Your Director's have pleasure in presenting the 14^th Annual Report together with the Audited Financial Statements for the
Financial Year ended 31^st March, 2026.

FINANCIAL RESULTS:

The performance of the Company for the financial year ended 31^st March, 2026, is summarized below:

OVERVIEW OF FINANCIAL
PERFORMANCE

During the year under review, your company has reported
total income including net revenue and other income at
C94,844.96 Lakhs as against C81,810.46 Lakhs in the
previous year.

At the EBITDA level, the company reported a profit
of C 7,286.98 Lakhs for the current year as compared with
C2,973.03 Lakhs in the previous year. Company ended up
with net profit of C 3,884.76 lakhs as compared to Profit
of C 387.65 Lakhs in the previous year.

The improved financial performance reflects the
Company's continued focus on operational efficiency and
business growth during the year under review.

DIVIDEND

The Company continues to consistently reward its
shareholders with steady dividend payout. The Board has
recommended a dividend of C2.50/- per Equity Share
of C 10.00/- each (25% of face value) for FY 2025-26.
Dividend payout is subject to the approval of members at
the ensuing 14^th Annual General Meeting ('AGM').

In view of the changes made under the Income Tax
Act, 1961, by the Finance Act, 2020, dividend paid or
distributed by the Company shall be taxable in the hands

of the shareholders. Your Company will make the payment
of dividend after deduction of tax at source.

Pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Board has approved and adopted the Dividend Distribution
Policy and the same is available on the Company's
website https://apexfrozenfoods.in/wp-content/

uploads/2021/12/dividend-distribution-policy.pdf.

TRANSFER OF UNCLAIMED DIVIDEND
TO INVESTOR EDUCATION AND
PROTECTION FUND

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

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

Company to the IEPF, within 30 days of such shares
becoming due for transfer.

During the review period, the Company has transferred
551 (Five Hundred and fifty One Only) shares and dividend
amounting to C 70,030/- (Rupees Seventy Thousand
and Thirty Rupees only) to the Investor Education and
Protection Fund

Unpaid/unclaimed dividend for the financial year 2018-19
shall be due for transfer to the Fund in November 2026.
Members are requested to verify their records and send
their claim, if any, for the 2018-19 before such amount
become due for transfer. Communications have been sent
to the members, who have not yet claimed final dividend
for FY 2018-19, requesting them to claim the same as well
as unpaid dividend, if any, for subsequent years.

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

Members who wish to claim their dividend declared in
past and which remains unclaimed, are requested to
contact, Bigshare Services Pvt. Ltd, 306, Right Wing, 3^rd
Floor, Amrutha Ville, Opp. Yashoda Hospital, Somajiguda,
Rajbhavan Road, Hyderabad - 500082, Telangana or write
to the Company at its Registered office.

MATERIAL CHANGES AND
COMMITMENTS

There were no material changes and commitments
affecting the financial position of the Company that have
occurred between the end of the Financial Year 2025-26
and the date of the report.

TRANSFER TO RESERVES

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

PUBLIC DEPOSITS

During the financial year, the Company has neither invited
nor accepted/ renewed any deposits from the public within
the meaning of Section 73 and 74 of the Companies Act,

2013 (the 'Act') read with the Companies (Acceptance of
Deposits) Rules, 2014.

SHARE CAPITAL

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

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

(a) Change in the capital structure of the
Company

There was no change in the capital structure of
the company

(b) Status of Shares

As the members are aware, the Company's shares
are compulsorily tradable in electronic form. As on
March 31, 2026, 100% of the Company's total paid
up capital representing 3,12,50,000 shares are in
dematerialized form.

(c) Other shares

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

DETAILS OF APPOINTMENT/
RESIGNATION OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL (KMP):

During the year under review, the Members of the Company
approved the following re-appointments of Directors:

• Mr. B. Raghavulu Naidu (DIN: 09158333) was
re-appointed as an Independent Director of the
Company for a second term of five consecutive
years commencing from June 04, 2026 up to June
03, 2031 at the Annual General Meeting held on
September 29, 2025.

• Mr. Govindareddy Krishnamoorthy (DIN: 09208749)
was re-appointed as an Independent Director of
the Company for a second term of five consecutive
years commencing from June 22, 2026 up to June
21, 2031 at the Annual General Meeting held on
September 29, 2025.

• Mr. Karuturi Satyanarayana Murthy (DIN: 05107525)
was re-appointed as an Executive Director,
designated as "Executive Chairman", for a period of
five years with effect from December 01, 2025, liable
to retire by rotation, at the Annual General Meeting
held on September 29, 2025.

• Mr. Karuturi Subrahmanya Chowdary (DIN:
03619259) was re-appointed as the Managing
Director of the Company for a period of five years
with effect from December 01, 2025, liable to retire
by rotation.

• Mrs. Neelima Devi Karuturi (DIN: 06765515) was re¬
appointed as a Whole-time Director of the Company
for a period of five years with effect from February
01, 2026, liable to retire by rotation.

KEY MANAGERIAL PERSONNEL

The following persons functioned as Key Managerial

Personnel during the year:

BOARD MEETINGS:

During the financial year, Your Board of Directors have met
7 (Seven) times. The details of meeting & attendance are
given hereunder. The maximum interval between any two
meetings did not exceed 120 days, as prescribed in the
Companies Act, 2013.

COMMITTEES OF THE BOARD

Audit Committee

The Audit Committee was constituted pursuant to the
Board meeting held on 27.01.2017 and reconstituted
w.e.f. 01.01.2022. The scope and function of the Audit

Committee is in accordance with Section 177 of the
Companies Act, 2013.

The members of the Audit Committee as on 31.03.2026
are as follows:

None of the recommendations made by the Audit
Committee were rejected by the Board. During the year
under review, the Audit Committee met 5 times.

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

MEETING OF INDEPENDENT DIRECTORS

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

STATEMENT ON DECLARATION GIVEN
BY INDEPENDENT DIRECTORS UNDER
SUB-SECTION (6) OF SECTION 149

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

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

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

In the opinion of the Board, the independent directors fulfil
the conditions specified in the Act as well as the Rules
made thereunder and have complied with the code for
independent directors prescribed in Schedule IV to the Act.

FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS

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

ANNUAL EVALUATION OF BOARD
PERFORMANCE AND PERFORMANCE OF
ITS COMMITTEES AND OF DIRECTORS

The annual evaluation process of the Board of Directors,
individual Directors and Committees was conducted in
accordance with the provisions of the Companies Act,
2013 and the Listing Regulations. The manner in which
the evaluation was carried out is given in the Report
on Corporate Governance which forms part of the
Board's Report.

POLICY ON DIRECTOR'S AND
KEY MANAGERIAL PERSONNEL
APPOINTMENT & REMUNERATION:

In terms of the provisions of Section 178(3) of the Act and
Regulation 19 read with Part D of Schedule II to the Listing
Regulations, the NRC is responsible for determining
qualification, positive attributes and independence of a
Director. The NRC is also responsible for recommending
to the Board, a policy relating to the remuneration of
the Directors, KMP and other employees. In line with
this requirement, your company adopted the policy on
Director's Appointment & Remuneration. The objective
of the policy is to ensure that Executive Directors and
other employees are sufficiently compensated for
their performance. The Policy seeks to provide criteria
for determining qualifications, positive attributes, and
independence of a director and also recommend a policy
relating to the remuneration for the directors and key
managerial personnel. Policy is available atPolicies &
Code of conduct - Apex (apexfrozenfoods.in)

VIGIL MECHANISM / WHISTLE BLOWER
POLICY

Pursuant to Section 177(9) of the Companies Act, 2013, the
Company has established a Vigil Mechanism for Directors
and employees to report genuine concerns relating to
unethical behaviour, actual or suspected fraud, or violation
of the Company's Code of Conduct and Ethics Policy.
The mechanism provides adequate safeguards against
victimization and enables direct access to the Chairman
of the Audit Committee for redressal of concerns. During
the year under review, no person was denied access to the
Chairman of the Audit Committee.

The Company has a Vigil Mechanism and Whistle-blower
policy under which the employees are encouraged to
report violations of applicable laws and regulations and
the Code of Conduct - without fear of any retaliation.
The details of the Policy are explained in the Corporate
Governance Report and also posted on the website of the

Company and is available atPolicies & Code of conduct -
Apex (apexfrozenfoods.in)

RISK MANAGEMENT POLICY

Risk Management forms an integral part of the Company's
business operations and governance framework. The
Company has adopted a comprehensive approach
towards risk management, which includes identification,
assessment, monitoring and mitigation of various
business risks. The risk management framework is
periodically reviewed by the Board of Directors and the
Audit Committee. The Audit Committee also oversees
financial risks and internal controls. The key risks identified
across business functions are continuously monitored and
addressed through appropriate mitigation measures.

In terms of the requirement of Section 134(3)(n) of the
Companies Act, 2013, the Company has developed and
implemented the Risk Management Policy. The details of
the Policy is available on the Company's websitePolicies &
Code of conduct - Apex (apexfrozenfoods.in)

RISK MANAGEMENT COMMITTEE

The provisions relating to constitution of a Risk Management
Committee are not applicable to the Company. However,
the Board of Directors oversees the various risks associated
with the business operations of the Company and ensures
that appropriate risk management practices are in place.

RELATED PARTY TRANSACTIONS

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

The policy on Related Party Transactions as approved by
the Board is uploaded on the website of the Company at
Policies & Code of conduct - Apex (apexfrozenfoods.in)

PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT,
2013

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

CREDIT RATING

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

DIRECTORS' RESPONSIBILITY
STATEMENT

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

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

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

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

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

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

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

INFORMATION ABOUT SUBSIDIARY
/ JOINT VENTURES / ASSOCIATE
COMPANIES

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

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section
134(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 as amended
from time to time, the Annual Return of the Company for
FY2026 which will be filed with Registrar of Companies/
MCA, will be uploaded on the Company's website and can
be accessed at is available on the Company's website and
can be accessed athttps://apexfrozenfoods.in/investors/
annual-reports/

ANNUAL SECRETARIAL COMPLIANCE
REPORT

A Secretarial Compliance Report for the financial year
ended 31^st March, 2026 on compliance of all applicable
SEBI Regulations and circulars / guidelines, has submitted
to the stock exchanges within 60 days of the end of the
financial year. M/s. A.S. Ramkumar & Associates, Company
Secretaries were engaged to issue the same.

SECRETARIAL STANDARDS

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

CORPORATE GOVERNANCE REPORT:

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

AUDITORS & AUDIT REPORTS

a) STATUTORY AUDITORS

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

The Statutory Auditor's report does not contain
any qualifications, reservations, adverse remarks
or disclaimers.

b) INTERNAL AUDITORS

The Board of Directors at their meeting held on
14.08.2023 have appointed M/s. Praturi & Sriram,
Chartered Accountants, Hyderabad, as the Internal
Auditors of your company. The Internal Auditors had
submitted their reports to the management.

c) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with applicable Rules
framed thereunder and Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Members of the Company
at the Annual General Meeting held on 29.09.2025
approved the appointment of M/s. A.S Ram Kumar
and Associates, Company Secretaries in Practice, as
the Secretarial Auditors of the Company for a term of
five consecutive years commencing from FY 2025¬
26.

The Secretarial Audit Report issued by the Secretarial
Auditor in Form MR-3 for the financial year ended
March 31, 2026 forms part of this Annual Report as
Annexure II.

The said report does not contain any qualification,
reservation, adverse remark or disclaimer except the
following observation:

a) There was a delay of six days in transferring
an amount aggregating to C 0.70 Lakhs to the
Investor Education and Protection Fund (IEPF)
during the financial year ended March 31, 2026.

Further, pursuant to Section 124(6) of the
Companies Act, 2013 read with the Investor
Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016, the Company was required to transfer
1,651 equity shares relating to the unpaid and
unclaimed dividend for the financial year 2017¬
18 to the IEPF Authority by November 29,
2025. However, only 551 equity shares were
transferred on December 26, 2025, resulting
in a delay of 28 days, while the transfer of
the remaining 1,100 equity shares remained
pending as on March 31, 2026.

Management Response:

The delay of six days in transferring the unpaid
and unclaimed dividend amounting to ?0.70
Lakhs to the Investor Education and Protection
Fund (IEPF) was due to the unpaid dividend
bank account becoming inoperative at the
relevant time. The amount was transferred
immediately upon reactivation of the account.
The delay was procedural in nature and not
intentional. The Company has strengthened its
internal processes to ensure timely compliance
going forward

With respect to the transfer of 1,651 equity shares
to the IEPF Authority, Company had initiated
the corporate action within the prescribed
timeline. However, the corporate action in
respect of 1,100 equity shares was rejected
by the depository with the remark "Position not
available", which was beyond the Company's
control. Consequently, only 551 equity shares

could be transferred on December 26, 2025,
resulting in a delay of 28 days, while the transfer
of the remaining 1,100 equity shares remained
pending as on March 31, 2026. The Company is
actively coordinating with its Registrar and Share
Transfer Agent (RTA) and the depository to
resolve the issue and shall complete the transfer
of the pending shares to the IEPF Authority upon
resolution of the underlying issue, in compliance
with the applicable provisions of the Companies
Act, 2013 and the IEPF Rules.

REPORTING OF FRAUDS BY AUDITORS

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

DISCLOSURE UNDER SEXUAL
HARASSMENT OF WOMEN AT
WORKPLACE

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

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

During the financial year, neither any complaint was
reported, nor any complaint was pending for disposal.

Compliance with the Maternity Benefit Act, 1961

The Company confirms that it has complied with the
provisions of the Maternity Benefit Act, 1961 and the rules
made thereunder, as applicable, during the financial year
under review.

CORPORATE SOCIAL RESPONSIBILITY
(CSR):

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

The CSR Policy is hosted on the Company's website at
https://apexfrozenfoods.in/investors/policies-code-of-
conduct/

BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORT

Pursuant to the Regulation 34 of the SEBI Listing
Regulations, the provisions relating to Business
Responsibility & Sustainability Report are not applicable to
the Company for the financial year under review.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

Conservation of energy:

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

a. The Company continues to undertake various
initiatives towards improving energy efficiency
and reducing energy consumption across
its operations. As part of these initiatives,
Voltage Frequency Drives (VFDs) have been
installed in machinery to optimise power
consumption and improve the overall efficiency
of plant operations. The Company continues
to evaluate and implement suitable energy-
efficient technologies and practices across its
processing facilities.

II. The steps taken by the company for utilizing alternate
sources of energy: The Company has strengthened
its renewable energy initiatives by installing 2.38
MW of solar power generation capacity across its
processing facilities. The solar power generated
is utilised for captive consumption, reducing
dependence on conventional sources of electricity,
supporting lower carbon emissions and improving
the overall energy efficiency and cost-effectiveness
of the Company's operations.

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

Technology absorption: NOT APPLICABLE
Foreign exchange earnings and outgo:

PARTICULARS OF EMPLOYEES

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

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

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

INTERNAL CONTROL SYSTEMS & THEIR
ADEQUACY

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

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

MAINTENANCE OF COST RECORDS

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

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR
COURTS:

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

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

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

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

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

HUMAN RESOURCES

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

APPRECIATION

The Board wishes to gratefully acknowledge the understanding and support received by the Company from its
employees. It wishes also to thank the banking system, the Central Government, the various State Governments and the
local authorities for the unstinted support received during the year.

This Report will be incomplete without a specific appreciation for the Members of the Company who have shown
immense confidence and understanding in the Company's well-being.

On Behalf of the Board
For Apex Frozen Foods Limited

Place: Panasapadu, Kakinada Sd/- Sd/-

Date: 13.08.2026 K. Subrahmanya Chowdary K. Satyanarayana Murthy

Managing Director & CFO Chairman & Executive Director

DIN 03619259 DIN 05107525