In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("I EPF Rules"), dividends of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the company to the Investor Education and Protection Fund ("I EPF").

Pursuant to section 124(6) of Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (the 'IEPF Rules'), all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company to the IEPF, within 30 days of such shares becoming due for transfer.

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

Given below are the dates when the unclaimed dividend amount is due for transfer to the IEPF by the Company:

There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year 2024-25 and the date of the report.

During the year under review, the Company has not transferred any amount to the General Reserve.

During the financial year, the Company has neither invited nor accepted/ renewed any deposits from the public within the meaning of Section 73 and 74 of the Companies Act, 2013 (the 'Act') read with the Companies (Acceptance of Deposits) Rules, 2014..

The Authorised Share Capital of the Company as on date of Balance Sheet is 36,00,00,000/- divided into 3,60,00,000 equity shares of 10/- each.

The paid-up share capital of the company as on date of balance sheet is 31,25,00,000/- divided into 3,12,50,000 equity shares of 10/- each.

There was no change in the capital structure of the company

As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on March 31, 2025 100% of the Company's total paid up capital representing 3,12,50,000 shares are in dematerialized form.

Your Company has not issued any equity shares with differential rights, Sweat equity shares, Employee stock options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 62 of the companies Act 2013 respectively.

During the year under review,

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

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

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

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

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

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

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

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

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

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

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

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

The following persons functioned as Key Managerial

Personnel during the year:

During the financial year, the Board met 4 (Four) times i.e. on 24.05.2024, 10.08.2024, 12.11.2024, and 01.02.2025. The meeting details are provided in the corporate governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

The Audit Committee was constituted pursuant to the Board meeting held on 27.01.2017 and reconstituted w.e.f. 01.01.2022. The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013.

The members of the Audit Committee as on 31.03.2025 are as follows:

None of the recommendations made by the Audit Committee were rejected by the Board. During the year under review, the Audit Committee met 4 times.

The details of the Committees of the Board viz., Audit Committee, Nomination and Remuneration Committee, CSR Committee, Stakeholders Relationship Committee and Risk Management Committee are provided in the Report on Corporate Governance, which forms part of the Annual Report.

The details of the separate meeting of the Independent Directors are reported in the Report on Corporate Governance, which forms part of the Board's Report.

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act and the Listing Regulations; and

b) they have registered their names in the Independent Directors' Databank.

In the opinion of the Board, the independent directors fulfil the conditions specified in the Act as well as the Rules made thereunder and have complied with the code

for independent directors prescribed in Schedule IV to the Act.

All new Independent Directors (IDs) inducted into the Board are presented with an overview of the Company's business operations, products, organization structures and about the Board constitution and its procedures. A policy on familiarization program for IDs has also been adopted by the Company. Policy for familiarisation of Independent Directors is available at https:// apexfrozenfoods.in/investors/policies-code-of-conduct/

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company

for redressal. No person has been denied access to the Chairman of the Audit Committee of Directors

Risk management is embedded in your Company's operating framework. Your Company believes that managing risks helps in maximizing returns. The Company's approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating risks and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. The Audit Committee of Directors has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Board has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. Details of composition, scope of terms of reference of committee and other related details are set out in the Report on Corporate Governance which forms part of this Report.

There are no transactions with related parties except remuneration to Key Managerial Persons as mentioned in notes to accounts, which fall under the scope of section 188(1) of the Companies Act, 2013.

During the year under review there were no loans, guarantees or investments made by the Company, under Section 186 of the Companies Act, 2013 and hence the said provisions are not applicable.

The details of credit ratings obtained by the Company and any revision thereto are disclosed in the Corporate Governance Report, which forms part of the Annual Report

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Your Company don't have any subsidiary or Joint Ventures or Associate Company. It is not a subsidiary or Joint Venture or Associate to any other Company.

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies

(Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company for FY2025 which will be filed with Registrar of Companies/MCA, will be uploaded on the Company's website and can be accessed at is available on the Company's website and can be accessed at https:// apexfrozenfoods.in/investors/annual-reports/

A Secretarial Compliance Report for the financial year ended 31^st March, 2025 on compliance of all applicable SEBI Regulations and circulars / guidelines, has submitted to the stock exchanges within 60 days of the end of the financial year. M/s. A.S. Ramkumar & Associates, Company Secretaries were engaged to issue the same.

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

Your company's philosophy on Corporate Governance sets the goal of achieving the highest level of transparency with integrity in all its dealings with its stakeholders including shareholders, employees, lenders and others. A report on Corporate Governance along with a Certificate from M/S A.S. Ramkumar & Associates, Company Secretaries regarding the Compliance of Conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations forms part of the Annual Report as Annexure -I

M/s Padmanabhan Ramani &Ramanujan, Chartered Accountants, Chennai, (Firm Reg.No. 002510S) were appointed as Statutory Auditors of the Company at Annual General meeting held on 23.07.2022 to hold the office for a period of 5 years, until the conclusion of 15^th Annual General Meeting of the Company.

The Statutory Auditor's report does not contain any qualifications, reservations, adverse remarks or disclaimers. The observations made in the Auditors' Report are self-explanatory and therefore, don't call for any further comments u/s 134 of the Companies Act, 2013 .

The Statutory Auditors were present in the last AGM.

The Board of Directors at their meeting held on 14.08.2023 have appointed M/s. Praturi & Sriram, Chartered Accountants, Hyderabad, as the Internal

Auditors of your company. The Internal Auditors had submitted their reports to the management.

The Board has appointed M/s. A.S Ram Kumar and Associates, Company Secretaries in Practice, to carry the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2024-25. The Report of the Secretarial Auditor is annexed to this report as Annexure - II.

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

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

1. Due to administrative reasons, company has not renewed D&O insurance policy upon its initial expiry which has been subsequently renewed and we are committed to ensuring that all future renewals are processed timely.

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

Subsequent to the financial year, pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A and other applicable provisions of the SEBI Listing Regulations and based on the recommendation of audit committee, the Board of Directors has approved the appointment of M/s. A.S Ram Kumar and Associates. (Firm Registration No. P2001AP000500, Peer Review No.: 6182/2024), a Peer Reviewed Firm of Company Secretaries in Practice, Hyderabad as a Secretarial Auditor of the Company for a period of five consecutive years commencing from 202526 till 2029-30, subject to approval of the shareholders of the Company at the ensuing Annual General Meeting.

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

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

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

The Statutory Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under section 143(12) of the Act, during the year under review.

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ('PoSH Act') and Rules framed thereunder.

The Company has in place the requisite Internal Complaints Committee as envisaged under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure -Ill which forms part of this Report.

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

Pursuant to the Regulation 34 of the SEBI Listing Regulations, Business Responsibility & Sustainability Report for the year ended 31^st March, 2025 is provided

separately and annexed to the Directors' Report as "Annexure-IV".

I. The steps taken or impact on conservation of energy:

a. Power saving initiatives taken by installation of Voltage frequency drives in machinery.

II. The Company continues to strengthen its renewable energy initiatives. A Rooftop Solar Power Generation facility of 1 Megawatt at the G. Ragampet processing plant has been fully operational, generating about 1.34 million units of electricity during the year, thereby supporting captive consumption and reducing dependence on conventional power sources.

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

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

Technology absorption: NOT APPLICABLE

Foreign exchange earnings and outgo:

The information required under Section 197 of the Act and the Rules made thereunder, in respect of employees of the Company has been disclosed in 'Annexure V'.

The Management Discussion and Analysis as required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is incorporated herein by reference and forms an integral part of this report as Annexure -VI

Your Company's internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such IFCs with reference to the Financial Statements are adequate.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

The maintenance of Cost Records has not been specified by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the business activities carried on by the Company.

There were no material orders passed by the Regulators or courts or tribunals impacting the going concern status and company's operations in future.

During the year under review, there were no applications made or proceedings pending in the name of the company under IBC, 2016

During the year under review, there were no one time settlement of loan taken from banks and financial institutions.

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company's vision. Your Company appreciates the spirit of its dedicated employees.

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

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