To,

The Members,

Apollo Ingredients Limited

(Formerly known as Indsoya Limited)

Your directors are pleased to present their 46 th Annual Report on the state of affairs of the Company together with the Audited Financial Statement (Standalone) of Accounts and the Auditors' Report of

Apollo Ingredients Limited (formerly known as Indsoya Limited) ["the Company"] for the year ended 31 st March, 2026.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Company Financial Performance (Standalone) for the financial year ended on 31 st March, 2026 under review is given hereunder: (Amount in Thousands )

2. REVIEW OF OPERATIONS

During the year under review, the Standalone total Income was Rs. 50320.41 thousand against Rs. 30819.90 thousand for the corresponding previous year. Total Comprehensive profit for the period was Rs. 7085.24 thousand as against Rs. 975.49 thousand in the corresponding previous year. The Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased business.

3. DIVIDENDS

In order to conserve resources for future growth and expansion, the Directors do not recommend any dividend on equity share capital of the Company for the Financial Year ended on 31 st March, 2026. Also, dividend distribution policy is not applicable on the company.

4. TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves for the financial year under review. Accordingly, the entire balance available in the Statement of Profit and Loss has been retained therein.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

6. CHANGE IN THE NATURE OF THE BUSINESS

No change in the nature of business activities during the year.

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure I and is incorporated herein by reference and forms an integral part of this report.

8. BUSINESS OUTLOOK

The Company is poised to position itself as an integrated healthcare solutions provider with a multi-disciplinary approach. Leveraging its broad object clause, the Company intends to engage in the manufacturing, import, and export of Ayurvedic, Homeopathic, and Allopathic medicines, while also expanding into the planning, commissioning, and management of healthcare institutions including hospitals, diagnostic centres, wellness centres, and pathology labs.

In addition, the Company aims to offer value-added services such as medical and clinical audits, hospital consultancy, and healthcare manpower solutions including paramedical and nursing support. With increasing demand for holistic, quality, and affordable healthcare, the Company plans to capitalize on emerging opportunities across both traditional and modern systems of medicine, infrastructure development, and healthcare support services both in India and globally.

9. SHARE CAPITAL

As on March 31 st , 2026, the Authorised Share Capital of the Company stood at Rs. 10,00,00,000/- (Rupees Ten Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 5/- (Rupees Five Only) each and the Issued, Subscribed and Paid-up Share Capital of the Company stood at Rs. 5,20,00,000/- (Rupees Five Crore Twenty Lakhs Only) divided into 1,04,00,000 (One Crore Four Lakhs) Equity Shares of Rs. 5/- (Rupees Five Only) each.

The Company has only one class of Equity Shares having a face value of Rs. 5/- per share. Each holder of Equity Shares is entitled to one vote per share and the Equity Shares rank pari-passu in all respects.

During the Financial Year 2025-26, there was no change in the Authorised Share Capital of the Company. However, pursuant to the Letter of Offer dated July 07, 2025 and allotment made under the Rights Issue in the ratio of 25:1 (i.e., Twenty-Five Equity Shares for every One Equity Share held), the Paid-up Share Capital of the Company was increased from Rs. 20,00,000/- (Rupees Twenty Lakhs Only) divided into 4,00,000 (Four Lakh) Equity Shares of Rs. 5/- each to Rs. 5,20,00,000/- (Rupees Five Crore Twenty Lakhs Only) divided into 1,04,00,000 (One Crore Four

Lakhs) Equity Shares of Rs. 5/- each. The allotment of Equity Shares pursuant to the Rights Issue was completed on August 12 th , 2025.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Changes in Directors:

Directors as on 31 st March, 2026:

The Board of Directors at its meeting held on 15/05/2026, have approved the appointment, resignation and change in designation of below Directors, subject to approval of members at the ensuing AGM:

b) Key Managerial Personnel:

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on 31 st March, 2026:

The Board of Directors at its meeting held on 15/05/2026, have approved the change in designation of below Key Managerial Personnel, subject to approval of members at the ensuing AGM:

c) Declaration by Independent Director(s):

The company has received the necessary declaration from each Independent Directors in accordance with Section 149 (7) of the Companies Act 2013, that they meet the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI Listing Regulations.

All Independent Directors of the Company have affirmed compliance with the Schedule IV of the Act and Company's Code of Conduct for Directors and Senior Management.

All the Independent Directors of the Company have complied with the requirement of inclusion of their names in the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs and they meet the requirements of proficiency self-assessment test.

d) Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) 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 Committees. The Directors expressed satisfaction with the evaluation process.

11. MEETINGS OF THE BOARD

During the year, 7 (Seven) Board Meetings were convened and held, the details of which are given below. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards and the SEBI (LODR) Regulations, 2015.

The Meetings that were held in the financial year 2025-2026:

12. MEETINGS OF THE INDEPENDENT DIRECTORS

During the Financial Year 2025 - 2026, 1 (One) Meetings of Independent Directors were held on

14/02/2026 without the attendance of Non-Independent Directors and members of the Management. The Independent directors in the meeting reviewed and assessed the following:

The performance of Non-Independent Directors and the Board as a whole.

The quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

13. MEETINGS OF THE COMMITTEES

There are currently four committees of the Board, as following:

a. Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Board of

Directors with respect of auditing and accounting matters. It also supervises the Company's financial reporting process.

During the Financial Year 2025 - 2026, 7 (Seven) Meetings were held on 29/05/2025,

01/07/2025, 12/08/2025, 02/09/2025, 14/11/2025, 14/02/2026, 05/03/2026. The time gap between any two meetings was not more than 4 months and the Company has complied with all the requirements as mentioned under the Listing Agreement/SEBI (LODR) Regulations, 2015 and the Companies Act, 2013.

The composition of the Committee as on 31 st March, 2026 is as under:

The Board of Directors at its meeting held on 15/05/2026, have approved the appointment, resignation of below Directors, subject to approval of members at the ensuing AGM:

b. Nomination and Remuneration Committee

The Committee's constitution and terms of reference are in compliance with provisions of section 178 of the Companies Act, 2013, Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

During the Financial Year 2025 - 2026, 1 (One) Meetings were held on 14/02/2026.

The composition of the Committee as on 31 st March, 2026 is as under:

The Board of Directors at its meeting held on 15/05/2026, have approved the appointment and resignation of below Directors, subject to approval of members at the ensuing AGM:

c. Stakeholders Relationship Committee

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015. The Committee reviews Shareholder's/ Investor' s complaints like non - receipt of Annual Report, physical transfer/ transmission/transposition of shares, split/ consolidation of share certificates, issue of duplicate share certificates etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

During the Financial Year 2025 - 2026, 1 (One) Meeting was held on 14/02/2026.

The composition of the Committee as on 31 st March, 2026 is as under:

The Board of Directors at its meeting held on 15/05/2026, have approved the appointment and resignation of below Directors, subject to approval of members at the ensuing AGM:

d. Right Issue Committee

The Rights Issue Committee of the Board of Directors, during the financial year under review, considered and approved various matters in connection with the Rights Issue of the Company. The Committee approved the record date and the Rights Issue schedule and subsequently approved the revision in the record date and issue schedule in compliance with applicable regulatory and procedural requirements.

The Committee also approved the appointment of a Monitoring Agency for monitoring the utilisation of the Rights Issue proceeds to ensure proper tracking and compliance with the prescribed end-use requirements. Further, the Committee approved the basis of allotment and allotment of equity shares pursuant to the Rights Issue, thereby completing the Rights Issue process in accordance with the applicable provisions of law and regulations.

During the Financial Year 2025-26, Four (4) meetings of the Committee were held on June 30, 2025, July 04, 2025, August 11, 2025 and August 12, 2025. The Company has complied with all the applicable requirements prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of the Companies Act, 2013. The composition of the Committee constituted as under:

14. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

15. PARTICULARS OF EMPLOYEES

The provisions of Section 197 read with rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.1.20 Crore per year during the financial year 2025-26. Details regarding rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are disclosed in the Annexure III attached herewith this report.

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors have 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) The directors have prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The company has no subsidiaries, joint ventures or associate companies. During the Financial Year, no company ceased as Subsidiary, Joint Venture or Associate of the company.

18. STATUTORY AUDITORS:

In accordance with the provisions of Section 139 of the Companies Act 2013, and the rules made there under, the Board on the recommendation of the Audit Committee, had appointed M/s. DMKH & Co. Firm Registration No.: 116886W, as the statutory auditors of the Company, for a term of five consecutive years, i.e., from the conclusion of the 42 nd Annual General Meeting of the Company (i.e. held on 23 rd September, 2022) till the conclusion of the 47 th Annual General Meeting to be held in the year 2027 and the said appointment with the approval of shareholders.

As required under the provisions of Section 139(1) and 141 of the Companies Act, 2013 read with the Companies (Accounts and Auditors) Rules, 2014, the Company has received a written consent and certificate from the auditors to the effect that they are eligible to continue as Statutory Auditor of the Company.

19. AUDITORS' REPORT

Explanation on Statutory Auditors comments:

The comments made in Auditors Report read with notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

20. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Ravi Patidar and Associates, Practicing Company Secretaries have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report forms part of Annual report as Annexure II.

21. INTERNAL FINANCIAL CONTROLS AND ADEQUACY

The Company has in place adequate internal financial controls with reference to the financial statement. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors.

Significant internal audit findings are discussed and follow - ups are taken thereon. Further, Mr.

Vivek Bharat Variya was re-appointed as an Internal Auditor of the Company for the Financial Year 2026-27.

22. SHARES

Buy Back of Securities:

The Company has not bought back securities during the year under review.

Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review .

Bonus Shares:

The Company has not issued any Bonus Shares were not issued during the year under review.

Employee Stock Option Plan:

The Company has not provided any Stock Option Scheme to the Employees.

23. VIGIL MECHANISM

The company has formulated a Whistle Blower Policy to provide Vigil Mechanism for employees of the company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act and the Listing Regulations.

24. RISK MANAGEMENT POLICY

The Company's principal financial liabilities include trade and other payables. The Company's principal financial assets include cash and cash equivalents and others. The Company is exposed to liquidity risk and market risk. The Company's senior management oversees the management of these risks. The Company's senior management provides assurance that the Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives. Risk management policy of the company has been placed on the Company website at www.apolloingredients.in presently; Regulation 21 of the SEBI LODR with respect to Risk Management Committee is not applicable to your Company.

25. CORPORATE GOVERNANCE

As stipulated vide regulation 15(2) of the SEBI (LODR) Regulations, 2015, the requirement of furnishing report on corporate governance is not applicable to your Company as it's paid up capital and net-worth is below the threshold limit prescribed for the purpose.

26. DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION

186

Full particulars of loans and guarantees given and investments made under Section 186 of the Companies Act, 2013 are given separately in the Financial Statements of the Company read with Notes to Accounts which may be read in conjunction with this Report.

28. RELATED PARTY TRANSACTIONS

All Related Party transactions that were entered into during the financial year under reference were on the arm's length basis and were in ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions between the Company and the Promoters, Directors, Key Managerial Personnel, Subsidiaries, relatives or other designated persons, which may have a potential conflict with the interest of the Company at large. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in form AOC - 2 as Annexure IV in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is applicable to the Company. Additionally, please refer Notes to accounts for related party transactions as per IND AS-24 and Schedule V of the SEBI (LODR) 2015 as amended from time to time.

All Related Party Transactions were placed before the Audit Committee and have been approved by the Board. Omnibus approval of Audit Committee is obtained for the transactions that are foreseen and repetitive in nature. Your Company has formulated a policy on related party transactions, which is also available on

Company's website www.apolloingredients.in

29. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

a. Conservation of Energy, Technology Absorption

Company has limited scope for undertaking energy conservation exercises, but nevertheless continues to emphasize work practices that result in conservation of energy. At the offices of your Company, special emphasis is placed on installation of energy-efficient lighting devices, use of natural light as best as possible, and adoption of effective procedures for conservation of electricity, water, paper and other materials that consume natural resources.

b. Technology absorption

The activities of the Company do not as such involve any technology absorption or expenditure on research and development. Nevertheless, the Company's endeavours would be to achieve what is best possible in its business.

c. Foreign Exchange Earning and Outflow

During the year under review, there was no earning or outgoing in foreign exchange.

30. COST AUDIT

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company.

31. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during financial year shall constitute a Corporate Social Responsibility (CSR) Committee of the Board. Your Company does not fall under the provisions of aforesaid Section; therefore, CSR Committee has not been constituted.

32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Company's premises through various interventions and practices. The

Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year, pursuant to the legislation 'Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India, which came into effect from 9 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace. There was no case reported during the year under review under the said Policy.

33. SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

34. DETAILS OF APPLICATION MADE OR PROCEDDING PENDING UNDER

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 the Insolvency and Bankruptcy Code, 2016.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS

During the year under review, certain proceedings were initiated in relation to fines levied by BSE Limited on the Company for various compliance-related matters. In this regard, the Company had filed a waiver application before the Exchange, which was subsequently rejected. Against the said rejection, the Company preferred an Appeal before the Hon'ble Securities Appellate Tribunal ("SAT"), Mumbai.

The Hon'ble SAT, vide its interim order dated February 26, 2026, directed payment/deposit of Rs. 2,06,000/- towards the matter. Thereafter, vide Final Order dated May 07, 2026, the Hon'ble SAT permitted withdrawal of the Appeal and dismissed the same as withdrawn. Further, BSE Limited was permitted to collect the amount of Rs. 2,06,000/- along with accrued interest from the amount deposited pursuant to the earlier interim order.

The Board is of the opinion that the aforesaid order does not have any material adverse impact on the going concern status, financial position, or future operations of the Company, except to the extent of the amount paid pursuant to the said order.

36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL

POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year i.e., March 31, 2026 and the date of this Directors' Report, except as stated below:

During the year under review, the Apollo Ingredients Limited raised an aggregate amount of Rs. 5.00 Crores through the Rights Issue. Out of the said proceeds, an amount of Rs. 3.00 Crores was utilised towards lease payments for land and building for a period of 10 years from a related party, which constituted a deviation from the objects stated in the Final Letter of Offer. Further, against the originally allocated amount of Rs. 30,00,000/- towards Issue Expenses, the Company incurred Rs. 28,00,000/-, resulting in an unutilised amount of Rs. 2,00,000/- which was subsequently reallocated towards Working Capital requirements.

The Board of Directors, at its meeting held on March 05, 2026, reviewed and approved the aforesaid deviation and reallocation considering the operational and business requirements of the Company.

Subsequently, the Members of the Company at the Extraordinary General Meeting held on March 30, 2026 approved the reallocation of the unutilised Rights Issue proceeds and ratified the deviation in utilisation of the proceeds of the Rights Issue pursuant to the applicable provisions of the Companies Act, 2013 and Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee and the Board of Directors were of the opinion that the aforesaid utilisation and reallocation of proceeds were in the best interests of the Company and its stakeholders and would support continuity of business operations and long-term operational stability

Post allotment of the Rights Issue, the Company complied with all applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and filed all necessary applications, approvals and documents in relation to the Rights Issue

37. DETAILS IN RESPECT OF FRAUD REPORTED BY THE AUDITOR

No fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

38. WEBSITE

As per Regulation 46 of SEBI (Listing, Obligation and Disclosure Requirements) Regulation, 2015, the Company has maintained a functional website namely www.apolloingredients.in containing basic information about the Company like: Details of business, financial information, shareholding pattern, compliance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company. The contents of the said website are updated on regular basis.

39. ACKNOWLEDGEMENT

The Board of Directors would like to acknowledge all its stakeholders and is grateful for the support received from suppliers and business associates.

Your directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Government of Maharashtra and the Bankers to the Company for their valuable support and look forward to their continued co-operation in the years to come.