Apcotex Industries Ltd

TO THE MEMBERS

Your Directors have pleasure in presenting to you the Thirty Eighth (38^th) Annual Report of the Company and the Audited Financial Statements for the year ended 31^st March 2024.

A. COMPANY PERFORMANCE

FINANCIAL HIGHLIGHTS

INTERIM DIVIDEND

Pursuant to the approval of the Board of Directors on 23^rd January 2024, the Company paid an interim dividend @ of ' 2.00/- (previous year - ' 2.00/-) per equity share of the face value of ' 2.00/- each to the Shareholders who were members of the Company as on 5^th February 2024, being the record date fixed for this purpose.

Interim Dividend absorbed a sum of ' 1,036.90 lakhs out of the net profits after tax for the financial year 2023-24.

FINAL DIVIDEND

Based on Company's performance, your Directors are pleased to recommend for approval of members, a final dividend @ of ' 3.50/- (previous year - ' 3.50/-) per equity share of the face value of ' 2.00/- each for the financial year 2023-24. Dividend, if approved, will absorb a sum of ' 1,814.57 Lakhs out of net profit after tax and will be paid to those Shareholders whose name appears on the Register of Members on 19^th day of July 2024.

The total dividend is ' 5.50 [Previous Year - ' 5.50 (275%)] for the financial year 2023-24, including the

Interim Dividend @ ' 2.00/- per Equity Share (100%) and Proposed Final Dividend @ ' 3.50/- per share (175%) per equity share of the face value of ' 2.00/- each. Total dividend payout for the financial year 2023-24 amounts to ' 2,851.47 Lakhs (Previous Year - ' 2,851.47 Lakhs).

According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. April 01, 2020 and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

The Dividend Distribution policy of the Company may be accessed at the following weblink:

https://apcotex.com/uploads/documents//

NDU0MjQ0-23-12-22.pdf

TRANSFER TO RESERVE

There is no amount proposed to be transferred to reserves out of profit of the financial year 2023-24.

B. RENEWABLE ENERGY

An income of ' 84.82 Lakhs (net) has been generated from renewable energy through wind turbine generator installed at Sadawaghapur, Taluka - Patan, District Satara and solar project at Taloja Plant during the financial year 2023-24 [Previous year - ' 85.80 Lakhs - (net)] which was netted off against the power cost.

C. DISCLOSURES UNDER COMPANIES ACT, 2013

I. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

The information under the provisions of Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure I, forming part of this report.

II. ANNUAL RETURN

The Annual Return has been placed on the website of the Company and can be accessed at https: //apcotex.com/uploads/documents// MzUxNjM4-01-07-24.pdf In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies within the prescribed timelines.

III. CHANGES IN THE SHARE CAPITAL

There is no change in the share capital of the Company during the financial year under review.

IV. FINANCIAL LIQUIDITY

The Company has Investments of ' 11,111.47 Lakhs (previous year ' 8,795.78 Lakhs) as at 31^st March 2024.

The working capital management of the company is robust and involves a well-organized process which facilitates continuous monitoring and control over receivables, inventories and other parameters affecting cash flow and liquidity.

V. NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on business policies and strategy apart from regular Board business. During the financial year under review, the Board of Directors met 5 times. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

The details of the Board Meetings and the attendance of Directors are provided in the Corporate Governance Report.

VI. COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of Mr. Kamlesh Vikamsey who is the Chairman of the Committee and Mrs. Priyamvada Bhumkar and Mr. Udayan Choksi, Non-Executive Independent Directors, as the Members. Further details on the committee are given in the Corporate Governance Report.

All the recommendations of the Audit committee are accepted by the Board.

VII. BOARD INDEPENDENCE

The definition of Independence of Directors is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmations/ disclosures received from the Independent Directors and on the basis of the evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013;

1. Dr. S. Sivaram

2. Mr. Shailesh Vaidya

3. Mr. Kamlesh Vikamsey

4. Mrs. Priyamvada Bhumkar

5. Mr. Udayan Choksi

6. Dr. Achala Danait

7. Ms. Priti Savla

8. Mr. Dinanath Kholkar

In compliance with Schedule IV of the Companies Act, 2013 and Rules thereunder, and SEBI (LODR) Regulations, 2015, the Independent Directors met on 6^th March 2024 to discuss issues as prescribed under the said Act and Regulations.

The Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in SEBI Listing Regulations and Companies Act, 2013 are independent of the management, possess requisite qualifications, experience, proficiency and expertise in the fields of finance, technical, research strategy, auditing, tax and risk advisory services, banking, financial services, investments and they hold highest standards of integrity.

VIII. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013 and Regulation 19 read with Schedule II of SEBI (LODR), Regulations, 2015, the Board of Directors has carried out the annual performance evaluation of its own performance, the Directors individually including the Chairman as well as the evaluation of Committees. A structured questionnaire was prepared covering various aspects of the Board's functioning such as adequacy of composition of Board and Committees, Board communication, timeliness and unbiased information of right length and quality of information, Board culture, execution and performance of specific duties, obligations and governance.

The results of evaluation of the Board and its Committees were shared with the Board and its respective Committees. The Chairperson of the Board had discussions with members of the Board to discuss the performance feedback based on self-appraisal and peer review. The Chairperson of Nomination and Remuneration Committee discussed the performance review with the Chairperson of the Board.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board, who were evaluated on parameters such as attendance and participation in the discussion and deliberation at the meeting, understanding role and responsibilities as board member, demonstration of knowledge, skill and experience that make him/ her a valuable resource for the board.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Executive Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

IX. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company is hosted on the website of the company at the following web link:

https://apcotex.com/uploads/documents// NTk2NzM4-23-12-22.pdf

The Company's Policy on Director's appointment and remuneration has been briefly discussed in the Corporate Governance Report.

Disclosure pertaining to remuneration and other details as required under section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure II to this Report.

X. STATUTORY AUDITOR AND AUDITORS REPORT

Based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the 37^th Annual General Meeting held on 19^th June 2023, appointed M/s. Manubhai & Shah LLP, Chartered Accountants (ICAI Firm Registration No. 106041W/W100136) as the Statutory Auditors for a term of five (5) years commencing from the conclusion of the 37^th Annual General Meeting until the conclusion of the Annual General Meeting to be held in the year 2028.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Manubhai & Shah, LLP Chartered Accountants, Statutory Auditors, in their report.

During the year, the Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company.

XI. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 your Directors had appointed M/s. D. S. Momaya & Co. LLP, to undertake the Secretarial Audit of your Company for the year ended 31^st March 2024.

The Secretarial Auditor have issued audit report for the year ended 31^st March 2024. The comments made by the Secretarial Auditors are selfexplanatory. Their report is annexed herewith as Annexure V to this Report.

XII. COST RECORDS AND COST AUDITORS

M/s. VJ Talati & Co, Cost Accountants, carried out the cost audit of the Company for the year under review. They have been re-appointed as cost auditors for the financial year ending 31 ^st March 2024.

A remuneration of ' 65,000/- (Rupees Sixty-Five Thousand only) plus applicable taxes and out of pocket expenses has been fixed for the Cost Auditors subject to the ratification of such fees by the shareholders at the 38^th AGM. The Company has maintained cost records as specified under sub-section (1) of section 148 of the Companies Act, 2013 and the same shall be audited by the cost auditor i.e. M/s. VJ Talati & Co, Cost Accountants for the financial year 2024-25.

XIII. RELATED PARTY TRANSACTIONS

All the related party transactions during the year are entered on arm's length basis and are in compliance

with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. There are no materially significant related party transactions entered into by the Company with Promoters, Directors or KMP etc., which may have potential conflict with the interest of the company at large.

All related party transactions are first approved by the Audit Committee and thereafter placed before the Board for their consideration and approval. A statement of all related party transactions is presented before the Audit Committee meeting on quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The particulars of Contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, read with Rule 15 of The Companies (Meetings of Board and its Powers) Rules 2014 is appended to this report in prescribed Form AOC 2 as Annexure III.

The Related Party Transaction Policy is uploaded on the company's website at the following web link: https://apcotex.com/uploads/documents//

ODIwMzMx-23-12-22.pdf

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

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

XV. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns in compliance with provision of section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015.

The Audit Committee of the Board oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of Company's Code of Conduct and/or Ethics Policy.

The details of the policy have been disclosed on the Company's website at https://apcotex.com/uploads/ documents//NzQzNzc5-23-12-22.pdf

XVI. CORPORATE GOVERNANCE

The Company has always strived to adopt appropriate standards for good Corporate Governance.

Detailed report on Corporate Governance forms a part of this report. A certificate from M/s. D.S. Momaya & Co. LLP, Company Secretaries regarding compliance of conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015 is annexed to the said report.

XVII. PARTICULARS OF LOANS AND INVESTMENTS MADE AND GUARANTEES GIVEN AND SECURITIES PROVIDED

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V to the SEBI Listing Regulations, disclosure on particulars relating to Loans, Guarantees and Investments are provided as a part of the financial statements in Note No. 5 and 10.

XVIII. RISK MANAGEMENT POLICY

The Company has a Risk Management Policy and has constituted a Risk Management Committee as required under Listing Regulations. The Risk Management Policy articulates the Company's approach to address uncertainties in its endeavour to achieve its stated explicit and implicit objectives. It prescribes the roles and responsibilities of various stakeholders within the Company, the structure for managing risks and the framework for risk management. The risk identification, assessment and mitigation process actively involves people at all levels in the management.

All risk identification, assessment and mitigation exercise are carried out before the annual planning exercise and the specific risk mitigation tasks along with resources are made part of the annual budgets and functional objectives for the coming year(s). These are reviewed periodically by the respective functions and necessary course corrections are made if necessary.

The details of the policy have been disclosed on the Company's website at:

https: //apcotex.com/uploads/documents// MzUvOTg1-23-12-22.pdf

D. CORPORATE SOCIAL RESPONSIBILITY

The Company has a Corporate Social Responsibility (CSR) Committee constituted in compliance with Section 135 of the Companies Act, 2013. The CSR policy of the Company is published on the Company's website at https://apcotex.com/uploads/documents// NzE3Njc5-23-12-22.pdf

CSR activities of the Company are carried directly and through Non-Government Organizations (NGOs), who have track record of minimum of 3 years in carrying out the activities, and other criteria as prescribed under Section 135 of the Companies Act, 2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy) Rules, as amended from time to time.

The Company has under-taken projects in the areas of Healthcare and Education, around the area surrounding the factories and corporate office which are as per Schedule VII of the Companies Act, 2013, brief details of which are as under:

During the year under review, the Company was required to spend ' 220.00 Lakhs, being 2% of the average net profit of the previous three financial years, against which Company had spent ' 197.78 Lakhs during the financial year 2023-24.

Further, an amount of ' 22.22 Lakhs which was on account of the unutilised CSR Project Expenditure of one of the Ongoing CSR Projects for Financial Year 2023-24, has been transferred to the Apcotex Industries Limited Unspent CSR Account 2023-24 within the requisite timeline. The amounts remained unutilised as on end of the financial year as the project was going slow as compared to the one planned at the beginning of the year.

The Company has carried out the various CSR activities through NGO Partners, some of the details are mentioned herein:

Uthaan/EdelGive Foundation

The Company has been working with an NGO called ^ Uthaan along with the Edelgive Foundation for more than 4 years now. They undertook a detailed survey of the villages surrounding the Valia plant and made a strategic plan to utilize the CSR funds for Water, Health, Sanitation and other activities which included building water sources, toilets and several training and health & hygiene awareness sessions.

As part of this project, the Company has supported formation of new Water, Sanitation, and Hygiene (WASH) committees in the targeted areas. Throughout the year, a total of 19 WASH trainings have been conducted, focusing on promoting health and well-being. These trainings aim to empower women to advocate for their rights to good health and hygiene, as well as to develop leadership skills. Additionally, awareness-building activities were organized with a focus on various stakeholders.

During this year, 141 toilets (new and repaired) and 18 new soak pits were completed.

The team continues to engage in regular conversations with residents to ensure proper waste management thereby reducing pollution and preventing illnesses caused by mosquito infestation. Further, 131 "chokadis"/ platforms were constructed in various villages which has yielded extremely positive results. The total contribution for the year to Uthaan was ' 49.00 lakhs.

Seva Sadan Society

Your company has collaborated with Seva Sadan Society, Mumbai to fund their English medium Secondary School completely (Standards 5 to 8) and Primary School partly (Stds. 1 to 4), in the Academic Year 2023-24. It has further supported the Society by contributing towards its IT infrastructure. The total funds contributed amounted to ' 40.50 lakhs.

Seva Sadan Society's English Medium School has an enrollment of 179 students. To improve the academic progress, various initiatives were taken like teachers's training session, technology classes, physical education classes, etc.

During the year under review, the School had also held various School Events and Competitions like Cleanliness Drive / Environment Week, Annual Sports Day, Founders' Day, School Picnic / Field Trip, Competitions at Prem Puri Ashram, etc.

Deepak Foundation

Your company had been working with Deepak Foundation for Skill Development for Women and Youths in Facility Management & Services around the Taloja Plant area. Necessary training has been imparted to 120 candidates in 6 batches. 86 of those candidates have secured employment or have opted for self-employment.

The Foundation had undertaken various activities during the year under review. Glimpses of some are as follows:

The details as required under Section 135 of the Companies Act, 2013 are provided in CSR Report which is annexed herewith as Annexure IV. For the year 2023-24, the Chief Financial Officer of the Company has certified that the funds of CSR have been utilized for the purposes and in the manner as approved by the Board of Directors of the Company.

Catalysts for Social Action

Your company contributed to the ‘ADOPT A HOME & LIVELIHOOD & AFTERCARE SUPPORT' program through the NGO

Catalysts for Social Action, to provide support to children and youths at five Child Care Institutions (CCIs) - two CCI's at Panvel, two CCI's at Jogeshwari and one at Vasai, Maharashtra.

The Company's contribution helped support 62 children and 33 Young Adults across 5 Childcare Institutions (CCI's).

During the year under review, collaboration with nutritionists was made to address each child's nutritional needs, considering their BMI and Hb assessment. To address the learning difficulty faced by various children in getting education, two tuition teachers and one computer teacher were appointed. As a part of education program CSA had organized a celebration on 11^th of March on the occasion of National Math and Science day. The whole program was sponsored by Apcotex. Some CSA activities are shown below in pictures:

E. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The company conducts the Familiarization program when new Director(s) is/are appointed during the year. The Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth, to familiarize them with the process, business, and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company.

Periodic presentations are made at the Board and the Committee meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved.

The familiarisation programme along with details of the same imparted to the Independent Non-Executive Directors during the year are available on the website of the Company at https://apcotex.com/uploads/documents//NzEwOTM3-22-04-24.pdf

F. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has, inter-alia, adopted a Code of Conduct for Prohibition of Insider Trading (Code) duly approved by the Board of Directors of the Company. The Company Secretary is the Compliance Officer for the purpose of this Code.

It lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor, and ensure reporting of deals by designated person/ employees and maintain the highest ethical standards of dealing in Company securities.

G. INTERNAL FINANCIAL CONTROLS

Your Company maintains an adequate and effective internal control system commensurate with its size and complexity. The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. These are reviewed periodically and made part of work instructions or process in the company.

The Company periodically conducts physical verification of inventory, fixed assets and cash on hand and matches them with the books of accounts. Explanations are sought for any variance noticed from the respective functional heads.

H. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

I. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

II. That 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 and loss of the company for that period;

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

V. That they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

VI. That they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

I. DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

All women who are associated with the Company either as permanent employees or temporary employees or contractual persons including service providers at the Company sites are covered under the above policy.

The Company has constituted Internal Complaints Committee to ensure a harassment free working environment, to redress the complaints and to prevent sexual harassments, if any. No complaints relating to sexual harassment were received during the year.

J. FIXED DEPOSITS MATURED BUT NOT CLAIMED

Company has no Fixed Deposits at the end of the financial year. The Central Bureau of Investigation (CBI) has instructed the Company, not to repay the proceeds of four fixed deposits amounting to ' 0.48 Lakhs and accrued interest of ' 0.22 Lakhs thereon. These deposits matured during the first week of December 2002 and continue to remain with the Company.

K. INSURANCE

All insurable assets of the Company including inventories, buildings, plant and machinery etc., as well as the liability under legislative enactments, are insured on reinstatement basis after due valuation of assets by an external agency. The Company also holds a Loss of Profit Policy for the financial year 2023-24.

L. PERSONNEL

The information required under Section 197 of the Companies Act, 2013 and read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure II.

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, in respect of employees of your company is available for inspection by the member. Please refer to note no. 18 of the Notice of AGM for inspection of the same.

M. DIRECTORS & KEY MANAGERIAL PERSONNEL Appointment:

During the year under review, the Board of Directors had, on the recommendation of the Nomination and Remuneration Committee, appointed Dr. Achala Danait (DIN: 08730270) as an Additional Non-Executive Independent Director of the Company w.e.f July 26, 2023 for a period of five (5) years, subject to the approval of the members. Subsequently, the shareholders approval was taken by postal ballot which was passed on September 2, 2023.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee, had appointed Ms. Priti Savla (DIN: 00662996) as an Additional NonExecutive Independent Director of the Company w.e.f January 23, 2024, for a term of five (5) years subject to the approval of the members. Subsequently, the shareholders approval was taken by postal ballot which was passed on March 7, 2024.

The tenure of Shri Udayan Choksi (DIN: 02222020) is due to expire on the conclusion of the AGM to be held in the year 2024. The Board of Directors at its meeting held on 17^th June 2024, based on recommendation of Nomination and Remuneration Committee approved re-appointment of Shri Udayan Choksi as an Independent Director for a further period of five (5) years with effect from the AGM to be held in 2024 subject to the approval of shareholders at 38^th Annual General Meeting. Accordingly, matter with respect to his re-appointment is proposed in the Notice of 38^th Annual General Meeting.

The Board of Directors, at their meeting held on 6^th May fond 2024 approved the appointment of Shri Abhiraj Choksey as the Vice-Chairman and Managing Director of the Company for a period of five (5) years w.e.f. 6^th May 2024, subject to approval by the Members. The shareholders had re-appointed him as the Managing Director of the Company in the AGM held on 14^th June 2022 for a period of three years. Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 6^th May 2024, approved the appointment of Shri. Abhiraj Choksey as the Vice-Chairman and Managing Director of the Company, subject to shareholders approval at the ensuing Annual General Meeting.

The Board wishes to inform you that Dr. Swaminathan Sivaram (DIN: 00009900), Shri Kamlesh Vikamsey (DIN: 00059620), Mrs. Priyamvada Bhumkar (DIN: 00726138) and Shri Shailesh Vaidya (DIN: 00002273) will be completing their respective second tenures of five (5) consecutive years as Independent Directors of the Company on the conclusion of the Annual General Meeting in the year 2024. The Members of the Board of Directors of the Company have noted the same and have placed on record their sincere appreciation for the valuable contributions and support received from each

of them during their respective terms as Independent Director(s) of the Company.

The Board had, based on the recommendations of Nomination and Remuneration Committee, at its meeting held on 17^th June 2024, appointed Shri. Dinanath Kholkar (DIN: 03089626) as an Additional Non-Executive Independent Director of the Company, not liable to retire by rotation, for a tenure of five (5) years from 17^th June 2024 to 16^th June 2029, subject to approval of Members at the ensuing Annual General Meeting. He shall hold office as an Additional Director upto the date of this AGM and is eligible for appointment as an Independent Director of the Company.

Retirement by Rotation:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company, Shri Amit Choksey (DIN: 00001470) will retire by rotation at the ensuing AGM of the Company and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Brief resume, nature of expertise in specific functional areas, disclosure of relationships between directors inter-se, details of directorship held in other companies, membership of committees of the Board, shareholding in the Company held by the directors proposed to be appointed/ re-appointed at the 38^th AGM, is provided in the Notice of the AGM.

N. AUDITORS

Statutory Auditors

M/s. Manubhai & Shah LLP, Chartered Accountants (Firm Registration No. 106041W/W100136) were appointed as Statutory Auditors of the Company for a period of five (5) consecutive years in the 37^th AGM of the Company held on 19^th June 2023, to hold office from the conclusion of the said Meeting till the conclusion of the 42^nd AGM to be held in the year 2028.

Cost Auditors

M/s. V J Talati & Co., Cost Accountants has been appointed as Cost Auditors of the Company for the financial year 2024-25 under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules 2014. M/s. V J Talati & Co. have confirmed that they are free from any disqualifications as specified under the Companies Act, 2013.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, resolution seeking Members' ratification for the remuneration payable to M/s. V J Talati & Co., Cost Auditors is included at item No. 6 of the Notice convening the AGM.

Secretarial Auditor

M/s. D. S. Momaya & Co. LLP, Company Secretaries, has been appointed to conduct the Secretarial Audit of the Company for the financial year 2023-24, pursuant to the provisions of Section 204 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as amended. The Report of the Secretarial Auditor is appended to this Report as Annexure V.

O. Maintenance of Cost Records

The maintenance of cost records as specified under Section 148 of the Companies Act, 2013 is applicable to the Company and accordingly all the cost records are made and maintained by the Company and audited by the cost auditors.

P. CEO & CFO CERTIFICATION

Certificate from Managing Director and Chief Financial Officer, pursuant to the Regulation 17 of SEBI (LODR) Regulations, 2015, for the financial year 2023-24 under review, was placed before the Board of Directors of the Company at its meeting held on 6^th May 2024.

Q. SECRETARIAL STANDARDS

The Company complies with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the financial year ended 31^st March 2024.

R. Business Responsibility and Sustainability Report (BRSR)

Detailed Business Responsibility and Sustainability Report as required under Regulation 34 of SEBI (LODR) Regulations, 2015 is uploaded on the company's website at the following web link: https://apcotex.com/uploads/ documents//OTUzMzI3-04-07-24.pdf

S. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the Rules'), as amended from time to time, all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after completion of seven year. Further, according to the Rules, the shares on which dividend had remained unpaid or unclaimed by the shareholders for seven consecutive years or more are also transferred to the demat account of the IEPF Authority.

Accordingly, the Company has transferred the unclaimed dividend of ' 14,67,315/- for the year 2015-16 during August 2023. Considering 2015-16 as base year, the Company has transferred 75,316 Equity shares of ' 2 each/- held by 790 number of shareholders, on which the dividend was unclaimed for seven consecutive years, to the demat account of IEPF authority, in compliance with the IEPF Rules during the financial year 2023-24.

The Company had sent individual notices and also advertised in the newspapers seeking action from the Members who have not claimed their dividends for seven consecutive years or more.

The Company will be transferring the final dividend and corresponding shares for the financial year ended 201617 within statutory timelines. Members are requested to ensure that they claim the dividends and shares referred to above, before they are transferred to the said Fund. The due dates for transfer of unclaimed dividend to IEPF are provided in the report on Corporate Governance.

The Company has uploaded full details of such shareholders and shares due for transfer to IEPF Authority on its website at www.apcotex.com. Shareholders are requested to refer to the web-link https://apcotex.com/ investor-transfer-to-iepf to verify the details of unclaimed dividends and the shares liable to be transferred to IEPF Authority.

Shareholders/ claimants whose shares or unclaimed dividend, have been transferred to the IEPF demat Account or the Fund, as the case may be, may claim the shares or apply for refund by approaching the Company for issue of Entitlement Letter along with all the required documents before making an application to the IEPF Authority in Form IEPF - 5 (available on https://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time

T. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURT

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status of the Company and its operations.

U. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep sense of gratitude to the Bankers, various departments of State / Central Government and local authorities for their continued guidance and support.

We would also like to place on record our sincere appreciation for the commitment, dedication and hard work put in by every member of the Apcotex family. To all shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

The accompanying Annexures I to V are an integral part of this Directors' Report.