To
The Members,
APIS India Limited
Yours Directors have the pleasure of presenting the 43rd (Forty Third) Annual Report on
the business and operations of your Company together with the Audited Standalone and
Consolidated Financial Statements for the financial year ended March 31, 2025.
1. FINANCIAL SUMMARY / PERFORMANCE OF THE COMPANY:
| PARTICULARS |
Standalone |
Consolidated |
|
For the year ended 31st March, 2025 |
For the year ended 31st March, 2024 |
For the year ended 31st March, 2025 |
For the year ended 31st March, 2024 |
| Sale and other Income |
35,208.69 |
31,785.96 |
35,221.20 |
31,720.22 |
| Profit before depreciation |
32,50.06 |
3,021.99 |
3,251.21 |
2,953.59 |
| Depreciation |
393.85 |
236.36 |
393.85 |
236.36 |
| Profit before tax and after depreciation |
2,856.21 |
2,785.63 |
2,857.36 |
2,717.23 |
| Provision for taxation |
754.13 |
553.93 |
754.12 |
553.93 |
| Profit after tax |
2,102.09 |
2,231.69 |
2,103.24 |
2,163.30 |
| Share of profit of an associate (net of taxes) |
- |
- |
430.43 |
1,093.35 |
| Net Profit available for appropriation |
2,102.09 |
2,231.70 |
2,533.67 |
3,256.65 |
| Other Comprehensive Income/Loss for the year, net of taxes |
1.59 |
(28.30) |
1.59 |
(28.30) |
| Total Comprehensive Income for the year |
21,03.68 |
22,03.40 |
2,535.26 |
3,228.36 |
| Earnings Per Share [Equity share of [INR 10] |
|
|
|
|
| -Basic earnings per share (In INR) |
38.18 |
39.99 |
46.01 |
58.59 |
| -Diluted earnings per share (In INR) |
38.18 |
39.99 |
46.01 |
58.59 |
Note: The above figures are extracted from the Standalone and Consolidated
Financial Statements prepared as per Indian Accounting Standards (Ind AS).
2. OPERATIONS REVIEW AND THE STATE OF AFFAIRS OF THE COMPANY Operational and Financial
Overview
The Company is one of the leaders in the field of organized honey trade in India. With
its world class in-house facility for testing, processing and filtration for honey. It has
a state of art manufacturing facility spread over 7 acres in Roorkee, Uttarakhand with a
capacity to process over 100 tonnes of honey per day. With a mission to make pure and
natural products, a part of consumers' everyday life, the Company has also forayed into
Tea, Cookies and Preserves considering the changing purchase dynamic & growing need
for branded quality packaged products.
The Company always believes in taking
challenges based on & has grown robustly to become a known player in the organized
Honey Trade. The Company is a third generation of entrepreneurs with extensive hands on
knowledge of the trade. The Company has an ISO2200 certification for documented procedure
that applies to Food Safety framed by International body. The Company has also got the
framed BRC, ISO22000, KOSHER, HALAL, NON-GMO, ORGANIC Certification. The Company is also
winner of Numerous Industry and Government of India awards for Honey Export.
The Company has been thrice awarded the prestigious APEDA Export Award by Ministry of
Commerce, Government of India, for our achievement in exports of honey.
For the year under review, it posted a Standalone Profit of INR 2,102.09 Lakh as
compared to INR 2,231.69 Lakh during the previous year. The Consolidated Profit for the
year was INR 2,533.67 Lakh as compared to INR 3,256.65 Lakh during the previous year.
Operations
This year the Company is planning to expend its product basket in spread category like
Honey Almond Cornflakes, Museli with 21% Fruit & Nuts, Jam with added vitamins &
minerals, Kahwa, Honey Lemon Green Tea, Soya Chunk with Masala, Masala Dates, Sliced
Dates, Classic Seedless Dates, Falooda Premix, Jaljeera Premix, Thandai Premix, Aam
Premix, Shikanji Premix.
The Company has presence its current category of product basket which includes varies
new product added in different category are detailed as follows:
a) Honey:
The Company product under the brand name of APIS Himalaya have now become an important
player in branded Honey segment in India. The Company offers a wide variety in honey
like-Acacia, Eucalyptus, Himalaya Honey, Lychee, Sunflower and wild Flower Forest, mainly
for the international market.
Value Added Honey
The Company has taken honey to the next level! By adding the medicinal extracts of
indigenous flavour to the good old honey, the Company planning to launch the following new
category of Honey.
I. Lemon Infused Honey
The Company has incepted the new idea of Lemon Infused Honey which is inspired by
Ayurveda. Ayurveda considers lemon as a primary antioxidant that helps protect cells from
damaging free radicals. Lemons are very rich in Vitamin C, which plays a vital role in
weight management, and lower blood pressure. It adds to vitality, is a remedy for morning
dullness and boosts immunity. Added with Honey, it is a health elixir in a bottle. Try it
today!
Lemon infused Honey are available in convenient packing of 100gm and 250gm packs.
II. Ginger Honey
For centuries, Ginger is believed to be beneficial for healli and healing. Its
antiinflammatory and antioxidant properties help in relieving nausea, loss of appetite,
motion sickness, pain, cold and flu, and inflammation. When infused wili Honey,
"Ginger Honey" is a boon for cough and cold related issues. It helps in reducing
lie cholesterol, and on maintaining healliy blood sugar levels. Try lie taste of good
healli today!
Ginger Honey are available in convenient packing of 100gm and 250gm packs.
III. Chilly Honey
The Company has incepted the new idea of Chilly Honey. The Chilly as a primary natural
preservative, with antiseptic qualities that can soothe sore throats, coughs & colds.
Chilly infused Honey are available in convenient packing of 100gm and 250gm packs.
b) Green Tea
The Company five Senses Green Tea, is an ode to the Great Tea tasting tradition. The
color, the aroma, the texture, the mouth fee, promises a sensorial epiphany. Our Tea is
sourced from tea gardens and is treated with the time honored process that ensure the
right moisture, texture, flavour and aroma. For further intensification of leaves, they
are oxidized in huge oxidation floors of our tea processing plants. Rolling then shapes
our tea leaves in the right from which are then dried, aged and packed to exhibit great
taste and aroma. Each of these processes, is carried out in a climate controlled facility
to avoid spoilage and maintain the perfect tea texture and flavour. The Tea is also an
elixir of Good Health, longevity and possesses innumerable medicinal properties. It is
pure joy in a cup-A true Connoisseur's choice!
c) Preserves
Getting a consistent product throughout the year is a must and our quality Control
ensures that you get the perfect taste in our preserves all year around. Right from
sourcing the right raw product, to proper cleaning and treatment, a stringent process flow
is maintained to give you the best product. Kitchen essentials are kept as fresh as they
did when plucked. No added flavour or chemicals are used in Apis preserves.
The Company has introduced Ginger Garlic Paste in 20gm, 100gm and 200gm pouches to make
their presence in the domestic market and knock the door to reach the maximum no of
consumers.
d) Dates
Apis dates are a rich source of several vitamins, minerals and fibers. These delicious
fruits contain oil, calcium, sulfur, Iron, Potassium, Phosphorous, Manganese, copper and
Magnesium- the building blocks for good health. Health specialists have said that eating
one date per day is necessary for balanced and healthy diet. The significant amounts of
minerals found in dates make it a super food for strengthening bones and fighting off
painful and debilitating diseases like osteoporosis. Dates also help in gaining weight and
in muscle development. Studies have found dates beneficial in relief from constipation,
intestinal disorder, heart problems, anemia, sexual dysfunction, diarrhea, abdominal
cancer and many other conditions, like night blindness and seasonal allergies.
The Company has this year introduced varies new category in dates. The fruit of kings!
Apis offers you a wide assortment of dates that instantly make you feel like royalty!
• Premium Seeded Dates
Seeded Zahidi dates are packed wili nutrition and healli benefits. And to quash lie
myli liat all liings healliy cannot be healliy, liis is one to relish. liese dates are
vacuum packed to retain lieir
freshness, increasing lie longevity of lie products. Premium Seeded Dates are available
in the 500gm pack.
• Royal Zahidi Dates
Zahidi dates are medium sized dates which are distinctively oval in shape.
They have a pale brown skin and a thick, golden inner flesh that surrounds a single
seed. They have a considerably lower sugar content. Chewy, and semi-dry in texture, the
Zahidi date has a mildly sweet, nutty and almost buttery flavor with a subtle tang,
reminiscent of dried apricots.
Royal Zahini Dates are available in convenient packing of 500gm and 150gm packs.
• Arabian Pearls Dates
Arabian Pearl dates are deep dark brown in color, wili a tender skin and sweet flavor.
Apis India is one of lie popular brands of dates in India. It is grown mainly in lie
eastern region, and is characterized by a unique natural, glossy, waxy layer covering its
smooli surface, in addition to lie strong, fiber structure which gives it a lesser sweet
taste.
Arabian Pearls Dates are available in convenient packing of 500gm and 250gm packs.
• Shahana Dates
Shahana Dates are premium quality dates and are known for their rich, sweet taste and
soft texture. They are rich in fiber, vitamins, and minerals, making them a healthy snack
option. The dates are processed and packed in state-of-the-art facilities to ensure that
they retain their natural flavor and nutritional value.
• Deseeded Dates
Eating dates made easier! Enjoy the juicy taste of dates, with the same amount of
nutrition and health benefits as the seeded ones, but a lot more consumer
friendly. Deseeded Dates are available in the 500gm pack.
• Nayaab Dates
• Desert Bliss Dates
• Classic Dates
• Select Dates
• Kalmi Dates
e) Fruitilicious Jam
Fruitilicious Jam in its basket to bring out the kid in you with the finger-licking
Apis range of Jam. Be it Roti's, Dosas or Toast or Home cake toppings Apis has a wide
range to choose from. Each spoon promises a delightful explosion of fruitiliciouness. Made
from 100% real fruit ingredients, Apis Jam along with being Yummy is nutritious and
Healthy.
Apis Jam have a carefully chosen consistency that in spreads easily with spoon or
knife. It is carefully sealed in impermeable glass & PET wrapping to keep it moisture
free to retain its taste and aroma.
The Company has incepted this year two new product in Jam Category i.e. Pineapple and
Mango.
Coming in diverse flavour like Mix- Fruit, Orange, Strawberry & Grapes Apis Jams
promises a flavour for every day of the week.
f) Macaroni
The Company has added this year a new product Macaroni in its basket to bring out
transport yourself to lie gastronomic wonderland of Italy. The Apis present to you lie
most versatile pasta, lie Macaroni!
Apis Macaroni are available in convenient packing of 180gm and 500gm packs.
g) Soya Chunks
The Company has further added this year a new product Soya Chunks in its basket. A
healthy and tasty ingredient for your meals, Apis Soya chunks are a protein
powerhouse, with 52% protein content these spongy balls used in the variety of curry
& dry preparations enhance the taste & nutritional value of all kinds of recipes.
The high protein content helps in overall muscle growth & in developing strong
immunity. Not only this, these golden chunks also have more for your health- "9
essential amino acids". The Essential amino acids are not synthesized by the body
itself & hence must come from the food. These 9 essential amino acids are only
available in soybeans in the right proportions across all vegetarian sources.
These chunks are fat-free & high on fiber that helps to keep you healthy and
hearty. Apis soya chunks are made from high- quality soybeans & packed in the fully
automated plant so the right nutrition reaches your table. The spongy texture of these
chunks absorbs the taste of all the ingredients added to it. Just add this nutrition-rich
food to your daily diet to stay healthy and strong.
h) Corn Flakes
Apis Cornflakes are much-loved breakfast cereals, as they are not very high in calories
and form quite a filling meal. Having a bowl of cornflakes and milk in the morning not
only keeps you full for longer, but also prevents you from bingeing in between of the
meals. Apis Cornflakes are packed with minerals, vitamins, dietary fibre, proteins and
carbohydrates which are all essential for healthy living.
i) Choco Flakes
Apis Choco Flakes are not only super easy to make but they are also a perfectly
fulfilling meal that is full of Vitamins and Minerals. It's the best option for your kids
who don't drink milk directly. Rich in Vitamin C, Apis Choco Flakes will help your kid
build up their Immunity and they surely will love it.
j) Thin Roasted Seviyan Vermicelli
The Company has also added one more new product this year named as Apis Thin Roasted
Seviyan Vermicelli in its basket.
Apis Roasted vermicelli, the ideal component for both savory snacks and sweet treats.
The non-sticky, fibrous Apis Roasted Vermicelli is made from excellent quality whole
wheat.
Thin Roasted Seviyan Vermicelli are available in convenient packing of 80gm and 400gm
packs.
k) Organic Honey
The Company has also added one more new product this year named as Organic Honey in its
basket. The Organic Honey is sourced from the serene valleys of Kashmir.
The Apis Organic Honey is nestled in the Himalayan foothills, the valleys of Kashmir
are renowned for their breathtaking landscapes, fertile soil and a climate that fosters
the growth of diverse wildflowers. It's in this enchanting environment that our organic
honey is lovingly cultivated by bees who forage amidst a plethora of flowers.
Apis Organic Honey is available in convenient packing of 450gm pack.
3. DIVIDEND
The Board of Directors of your Company, do not recommend any dividend for the financial
year ended March 31, 2025.
4. SHARE CAPITAL
The paid up share capital of your Company as on March 31, 2025 was INR 5,51,00,760
(Rupees Five Crore Fifty One Lakh Seven Hundred Sixty Only) divided into 55,100,76 equity
shares of INR 10 (Rupees Ten) each.
During the year under review, there was no change in the authorised share capital of
the Company which as on March 31, 2025, was Rs 13,30,00,000 (Rupees Thirteen Crores Thirty
Lakhs Only) divided into 13,30,00,00 (Thirteen Lakhs Thirty Thousand) equity shares of Rs.
10 (Rupees Ten)each.
Also, during the year under review, your Company has neither issued shares with or
without differential voting rights nor granted stock options nor issued Sweat Equity.
5. TRANSFER TO RESERVES
As permitted under the Act, the Board does not propose to transfer any amount to
general reserve and has decided to retain the entire amount of profit for FY 2024-25 in
the profit and loss account.
6. LISTING OF SHARES
The Company's equity shares are listed with BSE Limited. The annual listing fee for the
financial year 2025-26, for the Stock Exchange, has been paid.
7. SUBSIDIARY & GROUP COMPANIES
As on March 31, 2025, your Company has 2 (two) wholly owned subsidiaries with the name
and style of Anantadrishti Smart India Private Limited and Nature's Family Tree Foods
Private Limited, 1 (one) overseas associate company with the name and style of APIS Arabia
Foods LLC (Formerly known as APIS Pure Foodstuff LLC), Dubai and 1 (one) Associate Company
named as Kapil Anand Agro Private Limited.
8. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURE OR ASSOCIATES COMPANIES DURING THE FINANCIAL YEAR
The Company, during the financial year ended 31st March, 2025 does not become or ceased
any subsidiary/Associate Companies as per the provisions of Companies Act, 2013.
Audited Financial Statements of Company's subsidiaries and Associates are available on
Company's website at www.apisindia.com and the same are available for inspection at the
Registered Office of the Company. The same will also be made available to interested
members upon getting request.
The Company has laid down policy on Material subsidiary and the same is placed on the
website of the Company. The said policy may be accessed at the following web link: https://www.apisindia.com/pdf/Policy-for-
Determination-of-Materiality.pdf
None of the subsidiary(s) fall within the meaning of "Material Non-listed Indian
subsidiary" as defined in the policy adopted by the Company.
Report on the highlights of performance of Subsidiaries, Associates and Joint Venture
Companies and their contribution to the overall performance of the Company.
Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies
(Accounts) Amendment Rules, 2014 the report on highlights of performance of subsidiaries,
associates and Joint Venture Companies and their contribution to the overall performance
of the Company is attached as Annexure-I to this report. Information with respect
to financial position of the above entities can be referred in form "AOC-1"
which forms part of the notes to the consolidated financial statements.
9. FINANCIAL STATEMENTS
In accordance with the Ministry of Corporate Affairs ("MCA") circular dated
January 13, 2021 read with circulars dated April 08, 2020, April 13, 2020 and May 5, 2020,
the Annual Report 2024-25 containing complete Balance Sheet, Statement of Profit &
Loss, other statements and notes thereto, including consolidated financial statements,
prepared as per the requirements of Schedule III to the Act, Directors' Report (including
Integrated Reporting and Management Discussion & Analysis and Corporate Governance
Report) is being sent only via email to all shareholders who have provided their email
address(es).
The Annual Report 2024-25 is also available at the Company's website at www.apisindia.
com.
10. IND AS STANDARDS
The Audited Financial Statements for the financial year ended March 31, 2025 have been
prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015
(Ind-AS) prescribed under Section 133 of the Companies Act, 2013 (hereinafter referred to
as "Act") and other recognized accounting practices and policies to the extent
applicable.
The estimates and judgments relating to the Financial Statements are made on a prudent
basis, so as to reflect in a true and fair manner, the form and substance of transactions
and reasonably present the Company's state of
affairs, profits and cash flows for the financial year ended March 31, 2025. The Notes
to the Financial Statements adequately cover the Standalone and Consolidated Audited
Statements and form an integral part of this Report.
11. CONSOLIDATED FINANCIAL
STATEMENTS
The consolidated Financial Statements of your company for the Financial Year ended 31st
March, 2025 have been prepared in accordance with the principles and procedures of Indian
Accounting Standards 110 (Ind AS) as notified under the Companies (Ind As) Rules, 2015 as
specified under section 133 of the Companies Act, 2013 ("the Act") as amended
time to time.
In compliance to Section 129 of the Act read with rules made thereunder and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") Consolidated Financial Statements prepared on the basis of audited
financial statements received from subsidiary/ associate companies as approved by their
respective Boards forms part of this report. In compliance with section 129 of the
Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, a
statement containing the salient features of the financial statements of the subsidiary
and associate company of the Company in form AOC-1 which forms part of the notes to
the financial statements.
Pursuant to the provision of section 136 of the Act, the financial statements,
consolidated financial statements along with relevant documents and separate audited
accounts in respect of subsidiary and Associates are available on the website of the
Company i.e. www.apisindia.com.
12. CREDIT RATING
The Company's bank facilities are rated by Credit Analysis and Research Limited (CARE).
The rating has remain same as BBB/Stable for its Long Term Bank Facility and A3+ for its
Short Tem Bank Facility, which reaffirms the reputation and trust the Company has earned
for its sound financial management and its ability to meet its financial obligations.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The Information relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo under Section 134(3)(m) of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 is enclosed as Annexure-II and forms part to this
report.
14. DETAILS OF BOARD MEETING
During the year 09 (Nine) Board Meetings and 8 (Eight) Audit Committee Meetings were
convened and held. The details of which are given in the Corporate Governance Report.
The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013.
Board meeting dates are finalized in consultation with all directors and agenda papers
backed up by comprehensive notes and detailed background information are circulated well
in advance before the date of the meeting thereby enabling the Board to take informed
decisions.
15. ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 ('the Act') read with Section
134(3)
(a) of the Act and rules framed thereunder, the Annul Return, for the financial year
ended 31st March, 2025 is available on the website of the Company and can be accessed
through the web link. https://www.apisindia.com/investors-
financialresults.php
16. MANAGING THE RISK OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES
Vigil Mechanism / Whistle Blower Policy
Your Company has zero tolerance policy for any form of unethical behaviour. In
accordance with Section 177(9) & (10) of the Act read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing
Regulations, Company has formulated vigil mechanism viz., Whistle Blower Policy to
encourage the company employees who have knowledge of actual or suspected violation,
malpractices, corruption, fraud or unethical conduct, leak of unpublished price sensitive
information.
To this effect, the Board has adopted a "Whistle Blower Policy" (WBP), which
is overseen by the Audit Committee. The policy provides safeguards against victimization
of the whistle blower. Employees and other shareholders have direct access to the Audit
Committee for lodging concern if any, for review.
The Board has formulated policy on Whistle Blower and the same may be accessed at the
website of the Company i.e. https://www. apisindia.com/pdf/vigil_mechanism_policy. pdf
The same is reviewed by the Audit Committee from time to time. No concerns or
irregularities have been reported by employees/directors till date.
17. DIRECTORS'RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Act, the Board of Directors hereby confirms and
accepts the responsibility for the following in respect of the Audited Annual Accounts for
the financial year ended March 31, 2025:
(a) that in the preparation of the annual accounts the applicable accounting standards
had been followed along with proper explanation relating to material departures;
(b) that the directors 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 at the end of the
financial year and of the profit and loss of the Company for that period;
(c) that the directors had 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) that the directors had prepared annual accounts for the financial year ended March
31, 2025 on a going concern basis;
(e) that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively; and
(f) that the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
The particular of Loans, Guarantees and Investments, if any covered under the
provisions of Section 186 of the Act read with Companies (Meeting of Board and its powers)
Rules, 2014 are given in the Financial Statements of the Company for the financial year
ended March 31, 2025. Please refer the notes to the Standalone Financial Statements for
the financial year ended March 31, 2025 for further details.
19. AUDITORS
i) Statutory Report and their Report
In Compliance with the provisions of Sections 139 and other applicable provisions of
the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any
statutory modification(s) / re-enactment(s) / amendment(s) thereof, for the time being in
the force), M/s G A M S & Associates LLP., Chartered Accountant (Firm Registration No.
0N500094), were appointed as statutory auditors for a period of five consecutive years
commencing from the conclusion of 39th AGM (Annual General Meeting) held on 30th
September, 2021 till the conclusion of 44th AGM to be held during the year 2026.
As required under Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the
Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India. The auditor report given
by M/s G A M S & Associates LLP., Chartered Accountants, Statutory Auditors, on the
(Standalone and Consolidated) Financial Statements of the Company for the year ended on
March 31, 2025, forms part of the Annual Report and self-explanatory. There has been no
qualification, reservation or adverse remarks or any disclaimer in their report.
Reporting of frauds:
Pursuant to the provision of Section 143 (12) of the Companies Act, 2013 and Rules
framed thereunder, that there have been no instance of fraud reported by the Auditors
either to the Company or to the Central Government. As such there is nothing to report by
the Board under section 134(3)(ca) of the Companies Act,
2013.
ii) Cost Auditors
In Pursuant to Section 148 of the Companies Act, 2013, and rules and regulation made
thereunder read with Companies (Accounts) Amendment Rules, 2018 the requirements of cost
auditors and cost audit are not applicable to the Company.
iii) Secretarial Auditors and Secretarial Audit Report
In terms of Section 204(1) of Companies Act, 2013, read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Anand
Nimesh & Associates, Company Secretaries, Delhi to do the secretarial audit of the
Company for the financial year ending 31st March, 2025. The said firm has issued their
consent to do the secretarial audit for the company for the said period.
M/s Anand Nimesh & Associates, Company Secretaries, have now completed their
secretarial audit and have issued their certificate as
per prescribed format in MR-3 to the shareholders of the Company, which is annexed to
this Report as Annexure-III. They have no observations in their report and have
confirmed that the Company has proper board processes and a compliance mechanism in place.
They have also complied with the relevant statutes, rules and regulations applicable to
the Company and with the applicable secretarial standards.
There has been no qualification, reservation or adverse remarks or any disclaimer in
their report.
The Board has approved, on the recommendation of the Audit Committee and subject to the
approval of the members, appointment of Anand Nimesh & Associates as the Secretarial
Auditors of your Company to conduct secretarial audit for a period of five financial years
commencing from the financial year 2025-26. Appropriate resolution seeking your approval
to the appointment of Anand Nimesh & Associates is appearing in the Notice convening
the 43rd AGM of your Company.
iv) Internal Auditors
The Board of Directors on recommendation of Audit Committee appointed M/s Gopal Chopra
& Associates, Chartered Accountants as Internal Auditors of the company in pursuant to
the provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder
(including any statutory modification(s) or reenactment thereof for the time being in
force) for the financial year 2025-26.
20. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS
In compliance with the Listing Regulations, the Company has a policy on Materiality of
Related Party Transactions and dealing with Related Party Transactions (RPT Policy). The
RPT Policy can be accessed on the website of the Company, viz. https://www.apisindia.com/
pdf/Related_Party_Policy.pdf
All Related Party Transactions entered into by your Company during the Financial Year
2024-25 were on an arm's length basis and were in the ordinary course of business. There
were no materially significant Related Party Transactions entered into by the Company with
Promoters, Directors, Key Managerial Personnel or other related parties which may have a
potential conflict with the interest of the Company. Requisite prior approval of the Audit
Committee was obtained for Related Party Transactions.
The disclosure of Related Party Transactions in Form AOC-2 as per the provisions of
Section 134(3)(h) and Section 188 of the Companies Act, 2013 read with the Rule 8(2) of
the Companies (Accounts) Rules, 2014 is enclosed as Annexure-IV. Attention of Members is
also drawn to the disclosure of transactions with related parties set out in Note No.38 of
Standalone Financial Statements, forming part of the Annual Report. None of the Directors
had any pecuniary relationships or transactions vis-a-vis the Company.
21. INTERNAL FINANCIAL CONTROL
The Company has a well-established internal control framework with reference to the
Financial Statements and as referred under Section 134(5)(e) of the Act, which is designed
to continuously assess the adequacy, effectiveness and efficiency of financial and
operational controls. The Internal Financial Controls ("IFCs") are commensurate
with the scale and complexity of its operations. The controls were tested during the year
and no reportable material weaknesses either in their design or operations were observed.
The current system of IFCs is aligned with the requirement of the Act and is in line with
globally accepted risk-based framework.
All internal Audit findings and control systems are periodically reviewed by the Audit
Committee of the Board of Directors, which provides strategic guidance on internal
control.
22. RISK MANAGEMENT POLICY
In compliance with the requirement of the Act, your Company has put in place Risk
Minimization and Assessment Procedure. In order to effectively and efficiently manage risk
and address challenges, the Company has formulated Risk Management Policy covering
the process of identifying, assessing, mitigating, reporting and review of critical
risks impacting the achievement of Company's objectives or threaten its existence.
The main objective of the policy is to ensure sustainable business growth with
stability and to promote a pro-active approach in reporting, evaluating and resolving
risks associated with the business. In order to achieve the key objective, the policy
establishes a structured and disciplined approach to Risk Management, in order to guide
decision on risk related issues.
As on the date of this report, there is no element of risk, which may threaten the
existence of the Company.
The Board has formulated policy on Risk Management Policy and it may be accessed at the
website of the company https://www. apisindia.com/pdf/Risk-Management-Policy-. pdf
23. COMMITTEES OF BOARD
Pursuant to various requirements under the Act and the Listing Regulations, the Board
of Directors has constituted/reconstituted (whenever necessitated) the following
committees:
(i) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
In terms of section 135 of the Companies Act, 2013 and rule framed thereunder, the
Company has constituted a Corporate Social Responsibility (CSR) Committee to recommend and
monitor expenditure on CSR. The CSR Committee comprises of Mr. Rohit Gupta as Chairman,
Mr. Sanjeev Kumar Singh, Ms. Rubi Mishra, Mr. Vimal Anand and Mr. Amit Anand are the
members of the committee.
Based on the recommendations of the CSR Committee, the Company has laid down a CSR
policy, which is displayed on the website of the Company. It can be accessed at the
web-link at https://www. apisindia.com/pdf/APIS-INDIA-LMITED- CSR-Policy-[165606].pdf
The Company is committed to Corporate Social Responsibility. The Company
during the year ended March 31, 2025, was required to spend 2% of the average net
profit of the Company for three immediately preceding financial year's
i.e., INR 34.29 Lakh. During the year under review, your Company as part of its CSR
initiatives has spent an amount aggregating to INR 35.20 Lakh on the activities/projects
covered under the CSR Policy of the Company.
The details of the CSR Activities are given as 'Annexure-V' which forms part of
this Report.
(ii) AUDIT COMMITTEE
In terms of Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI
(Listing Obligations and Disclosure Requirements), Regulations, 2015, Your Company has in
place Audit Committee of Board of Directors, with Mr. Sanjeev Kumar Singh as Chairman, Ms.
Rubi Mishra & Mr. Rohit Gupta as members.
The terms of reference of Audit Committee are confined to Companies Act 2013 &
Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations,
2015 read with Part-C of Schedule II.
The details of meetings with attendance thereof and terms of reference of Audit
Committee have been provided in the Corporate Governance Report which forms part of this
report.
The composition of Audit Committee is as follows:
| S. No Name of the Director |
Designation |
| 1. Mr. Sanjeev Kumar Singh |
Chairman |
| 2. Ms. Rubi Mishra |
Member |
| 3. Mr. Rohit Gupta |
Member |
Mr. Sanjeev Kumar Singh, Mr. Rohit Gupta and Ms. Rubi Mishra were appointed as
Non-Executive Independent Director of the Company w.e.f March 28, 2025.
Mr. Priyanshu Agarwal, Mrs. Diksha Gandhi and Mr. Mukesh Kasana were resigned from the
post of Non-Executive Independent Director w.e.f March 30, 2025.
(iii) NOMINATION AND REMUNERATION COMMITTEE
In terms of Section 178 of the Companies Act, 2013 ('Act') read with Companies (Meeting
of the Board and its Power) Rules, 2014 and Regulation 19 of SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, your Company has in place duly constituted
Nomination & Remuneration Committee.
The details of the composition of the committee along with other details are available
in the Corporate Governance which is forming part of this Annual Report.
The said policy is available on the website of the Company at https://
www.apisindia.com/pdf/NOMINATION- AND-REMUNERATION-POLICY-(for- apis-2016)-[165604].pdf
It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of
the Company.
(iv) STAKEHOLDER RELATIONSHIP COMMITTEE
The Company has also formed Stakeholder's Relationship Committee in compliance to the
Companies Act, 2013 & Regulation 20 of SEBI (Listing Obligations and Disclosure
Requirement), Regulations, 2015. The details about the composition of the said committee
of the Board of Directors alongwith attendance thereof has been provided in the Corporate
Governance Report forming part of this report.
24. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Independent Directors hold office for their respective term and are not liable to
retire by rotation. The Company has received from all the Independent Directors a
declaration under section 149(7) of the Act confirming that they fulfil the criteria of
independence as provided under section 149(6) of the Act [including compliance of Rule 5
and 6 of Companies (Appointment and Qualification of Directors) Rules, 2014] and
regulations 16(1)(b) & 25 of Listing Regulations.
All the Independent Directors of the Company are compliant of the provisions of Section
150 read with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014.
In the opinion of the Board all Independent Directors possess strong sense of integrity
and having requisite experience (including proficiency), qualification, skills and
expertise as well as independent of the management. For further details, please refer
Corporate Governance Report.
There has been no change in the circumstances which may affect their status as
Independent Director during the financial year under review.
25. PREVENTION OF INSIDER TRADING
The Company has framed a code of conduct for prevention of insider trading based on
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
This code is applicable to all the Board members / employees / officers / designated
persons of the Company. The code requires pre-clearance for dealing in the Company's
shares in certain cases and prohibits the dealing in the Company's shares by the Directors
and the Designated Persons while in possession of unpublished price sensitive information
in relation to the Company and during the period when the trading window is closed. The
code of conduct for prevention of insider trading is disclosed in the website of the
Company and can be assessed at:
https://apisindia.com/pdf/Code-of-Conduct-
for-Regulating-and-Monitoring-Trading-by-
Insiders.pdf
26. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
The Company has an optimum combination of executive and non-executive directors,
including independent directors and a woman director. The Company's Board of Directors as
on March 31, 2025 consisted of six (6) Directors and out of them, three (3) are
Non-Executive Independent Directors and three (3) are Executive Directors.
Sh. Amit Anand is the Managing Director, Sh. Vimal Anand is the Whole-time Director and
Smt. Prem Anand is the Whole-time Director & Chairperson and Smt. Manisha Anand, Chief
Operating Officer of the Company. The other three (3) Directors i.e., Sh. Sanjeev Kumar
Singh, Sh. Rohit Gupta and Smt. Rubi Mishra
are the Non-Executive Independent Directors of the Company.
During the period under review, none of the Non-Executive Directors of the Company had
any pecuniary transactions with the Company.
(I) APPOINTMENTS
i. The Board of Directors, upon recommendation of the Nomination and Remuneration
Committee, appointed Mr. Sanjeev Kumar Singh (DIN: 09330441)
Director of the Company in the category of Independent Director in the Board Meeting of
the Company held on 28th March, 2025, whose appointment was confirmed by the members of
the Company through Postal Ballot by Special Resolution. The results of Postal Ballot was
announced as on 22th June, 2025.
Mr. Sanjeev Kumar Singh (DIN: 09330441) has given the declaration of independence
to the Company stating that he meets the criteria of independence as mentioned under
Section 149(6) of the Companies Act, 2013.
ii. The Board of Directors, upon recommendation of the Nomination and Remuneration
Committee, appointed Ms. Rubi Mishra (DIN: 09587126) as an Additional Director of
the Company in the category of Independent Director in the Board Meeting of the Company
held on 28th March, 2025, whose appointment was confirmed by the members of the Company
through Postal Ballot by Special Resolution. The results of Postal Ballot was announced as
on 22th June, 2025.
Ms Rubi Mishra (DIN: 09587126) has
given the declaration of independence to the Company stating that he meets the criteria
of independence as mentioned under Section 149(6) of the Companies Act, 2013.
iii. The Board of Directors, upon recommendation of the Nomination and Remuneration
Committee, appointed Mr. Rohit Gupta (DIN:05183671) as an Additional Director of
the Company in the category of Independent Director in the
Board Meeting of the Company held on 28th March, 2025, whose appointment was confirmed
by the members of the Company through Postal Ballot by Special Resolution. The results of
Postal Ballot was announced as on 22th June, 2025.
Mr. Rohit Gupta (DIN: 05183671) has
given the declaration of independence to the Company stating that he meets the criteria
of independence as mentioned under Section 149(6) of the Companies Act, 2013.
ii. RE-APPOINTMENTS/DIRECTOR RETIREMENT BY ROTATION
In accordance with the provisions of Section 152 of the Companies Act, 2013 and Article
of Association of the Company read with Companies (Appointment and Qualification of
Directors) Rules,
2014, Mr. Amit Anand (DIN: 00951321) retires by rotation at the ensuing Annual
General Meeting and being eligible, has offers himself for re-appointment. The details as
required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 regarding Mr. Amit Anand are provided in the Notice of 43rd Annual
General Meeting.
The Board recommends his reappointment.
iii. WOMAN DIRECTOR
In terms of Section 149 of the Companies Act, 2013 read with Companies (Appointment and
Qualification of Directors) Rules, 2014 and Regulation 17 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations,
2015, the Company has appointed Ms. Rubi Mishra (DIN: 09587126) as NonExecutive
Independent Director.
iv. Cessation
During the financial year under the review, Mr. Priyanshu Agarwal, Mrs. Diksha Gandhi
and Mr. Mukesh Kasana were resigned from the post of Non-Executive Independent Director of
the Company due to their personal
reason. Further during the year under review Mr. Sushil Gupta, Mr. Karan Ahooja and Mrs
Sunita Chaddha has retired as an Independent Director of the Company on completion of
their second term as an Independent Directors of the Company as on September 30, 2024.
KEY MANAGERIAL PERSONNEL
As per the requirement under the provisions of section 203 of the Act, the following
are the Key Managerial Personnel ('KMP') of the Company as on the date of this report:
I. Sh. Amit Anand (DIN: 00951321)-
Managing Director;
II. Sh. Vimal Anand (DIN: 00951380)- Whole Time Director;
III. Smt. Prem Anand (DIN: 00951873)- Whole Time Director;
IV. Smt. Manisha Anand (DIN: 06832477)- Chief Financial Officer; and
V. Sh. Vikas Aggarwal- Company Secretary
During the period under review, there was no change in the Key Managerial Personnel of
the Company.
27. ANNUAL EVALUATION OF THE BOARD'S, COMMITTEES AND DIRECTORS PERFORMANCE
As required under Section 134(3)(p) of the Act and Regulation 17 of the SEBI (Listing
Obligation and Disclosures Requirements) 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 Audit, Nomination & Remuneration, Stakeholder
Grievances Committee and Corporate Social Responsibility Committee.
As required under regulation 17(10) of Listing Regulations, the Board assessed the
performance of the Independent Directors, individually and collectively as per the
criteria laid down and on an overall assessment, the performance of Independent Directors
was found noteworthy. The Board has therefore recommended the continuance of Independent
Directors on the Board of the Company. Each of
the Directors had evaluated the performance of the individual Directors on the
parameters such as qualification, knowledge, experience, initiative, attendance, concerns
for the stakeholders, leadership, team work attributes, effective interaction, Independent
views and Judgement.
The Board of Directors have assessed performance of the Board as a whole and committees
of the Company based on the parameters which amongst other included structure of the
Board, including qualifications, experience and competency of Directors, diversity of
Board and process of appointment; meetings of Board, including regularity and frequency,
agenda, discussion and dissent, recording of minutes; functions of Board, including
strategy and performance evaluation, corporate culture and value, evaluation of risks,
succession plan, focus on the shareholders' value creation, effectiveness of Board
processes, governance and compliance and meaning full communication, high governance
standard, knowledge of business, openness of discussion/integrity and information and
functioning and quality of relationship between the Board and management.
The members of the Audit Committee, Nomination and Remuneration Committee,
Stakeholder's Relationship Committee and Corporate Social Responsibility Committee were
also assessed on the above parameters and also in the context of the Committee's
effectiveness vis-a-vis the Act and Listing Regulations.
The Criteria for evaluation of the Committee of Board included mandate and composition,
effectiveness of the Committee, structure of the Committee, regularity and frequency of
meetings, agenda, discussion and dissent, recording of minutes and dissemination of
information, independence of committee of the Board, contribution to decisions of the
Board, and quality of relationship of the Committee with the Board and Management.
The Nomination and Remuneration Committee & Audit Committee has also reviewed and
considered the collective feedback of the whole of evaluation process.
Results of all such above referred evaluations were found satisfactory.
28. MEETING OF INDEPENDENT DIRECTORS
In terms of Regulation 25(3) of Listing Regulations and as stipulated in the code for
Independent Directors under Schedule IV of the Act, a Separate meeting of the independent
directors ('Annual Independent Director meeting) was convened as on March 05, 2025, which
reviewed the performance of the Board (as a whole), the non- independent directors and the
chairperson. Post of Annual ID meeting, the collective feedback of each of the independent
directors was discussed by the Chairperson of the Nomination and Remuneration Committee
with the Board's Chairperson covering performance of the Board as a whole performance of
the nonindependent directors and performance of the Board Chairperson.
29. DEPOSIT
The Company does not have any deposits and has neither accepted any deposits during the
year under Chapter V of the Companies Act, 2013 read with its rules and regulations made
thereunder.
30. LOAN FROM DIRECTOR
The members are informed that during the year, the Company has repaid the entire loan
amount aggregating to ^ 5,37,00,000/- (Rupees Five Crore Thirty-Seven Lakh Only) to Mrs.
Prem Anand. Following this repayment, there is no outstanding amount remaining payable to
her.
31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review there is no significant and material orders was passed by
the regulators or courts or tribunals impacting the going concern status and Company's
operations.
32. CORPORATE GOVERNANCE
As per the requirement of Regulation 34(3) read with Schedule V of Listing Regulations,
a report on Corporate Governance is annexed, which forms part of this Annual Report.
A certificate from a Practising Company Secretary confirming compliance with the
conditions of Corporate Governance as
required under Clause E of Schedule V read with regulations 34(3) is annexed hereto.
33. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion & Analysis Report for the financial year under review, as
stipulated under the Listing Regulations is annexed and forms part of this Report.
34. PREVENTION, PROHIBITION AND REDRESSALOFSEXUALHARASSMENT OF WOMAN AT WORK PLACE
The Company has zero tolerance for sexual harassment at workplace and has formulated a
policy on Prevention, Prohibition and Redressal of Sexual harassment at the workplace, in
line with the provisions of the Sexual Harassment of woman at workplace (Prevention,
Prohibition and Redressal) Act, 2013 and rules there under. The Policy aim to provide
protection to employees at the workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure.
All the employees of the Company as a part of induction are sensitized about the
provisions of the said Act. The Company believes in providing safe working place for the
Women in the Company and adequate protection are given for them to carry out their duties
without fear or favour.
To comply with the provisions of Section 134 of the Act and rules made thereunder, your
Company has complied with the provisions relating to constitution/re-constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
During the financial year 2024-2025, one complaint was received from an employee. The
matter was resolved amicably, and there are no complaints outstanding as on March 31,
2025.
The Board has formulated policy on Sexual Harassment Policy and it may be accessed at
the website of the company https://www. apisindia.com/pdf/Policy-on-S.H.W-[165601]. pdf
35. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company reaffirms its commitment to providing a safe, inclusive, and supportive
work environment for all employees. In line with the provisions of the Maternity Benefit
Act, 1961 and the rules framed thereunder, the Company has ensured full compliance during
the financial year 2024-25.
To comply with the provisions of Section 134 of the Companies Act, 2013 read with
Companies (Accounts) Second Amendment Rules, 2025, your Company has complied with the
provisions relating to Maternity Benefit Act, 1961.
During the year, one case relating to maternity benefit was reported. The Company has
addressed and complied with all statutory requirements associated with this case in a
timely and appropriate manner, ensuring the employee received all entitled benefits under
the Act.
The Company remains committed to upholding the rights of women employees and regularly
reviews its internal policies to ensure alignment with applicable laws and best practices
in employee welfare.
36. INDEPENDENT DIRECTOR'S
FAMILIARISATION PROGRAMME
As per requirement under the provisions of Section 178 of the Companies Act, 2013 read
with Companies (Meeting of the Board and is powers) Rules, 2014 and SEBI (LODR),
Regulations, 2015, your Company had adopted a familiarisation programme for independent
directors to familiarise them with the Company, their role, rights, responsibilities in
the Company, nature of the industry in which the Company operates, business model,
management structure, industry overview, internal control system and processes, risk
management framework, functioning of various divisions, HR Management etc.
Every Independent Director is briefed about the history of the Company, its policies,
customers, Company's strategy, operations, organisation structure, human resources,
technologies, facilities and risk management. Factory/ warehouses visits are also arranged
for the Directors who wish to familiarize themselves with the processes and operations of
the Company.
Your company aims to provide its independent Directors, insight into the Company
enabling them to contribute effectively.
The details of familiarisation program may be accessed on the Company's website https://
www.apisindia.com/pdf/Familiarisation- Programme-for-Independent-Directors.pdf
37. PARTICULARS OF EMPLOYEES
Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of
Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014, a statement
showing the names and other particulars of the top ten employees and the employees drawing
remuneration in excess of the limits set out in the said rules is enclosed as 'Annexure-VI'
and forms part of this Report.
38. MANAGERIAL REMUNERATION
The information required under Section 197(12) of the Companies Act, 2013 read with
Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is provided in 'Annexure-VII', forming part of this report.
39. MATERIAL CHANGES AND
COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF
THE REPORT
There has been no material Change and Commitment 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.
40. BUY BACK OF SECURITIES
The Company has not bought back its securities during the year under review.
41. SWEAT EQUITY
The Company has not issued any Sweat Equity shares during the year under review.
42. BONUS SHARES
No Bonus shares were issued during the year under review.
43. EMPLOYEE STOCK OPTION SCHEME
The Company has not provided any Stock Option Scheme during the year under review.
44. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no material change in the nature of business during the period under
review.
45. SECRETARIAL STANDARDS
As on March 31, 2025 the Secretarial Standard 1 & 2 on Board Meeting has been
notified and the Company has complied with the requirements of the said Secretarial
Standards.
A Certificate of compliances issued by the Secretarial Auditor M/s Anand Nimesh &
Associates is enclosed as Annexure-III and forms part of this Report.
46. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the financial year under review, no Corporate Insolvency Resolution Process
(CIRP) was initiated against your Company, under the
Insolvency and Bankruptcy Code, 2016 (IBC) as amended.
47. ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION
There was no instance of one-time settlement with any Bank or Financial Institution.
Acknowledgements
The Directors place on record their appreciation for the assistance, help and guidance
provided to the Company by the Bankers and Authorities of State Government and Central
Government from time to time. The Directors also place on record their gratitude to
employees and shareholders of the Company for their continued support and confidence
reposed in the management of the Company
|
By order of the Board of Directors For APIS India
Limited |
| Place: New Delhi |
Amit Anand |
Prem Anand |
| Date: August 14, 2025 |
Managing Director DIN: 00951321 |
Director & Chairperson DIN: 00951873 |
|