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*Post open period forex

Order book remains strong at RS1,690 crore in FY25.

Capex incurred during the year RS186 crore which is expected to cater future demands.

In FY26, the Company will continue to hold its focus on higher value-added products and premium geographies.

Leveraging on growing electricity demand, increase in demand for data centres and commitment towards renewables source of energy, will continue to fuel growth trajectory.

Level playing field opportunities in advanced western economies is available to countries like India as a whole and your Company is well poised to take significant pie in that growth along with other peers.

Due to lack of financial arrangements by key customers in the renewable energy sector and by EPC contractors, collection periods could be prolonged and delivery timelines may get delayed. Due to geo-political instability/conflicts freight prices may increase which may create challenge of margin stability and supply chain to a certain extent. Depreciation of RS relative to other currency will affect import-export dynamics.

However, your Company uses hedging to mitigate the risk of currency fluctuations.

Nature of tendering business could be cyclical at a times owing to delay or reductions in capex spends by government. Increase in material prices makes it uneconomical for utilities to honour tendering commitments in time, which may impact the top line for a part of the period. However, since the fundamental growth drivers remains intact such impact would be short term in nature.

Change in government may lead to change in policies or delays/reduces the capital funding which eventually may tamed down the pace of the business growth.

Prolonged extension of the geopolitical situation without any resolution may affect logistics operations and may even impact the freight cost.

Nationalistic policies with more emphasis on local manufacturing may impact the export business.

Any geopolitical or economic upheavals on a local, regional, or worldwide scale may have a negative influence on demand or creates volatility in the input cost, all of which can have an adverse impact on the performance of the business.

Commodity prices carry a risk of price fluctuations.

However, as a mitigating measure, your Company is taking hedge cover.

Borrowing rates for supplier finance arrangement are variable and are based on SOFR. Any fluctuation in such SOFR rates would increase the interest expense.

Your Company is also exposed to risk of fluctuation in currency rates however, your Company is taking a hedge cover to restrict the impact of fluctuations. Due to clients' difficult financial situation, the collection period for debtors may increase and which may affect the cash flows of the business.

Your Company has established adequate ICS in respect of all the divisions of the Company. The ICS aims to promote operational efficiencies and achieve savings in cost and overheads in all business operations. System Application and Product (SAP), a world-class business process integration software solution, which was implemented by the Company at all business units, has been operating successfully. The Company has appointed

M/s. Deloitte Touche Tohmatsu India LLP as its Internal

Auditors. The system-cum-internal audit reports of the Internal Auditors were discussed at the Audit Committee meetings and appropriate corrective steps have been taken. Further, all business segments prepare their annual budgets, which are reviewed along with performance at regular intervals.

Your Company promotes an open and transparent working environment to enhance teamwork and build business focus. Your Company gives equal importance to development of human resources (HR). It updates its HR policy in line with the changing HR culture in the industry as a whole. In order to foster excellence and reward those employees who perform well, the Company has performance/production-linked incentive schemes. The Company also takes adequate steps for in-house training of employees and maintaining a safe and healthy environment. During the year, for second time in a row, your Company has been certified to be a Great Place to Work.

The Company has introduced Employees Stock Appreciation

Rights Plan 2024 (ESAR) to reward eligible employees.

The Company has identified the following as key financial ratios:

*EBITDA post open period forex excluding interest income, unallocable corporate expenditures.

The statements made in the Management Discussion & Analysis section, describing the Company's goals, expectations and predictions, among others, do contain some forward-looking views of the management. The actual performance of the

Company is dependent on several external factors, many of which are beyond the control of the management, viz. growth of Indian economy, continuation of industrial reforms, fluctuations in value of Rupee in the foreign exchange market, volatility in commodity prices, applicable laws/regulations, tax structure, domestic/international industry scenario, movement in international prices of raw materials and economic developments within the country, among others.

Your Company has the following subsidiaries and associates as at March 31, 2025:

1. Petroleum Specialities Pte. Ltd. Singapore (PSPL) Wholly-Owned Subsidiary (WOS) of the Company,

2. Petroleum Specialities FZE, Sharjah (PSF) WOS of PSPL, which in turn is the subsidiary of the Company,

3. APAR Transmission & Distribution Projects Private Limited (ATDPPL) WOS of the Company,

4. APAR Distribution & Logistics Private Limited (ADLPL) WOS of the Company,

5. CEMA Wires & Cables LLC, USA (CEMA) WOS of the Company,

6. APAR Industries Middle East Limited*, Saudi Arabia (AIMEL) WOS of the Company, and

7. APAR Industries LATAM LTDA, Brazil, (AILLB) WOS of the Company.

1. Ampoil APAR Lubricants Private Limited (AALPL) Associate of the Company with 40% stake along with PPS

Motors Private Limited and Others and

2. Clean Max Rudra Private Limited (Clean Max) Associate of the Company with 26% stake.

*Not consolidated as there are no operations till March 31, 2025.

The Company has not attached the Balance Sheet, Statement of Profit & Loss Accounts and other documents of its seven Subsidiaries and two Associates. As per the provisions of

Section 129(3) read with Section 136 of the Companies Act, 2013, a statement containing brief financial details of the

Subsidiaries and Associates for the financial year ended March 31, 2025, in Form AOC 1 is included in the Annual Report and shall form part of this Report as “Annexure VIII”. The annual accounts of the said Subsidiaries and Associates and other related information will be made available to any member of the Company seeking such information at any point of time and are also available for inspection by any member of the Company at the Registered Office of the Company.

Further, pursuant to provisions of Section 136 of the Act, the financial statements, including Consolidated Financial

Statements of the Company along with relevant documents and separate audited accounts in respect of Subsidiaries and

Associates, are available on the website of the Company at www.apar.com.

During the year under review the Company has incorporated a new WOS in Brazil to trade in Conductors, Rods, Cable accessories, Speciality oils and Lubricants in name of APAR Industries LATAM LTDA, having its Registered Office at Sao Paulo, Brazil on October 31, 2024.

There are no significant and material orders passed during the year by the regulators or courts or tribunals impacting the going concern status of the Company and operations of the Company in future.

Your Company believes in conducting its affairs in a fair, transparent, and professional manner and maintaining good ethical standards, transparency and accountability in its dealings with all its constituents. As required under the Listing

Regulations, a detailed report on Corporate Governance along with the Auditors' Certificate thereon forms part of this report as

“Annexure V”.

Business Responsibility & Sustainability Report (BRSR) along with reasonable assurance of the BRSR Core as stipulated under

Regulation 34(2)(f) of the Listing Regulations forms part of this

Annual Report as “Annexure VI”.

Smt. Nina Kapasi (DIN: 02856816), an Independent Director

(Non-Executive) of the Company and Chairperson of the Audit Committee ceased to be Independent (Non-Executive) Director on the Board of the Company w.e.f the closure of business hours on May 29, 2024, due to completion of her second and final term as an Independent Director on the Board of the

Company. Consequently, she also ceased to be a Chairperson/

Member of the following Committees of the Board of Directors of the Company w.e.f. the closure of business hours on

May 29, 2024. i. Audit Committee (Chairperson) ii. Corporate Social Responsibility & Sustainability Committee (Member) iii. Nomination and Compensation-cum-Remuneration Committee (Member) and iv. Risk Management Committee (Member) The Board placed on record its appreciation for the valuable contribution and expert advice given by Smt. Nina Kapasi during her tenure as an Independent Director and as a Member of the various Committees of the Board and Chairperson of the Audit Committee.

At the 36th Annual General Meeting (AGM), following appointment/re-appointment is being proposed: a. On the recommendation of Nomination and Compensation-cum-Remuneration Committee and Audit Committee of the

Directors, the Board of Directors has appointed Mr. Rishabh Kushal Desai (DIN: 08444660) as a Whole-Time Director of the Company for a period of 5 years commencing from September 1, 2025 to August 31, 2030 (both days inclusive), liable to retire by rotation subject to approval of the Shareholders and other necessary approvals. b. Mr. Kushal Narendra Desai, Director (DIN: 00008084), shall retire by rotation and being eligible, offers himself, for re-appointment.

Details of the proposal for the appointments/re-appointment of Mr. Rishabh Kushal Desai and Mr. Kushal Narendra Desai along with their brief resume are mentioned in the Explanatory

Statement under Section 102 of the Act and disclosure under Regulation 36(3) of the Listing Regulations as annexed to the Notice of the 36th AGM.

The Board recommends the appointment and re-appointment of the above Director(s).

As on March 31, 2025, Mr. Kushal N. Desai, Managing Director and Chief Executive Officer, Mr. Chaitanya N. Desai, Managing Director, Mr. Ramesh S. Iyer, Chief Financial Officer and Mr. Sanjaya Kunder, Company Secretary are the Key Managerial

Personnel of the Company.

During the year, four Board Meetings and five Audit Committee

Meetings were convened and held. All the Meetings were held through Video Conferencing as permitted by the Law. The intervening gap between the Meetings was within the period prescribed under the Act. The details of these Meetings, including other committee meetings, regarding their dates and attendance of each of the Directors thereat, have been set out in the Report on Corporate Governance.

Mr. Rajesh N. Sehgal, Mr. Kaushal J. Sampat and Smt. Nirupa

K. Bhatt were the Independent Directors (Non-Executive) of the

Company as on March 31, 2025.

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations.

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Compensation-cum-Remuneration Committee, Corporate Social Responsibility & Sustainability Committee, Risk

Management Committee and Share Transfer and Shareholders

Grievance-cum-Stakeholders Relationship Committee. The way the evaluation has been carried out, has been explained in the Corporate Governance Report.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act: i. that in the preparation of the Annual Financial Statements for the Financial Year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any. ii. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company as at March 31, 2025 and of the Profit of the

Company for the period ended on that date. iii. that proper and sufficient care has been taken 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 the annual accounts have been prepared on a going concern basis. v. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. vi. that systems to ensure compliance with the provisions of all applicable laws were devised and in place and were adequate and operating effectively.

The Board has, on the recommendation of the Nomination and Compensation-cum-Remuneration Committee framed a policy for the selection and appointment of Directors, Senior Management, and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Particulars of information as per Section 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a

Statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set in the Rules and Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as

“Annexure III” forming part of this Report.

The Board of Directors has constituted a Risk Management Committee. Your Company has implemented a mechanism for risk management and formulated a Risk Management Policy. The policy provides for the identification of risks and the formulating of mitigation plans. The Risk Management

Committee, Audit Committee and the Board of Directors review the risk assessment and minimisation procedures on a regular basis.

In compliance with Section 92(3) and 134(3)(a) of the Act,

Annual Return is uploaded on Company's website and can be accessed at https://apar.com/investor/.

All Related Party Transactions, that were entered into during the

Financial Year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large. Form AOC-2 relating to the Disclosure of Particulars of

Contracts/arrangements entered by the Company with related parties is annexed as “Annexure IX” and forming part of Board's Report.

All Related Party Transactions are placed before the Audit Committee as also the Board for review and approval. A statement giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their review, approval and noting on a quarterly basis.

The policy on Related Party Transactions as approved and revised by the Board from time to time in line with the amended provisions of Act and Listing Regulations has been uploaded on the Company's website.

There were no materially significant Related Party transactions during the year under review except as disclosed in

Form AOC-2 annexed as “Annexure IX”.

The Company has an Audit Committee pursuant to the requirements of the Act read with the rules framed thereunder and Listing Regulations. The details relating to the same are given in the report on Corporate Governance forming part of this Report.

During the year under review, the Board has accepted all recommendations of Audit Committee and accordingly, no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

During the year under review, there were no instances of fraud reported by the Auditors under sub-section 12 of Section 143 of the Act and Rules framed thereunder, either to the Company or to the Central Government.

There are no Material changes and commitments, if any, affecting the financial position of the Company which have occurred from the end of the Financial Year till the date of the Report.

Your Company has not accepted deposits within the meaning of Section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year and hence, there were no outstanding deposits and no amount remained unclaimed with the Company as on March 31, 2025.

Details of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

The observations made by the Statutory Auditors in their report read with the relevant notes as given in the notes to the financial statement for the Financial Year ended March 31, 2025, are self-explanatory and are devoid of any reservation, qualification or adverse remarks.

The present Statutory Auditors, M/s. C N K & Associates LLP, Chartered Accountants (Firm Registration No. 101961W/W-100036), Mumbai were appointed at the 31st Annual General Meeting (AGM) of the Company held on August 17, 2020 for a first term of 5 years so as to hold office up to this 36th AGM of the Company.

The Statutory Auditors have confirmed that they are not disqualified from continuing and being re-appointed as the

Statutory Auditors of the Company, in accordance with the provisions of the Companies Act, 2013.

The Board of Directors of the Company, basis the recommendation of the Audit Committee, has appointed M/s. C N K & Associates LLP, Chartered Accountants, Mumbai as Statutory Auditors of the Company at its Meeting held on

May 14, 2025, subject to the approval of the Shareholders of the Company at ensuing AGM.

Suitable Resolution is being incorporated in the Notice convening the 36th AGM at Item No. 4 seeking the reappointment of M/s. C N K & Associates LLP, Chartered Accountants, (Firm Registration No. 101961W/W-100036),

Mumbai as Statutory Auditors of the Company for a second term of five years from the conclusion of this 36th AGM until the conclusion of 41st AGM of the Company. The Board recommends the re-appointment of M/s. C N K & Associates LLP, Chartered Accountants, Mumbai as Statutory Auditors of the Company.

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of Conductors, Oils, Cables, and Polymer Divisions of the Company are required to be audited by a qualified Cost Accountant.

The Board of Directors of the Company, on the recommendation of the Audit Committee, has appointed M/s. Rahul Ganesh Dugal & Co., a Proprietary Firm, who are in Whole-Time Practice as Cost Accountant, having Firm Registration no. 103425 and Membership no. 36459 as the Cost Auditor to conduct the audit of the cost records of the Company for the Financial Year ending on March 31, 2026 (2025-26) on a remuneration not exceeding RS1,32,000/- p.a.

A Resolution seeking Shareholders' ratification of remuneration payable to M/s. Rahul Ganesh Dugal & Co., Cost Auditor is included at Item No. 7 of the Notice convening the AGM and

Board recommends the said Resolution.

Pursuant to the provisions of Section 204 of the Act and the

Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, the Company has appointed Mr. Hemang Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries, Vadodara, Gujarat, to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report (Form No. MR-3) issued by Mr. Hemang Mehta, proprietor of H. M. Mehta & Associates, Vadodara is annexed herewith as

“Annexure - I”. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remarks. Further, pursuant to the provisions of Section 204 of the

Act and the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations and based on the recommendation of

Audit Committee, the Board of Directors have recommended appointment of Mr. Hemang Mehta, a proprietor of H. M. Mehta & Associates, Peer-reviewed Practicing Company Secretaries,

Vadodara to undertake the Secretarial Audit of the Company for a period of five years from the conclusion of this 36^th AGM to the 41st AGM. The proposed Secretarial Auditors have confirmed that they are not disqualified from being appointed as Secretarial Auditors of the Company. Necessary Resolution for approval of Shareholders has been set out at Item No. 5 in the Notice convening 36th AGM and the Board recommends the said Resolution.

As per the provisions of Section 177 (9) of the Act read with Regulation 22(1) of the Listing Regulations, the Company is required to establish an effective vigil mechanism for directors and employees to report genuine concerns. The Company has introduced Whistle-Blower Policy (APAR's OMBUDSMEN Policy) effective from March 1, 2014 by setting a vigil mechanism in place, the details of the Whistle-Blower policy are provided in the report on Corporate Governance forming part of this report. The Whistle-Blower Policy is being reviewed by the Audit Committee and Board of Directors at regular intervals. There are no complaints received under Whistle-Blower Policy during the year under review.

To support the “Green Initiative” undertaken by the

Ministry of Corporate Affairs (MCA), to contribute towards a greener environment, the Company has already initiated/ implemented the same since 2010-11. As permitted, delivery of notices/documents and annual reports etc. are being sent to the shareholders by electronic mode only, unless a request for a physical copy of aforesaid document is sought by the shareholders.

Other detailed initiatives are provided in the Report of

Conservation of Energy, Technology Absorption and

Foreign Exchange Earnings and Outgo in Annexure IV and BRSR in Annexure VI.

The Corporate Social Responsibility & Sustainability Committee constituted by the Board of Directors in terms of the provisions of Section 135(1) of the Act reviews and restates the Company's CSR policy in order to make it more comprehensive and aligned in line with the activities specified in Schedule VII of the Act.

The policy on Corporate Social Responsibility can be accessed at https://apar.com/wp-content/ uploads/2022/09/CSR-Policy_R.pdf. With the strong belief in the principle of Trusteeship, APAR Group continues to serve the community through a focus on healthcare and upliftment of weaker sections of society,

Promoting Education and health care including preventive health care (Medical), Environmental sustainability and Rural Development, Welfare of under privileged and destitute children, including girl children, Empowerment of physically/mentally challenged and underprivileged children, adults and providing free education and

Empowering women socially & economically etc.

The Annual Report on CSR activities is annexed herewith as “Annexure - II”.

During the year under review, the Board of Directors after recommendation of Nomination and Compensation-cum-Remuneration Committee [also designated as

Compensation Committee under SEBI Share Based

Employee Benefits and Sweat Equity Regulations, 2021

(SEBI SBEB Regulations)] have introduced APAR Industries Limited – Employees Stock Appreciation Rights Plan

2024 (ESAR 2024) and terminated the erstwhile APAR Industries Limited Stock Option Plan 2007 and options lying thereunder. The said proposals were subsequently approved by Shareholders of the Company vide a Special

Resolution dated January 18, 2025. The erstwhile APAR Industries Limited Stock Option Plan 2007 was terminated w.e.f. January 18, 2025 i.e. date of passing of Special

Resolution by the Shareholders of the Company circulated vide a Postal Ballot Notice dated October 29, 2024. Further, under ESAR 2024, the Company can grant up to 15,90,464 Employee Stock Appreciation Rights (ESARs).

The Company also received In-principle approval from both the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited on February 25, 2025 for entire 15,90,464 Equity shares to be issued pursuant to the ESAR 2024. Subsequently, the Nomination and

Compensation-cum-Remuneration Committee at their meeting held on March 4, 2025 approved grant of 2,16,407 ESARs to eligible employees.

Please refer “Annexure -VII” forming part of this Report providing information as required to be made under the provisions of the Act.

Further, there has been no material change in the

Employee Stock Appreciation Rights Plan (ESAR Plan) during the year under review. The disclosure relating to ESARs required to be made under the provisions of the Securities and Exchange Board of India (Share Based

Employee Benefits and Sweat Equity) Regulations, 2021, confirming compliance, is available on the Company's website at www.apar.com.

A certificate from the Secretarial Auditors to the effect that the ESAR 2024 has been implemented in accordance with SEBI SBEB regulations and in accordance with the

Resolution of the Company, and the same will be made available electronically for inspection without any fee by the members up to the date of AGM . Members seeking to inspect such documents can send an email at com.sec@ apar.com d. Particulars relating to conservation of energy, technology absorption, research & development and foreign exchange earnings and outgo in accordance with Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is annexed hereto as “Annexure IV” which forms part of this Annual Report.

The Company has complied with all the applicable provisions of Secretarial Standards 1 and 2 issued by the Institute of

Company Secretaries of India (ICSI).

No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1) Issue of equity shares with differential rights as to dividend, voting or otherwise.

2) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESAR referred to in this Report.

3) No Managing Director of the Company receives any remuneration or commission from any of its subsidiaries.

4) The Company has in place the Policy on Prevention of

Sexual Harassment at Workplace (POSH) in line with the requirements of Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act,

2013. Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment. There were no complaints registered during the Financial

Year 2024-25 under review.

5) There has been no change in the nature of business of the Company.

6) There is one (1) pending proceeding initiated by the Company under the Insolvency and Bankruptcy Code, 2016. That have no material impact on the business of the Company.

7) There was no instance of one-time settlement with any

Bank or Financial Institution.

Your Directors wish to place on record their sincere appreciation for the continuous cooperation, support and assistance provided by all stakeholders, financial institutions, banks, government bodies, technical collaborators, customers, dealers and suppliers of the Company. We thank the Governments of Sharjah, UAE, Singapore, USA, Brazil and Saudi Arabia where we have our operations.

Your Directors also wish to place on record their sincere appreciation for the contribution made by our dedicated and loyal employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.