Your Directors take immense pleasure in presenting the 36^th Annual Report of the Company together with the Audited Annual
Financial Statements (Standalone and Consolidated) showing the financial position of the Company for the financial year ended
March 31, 2025.

1. FINANCIAL PERFORMANCE

The financial performance of your Company for the financial year ended March 31, 2025 is highlighted below:

2. INDIAN ACCOUNTING STANDARDS

The Standalone and Consolidated financial statements for the
year ended March 31, 2025, have been prepared in accordance
with the Indian Accounting Standard ('Ind AS') notified under
Section 133 of the Companies Act, 2013 ('the Act') read with
the Companies (Indian Accounting Standard) Rules, 2015,
as amended.

3. STATE OF COMPANY AFFAIRS

Please refer Para 6 on Management Discussion and Analysis
(MDA).

4. AMENDMENT TO THE OBJECT CLAUSE OF
MEMORANDUM OF ASSOCIATION OF THE
COMPANY

The principal activities of the Company continue to be manufacture
of Conductors, Transformer and other Speciality Oils and Cables.
In line with the global shift towards energy transition and to
capitalise on emerging opportunities in this domain, the Company
has expanded the scope of its business activities. During the
year under review, the Company amended the Object Clause
of its Memorandum of Association to include the generation,
transmission & distribution/trading of non-conventional/

renewable power using battery/other storage systems including
products required for stabilisation & strengthening of grid. This
strategic amendment enables the Company to undertake such
activities and participate in relevant Government tenders as and
when opportunities arise. The amendment was approved by the
Shareholders through a Special Resolution passed on January
18, 2025, pursuant to the Postal Ballot Notice dated October
29, 2024.

Consequently, sub-clause no. (6) was inserted after the existing
sub-clause no. (5) in the main Objects Clause III (A) of the
Memorandum of Association of the Company, in terms of the
provisions of Section 13 of the Act.

5. DIVIDEND

Pursuant to the Requirements of Regulation 43A of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations,
2015 ('the Listing Regulations'), as amended from time to time,
the Company has formulated its Dividend Distribution Policy
(DDP), the details of which are available on the Company's
website at https://apar.com/wp-content/uploads/2021/02/4.-
Policy-on-Dividend-Distribution.pdf.

Considering the financial results and the performance of the
Company during the year under review, as compared to the
previous year the Board of Directors is pleased to recommend a
dividend of '51/- (510%) per share on 4,01,68,315 Equity Shares
of the face value of '10 each for the Financial Year 2024-25.

This dividend amounting to '204.86 crore is payable after
approval by the Shareholders at the ensuing Annual General
Meeting (AGM) and you are requested to declare the same.

6. MANAGEMENT DISCUSSION AND
ANALYSIS (MDA)

ECONOMIC OVERVIEW

Global Economy and Outlook

Subdued global outlook amid persistent uncertainties

The world economy has shown remarkable resilience, with
global growth projected at 2.8% in 2025, the same as in
2024, and 2.9% in 2026. This stability has been underpinned
by continued disinflation, softening commodity prices, and
monetary easing in many countries. However, ongoing conflicts,
geopolitical tensions including the recent strained developments
between India and Pakistan and potential trade restrictions as

well as climate risks pose significant challenges going forward.
The global economy is set to grow at a slower pace than the
pre-pandemic average of 3.2% recorded between 2010 and
2019, reflecting ongoing structural challenges such as weak
investment, slow productivity growth, high levels of debt, and
demographic pressures.

Global inflation has eased, with headline inflation falling from
5.6% in 2023 to an estimated 4.0% in 2024. However, the
pace of disinflation has slowed due to sticky prices in housing
and other services sectors as well as tight labour markets in
developed economies. Inflation is projected to decline further to
3.4% in 2025, although this outcome will depend on how trade
restrictions evolve.

Indian Economy and Outlook

India is set to dominate the global economic landscape,
maintaining its status as the fastest-growing large economy for
the next two fiscal years. The January 2025 edition of the World
Bank's Global Economic Prospects (GEP) report projects India's
economy to grow at a steady rate of 6.7% in both FY26 and FY27,
significantly outpacing global and regional peers. At a time when
global growth is expected to remain at 2.7% in 2025-26, this
remarkable performance underscores India's resilience and its
growing significance in shaping the world's economic trajectory.

In an era marked by escalating global trade tensions and
persistent geopolitical uncertainties, the Indian economy has
demonstrated remarkable resilience and robust growth. India's
GDP is projected to grow by 6.5% in FY 2024-25, as per
National Statistical Office of India's (NSO) Second Advance
Estimates, driven by strong performances in construction, trade,
and financial services.

Employment trends remain positive, with manufacturing
employment growing at the second-fastest rate since the PMI
survey began, and the services sector also witnessing significant
job expansion, reflecting strong demand. Urban unemployment
stands at a historic low of 6.4%, further reinforcing the resilience
of the labour market. Inflation has moderated, and policy
measures have helped stabilise market liquidity.

INDUSTRY OVERVIEW

APAR Industries is a leading global manufacturer of conductors,
cables, speciality oils, lubricants and polymers. Your Company
is well diversified across industries and segments. Today, APAR
Industries Limited targets:

Transmission and distribution industry overview
Global Market

The global power transmission and distribution (T&D) market,
valued at US$ 325.15 billion in 2024, is projected to reach
US$ 454.84 billion by 2033, growing at a CAGR of 3.8%.
This growth is driven by rising electricity demand, renewable
energy integration, and grid modernisation, with advanced
technologies like HVDC and FACTS enabling efficient long¬
distance transmission.

Asia Pacific dominates the market, with China leading ultra¬
high voltage (UHV) projects. Initiatives like the U.S. Federal-
State Modern Grid Deployment Initiative are accelerating grid
technology adoption. As global electricity demand grows,
the U.S. may need to double its transmission system by 2050,
requiring an additional 8,000 miles of transmission lines
annually. This expansion is crucial, especially in areas like the
central U.S. wind belt, where the largest transmission projects
are expected.

Indian Market

India's transmission and distribution (T&D) sector is set for a
major boost, with an estimated capital expenditure of '9.1 trillion
planned between FY25 and FY32, as outlined in the National
Electricity Plan (NEP-Volume II) released in October 2024. Over
the past decade, the sector has witnessed substantial growth,

with substation capacity increasing from 4,09,551 MVA/MW
in FY12 to 12,51,080 MVA/MW by FY24, growing at CAGR
of 9%. Similarly, transmission line networks expanded from
2,57,481 circuit kilometers (ckm) to 4,85,544 ckm during this
period. With installed capacity projected to reach 610 GW by
FY27, up from 453 GW in the first half of FY25, the sector
presents significant opportunities for engineering, procurement,
and construction (EPC) companies.

The 20^th Electric Power Survey report forecasts peak electricity
demand to rise to 296 GW by FY27 and further to 388 GW by
FY32, driving the need for additional T&D capacity. To meet
this demand, an estimated '4.2 trillion is required for T&D
projects between 2022 and 2027, while another '4.9 trillion
will be needed between 2027 and 2032. These investments
will support the expansion of transmission lines, substations,
and reactive compensation systems, ensuring the reliability and
efficiency of the power grid.

India added 6,490 MW of inter-regional transmission capacity
during FY23-FY24, bringing the total to 1,18,740 MW by March
2024. Looking ahead, 24,200 MW is planned by FY27, with
7,400 MW currently under construction, 8,400 MW under
bidding, and the remaining projects in various planning stages.
These developments underline the country's commitment to
strengthening its power infrastructure and ensuring seamless
electricity transmission to meet rising demand.

Renewable energy industry overview
Global Market

Renewables race to fill resource gap as demand for clean
energy is outpacing supply. Global renewable capacity is
expected to grow by 2.7 times by 2030, surpassing countries'
current ambitions by nearly 25%, but it still falls short of tripling.

Indian Market

India's renewable energy (RE) sector has seen significant growth
as the country accelerates its transition to a sustainable future.
In 2024, India made remarkable progress in solar and wind
energy installations, policy advancements, and infrastructure
development, setting the stage for ambitious targets in 2025.
In 2025 until February 2025, India added 20.5 GW of solar
capacity as against 15.03 GW in 2024, With this total installed
solar capacity has reached to 102.57 GW, marking it as a historic
milestone for India. This accomplishment underscores Indias
dedication to a cleaner and sustainable energy and also mark a
significant step towards achieving goal of 500GW of non-fossil
fuel energy capacity by 2030. Solar energy accounted for 47%
of India's total RE capacity, with Rajasthan, Gujarat, Tamil Nadu,
Maharashtra and Madhya Pradesh are leading the way. Wind
energy capacity addition in 2025 is 2.7 GW, contributing to
total wind energy capacity of 48.56 GW capacity.

Budget Highlights:- Renewable Energy

The 2025 Union Budget prioritises sustainability, with a key
focus on renewable energy investments. '20,000 crore has
been allocated for developing small modular reactors (SMRs),
advancing nuclear technology, and boosting India's energy
storage capabilities. The budget also supports the EV and solar
industries through incentives for lithium-ion battery manufacturing
and exemptions on materials like cobalt and lithium.

In addition, the National Manufacturing Mission and enhanced
Production Linked Incentive (PLI) schemes will accelerate growth
in the renewable energy sector. The power sector has received
'48,396 crore, a 30% increase from last year, with '21,847
crore for the power ministry and '26,549 crore for renewable

energy. Key initiatives like the National Green Hydrogen Mission
(NGHM) have seen a funding increase to '600 crore, while
'600 crore is allocated for green energy corridors.

The budget also introduces a nuclear energy mission with a
target of 100 GW by 2047, supported by a '20,000 crore R&D
fund for SMRs.

Railway sector overview

The Indian railway system is regarded as the foundation and
lifeblood of the economy. Indian railways span thousands of
kilometres practically covering the entire nation, making it the
fourth largest in the world after the US, China, and Russia.
The government of India has focused on investing in railway
infrastructure by making investor-friendly policies. It has moved
quickly to enable Foreign Direct Investment (FDI) in railways
to improve infrastructure for freight and high-speed trains.
At present, several domestic and foreign companies are also
looking to invest in Indian rail projects. Govt of India is targeting
to achieve "Net Zero" emission for Indian railways, with 100%
electrification is expected to complete by 2026 and the next
objective is to maximise renewable procurement. By 2030,
Indian Railways' traction power requirement is projected to
reach 10,000 MW. So far, it has secured 4,260 MW of installed
solar capacity and 3,427 MW of installed wind capacity to meet
its energy needs.

Budget Highlights: Railways

The global railroad market was valued at US$589.9 billion in
2024 and is projected to reach US$781.2 billion by 2030,
growing at a CAGR of 4.8% from 2024 to 2030. This detailed
report offers an in-depth analysis of market trends, drivers,

and forecasts. The railroad industry is currently experiencing
several emerging trends, driven by technological advancements
and evolving economic demands. One key trend is the shift
toward high-speed rail (HSR) systems, particularly in Europe and
Asia. These high-speed trains, which can travel over 300 km/h,
are revolutionising intercity travel by providing a competitive
alternative to air travel.

Another prominent trend is the increasing emphasis on
sustainability, with railroads adopting greener technologies
such as electrification and hybrid locomotives to lower carbon
emissions. The integration of digital technologies like the
Internet of Things (IoT) and big data analytics is also improving
operational efficiency and enabling predictive maintenance.
These technologies allow for real-time monitoring of train
components and infrastructure, enabling proactive maintenance
and minimising downtime. Additionally, there is growing interest
in freight rail as a solution to ease highway congestion and
reduce greenhouse gas emissions, with significant investments
being made to expand and upgrade freight rail networks.

The Indian railway system is regarded as the foundation and
lifeblood of the economy. Indian railways span thousands of
kilometres practically covering the entire nation, making it the
fourth largest in the world after the US, China, and Russia.
The government of India has focused on investing in railway
infrastructure by making investor-friendly policies. It has moved
quickly to enable Foreign Direct Investment (FDI) in railways
to improve infrastructure for freight and high-speed trains.
At present, several domestic and foreign companies are also
looking to invest in Indian rail projects.

Indian railways launched Semi-high-speed self-propelled
trains that have ultra-modern features like quick acceleration,
a substantial reduction in travel time, a maximum speed of
160 kmph, on-board infotainment and GPS-based passenger
information system, automatic sliding doors, retractable footsteps
and Zero discharge vacuum bio-toilets, CCTV cameras etc. and
other contemporary features as per global standards.

Budget — Railway

Indian Railways is poised for major expansion with a substantial
budget allocation in the Union Budget for 2025-26. Over the
next two to three years, the network will introduce 200 Vande
Bharat trains, 100 Amrit Bharat trains, 50 Namo Bharat rapid
rail services, and 17,500 non-AC general coaches, enhancing
connectivity, safety, and passenger comfort nationwide.

Mobility sector overview

The shared mobility market has seen rapid growth in recent
years and is projected to continue its expansion. It is expected
to increase from US$ 343.24 billion in 2024 to US$ 383.92
billion in 2025, reflecting a compound annual growth rate
(CAGR) of 11.9%. This growth is driven by factors such as the
rising sales of hybrid electric vehicles (HEVs), urbanisation,
increased vehicle theft, and limited parking availability.

Looking ahead, the market is anticipated to experience
significant growth, reaching US$ 631.76 billion by 2029 at a CAGR
of 13.3%. This growth will be fueled by stricter environmental
regulations, increasing demand for ride-hailing and ride-sharing
services, and rising fuel prices. Key trends expected during
this period include the development of innovative vehicle
fleet-sharing platforms, the adoption of autonomous vehicle
technology, advancements in mobility-sharing apps, and more
strategic partnerships and collaborations.

The ongoing transformation is reshaping legacy industries,
driven by immediate crises and long-term megatrends. These
changes are breaking down traditional industry structures and
creating new growth areas centered around human needs,
such as how we feed, move, build, make, fuel, and care.
These emerging ecosystems are expected to be enabled and
connected through technology, with digital connectivity playing
a crucial role.

Telecom industry overview

India's telecom sector is driving digital transformation, with key
developments like the 5G rollout and BharatNet expansion,
which aim to bridge the digital divide in rural areas.

The 2025 Budget allocates ' 81,005 crore to expand BharatNet
and promote domestic telecom manufacturing. Measures such
as reducing the Basic Customs Duty on Carrier Grade Ethernet
Switches and exemptions on telecom-related inputs aim to boost
local production and technology adoption.

With the data center market growing rapidly, telecom supports
emerging technologies like AI, IoT, and cloud computing.
Budget incentives further strengthen India's position as a
global telecom manufacturing hub. Overall, the 2025 Budget
enhances affordability, infrastructure, and self-reliance, laying
the foundation for sustained growth and innovation in the sector.

Defence industry overview

According to the Global Power Index, India's defence sector
ranks fourth globally in terms of firepower, with a score of

0.0979 (with 0.0 being the ideal score). The Indian government
has set a defence production target of US$ 25 billion by 2025,
which includes US$ 5 billion in exports. India is one of the
largest defence spenders in the world, with a total defence
budget of US$ 74.8 billion ('6.21 lakh crore), accounting for
13.04% of the total national budget.

Budget highlights:- Defence

The Union Budget for 2025-26 has allocated '6.81 lakh crore
(approximately US$ 78.4 billion) to the Ministry of Defence,
reflecting a 9.5% increase from the previous fiscal year. However,
a substantial portion of this budget, approximately '4.7 lakh
crore, is dedicated to salaries and pensions, leaving about '1.8
lakh crore for modernisation and procurement of new weapons.
Analysts suggest that this allocation may be insufficient to meet
the demands of modernising the armed forces amid evolving
security challenges.

Company overview

Founded in 1958, APAR Industries Limited has emerged as a
pioneering force in the global market. With over six decades
of unwavering commitment to excellence, the company
evolved into a diversified two-billion-dollar enterprise, revered
for its exceptional manufacturing prowess and unwavering
commitment to quality. Today, the company's footprint extends
across more than 140 countries, solidifying its reputation as a
trusted manufacturer and supplier of a comprehensive range
of products, including conductors, a diverse array of cables,
speciality oils, polymers and lubricants.

Overall Business Performance

*EBITDA post open period forex excluding interest income, corpora
unallocable expenditure.

FY25 Segmental revenue-mix

The Consolidated revenue came in at '18,581 crore, which
is all time-high annual revenues. It is up 15.0% YoY, driven by
growth across all the business verticals. Domestic business
outperformed in this year as compared to the exports, wherein
domestic revenue grew 40.9% YoY. Exports have been subdued
in the part of the year due to supply chain disruptions, higher
freight rates and increasing competition from China especially
from non-US geography. US revenue down by 5.0% in FY25 as
compared to FY 24. Company remains buoyant that export as
well domestic business will continue show resilient performance
in coming years on the back of expectation of surge in demand
for electricity and thrust to shift to renewable source of energy.

Profit after tax came in at '821 crore, down 0.5% YoY.
Consolidated EBITDA post open period forex was at '1,681
crore up 3.0 YoY. Conductor business posted EBITDA post forex
of '36,683 MT. Cable business recorded a EBITDA post forex
of 10.1%. Oil business EBITDA post forex stands at 6,145 per KL.

SEGMENT-WISE PERFORMANCE

Conductors

Your Company is one of the largest global aluminium and alloy
conductor manufacturer. '662 crore of strategic capex was
undertaken over FY18-FY25 to meet growing demand around
T&D space. During the year, the company has expanded the
production capacity of aluminium rod, which is expected to
augment production capacity. Also, conductor division have
undertaken to expand the capacity of continuous transposed
conductors to cater to increased demand available on account of
focused prioritisation by Government in Power and Generation
Equipment. This is expected to be complete gradually by the
third quarter of FY 26 which will be 3x times of current levels.

Conductors' business revenue grew 19.3% YoY to '9,582
crore. Conductor business maintains its trajectory in the
premium product portfolio. Reconductoring, HTLS and copper
conductors continues to demonstrate healthy performance.
Premium product mix stands at 45.9% of revenues. Domestic
businesses have shown healthy performance led by premium
business, rod and high-efficiency conventional conductors.

During the year, overseas market has posed some pitfalls in
the forms of delays in lifting of materials due to container
unavailability, growing competition from China especially in
non-US market and subdued demand from US market. However,
US performance have shown strong demand recovery in last
quarter of the year. Headwinds that was encountered in most of
the part of the year have led to lower export mix as compared
to last year. It is at 24.2 % in FY25 as against 44.9% in FY24.

^*Post open period forex

• New order inflow stands at '2,114 crore in FY25.

• Order book remains strong at '7,163 crore. Export mix in
total order book is 35.6%.

EBITDA per MT after forex adjustment at '36,683, down by
13.0% YoY. Subdued US demand, increase in freight cost,
increased competition from Chinese manufacturers in non-US
market have led to lower EBITDA in FY25.

Outlook

• Your Company plans to spend towards capital expenditure
majorly towards de-bottlenecking, capacity/capability
enhancement, productivity/cost reduction, and R&D.

• With evolving landscape of T&D space, conductor
division will lead the transformation of T&D space with its
diverse offering of High-performance conductors, HTLS
conductors and turnkey solutions, CTC conductors, EHV
cabling solutions, Optical phased conductors.

• Spur in global commitments towards clean energy, need
to modernise aging infrastructure, rising adoption of
EV's and proliferation of new data centres and various
technological advancements may fuel-up the demand for
innovative solutions in T&D sector.

• Leveraging on domestic project execution capabilities and
technological transition to higher value added products to
bolster domestic demand.

Risks and Concerns: Export market is becoming increasingly
competitive. Further, amidst the cross-border political friction,
supply chain and logistics may continue to encounter unique
challenges, which may result in elevate the fright cost and may
eventually affect operating margins to some extent. Delay in
or axing of infrastructure capex spends or execution delays
may lead to decelerate demand. Depreciation of ' relative to
other currency will affect import-export dynamics. However,
your Company uses hedging to mitigate the risk of currency
fluctuations. Increase in interest rates can affect the financing
pattern of infrastructure projects leading to possible delays or
cancellation of awarded projects.

Speciality Oils

Your Company is well poised to take the advantage leveraging
on long decadal experience and a robust market positioning. It
is the 3^rd largest global manufacturer of transformer oil and 10^th
largest lubricant manufacturer in India. Your Company invested
'240 crore during FY18-25 towards the capex expenditure.

Revenue of speciality oil business up 5.2% YoY to '5,087
crore, driven by 14.1% volume growth in transformer oil
on the back of rising electricity demand and focus on
infrastructure development.

• Exports mix stands at 44.0% in FY25 as against 45.8%
in FY24.

• With growth in OEM business, automotive oil volume up
17.6% YoY.

• Gain in market share of transformer oil business globally.

• Only Indian company to supply T Oil to all major HVDC
projects in India.

• 9th Largest Lubricant player in the Indian Market;
with amongst top 3 player in agriculture segment and
industrial segment.

Outlook

• Transformer oil business will grow in tandem with growth in
T&D space. However, for a transient phase, there could be
slow growth owing to delay or reduction in Infrastructure
capex spending, if any.

• Focus will be on per unit profitability compared to total
volumes, along with keeping the strong free cash flows by
maintaining the lowest level of inventory.

• Depreciation of ' as against USD may affect cost of
production, to some extent as your Company takes hedge
cover against foreign currency fluctuations.

• We aim to continue ourselves as partner of choice for
leading global T&D and OEM manufacturers thereby
fortifying our leadership positions.

Risks and Concerns: Your Company is exposed to the volatility
in prices of raw materials, interest rate and foreign exchange
rate. However, forex risk is partially mitigated with the help of
hedging strategy. Your Company is also exposed to risk of
competition in the transformer oils and auto lubricants sub¬
segments. Oil business is also exposed to risk of geo-political
instability which may not only increase freight cost but also
disruption in supply chain management, although for a shorter
period of time.

|Q| Cables

The Company is the largest domestic player in renewables with
portfolio of one of the widest ranges of medium-voltage and
low-voltage XLPE cables, elastomeric cables, fibre optic cables
and speciality cables. '741 crore has been invested over FY18-
25 to cater future demand:-

• High-voltage power cables using the latest CCV technology.

• Product portfolio includes Medium Voltage Covered
Conductor (MVCC) for increased safety and uninterrupted
power distribution in high population density and
forest areas.

• E-Beam capacity to produce more Anushakti house wires,
railway cables and solar cables.

Your Company has obtained 18 number UL approvals required
for exporting of cables to US. Your Company has also focused
on strengthening its B2C sales with emphasise on expanding
distributor network, retail presence, advertisement and
promotional campaigns.

Revenues from the Cables segment is higher by 28.1% as
against last year to reach '4,945 crore. Domestic cable business

sprinted in this year, growing at 43.1% YoY. Government focus
on capex on various sectors like T&D, Infra, railways, renewables
etc has bolstered domestic growth. Export mix stands at 31.1%
as against 38.3% in last year. In the second half of the year, US
business has resurged but, it has offset moderate performance
from other parts of the world. Overall, on the back of strong
demand from domestic and US market, the cable business is
well poised to amplify its performance further.

Post open period forex

• Order book remains strong at '1,690 crore in FY25.

• Capex incurred during the year '186 crore which is
expected to cater future demands.

Outlook

• 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.

Risks and Concerns:

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
' relative to other currency will affect import-export dynamics.
However, your Company uses hedging to mitigate the risk of
currency fluctuations.

General risks and concerns

• 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.

Internal Control Systems (ICS) and Their Adequacy

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.

Development of human resources

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.

Key Financial Ratios with details of significant changes

The Company has identified the following as key financial ratios:

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

Cautionary statement:

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.

7. DISCLOSURES RELATING TO
SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES

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

Subsidiaries

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.

Associates

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 VIM" 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.

8. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

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.

9. CORPORATE GOVERNANCE

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".

10. BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORT (BRSR)

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".

11. MANAGEMENT - DIRECTORS AND KEY
MANAGERIAL PERSONNEL

Completion of second and final term of Independent
Director of the Company:

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.

Appointment and Re-appointment/s:

At the 36^th 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 36^th AGM.

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

KEY MANAGERIAL PERSONNEL:

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.

12. MEETINGS

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.

13. DECLARATION BY INDEPENDENT
DIRECTORS

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.

14. BOARD EVALUATION

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.

15. DIRECTORS' RESPONSIBILITY STATEMENT

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.

16. REMUNERATION POLICY

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.

17. RISK MANAGEMENT (RISK ASSESSMENT
& MINIMISATION PROCEDURES)

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.

18. ANNUAL RETURN

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/

19. RELATED PARTY TRANSACTIONS

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"

20. AUDIT COMMITTEE

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.

21. REPORTING OF FRAUDS

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.

22. 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

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.

23. DEPOSITS

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.

24. PARTICULARS OF LOANS, GUARANTEES,
SECURITIES OR INVESTMENTS

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.

25. STATUTORY AUDITORS

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 31^st 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 36^th 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 36^th AGM at Item No. 4 seeking the re¬
appointment 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 36^th AGM until
the conclusion of 41^st 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.

26. COST AUDITORS

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 '1,32,000/- 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.

27. SECRETARIAL AUDITORS

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 41^st 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 36^th AGM and the Board recommends
the said Resolution.

28. VIGIL MECHANISM

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.

29. OTHER INFORMATION

a. ESG & Green Initiative:

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.

b. Corporate Social Responsibility (CSR):

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"

c. Employee Stock Appreciation Rights (ESARs):

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).

T he 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.

30. GENERAL

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) I ssue of equity shares with differential rights as to dividend,
voting or otherwise.

2) I ssue 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.

31. ACKNOWLEDGEMENT

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.

For and on behalf of the Board of Directors

Sd/-

Kushal N. Desai

Place: Mumbai Chairman & Managing Director

Date: May 14, 2025 DIN - 00008084