 217(l)(e) of the Companies Act, 1956 is not furnished. Likewise the question of environment and pollution control does not arise.

FOREIGN EXCHNAGE:

There was no foreign exchange earning nor any foreign exchange outgoings as such during the year under report.

PARTICULARS OF EMPLOYEES:

The company has no employee of the category specified under section 217(2 A) of the Companies Act, 1956.

AUDITORS:

The Auditors M/s. Shankarlal Jain & Associates retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

K.C.Dawda

Director. Place: Mumbai Date: 31/7/2009.