The Board of Directors of the Company have great pleasure in presenting the 16^th Boards' Report of the Company together
with Audited Financial Results for the year ended March 31, 2025. This report states compliance as per the requirements of the
Companies Act, 2013 (“the Act”), the Secretarial Standards, the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other rules and regulations as applicable to
the Company.

* FINANCIAL HIGHLIGHTS:

The highlight of the financial performance of the Company for the year ended March 31, 2025 is summarized as follows:

* OPERATIONAL RESULTS AND STATE OF COMPANY
AFFAIRS:

During the year under review, the Company has earned
a total revenue from operations of Rs. 7,095.53 Lakh for
the year ended March 31, 2025 as against Rs. 5,308.09
Lakh in the previous financial year, recording an increase
of 33.67%.

The Company has recorded a profit (PBT) of Rs. 1,138.48
Lakh for the year ended March 31, 2025 as compared to
Rs. 897.80 Lakh in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended
March 31, 2025 stood at Rs. 856.08 Lakh as compared to
Rs. 663.04 Lakh in the previous financial year, recording
an increase of 29.115

Earnings per share (EPS) for the financial year 2024-25
is Rs. 7.91 showing an increase from the previous year's
Rs. 6.88, recording an increase of 14.97%.

The increase in profits can be attributed to the enhanced
performance of the company. The Board assures
stakeholders that the management is fully committed
to implementing comprehensive strategies aiming at
maximizing the company's profitability.

V DECLARATION OF DIVIDEND

The Board of Directors, considering the Company's
future plans, decided to conserve the resources and not
recommend any dividend for the year under review.

V DIVIDEND DISTRIBUTION POLICY

The provisions pertaining to dividend distribution policy
is not applicable to the Company and accordingly the
Company does not have any dividend distribution policy
in place for the period under review.

V TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013,
the amount of dividend remaining unpaid or unclaimed
for a period of seven years shall be transferred to the
Investor Education and Protection Fund (“IEPF”). During
the year under review, there was no unpaid or unclaimed
dividend in the “Unpaid Dividend Account” lying for a
period of seven years from the date of transfer of such
unpaid dividend to the said account. Therefore, there
were no funds which were required to be transferred to
Investor Education and Protection Fund.

V TRANSFER OF AMOUNT TO RESERVES:

Pursuant to the provision of section 134(3)(j) of the
Companies Act, 2013, Rs. 856.08 Lakh were transferred,
being the Profit of the period to the Surplus in the
statement of Profit and Loss Account of the Company
during the year under review. The company has a closing
balance of Rs. 3304.86 lakh as Reserves and Surplus as
on March 31, 2025.

V CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of
manufacturing, commissioning and O&M of Water
Treatment Plant (WTP), Effluent Treatment Plant (ETP),
Zero Liquid Damage (ZLD) etc. During the year, Your
Company has not changed its business or object and
continues to be in the same line of business as per main
object of the company.

V MATERIAL CHANGES AND COMMITMENTS
BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENT RELATES AND THE DATE OF THIS
REPORT:

Save as mentioned elsewhere in this Report, There are
no material changes and commitments affecting the
financial position of the Company which have occurred
between the date of the Balance Sheet and the date of
this Report.

V SIGNIFICANT & MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS:

No significant material orders have been passed by the
Regulators or Courts or Tribunals impacting the going
concern status and Company's operations in future.

V DEPOSITS:

The Company has neither accepted nor renewed any
deposits falling within the purview of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance
of Deposits) Rules, 2014 as amended from time to time,
during the year under review and therefore details
mentioned in Rule 8(5)(v) & (vi) of Companies (Accounts)
Rules, 2014 relating to deposits, covered under Chapter
V of the Act is not required to be given.

V CAPITAL STRUCTURE:

AUTHORIZED SHARE CAPITAL

As on March 31, 2025, The Authorized Share Capital
of the Company is Rs. 15,00,00,000/- (Rupees Fifteen
Crore) which comprised with 1,50,00,000 shares of Rs
10/- each.

During the year there was no change in the Authorised
Share Capital of the Company.

The Company's issued share capital structure is as
mentioned below:

ISSUED AND PAID-UP CAPITAL

The Paid-up Equity Share Capital as on March 31, 2025
was Rs. 13,18,52,000/- (Rupees Thirteen Crore Eighteen
Lakh Fifty-Two Thousand Only) divided into 1,31,85,200
Shares of Rs. 10/- each.

All the Equity Shares of the Company are in
dematerialization form.

During the Fiscal year under review, in two instances,
when issued share capital of the company was
increased, as mentioned here:

I. Bonus Issue (Capitalisation of Reserves)

The Company issued bonus shares in the ratio of
9:1, i.e., nine fully paid-up equity share for every one
equity shares held, by capitalizing the accumulated
profits and loss of the Company. A total of 87,17,400
bonus shares were allotted. These bonus shares
rank pari passu in all respects with the existing
equity shares of the Company.

II. Initial public offer & Utilization of Proceeds

Pursuant to SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018 and the
applicable sections of the Companies Act, 2013,
the Company successfully completed its SME-
Initial Public Offer (IPO) of 34,99,200 Equity Shares
of '10/- each at an issue price of INR 73/- per Equity
Share. The issue comprised of a complete Fresh
Issue of 34,99,200 Equity Shares of INR 10/- each
amounting to INR 2554.42 lakhs at a Premium of
INR 63 per equity share.

The Company's IPO received an overwhelming
response from the investors and the issue was
oversubscribed. Consequently, the Equity Shares
of your Company listed on the National Stock
Exchange of India Limited (‘NSE') EMERGE Platform.

V DISCLOSURES RELATING TO HOLDING,
SUBSIDIARY, ASSOCIATE COMPANY AND JOINT
VENTURES:

The company does not have any Holding, Subsidiaries,
Associate Company, or Joint Venture as on March
31, 2025. Nor any company ceased to be a Holding,
Subsidiary, Associate Company or Joint Venture during
the period under review.

V LISTING OF SHARES:

The Company's equity shares are listed on NSE Emerge
SME platform of National Stock Exchange of India
Limited (EMERGE Platform) with Symbol APEXECO.
The Company is regular in payment of Annual Listing
Fees. The Company has paid Listing Fees up to the year
2024-25.

V DIRECTORS & KEY MANAGERIAL PERSONNEL:

The following is the composition of the Board as on 31^st March 2025.

During the Financial Year 2024-25 there were no changes in the composition of the board. However Mrs. Kirti Jain, Company Secretary
and Compliance Officer of the Company resigned from the position of Company Secretary and Compliance Officer w.e.f 30^th June, 2025.

INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have been
registered under the Independent Directors Databank
maintained by Indian Institute of Corporate Affairs.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149
of the Companies Act, 2013, the Company has received
individual declarations from all the Independent Directors
confirming that they fulfil the criteria of Independence as
specified in Section 149(6) of the Companies Act, 2013.

DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE
ELIGIBLE TO GET RE-APPOINTED

Pursuant to Section 152 and other applicable provisions of
the Companies Act, 2013, one-third of such of the Directors
as are liable to retire by rotation, shall retire every year and,
if eligible, offer themselves for re-appointment at every AGM.

Pursuant to the provisions of Section 152 of the Companies Act,
2013, Mr. Ajay Raina (DIN: 02042979) and Mr. Ramakrishnan
Balasundaram Aiyer (DIN: 02321328), Directors of the
Company retires by rotation at the ensuing Annual General
Meeting and being eligible, have offered themselves to be
re-appointed as Directors of the Company.

The Board recommends the re-appointment of Mr. Ajay
Raina (DIN: 02042979) and Mr. Ramakrishnan Balasundaram
Aiyer (DIN: 02321328) as Directors of the Company liable
to retire by rotation. Brief profile of the directors seeking

appointment/re-appointment and other details has been

given in ANNEXURE-1 of the notice of the ensuing AGM.

V BOARD AND COMMITTEE MEETING:

BOARD MEETINGS DURING THE FINANCIAL YEAR
2024-25

The Board meets at regular intervals to discuss and take
a view of the Company's policies and strategy apart
from other Board matters. The Board of Directors met 12
times during the financial year ended March 31^st 2025.
in accordance with the provisions of the Companies
Act, 2013 and rules made thereunder. The intervening
gap between two Board Meeting was within the period
prescribed under the Companies Act, 2013 and as per
Secretarial Standard-1. The prescribed quorum was
presented for all the Meetings and Directors of the
Company actively participated in the meetings and
contributed valuable inputs on the matters brought
before the Board of Directors from time to time.

Twelve Board Meetings were held as under:

Attendance of Directors in the Board Meeting:

COMMITTEES OF THE BOARD

The Board of Directors has constituted the following
Committees to effectively deliberate its duties:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee*

*Stakeholders Relationship Committee has been established
as a part of the Good Corporate Governance practices

NUMBER OF COMMITTEE MEETING:

During the financial year 2024-25, the Audit Committee
convened 6 (Six) times to deliberate on crucial financial
matters and ensure compliance with regulatory standards.
The Stakeholders Relationship Committee meeting was held
1 (once) during the year to address stakeholder concerns
and enhance stakeholder engagement. Furthermore, the
Nomination and Remuneration Committee convened 2 (two)
times to assess the performance of the board and carry out
remuneration-related discussions. The active collaboration
of committee members led to impactful discussions and
valuable insights during these meetings.

Furthermore, to uphold regulatory requirements, the
Independent Directors convened a separate meeting on
February 8, 2025, complying with the provisions outlined in
Schedule IV of the Companies Act, 2013, and Regulations
25(3) of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015. This proactive approach
underlines our commitment to governance and transparency.

I. Audit Committee:

The composition of the Audit Committee has been
precisely structured to align with the requirements
outlined in Section 177 of the Companies Act, 2013,
Clause 49 of the Listing Agreement, and Regulation
18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The members of
the Audit Committee collectively possess substantial
financial and accounting expertise, ensuring a high level
of proficiency within the committee. The committee is
comprised of 3 members, and the Company Secretary
is the Secretary of the committee.

The detail of the composition of the Audit Committee
along with their meetings held/ attended is as follows:

During the year under review, meetings of Audit
Committee were held on the following dates:

All the recommendation made by the Audit Committee in
the financial year 2024-25 was approved by the Board.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committees
composition meets with the requirement of section 178
of the companies Act, 2013 and Regulation 19 of SEBI
(Listing Obligations and Disclosures Requirements)
Regulations, 2015. The Members of the Nomination
& Remuneration Policy possess sound knowledge/
expertise/exposure.

The Committee comprised of 3 members as per Table
here in below. The Company Secretary is the Secretary
and Compliance Officer of the Committee.

The detail of a composition of the Nomination &
Remuneration Committee along with their meetings
held/ attended is as follows: -

During the year under review, meetings of Nomination&
Remuneration Committee were held on:

Nomination & Remuneration Policy: The Company
believes that building a diverse and inclusive culture
is integral to its success. A diverse Board, among
others, will enhance the quality of decisions by utilizing
different skills, qualifications, professional experience
and knowledge of the Board members necessary for
achieving sustainable and balanced development. In
terms of SEBI Listing Regulations and Act, the Company
has in place Nomination & Remuneration Policy which is
also available at the Company's website: https://www.
apexecotech.com/assets/3 Nomincation%20and%20
Remuneration%20Policy Apex.pdf

III. Stakeholder Relationship Committee:

The Stakeholders Relationship Committee meets with
the requirement of Section 178 of the Companies Act,
2013 and Regulation 20 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
The Stakeholders Relationship Committee is mainly
responsible to review all grievances connected with
the Company's transfer of securities and Redressal of
shareholders / Investors / Security Holders Complaints.
The Committee comprised of 3 members as per Table
here in below. The Company Secretary is the Secretary
and Compliance Officer of the Committee. The detail of
a composition of the said Committee along with their
meetings held/ attended is as follows: -

During the year under review, meetings of Stakeholder
Relationship Committee were held on 10^th February 2025.

V FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

The Board members are provided with necessary
documents/ brochures, reports and internal policies
to enable them to familiarize with the Company's
procedures and practices, the website link is https://
www.apexecotech.com

V PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013
and Rules made thereunder, the Board has carried out
annual performance evaluation of its own performance,
the directors individually as well the evaluation of
the working of its Audit Committee, Nomination
& Remuneration Committee and Stakeholders
Relationship Committee, experience and expertise,
performance of specific duties and obligations etc.
were carried out. The Board and the Nomination and
Remuneration Committee reviewed the performance of
the Individual Directors including Independent Directors
on the basis of the criteria and framework adopted by
the Board. Further, the performance of Board as a whole

and committees were evaluated by the Board after
seeking inputs from all the Directors on the basis of
various criteria. The Board of Directors expressed their
satisfaction with the evaluation process. In a separate
meeting of Independent Directors, the performance of
Non- Independent Directors, performance of Board as a
whole and performance of the Chairman was evaluated,
taking into account the views of the Executive Directors
and Non-Executive Directors.

V DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c)
and Section 134(5) of the Companies Act, 2013, to the
best of their knowledge and belief the Board of Directors
hereby submit that:

a. In the preparation of the Annual Accounts, for the
year ended on 31^st March 2025 the applicable
accounting standards have been followed and
there is no material departure from the same;

b. The Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the company at the end of financial year and
of the profit of the company for the financial year
ended on 31^st March, 2025.

c. The Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of
Companies Act, 2013 for safeguarding the assets
of the company and for preventing and detecting
fraud and other irregularities;

d. The Directors had prepared the Annual Accounts
on a going concern basis

e. The Directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
are operating effectively and;

f. 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

V CORPORATE GOVERNANCE REPORT:

Since the company has been listed on SME EMERGE
Platform of National Stock Exchange Limited (NSE), by
virtue of regulation 15 (2) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
compliance with the corporate governance provisions
as specified in regulation 17 to 27 and clause B to (i) of
sub regulation (2) of Regulation 46 and Para C, D and E
of Schedule V relating to Corporate Governance Report,
shall not apply to company listed on SME Exchange.
Hence, Corporate Governance Report does not form a
part of this Board Report, though we are committed for
the best corporate governance practices.

V CORPORATE SOCIAL RESPONSIBILITY:

As per the Audited Financial Statements for the year
ended 31^st March, 2024, the net profit of the Company
(computed as per Section 198 of the Companies Act,
2013) exceeds ^5.00 crores. Accordingly, the provisions
of Section 135 of the Companies Act, 2013, relating to
Corporate Social Responsibility (CSR), are applicable to
the Company.

In terms of Section 135(9) of the Companies Act, 2013,
where the amount to be spent under Corporate Social
Responsibility (CSR) by a company does not exceed
fifty lakh rupees, therefore the requirement under
Section 135(1) for constitution of the Corporate Social
Responsibility Committee is not applicable and the
functions of such committee provided under Section
135 of the Act, are discharged by the Board of Directors
of the Company. The function of CSR Committee is
discharged by the Board under the provisions of Section
135(9) of the Act. Accordingly, the Board has approved
the Corporate Social Responsibility (CSR) Policy. CSR
Policy is available on the website of the Company. The
Annual Report on CSR Activities during the financial
year 2024-25 forming part of this Board's Report is
annexed herewith as “Annexure - VI” to this report.

V PARTICULARS OF LOANS, GURANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

The Company has not provided any loans, guarantees or
invested any securities as per the provisions of Section
186 of the Companies Act, 2013.

V PARTICULARS OFCONTRACTS ORARRANGEMENTS
WITH RELATED PARTIES UNDER SECTION 188 OF
THE COMPANIES ACT, 2013:

During the year under review, contracts or arrangements
entered into with the related party, as defined under
section 2(76) of the Companies Act, 2013 were in the
ordinary course of business on arm's length basis. During
the year the Company has not entered into any materially
significant related party transactions which may have
potential conflict with the interest of the Company at
large. Further, all related party transactions entered into
by the Company are placed before the Audit Committee
for its approval. Suitable disclosures as required are
provided in AS-18 which forms the part of the notes to
the Financial Statement. In line with the requirements of
the Companies Act, 2013 and SEBI Listing Regulation
2015, the Company has formulated a Policy on Related
Party Transactions which is also available on Company's
Website https://www.apexecotech.com.

The particulars of the contracts or arrangements entered
into by the Company with related parties as referred to
in Section 134 (3) (h) read with section 188(1) of the Act
and rules framed thereunder, in the Form No. AOC-2 are
annexed and marked as Annexure-I.

V ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial
Controls with reference to financial statements. The
Company has a continuous monitoring mechanism
which enables the organization to maintain the same
standards of the control systems and help them in
managing defaults, if any, on timely basis because of
strong reporting mechanisms followed by the Company.

V RISK MANAGEMENT:

The Board of the Company has evaluated a risk
management to monitor the risk management plan
for the Company. The Audit Committee has additional
oversight in the area of financial risk and controls.
Major risks identified by the businesses and functions
are systematically addressed through mitigating
actions on continuing basis. The company has been
following the principle of risk minimization as it is the
norm in every industry. The Board has adopted steps
for framing, implementing and monitoring the risk
management plan for the company. The main objective
of this 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 decisions on risk
related issues.

In today's Challenging and competitive environment,
strategies for mitigating inherent risk in accomplishing
the growth plans of the company are imperative. The
Common risks inherent are: Regulations, Competition,
business risk, technology obsolescence, long term
investments and expansion of facilities. Business risk,
inter alia, includes financial risk, political risk, legal
risk etc.

As a matter of policy, these risks are assessed and steps
as appropriate are taken to mitigate the same. The
Company has formulated a policy for Risk management
with the following objectives:

• Provide an overview of the principles of
risk management.

• Explain approach adopted by the Company for
risk management.

• Define the organizational structure for effective
risk management.

• Develop a “risk” culture that encourages all
employees to identify risks and associated.

• Opportunities and to respond to them with
effective actions.

• Identify, access and manage existing and new risks
in a planned and coordinated manner with minimum
disruption and cost, to protect and preserve
Company's human, physical and financial assets.

V PARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY, ABSORPTION:

A. Conservation of Energy:

The Company applies a strict control system to monitor
day by day power consumption in an effort to save
energy. The Company ensures optimal use of energy
with minimum extent of wastage as far as possible.
The Company is aware of its responsibilities and has at
every available opportunity, used and implemented such
measures so as to enable energy conservation.

B. Technology Absorption:

The Company has not made any special effort towards
technology absorption. However, the company always
prepared for update its factory for new technology. The
Company's operation does not require any significant
import of technology so far.

V FOREIGN EXCHANGE EARNINGS AND OUTGO:

V AUDITORS:

STATUTORY AUDITORS

M/s. Raman Chawla & Associates, Chartered
Accountants, having their office at 60/2C, Second Floor,
Indian Oil Complex, Hauz Khas, New Delhi-110017 (ICAI
Firm Registration Number: 108959W) is the Statutory
Auditor of the Company to hold office for period of 5
(Five) years from the conclusion of the Annual General
Meeting of the Company held in the year 2021 till
the conclusion of the Annual General Meeting of the
Company to be held in the year 2026.

Further, the notes on financial statements referred to in
the Auditors' Report are self -explanatory and do not
call for any further comments. They do not contain any
qualification, reservation, disclaimer or adverse remarks.
The report of auditors has been attached to this report
as “Annexure-VM'.

SECRETARIAL AUDITORS

As required under provisions of section 204 of the
Companies Act, 2013 and Rules framed thereunder,
the Board has appointed the Secretarial Auditors of
the Company, CS Akash Goel, Proprietor, Akash &
Co. Practicing Company Secretaries, for conducting
the Secretarial Audit for the FY 2024-25. Secretarial
Audit Report in Form MR-3 issued by the Secretarial
Auditor of the Company for the Financial Year ended on
March 31 2025 is attached to the Director's Report as
“Annexure-II”.

INTERNAL AUDITORS

In accordance with the provisions of Section 138 of the
Companies Act, 2013 and Rules framed thereunder,
your Company has appointed M/s. Manender Singh
& Company, Chartered Accountants (FRN: 042012N)

as the Internal Auditors of the Company for the
Financial Year 2024-25 and takes their suggestions
and recommendations to improve and strengthen the
internal control systems.

STATUTORY AUDITOR'S REPORT AND SECRETARIAL
AUDIT REPORT

Statutory Auditor's Report: There are no qualifications,
reservations or adverse remarks made by Statutory
Auditors in the Auditor's report. The notes on accounts
referred to the Auditors' Report are self-explanatory and
therefore, do not call for any further explanation.

Secretarial Auditor's Report: There are no
qualifications, reservations or adverse remarks made
by Secretarial Auditors in their report.

V REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory
nor the Secretarial Auditors has reported to the Audit
Committee under Section 143(12) of the Companies
Act, 2013 any instances of fraud committed against
the Company by its officers or employees, the details of
which would need to be mentioned in the Board's Report.

V WEB ADDRESS OF ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)
(a) of the Companies Act, 2013 read with Companies
(Management and Administration) Rules, 2014, the
Annual Return as on March 31, 2024 is available on the
Company's website https://www.apexecotech.com.

V MANAGEMENT DISCUSSION & ANALYSIS
REPORTS:

A detailed report on Management Discussion and
Analysis (MDA) Report is included in this Report as
Annexure - IV.

V NON-APPLICABILITY OF THE INDIAN ACCOUNTING
STANDARDS:

As per provision to regulation Rule 4(1) of the companies
(Indian Accounting Standards) Rules, 2015 notified vide
Notification No. G.S.R 111 (E) on 16^th February, 2015,
Companies whose shares are listed on SME exchange
as referred to in Chapter XB of SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2009, are
exempted from the compulsory requirements of adoption
of IND-AS w.e.f. 1^st April, 2017.

V DISCLOSURES UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

At Apex Ecotech Limited, all employees are of equal
value. There is no discrimination between individuals at
any point on the basis of race, colour, gender, religion,
political opinion, national extraction, social origin, sexual
orientation or age.

The Company is committed to provide a safe and
conducive work environment to its employees. There
exist at the group level an Internal Complaints Committee

(‘ICC') constituted under The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The group is strongly opposed
to sexual harassment and employees are made aware
about the consequences of such acts and about the
constitution of ICC. During the year under review, no
complaints were filed with the Committee under the
provisions of the said Act in relation to the workplace/s
of the Company.

The Company also has in place “Prevention of Sexual
Harassment Policy”. This Anti- Sexual Harassment
Policy of the Company is in line with the requirements
of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. All
employees (permanent, contractual, temporary and
trainees) are covered under this policy.

* COMPLIANCE WITH SECRETARIAL STANDARDS
ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards
issued by the Institute of Company Secretaries of India
on Board meetings and Annual General Meetings.

The Directors have devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards and that such systems are
adequate and operating effectively.

* MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as
specified by the Central Government under sub section
(1) of section 148 of the Companies Act, 2013, were
not applicable to the Company up to March 31, 2025
and accordingly such accounts and records were not
required to be maintained.

* GREEN INITIATIVES:

In compliance with Regulation 36 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 Notice of the AGM along with the Annual Report
2024-25 is being sent only through electronic mode to
those Members whose email addresses are registered
with the Company/ Depositories. Members may note
that the Notice and Annual Report 2024-25 will also
be available on the Company's website https://www.
apexecotech.com.

* INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect
of the Company in terms of Insolvency and Bankruptcy
Code 2016.

* VIGIL MECHANISM FOR THE DIRECTORS AND
EMPLOYEES:

Pursuant to Section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and
employees to report genuine concerns has been
established, in order to ensure that the activities of
the company and its employees are conducted in a
fair and transparent manner by adoption of highest

standards of professionalism, honesty and integrity and
ethical behaviour. The Company has established a vigil
mechanism through which Directors, employees and
business associates may report unethical behaviour,
malpractices, wrongful conduct, fraud, violation of
Company's code of conduct without fear of reprisal.
The Company has set up a Direct Touch initiative, under
which all Directors, employees, business associates
have direct access to the Head of Department or in
case it involves Senior Managerial Personnel access
to the MD and in exceptional cases access to Audit
Committee of Directors constituted by the Board. This
Policy prohibits the Company to take any adverse action
against its employees for disclosing in good faith any
unethical & improper practices or alleged wrongful
conduct to the Head of Department or to the MD or to
the Audit Committee. Any employee against whom any
adverse action has been taken due to his disclosure of
information under this policy may approach the Audit
Committee. The Company ensures that genuine Whistle
Blowers are accorded complete protection from any kind
of unfair treatment or victimization. The vigil mechanism
policy has also been uploaded in the website of the
company at https://www.apexecotech.com/assets/5
Whistle%20Blower%20Policv Apex.pdf.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The Company has no employee in the Company drawing
remuneration of more than Rs. 8,50,000/- per month
or 1,02,00,000/- per annum, and hence the Company
is not required to give information under Sub rule 2
and 3 of Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Amendment
Rules, 2016. The ratio of remuneration of each whole¬
time director and key managerial personnel (KMP) to the
median of employee's remuneration of the employee of
the Company as per section 197(12) read with Rule 5 (1)
(i) of the Companies (Appointment and Remuneration)
Rules 2014 for the financial year 2024-25 forms part
of this Board report as “Annexure-IM'. Additionally,
the following details form part of Annexure-III to the
Boards Report:

• Remuneration to Non-executive/

Independent Directors

• Percentage increase in the median remuneration of
employees in the financial year.

• Number of permanent employees on roll of
the Company.

• The company did not allow any sweat equity shares
& does not have an employee stock option scheme.

* BOARD POILICIES AND CODE OF CONDUCTS:

A. Policy on Directors Appointment and
Remuneration:

The policy of the Company on director's appointment
and remuneration, including the criteria for determining
the qualifications, positive attributes, independence
of a director and other matters, as required under
sub section (3) of section 178 of the Companies Act,
2013 have been regulated by the nomination and
remuneration committee and the policy framed by the

company is available on our website, at https://www.
apexecotech.com/assets/3 Nomincation%20and%20
Remuneration%20Policy Apex.pdf.

We affirm that the remuneration paid to the directors
is as per the terms laid out in the Nomination and
Remuneration Policy of the Company with the Nomination
and Remuneration Committee of the Company.

B. Prevention of Insider Trading:

The Board of Directors has adopted the Insider Trading
Policy in accordance with the Requirements of SEBI
(Prohibition of Insider Trading) Regulations, 2015.

The Insider Trading Policy of the Company lays down
guidelines and procedures to be followed, and disclosures
to be made while dealing with shares of the Company as
well as consequences of violation. The Policy has been
formulated to regulate, monitor and ensure reporting of
deals by employees and to maintain the highest ethical
standards of dealing in Company's Shares.

C. Other Board Policies and Conducts:

Following Board Policies have been approved and
adopted by the Board, the details of which are
available on the website of the company at https://
www.apexecotech.com and for the convenience given
herein below:

* THE DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF

Your Company has not undertaken any one-time
settlement with banks or financial institutions.
Accordingly, this clause is not applicable during the
period under review.

* CREDIT RATINGS:

Your Company being an SME Listed Company does not
require obtaining credit rating for its securities.

* REGISTRAR AND SHARE TRANSFER AGENT
INFORMATION:

KFIN TECHNOLOGIES LIMITED

Address: Selenium Tower-B, Plot 31 & 32, Gachibowli,
Financial District,

Nanakramguda, Serilingampally, Hyderabad- 500032
Tel: 91 40 6716 2222/ 1800 309 4001

Email: mahipal.manne@kfintech.com
Website: https://www.kfintech.com/

SEBI Registration Number: INR000000221

* INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and
harmonious industrial relations at all levels. The
enthusiasm and unstinting efforts of employees have
enabled the Company to remain at the leadership
position in the industry. It has taken various steps to
improve productivity across organizations.

* ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to
bankers, business associates, consultants, and various
Government Authorities for their continued support
extended to your Companies activities during the
year under review. Your Directors also acknowledges
gratefully the shareholders for their support and
confidence reposed on your Company.

The Directors look forward to their continued support
in future.

By order of the Board of directors
Apex Ecotech Limited

Sd/- Sd/-

Anuj Dosajh Ajay Raina

Date: 25.08.2025 (Managing Director) (Director)

Place: New Delhi DIN: 00119225 DIN: 02042979