Your Directors have pleasure in presenting to you the Fortieth (40^th) Annual Report of the Company and the Audited Financial
Statements for the financial year ended 31^st March 2026.

A. COMPANY PERFORMANCE:FINANCIAL HIGHLIGHTS (f in Lakhs)

INTERIM DIVIDEND

Pursuant to the approval of the Board of Directors on
29^th January 2026, the Company paid an interim dividend
of f 2.50/- (previous year - f 2.00/-) per equity share of
the face value of f 2.00/- each to the Shareholders who
were members of the Company as on 4^th February 2026,
being the record date fixed for this purpose.

Interim Dividend absorbed a sum of f 1,296.12 Lakhs out
of the net profits after tax for the financial year 2025-26.

FINAL DIVIDEND

Based on Company's performance, your Directors are
pleased to recommend for approval of members, a final
dividend of f 5.50/- (previous year - f 4.50/-) per equity
share of the face value of f 2.00/- each for the financial
year 2025-26. Dividend, if approved, will absorb a sum
of f 2,851.47 Lakhs out of net profit after tax and will be
paid to those Shareholders whose name appears in the
Register of Members on 12^th day of June 2026.

The total dividend is f 8.00 (400%) [Previous Year -
f 6.50 (325%)] for the financial year 2025-26, including

the Interim dividend of f 2.50/- per Equity Share (125%)
and Proposed Final Dividend of f 5.50/- per share (275%)
per equity share of the face value of f 2.00/- each. Total
dividend payout for the financial year 2025-26 amounts to
f 4,147.59 Lakhs (Previous Year - f 3,369.92 Lakhs).

As per Income Tax Act, 2025, the Company is required to
deduct tax at source from the dividend paid to the Members
at prescribed rates.

The Dividend Distribution policy of the Company
can be accessed at the following weblink:
https://apcotex.com/investor-corporate-policy

TRANSFER TO RESERVE

There is no amount proposed to be transfered to reserves
out of profit of the financial year 2025-26.

B. RENEWABLE ENERGY:

An income of f 92.71 Lakhs (net) has been generated
from renewable energy through wind turbine
generator installed at Sadawaghapur, Taluka - Patan,

District Satara and solar project at Taloja Plant
during the financial year 2025-26 [Previous year -
f 85.59 Lakhs (net)] which was netted off against
the power cost.

C. DISCLOSURES UNDER COMPANIES ACT,
2013:

I. ENERGY, TECHNOLOGY & FOREIGN
EXCHANGE

The information under the provisions of
Section 134 (3) (m) of the Companies Act,

2013, read with Rule 8 of the Companies
(Accounts) Rules, 2014 regarding conservation
of energy, technology absorption and foreign
exchange earnings and outgo are given in the
Annexure I, forming part of this report.

II. ANNUAL RETURN

The Annual Return has been placed on the
website of the Company and can be accessed
athttps://apcotex.com/investor-annual-report.
In terms of Rules 11 and 12 of the Companies
(Management and Administration) Rules,

2014, the Annual Return shall be filed with the
Registrar of Companies within the prescribed
timelines.

III. CHANGES IN THE SHARE CAPITAL

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

IV. FINANCIAL LIQUIDITY

The Company has Investments of f 11,735.84
Lakhs (previous year f 10,559.64 Lakhs) as on
31^st March 2026.

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

V. NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss
and decide on business policies and strategy
apart from regular Board business. During
the financial year under review, the Board of
Directors met 5 times. The intervening gap
between the meetings was within the period
prescribed under the Companies Act, 2013
and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 (SEBI Listing
Regulations).

The details of the Board Meetings and the

attendance of Directors are provided in the
Corporate Governance Report.

VI. COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of
Mr. Udayan Choksi, Non-Executive Independent
Director, as the Chairman of the Committee,
Mr. Abhiraj Choksey*, Vice-Chairman and
Managing Director, Ms. Priti Savla and
Mr. Dinanath Kholkar, Non-Executive
Independent Directors, as the Members.
Further details on the Committee and changes
in its composition are given in the Corporate
Governance Report.

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

*Mr. Abhiraj Choksey ceased to be member of
the Audit Committee w.e.f. closure of business
hours on 6^th May 2026

VII. BOARD INDEPENDENCE

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

1. Mr. Udayan Choksi

2. Dr. Achala Danait

3. Ms. Priti Savla

4. Mr. Dinanath Kholkar

5. Mr. Rajendra Mariwala

I n compliance with Schedule IV of the Companies
Act, 2013 and Rules thereunder and SEBI Listing
Regulations, the Independent Directors met on
27^th March 2026 to discuss issues as prescribed
under the said Act and Regulations.

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

VIII. ANNUAL EVALUATION BY THE BOARD

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

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

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

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

IX. NOMINATION AND REMUNERATION
POLICY

The Nomination and Remuneration
Policy of the Company is uploaded on the
Company's website at the following web link:
https://apcotex.com/investor-corporate-policy

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

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

X. STATUTORY AUDITOR AND AUDITORS
REPORT

Based on the recommendation of the Audit
Committee and the Board of Directors,
Members of the Company at the 37^th Annual
General Meeting (AGM) held on 19^th June
2023, appointed M/s. Manubhai & Shah LLP,
Chartered Accountants (ICAI Firm Registration
No. 106041W/W100136) as the Statutory
Auditors for a term of 5 (five) years commencing
from the conclusion of the 37^th Annual General
Meeting until the conclusion of the 42^nd Annual
General Meeting to be held in the year 2028.

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

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

XI. SECRETARIAL AUDITORS

Based on the recommendation of the Audit
Committee and the Board of Directors,
Members of the Company at the 39^th
Annual General Meeting held on 26^th
June 2025, appointed M/s. D. S. Momaya
& Co. LLP, Company Secretaries (LLPIN:
L2022MH012300) as the Secretarial
Auditors of the Company for a term of Five
(5) consecutive years commencing from 39^th
Annual General Meeting until the conclusion
of 44^th Annual General Meeting of the
Company to be held in the year 2030.

The Secretarial Auditors have issued Secretarial
Audit Report for the financial year ended 31^st
March 2026. The comments made by the
Secretarial Auditors are self-explanatory. Their
report is annexed herewith as Annexure V to
this Report.

XII. COST RECORDS AND COST AUDITORS

M/s. VJ Talati & Co, Cost Accountants, carried
out the cost audit for the Company for the year
under review. They have been re-appointed as
cost auditors for the financial year 2026-27.

A remuneration of ? 65,000/- (Rupees Sixty-
Five Thousand only) plus applicable taxes and
out of pocket expenses has been fixed for the
Cost Auditors subject to the ratification of
such fees by the shareholders at ensuing AGM
of the Company. The Company has maintained
cost records as specified under sub-section (1)
of Section 148 of the Companies Act, 2013 and
the same shall be audited by the Cost Auditor
i.e. M/s. VJ Talati & Co, Cost Accountants, for
the financial year 2026-27.

XIII. RELATED PARTY TRANSACTIONS

All the related party transactions during the
year are entered on arm's length basis and are
in compliance with the applicable provisions of
the Companies Act, 2013 and the SEBI Listing
Regulations. There are no materially significant
related party transactions entered into by the
Company which may have potential conflict
with the interest of the Company at large.

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

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

The Related Party Transaction Policy of the
Company is uploaded on the Company's
website at the following web link:
https://apcotex.com/investor-corporate-policy

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

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

XV. VIGIL MECHANISM

The Company has established a vigil mechanism
for Directors and Employees to report their
genuine concerns in compliance with provision
of Section 177 (9) & (10) of the Companies
Act, 2013 and Regulation 22 of SEBI Listing
Regulations.

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

The Vigil Mechanism / Whistle Blower
Policy of the Company is uploaded on the
Company's website at the following web link:
https://apcotex.com/investor-corporate-policy

XVI. CORPORATE GOVERNANCE

The Company has always strived to adopt
appropriate standards for good Corporate
Governance. Detailed report on Corporate
Governance forms a part of this report. A
certificate from M/s. D. S. Momaya & Co. LLP,
Company Secretaries regarding compliance
of conditions of Corporate Governance as
stipulated under Regulation 34 read with
Schedule V of SEBI Listing Regulations is
annexed to the said Report.

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

Pursuant to Section 186 of the Companies
Act, 2013 and Schedule V to the SEBI Listing
Regulations, disclosure on particulars relating
to Loans, Guarantees and Investments are
provided as a part of the financial statements
in Note No. 5 and 9.

XVIII. RISK MANAGEMENT POLICY

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

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

The Risk Management Policy of the
Company is uploaded on the Company's
website at the following web link:
https://apcotex.com/investor-corporate-policy

D. CORPORATE SOCIAL RESPONSIBILITY:

The Company has a Corporate Social Responsibility
(CSR) Committee constituted in compliance with
Section 135 of the Companies Act, 2013. The
CSR policy of the Company is uploaded on the
Company's website at the following web link:
https://apcotex.com/investor-corporate-policy

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

The Company's CSR initiatives have been focused
on healthcare and education, along with projects in
rural development in areas surrounding its factories
and corporate office, in alignment with Schedule VII
of the Companies Act, 2013. A brief overview of
these initiatives is provided below:

During the year under review, the Company was
required to spend ? 196.10 Lakhs, being 2% of the
average net profit of the previous three financial
years, against which Company had spent ? 197.46
Lakhs during the financial year 2025-26.

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

Uthaan/ EdelGive Foundation

The Company continued working with an NGO
called Uthaan along with the Edelgive Foundation for
the 7^th year in a row for the purpose of empowering
women in six villages in Valia block in Bharuch

District in Gujarat by securing their right to access
safe and sufficient drinking water, to areas free
from open defecation, and to good hygiene through
gender-neutral community practices. A detailed
overview of the program's impact and field initiatives
can be viewed in the video which can be assessed at
following link: https://youtu.be/SZNpihLkaZc.

During the year under review, 103 community
engagement activities were conducted, including
44 meetings at the faliya/hamlet level with
WASH Committees and household visits, reaching
over 1600 participants. The program reached
196 households and 59 Water and Sanitation
Committee meetings were conducted. This
comprehensive outreach ensured the sustainable
maintenance of infrastructure while strengthening
the link between community needs and systemic
development. Gram Sabhas were successfully
held across six villages which significantly
boosted women's public speaking confidence and
strengthened community-government interfaces,
fostering increased local voice and ownership in
village governance.

Infrastructure development remained a key focus,
with 50 toilets, 41 soak pits, and 39 platforms
constructed across the project villages. A major
milestone was achieved in Ghoda with the
installation of a new hand pump, securing a reliable
water supply for 23 households. Awareness and
training initiatives reached over 1,100 individuals
through health programs, school sessions, and
targeted interventions on menstrual health, gender
equality, and leadership development.

To ensure sustainability, maintenance and water
budgeting, trainings were conducted for community
members and leaders. Additionally, 18 Mahila
Mandals with 180 members strengthened women's
leadership and financial resilience. A home-based
livelihood training focused on tailoring skills was
launched for 25 women to promote sustainable
income generation. As part of this program, 25
high-quality sewing machines were provided to the
participants to support their work. This initiative
has empowered the women to earn a steady
income, become more self-reliant, and contribute
meaningfully to the financial well-being of their
families.

The total contribution for the financial year to
Uthaan was ? 69.19 Lakhs.

Seva Sadan Society

The Company has been supporting Seva Sadan
Society's English School, Mumbai since financial
year 2022-23. In financial year 2025-26, Apcotex
supported the school from Standards 1 to 10 with
a contribution of ? 50 Lakhs. During the academic
year 2025-26, the school supported 206 students
and recorded a gradual progress in academics and
overall development. Regular assessments, remedial
classes, and focused board exam preparation led
to improved student performance. This academic
year, the school also saw its first-ever Std. 10 batch
appear for the Board Examinations.

The school further enhanced teaching through
teacher training, expanded library resources, and
digitized classroom learning to make lessons more

interactive and effective. Technology-enabled
teaching tools and question paper generation
software supported improved learning outcomes
and assessments. The school also continued to
promote holistic development through sports, arts,
and experiential learning.

Students participated in music programmes by
the Mehli Mehta Foundation, district-level sports
competitions, educational camps, field trips, science
seminars, project exhibitions, and inter-school events.
annual celebrations and co-curricular activities such
as Sports Day, cultural programmes, and awareness
weeks, which helped nurture confidence, teamwork,
creativity, and leadership, reflecting the school's
commitment to a well-rounded education and
meaningful growth opportunities for every child.

Deepak Foundation

Your Company has been collaborating with Deepak
Foundation for the past five years to implement
skill development initiatives for women and youth
under the Annapurna and Swasth projects in the
areas surrounding the Taloja plant. During the year
under review, the Company contributed ? 30.00
Lakhs towards these initiatives aimed at enhancing
employability in the Panvel block of Raigad district.

The initiative primarily benefited women from
economically weaker and marginalized communities,
enabling them to acquire market-relevant skills,
build confidence, and access sustainable livelihood
opportunities. Several participants secured
employment, while others initiated small-scale
entrepreneurial activities.

Under Annapurna, training focused on food
preparation, hygiene, nutrition, and food safety,
while Swasth covered basic healthcare, patient
care, sanitation, and elderly care. The program also
included yoga, mock interviews, and counselling
support, along with assessments and certification to
enhance employability.

Against a target of 125 candidates, the program
enrolled 163 participants, of whom 126 were
successfully trained. Of these, 99 candidates have
been placed in healthcare, hospitality, and self¬
employment, while placement support continues
for the rest. Participants are earning an average
monthly income of approximately ?9000, subject
to variation based on employment type and work
engagement.

The details as required under Section 135 of the
Companies Act, 2013 are provided in CSR Report
which is annexed herewith as Annexure IV. For the
financial year 2025-26, the Chief Financial Officer of
the Company has certified that the funds of CSR have
been utilized for the purposes and in the manner as
approved by the Board of Directors of the Company.

E. FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

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

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

The familiarization programme along with
details of the same imparted to the Independent
Non-Executive Directors during the year are
available on the website of the Company at
https://apcotex.com/investor-corporate-policy

F. CODE OF CONDUCT FOR PREVENTION
OF INSIDER TRADING:

In accordance with the Securities and Exchange
Board of India (Prohibition of Insider Trading)
Regulations, 2015, the Company has, inter-alia,
adopted a Code of Conduct for Prohibition of Insider
Trading (Code) duly approved by the Board of

Directors of the Company. The Company Secretary
has been designated as the Compliance Officer for
the purpose of this Code.

The Code lays down guidelines, procedures,
and disclosures requirements to be followed by
designated persons and employees while dealing in
the securities of the Company. The Code has been
formulated to regulate, monitor, and report trading
by designated persons and employees and to ensure
adherence to the highest ethical standards and
transparency in dealing in the Company's securities.

G. INTERNAL FINANCIAL CONTROLS:

Your Company has in place adequate and effective
internal financial controls commensurate with
its size, scale and complexity of its operations.
There controls are designed to ensure 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 the timely preparation of
reliable financial information. These are reviewed
periodically and made part of work instructions or
process in the Company.

The Company periodically conducts physical
verification of inventory, fixed assets and cash in
hand and matches them with the books of accounts.
Any discrepancies observed are appropriately
investigated and explanations are obtained from the
concerned functional heads. Necessary corrective
actions are taken, wherever required.

H. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors confirm:

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

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

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

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

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

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

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

The Company is committed to providing a safe,
secure and conducive work environment to all
its employees and has zero tolerance for sexual
harassment at the workplace. In line with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013, the Company has in place a Policy on
Prevention of Sexual Harassment.

The said policy covers all women associated with
the Company, including permanent employees,
temporary employees, contractual personnel,
and service providers working at the Company's
locations.

An Internal Complaints Committee (ICC) has
been duly constituted in accordance with the
provisions of the Act to redress complaints received
regarding sexual harassment and to ensure effective
implementation of the policy.

During the financial year under review, no complaints
pertaining to sexual harassment were received.

J. FIXED DEPOSITS MATURED BUT NOT
CLAIMED:

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

K. INSURANCE:

All insurable assets of the Company including
inventories, buildings, plant and machinery etc., as
well as the liability under legislative enactments, are
insured on reinstatement basis after due valuation
of assets by an external agency. The Company also

holds a Loss of Profit Policy for the financial year
2025-26.

L. PERSONNEL:

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

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

M. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:Appointment

During the year under review, the Board of Directors,
based on the recommendations of Nomination and
Remuneration Committee, at its meeting held on
30^th July 2025, approved the appointment of Mr.
Vivek Thakur as the Chief Financial Officer of the
Company with effect from 30^th July 2025, in place
of Mr. Sachin Karwa, who had resigned from the
position of Cheif Financial Officer effective from
closure of business hours on 27^th May 2025.

The Board of Directors, based on the recommendation
of the Nomination and Remuneration Committee, has
recommend the re-appointment of Mr. Ravishankar
Sharma (DIN: 08739672) as a Wholetime Director,
designated as an Executive Director, w.e.f 1^st May
2026, for a term of two years, subject to the approval of
the Members at the ensuing AGM.

The Board of Directors, based on the recommendation
of the Nomination and Remuneration Committee,
has recommend continuation of directorship of Mr.
Atul Choksey (DIN: 00002102) as a Non-Executive
Non-Independent Director of the Company, liable to
retire by rotation, post attaining the age of 75 years
on 17^th October 2026, subject to the approval of the
Members at the ensuing AGM.

Retirement by Rotation

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

Brief details about his nature of expertise in specific
functional areas, disclosure of relationships between
directors inter-se, details of directorship held in
other companies, membership of committees of the
Board, shareholding in the Company held by the
directors proposed to be appointed/ re-appointed
at the 40^th AGM, provided in the Notice of the AGM.

N. CEO & CFO CERTIFICATION:

Certificate from Vice-Chairman and Managing
Director and Chief Financial Officer of the Company,
pursuant to the Regulation 17 of SEBI Listing
Regulations, for the financial year 2025-26 was
placed before the Board of Directors of the Company
at its meeting held on 6^th May 2026.

O. SECRETARIAL STANDARDS:

The Company complies with all applicable
Secretarial Standards issued by The Institute of
Company Secretaries of India and approved by the
Central Government under Section 118(10) of the
Companies Act, 2013 for the financial year ended
31^st March 2026.

P. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR):

Detailed Business Responsibility and Sustainability
Report as required under Regulation 34 of
SEBI Listing Regulations is uploaded on the
Company's website at the following web link:
https://apcotex.com/investor-annual-report

Q. INVESTOR EDUCATION AND PROTECTION
FUND (IEPF):

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

Accordingly, the Company transferred the unclaimed
dividend of ? 23,84,076/- for the year 2017-18
during August 2025. Considering 2017-18 as base
year, the Company has transferred 180782 Equity
shares of ? 2.00/- each/- held by 1631 number of
shareholders, on which the dividend was unclaimed

for 7 consecutive years, to demat account of lEPF's
authority, in compliance with IEPF Rules during the
financial year 2025-26.

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

The Company will be transferring the final dividend
and corresponding shares for the financial year
2018-19 within statutory timelines. Members are
requested to ensure that they claim the dividends
and shares referred to above, before they are
transferred to the said Fund. The due dates for
transfer of unclaimed dividend to IEPF are provided
in the report on Corporate Governance.

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

to verify the details of unclaimed dividends and the
shares liable to be transferred to IEPF Authority.

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

R. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE COURT:

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

S. ACKNOWLEDGEMENT:

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

We would also like to place on record our sincere
appreciation for the commitment, dedication and
hard work demonstrated by every member of the
Apcotex family. We remain deeply grateful to our
shareholders for their continued confidence and
trust reposed in the Company.

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

FOR AND ON BEHALF OF THE BOARD

Date: 6^th May 2026 ATUL C CHOKSEY

Place: Mumbai CHAIRMAN

DIN:00002102