Apar Industries Ltd

Dear Shareholders,

Your Directors take immense pleasure in presenting the 35^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, 2024.

1. FINANCIAL PERFORMANCE

The financial performance of your Company for the financial year ended March 31,2024 is highlighted below:

2. INDIAN ACCOUNTING STANDARDS

The Financial Statements for the year ended on March 31, 2024 have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 133 of the Companies Act, 2013 ("the Act") and others recognised accounting practices and policies to the extent applicable.

3. STATE OF COMPANY AFFAIRS

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

4. QUALIFIED INSTITUTIONS PLACEMENT

During the year under review, the Company raised the funds of about <10,000 million by issue of 18,99,696 Equity Shares of H10/- each at a premium of <5,254.00 per share aggregating to <999,99,99,744/- by way of Qualified Institutions Placement (QIP). The Company allotted the said 18,99,696 Equity Shares to the allottees on November 30, 2023.

The Company received the Listing approval for listing of these entire 18,99,696 Equity Shares from BSE and NSE on December 01,2023. The Trading approval from BSE and NSE was received on December 01, 2023 informing that the aforesaid shares are listed and admitted to dealings on the Exchange effective from December 04, 2023.

After the allotment of these 18,99,696 equity shares of <10/- each, the Issued and Paid-Up Equity Share Capital of the Company increased to 4,01,68,315 number of equity shares of <10/- each aggregating to <40,16,83,150/- and the share premium account increased by <998,10,02,784/- and the Promoters' shareholding diluted from 60.64% to 57.77%.

5. DIVIDEND

Pursuant to the Requirements of Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ('the Listing Regulations'), the Company has formulated its Dividend Distribution Policy, 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 2023- 2024.

ihis dividend amounting to <204.86 crores is payable after declaration 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

In a reassuring shift of events, global economy is witnessing a slow, steady growth (projected at 3.1% in 2024, 3.2% in 2025), and inflation is declining steadily. This growth forecast is on an upward trajectory, owing to greater-than-expected resilience in the United States and several large emerging market and developing economies, as well as fiscal support in China. The forecast for 2024—25 is, however, below the historical (2000—19) average of 3.8 percent, with elevated central bank policy rates to fight inflation, a withdrawal of fiscal support amid high debt weighing on economic activity, and low underlying productivity growth. We now expect a more stable global GDP growth trend, slightly above 3% for the next two years. Growth among Mature Economies is expected to remain well below the pre-pandemic average of 2.1%. We forecast real GDP growth of 1.4% in 2024, not much changed from last year's 1.5%, and a very modest pick-up to 1.6% for 2025.

Inflation is falling faster than expected in most regions, amid unwinding supply-side issues and restrictive monetary policy. Global headline inflation is expected to fall to 5.8 percent in 2024 and to 4.4 percent in 2025, with the 2025 forecast revised down.

Indian Economy and Outlook

According to the World Bank's latest South Asia Development Update, in terms of growth, India continues to stride ahead with force. One of the fastest growing economies of the world, India aspires to reach the high middle-income status by 2047, the centenary milestone of Indian independence. The country is poised to leapfrog ahead of challenges, such as climate change, while staying in line with its goal of achieving net-zero emissions by 2070. India's output growth is expected to reach 7.5% in FY24 before returning to 6.6% over the medium term, with activity in services and industry expected to remain robust.

According to IMF, the growth projections for India are on an upswing at 6.8 per cent in FY25 and 6.5 per cent in FY26, with the "robustness" reflecting "continuing strength" in domestic demand and a rising working-age population. For FY24, the IMF raised India's GDP growth projection to 7.8 per cent, compared to 6.7 per cent in its January report. For FY26, the IMF expects the country's economic growth to slow down slightly to 6.5 percent.

INDUSTRY OVERVIEW

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

Transmission and distribution industry overview

The global electricity transmission and distribution (T&D) industry plays a pivotal role in delivering power from generation sources to end consumers. Transmission encompasses the long-distance movement of electricity at high voltages, while distribution focuses on delivering power to local networks.

The T&D industry is expected to grow from $329.47 billion in 2023 to $429.43 billion by 2030 at 3.9% CAGR, driven by rising power demand across the world. As of February 2024, the length of power transmission lines worldwide was 86 million km, more than 13 times the length of the Earth's equator.

The global investment in transmission and distribution (T&D) infrastructure is projected to reach a $2.2 trillion in the next decade, driven by increasing electricity demand, growing over 50% due to factors such as the electrification of the transport system, economic growth and population growth. Moreover, the integration of renewable energy sources will play a significant role due to the preferential shift towards renewables like solar and wind from non-renewables due to its cost competitiveness and eco-friendliness. The focus on smart grid technology will enhance the efficiency and reliability of the T&D network, minimizing losses and improving power quality.

Electricity demand in India rose 7 per cent in 2023 and is likely to average growth of 6 per cent a year through 2026 on account of higher economic activity. The Indian government's investment in transmission and distribution (T&D) infrastructure is anticipated to reach $30 billion over the next ten years, focusing on key areas such as the domestic market and export market.

The government is targeting the installation of 28,000 circuit Km of transmission lines and 180,000 Km of distribution lines by 2028 as well as another 18,000 circuit Km being augmented to enhance capacity and power quality.

Renewable energy industry overview

The global installed renewable energy capacity reached approximately 3.9 terawatts in 2023, up by almost 14% from the previous year, led by China, the U.S., and Brazil, the top countries for installed renewable energy capacity in 2023. In 2023, there was a significant surge in clean energy, with a 50% increase in renewable capacity added to energy systems worldwide compared to the previous year. This surge amounted to 507 gigawatts (GW) of additional renewable electricity capacity, with solar photovoltaic (PV) installations accounting for three-quarters of the global additions.

The worldwide renewable energy market was valued at USD 899.24 Billion in 2022 and is poised to grow from USD 1050.31 Billion in 2023 to USD 3637.99 Billion by 2031, growing at a CAGR of 16.80%. Global renewable energy capacity is set to increase by at least 150 GW between 2024 and 2027. The proportion of global renewable energy is expected to rise from 28% in 2021 to 38% by 2027. This growth will help reduce reliance on coal and gas, stabilize emissions, and decrease CO₂ intensity. By 2050, renewable generation is anticipated to make up 80-90% of the global energy mix, driven by a fivefold increase in solar build-out rates and an eightfold increase in wind build-out rates.

1. Includes solar, wind, hydro, biomass, BECCS, geothermal, and marine and hydrogen-red gas turbines

2. Other includes bioenergy (with and without CCUS), geothermal, marine, and oil

3. Includes gas and coal plants with CCUS

4. CT refers to the Current Trajectory scenario; AC refers to the Achieved Commitments scenario

Renewable energy sources, including large hydropower, have a combined installed capacity of 190.57 GW. India ranks fourth globally in installed renewable energy capacity, including large hydro, and holds the fourth position in wind power capacity as well as the fifth in solar power capacity.

The Indian government made ambitious commitments to combat climate change, aiming to reduce the country's total projected carbon emissions by 1 billion tonnes by 2030, lower the carbon intensity of the economy by less than 45% by the end of the decade, and achieve net-zero carbon emissions by 2070. In line with these goals, the following initiatives have been proposed and implemented:

Solar cities and parks: The government approved the establishment of 57 solar parks of 39.28 GW across the nation. Moreover, it has ordained each state and union territory should have at least one solar city.

National green hydrogen mission: The National Green Hydrogen Mission was allocated an initial budget of INR 19,744 Cr. This allocation comprises INR 17,490 Cr designated for the Strategic Interventions for Green Hydrogen Transition (SIGHT) programme, INR 1,466 Cr for pilot projects, INR 400 Cr for research and development and INR 388 Cr allocated to other mission components.

Off-shore wind energy: The Ministry of New and Renewable Energy declared a long-term target for off-shore wind power capacity addition, which is 30 GW by 2030.

Wind-Solar hybrid policy: The primary aim of the policy is to establish a framework for advancing large grid-connected wind- solar PV hybrid systems, maximizing the efficient utilization of wind and solar resources, transmission infrastructure and land. Till date, a total of 1.44 GW of wind-solar hybrid capacity has been commissioned.

AtmaNirbhar Bharat: The government has announced a production-linked incentive scheme in Solar PV manufacturing with financial outlays of INR 24,000 Cr.

Railway sector overview

The worldwide rail transport market size is expected to grow at 6.7% CAGR from $546.13 billion in 2023 to $582.61 billion in 2024 and reach $748.97 billion in 2028 at a compound annual growth rate (CAGR) of 6.5%. This growth is contributed with various factors such as the adoption of head on generation (HOG) technology for carbon footprint reduction, increase in operational profitability and widespread railway electrification.

India possesses the fourth largest railway network in the world after US, Russia and China. The Indian Railways encompasses a track length of 126,366 km, serving 7,335 stations. During 2022-23, around 5,243 km of new track was laid, a substantial increase from the 2,909 km achieved in 2021-22, surging the daily average track laying to a 14.4 km per day, marking the highest-ever commissioning rate. On an average, the Indian Railways run 13,523 passenger trains and 9,146 freight trains daily.

By FY25, the Indian Railways expects to achieve 100% electrification of its broad gauge, positioning it as the largest green railway across the world. This is in line with the sector's target to become the largest rail network with zero carbon emissions. By 2031, Indian Railway passenger traffic is expected to reach to 12 Bn per year and freight traffic is expected to cross 8,220 mn tonnes.

India is on track to become the world's second-largest metro system, surpassing Japan, Korea and the US. More than 20 Indian cities consist of metro systems, with around 870 km of track operational and an additional 1040 km under construction.

This metro expansion aligns with the government's broader Smart City initiative, aimed at enhancing urban living conditions for burgeoning populations. With urbanization projected to encompass half of India's populace by 2050, metro rail networks emerge as the foremost choice for public transportation due to their reliability, affordability, and capacity to alleviate congestion from private vehicles. Moreover, a dominant metro presence will contribute to achieving India's net zero CO₂ emission objectives.

Mobility sector overview

The global electric vehicle market experienced substantial growth, reaching a value of USD 388.1 billion in 2023 and expected to grow to USD 951.9 billion by 2030, with a compound annual growth rate (CAGR) of 13.7% during the period of 2023-2030. Nearly one in five cars sold in 2023 was electric, with electric car sales nearing 14 million, predominantly concentrated in China, Europe and the United States.

Globally, the number of electric cars on the roads reached 40 million, with 3.5 million new electric cars registered in 2023 alone, marking a remarkable 35% year-on-year increase. This surge in electric car adoption, more than six times higher than that of 2018, underscores the accelerating momentum of the electric vehicle market.

Over 250,000 new registrations occurred weekly in 2023, surpassing the total annual registrations in 2013. Electric cars accounted for approximately 18% of all cars sold in 2023, reflecting a steady rise from 14% in 2022 and a mere 2% five years prior in 2018, signalling the maturation of electric car markets. Battery electric cars constituted 70% of the electric car stock in 2023. China accounted for nearly 60% of new electric car registrations, followed by Europe with just under 25% and the United States with 10%, collectively representing close to 95% of global electric car sales.

The Indian electric vehicle (EV) market in 2024 is estimated to be USD 34.80 billion, growing at 26.05% CAGR to reach USD 110.74 billion by 2029. By 2032, the market is anticipated to reach USD 150.2 Billion.

This growth is driven by several key factors such as government initiatives like FAME-II that offers subsidies to make EVs more affordable for consumers. Rising fuel prices also play a role, pushing cost-conscious buyers towards EVs. Additionally, a growing focus on sustainability is leading India to reduce its dependence on fossil fuels and combat pollution, making EVs an attractive alternative. Moreover, increasing urbanization

fuels demand for two-wheeler EVs, ideal for convenient city commutes.

Telecom industry overview

The global telecommunications market size reached USD 1.8 trillion in 2023 and is expected to grow to USD 2.7 trillion by 2027. This growth is driven by factors such as increasing reliance on smartphones, internet of things (IoT) devices and cloud-based services driving the need for faster, more reliable data connections.

The Indian market is estimated to have reached USD 140 billion in 2023, growing at 9.3% CAGR to reach USD 210 billion by 2025, translating to a CAGR of around 9.3%. India possesses the world's second-largest subscriber base exceeding 1.084 billion as of February 2024 (wireless + wireline subscribers). Despite this vast reach, there is still room for growth, particularly in rural areas where tele-density is 58.92% compared to the urban figure of 134.13%.

The government is actively addressing this digital divide through schemes like BharatNet, with an approved outlay of H1.39 lakh crore to provide affordable broadband access in rural areas across 6.4 lakh villages. This commitment, along with decreasing data costs and rising smartphone penetration, is expected to fuel further growth in the Indian telecom sector. The GB per smartphone usage in India expected to expand at 25% CAGR, reaching 55 GB per mobile by 2028. With its large and growing subscriber base, coupled with government initiatives, technological advancements, and an ever-evolving digital landscape, the Indian telecom industry is poised for a bright future.

The deployment of 5G technology promises significantly faster speeds and lower latency, opening doors for new applications and services. Communication service providers (CSPs) are also exploring ways to integrate generative AI for improved customer service, network performance optimization, and even creating entirely new service offerings. The increasing demand for data storage and processing power is creating new opportunities for the telecom sector. The advent of data centers and cloud computing will necessitate robust and scalable network infrastructure, further propelling the growth of the industry.

Defence industry overview

The Indian defence sector is expected to be valued at USD 27.1 billion in 2024 and reach USD 54.4 billion by 2033, growing at 6.99% CAGR. This growth trajectory is underpinned by various government initiatives like Make in India, which incentivizes domestic defence manufacturing and aims to reduce reliance on imports.

The defence sector was allocated H6.21 lakh crore in the interim budget for 2024-25, demonstrating strong support for the sector's expansion. These allocations, the highest among all ministries, provide stability and growth opportunities for indigenous defence companies. The sector's modernization efforts encompass a wide array of military assets, including fighter jets, helicopters, warships, tanks, artillery guns, rockets, missiles, unmanned capabilities, and other combat systems. Escalating security threats, rapid technological advancements in

areas like artificial intelligence and cyber security, and the urgent need to upgrade aging military hardware further drive demand for modernization and innovation. Moreover, the strategic focus on defence exports aims to diversify clientele and boost revenue streams for domestic companies, positioning India as a reliable supplier in the global defence market.

Growth drivers

Rising disposable incomes: India's average household income is expected to grow by 8.5% annually until 2025, fueling consumer spending and economic activity.

Digital transformation: India's internet user base is estimated to reach 850 million by 2030, driving e-commerce and digital services growth. This creates a larger and more connected market.

Increasing demand for green energy: India is the world's second-largest coal consumer but is actively shifting towards renewable energy to address its growing energy demand.

Regulatory requirements: Stricter environmental regulations are pushing industries to adopt cleaner technologies, creating a market for pollution control solutions and sustainable practices. As a result, companies across the world are moving towards sustainable energy solution.

Geopolitical tensions: Increasing number of conflicts across the world as well as within the neighbourhood, makes it imperative for India to have up-to-date defence technology and equipment.

Greater connectivity: India's investments in infrastructure projects like the Bharatmala Pariyojana (National Highways Development Project) aim to improve transportation networks. While the total project cost exceeds H33 lakh crore (US$460 billion) it is expected to significantly reduce logistics costs and improve connectivity between cities and regions, boosting economic activity.

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 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, specialty oils, polymers and lubricants.

OVERALL BUSINESS PERFORMANCE

The Consolidated revenue in FY24 was at highest level of H16,153 crores, up 13% YoY, with growth coming from all the divisions on the back of higher volumes. Profit after tax grew 29% YoY to reach at an all-time high of H825 crores on the back of sustained healthy margins across divisions. Export revenue accounts for 45.2% of FY24 revenues. Consolidated EBITDA was at H1,632 crores up 24% YoY. Conductor business recorded a healthy EBITDA post forex of H42,141 MT. Cable business recorded a double-digit EBITDA post forex of 11.4%. Oil business recorded EBITDA post forex at 5,746 per KL.

SEGMENT-WISE PERFORMANCE

i i i

:H Conductors — Historically High Revenue

Your Company is one of the largest global manufacturers of Conductors. H512 crore of strategic capex was undertaken over FY17-FY24. During the year, the company acquired two factories in Silvassa to augment the production capacity.

Revenue for the conductors' segment increased 15% YoY to H8,031 crore on the back of higher share of premium products and export. The company is continuously reaping the benefits from the R&D initiative taken in the past to drive HTLS conductors. In addition to HTLS, Copper conductors for Railways, Copper Transpose Conductors for transformers, OPGW wires for power & telecommunication and a comprehensive range of high efficiency conductors including turnkey solutions altogether accounted 44.8% of revenues.

Domestic business exhibited healthy results with good demand for rod, aluminium and HTLS conductors. The globalisation initiative continues to play a significant role with export contributing to 44.9% of revenue.

> New order inflow of H9,372 crore in FY24 was up 20.4% YoY, with premium product contributing 48%.

> Strong & healthy order book of H6,885 crore, up by 34% YoY, with 45% share from higher-value products. Export contributes 37% of total order book.

EBITDA per MT after forex adjustment at H42,141, down by 4% YoY:

Outlook

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

> Continuous rise in electricity consumption requires more technologically advanced conductors, coupled with a shift to renewable energy on a global scale will be a demand driver in future.

Risks and Concerns: Ongoing geopolitical instability may pose unprecedented challenges and could push up commodity and freight prices. Increased cost of capital due to higher inflation may affect export demand, which can be partially mitigated by tapping on strong domestic opportunities in premium business segment. High volatility in raw material cost can impact the

performance. However, being prudent, your Company uses hedging strategy to mitigate commodity and forex risk. The cyclical nature of the power business has some impact on your Company's performance. Regional political instability, transition of political leadership and changes in the external environment in certain export markets may affect execution.

Speciality Oils — All time high volumes.

Your Company is the 3^rd largest global manufacturer of transformer oils and the 10^th largest lubricant marketer in India. This puts the Company at an advantage in terms of economies of scale for manufacture and distribution, adding to the premiumisation of the oils business. Your Company invested H221 crore during FY17-24 on higher-value products:

Revenue grew 4% YoY to H4,837 crore, driven by 15% volume growth in transformer oil led by the expansion in generation, transmission & distribution infrastructure globally.

> Exports contribution at 46% in FY24 as against 45% in FY23.

> Revenue from lubricants up 6% YoY at H944 crore.

EBITDA per KL after forex adjustment in FY24 was at H5,746, up 20% YoY from H4,773. The focus remains on per unit profitability rather than on volumes.

Outlook

> Higher or increased prices of finished goods due to global inflation and rising cost of borrowing may impact the operating performance.

> Geopolitical instability/conflicts may increase commodity and freight prices in future.

> Focus will be on per unit profitability compared to total volumes, along with keeping the cash flows in focus by maintaining the lowest possible level of inventory.

Risks and Concerns: Your Company is exposed to the volatility in prices of raw materials, interest rates and foreign exchange rates. Higher prices amidst global inflation and rising rates of interest may impact the business. Your Company uses a hedging strategy to mitigate the forex risk. Your company is also exposed to risk of stiff competition in the transformer oils and auto lubricants sub-segments. Due to geopolitical instability, your company is exposed not only to an increase in freight cost but also disruption in supply chain management, although for a shorter period.

y Cables segment — Largest domestic player in

^J"P renewables and one of the largest exporters of cables and wires from India

The Company is the largest domestic player in renewables with one of the widest ranges of medium-voltage and low-voltage XLPE cables, elastomeric cables, fibre optic cables and speciality cables. H603 crore has been invested over FY17-24 towards developing new-age solutions. During the year the company has invested towards greenfield expansion to augment the capacity to cater to the 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.

> Additional import substitution products for the defence sector.

> Largest number of UL certificates of compliance from India for sale of cable in the United States.

> 4 E-Beam capacity to produce more Anushakti house wires, railway cables and solar cables.

> Strategic focus on increasing B2C sales, with revenues up 50% YoY.

Revenues from the Cables segment grew 18% YoY to reach

H3,859 crore as revenues from domestic cable business rose by

45%, led by increase in renewable energy installation, railways

and telecom business.

> Exports' contribution at 38.3% as against 50.8% in FY24, affected by slowdown in US market in second half of the year.

> Power cable continues to be highly competitive; more focus being put on export opportunities.

> The company is strategically emphasizing the expansion of its distributor network, increasing retail presence, and actively engaging with potential customers through targeted marketing efforts, including advertisements, product demonstrations, and electrician meetings.

> EBITDA margin post forex adjustments up 27% YoY to H438 crore in FY24.

Consolidating on domestic opportunities:

> Exports contributes 38% of the sales revenue as against 51% in the last year. Due to slowdown in US, export business has been largely affected. However other parts of the world as well as domestic demand continues to play a significant role in the growth. Revenues ex-US are increased by 45% YoY. Strong demand for elastomeric cables driven by renewable installation railways and telecom resulted into revenue

growth of elastomeric cables by 45% YoY. By consolidating on this the company is able to offset headwinds from a slowdown in US.

> With product approvals in place, appreciated product quality and increased acceptance, your company is prepared to exploit the global opportunity presented by the negative sentiments towards Chinese products.

Outlook

> In FY25, the Company will continue its focus on premium product pipeline and exports.

> Over a period of next few years, your company sees front end transformation by scaling up light duty cable business, turbocharging exports and continue to be strong player in the domestic market.

Risks and Concerns: Pricing is influenced by surplus capacity in the power cables market. 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 delayed. Low or no ordering by big telecom firms may have an influence on performance in optical fibre lines. The cyclical nature of their tendering has an impact on the industry's order position. Any fluctuations in fibre or polymer costs may have an influence on performance. Geopolitical instability/ conflicts may affect supply chain management and increase in freight cost which may not be fully passed on to customers. Increase in cost of capital may affect customer's ability in placing orders.

General risks and concerns

Prolonged extension of the geopolitical situation without any resolution may impact performance. Volatile commodity prices, technical developments, currency rate fluctuation, and any influence on the broader macro-economic outlook may all have an impact on the Company's success. Any geopolitical or economic upheavals on a local, regional, or worldwide scale may have a negative influence on demand or cause input cost volatility, all of which can have a negative impact on performance. Your company is subject to the risk of SOFR rate volatility, which might raise our interest expenses and have an impact on our performance. Due to clients' difficult financial situation, the collection period for debtors may increase.

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. 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, your Company has been certified to be a Great Place to Work.

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, unallowable 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 31,2024:

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

2. Petroleum Specialities FZE, Sharjah (PSF) — Wholly Owned Subsidiary of PSPL,

3. APAR Transmission & Distribution Projects Private Limited (ATDPPL) — Wholly Owned Subsidiary of the Company,

4. APAR Distribution & Logistics Private Limited (ADLPL) — Wholly Owned Subsidiary of the Company,

5. CEMA Wires & Cables LLC, USA (CEMA) — Wholly Owned Subsidiary of the Company,

6. Apar Industries Middle East Limited*, Saudi Arabia (AIMEL) — Wholly Owned Subsidiary of the Company,

7. Ampoil APAR Lubricants Private Limited (AALPL) — Associate of the Company with 40% stake along with PPS Motors Private Limited and Others,

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

* Not consolidated as there are no operations till March 31, 2024

The Company has not attached the Balance Sheet, statement of profit & loss and other related documents of its six 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 31,2024 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.

The structure of the Company's Wholly Owned Subsidiary named CEMA Wires & Cables INC, having its registered office in State of Delaware, USA initially formed as a C — Corporation entity has been converted into A Delaware Limited Liability Company w.e.f August 10, 2023.

The Company has incorporated a new Wholly Owned Subsidiary Company in form of a Limited Liability Company in name of Apar Industries Middle East Limited having its registered office in the city of Dammam, Saudi Arabia on December 7, 2023, interalia for carrying out Production of lubricants for equipments and engines.

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) as stipulated under Regulation 34(2)(f) of the Listing Regulations forms a part of this Annual Report as "Annexure — VI".

11. MANAGEMENT - DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

Appointment:

During the year under review, Smt. Nirupa Kiran Bhatt (DIN: 02006089) was appointed as an Additional Director in the category of Independent Director (Non-Executive) by the Board of Directors of the Company at its Meeting held on October 26, 2023. Subsequently, necessary approval of the Shareholders was also obtained for her appointment by way of Postal Ballot on January 09, 2024 through remote e-voting, to hold the office of Independent Director (Non-Executive) for a period of up to 5 consecutive years with effect from October 26, 2023.

Re-appointment:

At the 35^th Annual General Meeting (AGM), following appointment / re-appointment is being proposed:

a. Mr. Rishabh K. Desai, Director (DIN: 08444660), shall retire by rotation and being eligible, offers himself, for re-appointment.

Details of the proposal for the re-appointment of Mr. Rishabh K. Desai along with his brief resume is 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 35^th AGM.

The Board recommends the re-appointment / appointment of the above Director.

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 shall cease 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 shall cease 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 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 Independent Director and as a Member of the various Committees of the Board and Chairperson of the Audit Committee.

KEY MANAGERIAL PERSONNEL:

As on March 31,2024, Mr. Kushal N. Desai, Managing Director and Chief Executive Officer, Mr. Chaitanya N. Desai, Managing Director, Mr. Ramesh Seshan Iyer, Chief Financial Officer and Mr. Sanjaya Kunder, Company Secretary are the Key Managerial Personnel of the Company.

12. MEETINGS

During the year, five Board Meetings and four 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 Sehgal, Smt. Nina Kapasi, Mr. Kaushal J. Sampat and Smt. Nirupa Bhatt were the Independent Directors (NonExecutive) of the Company as on March 31,2024.

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 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, 2024, 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 judgments 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 31,2024 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 minimization 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 with Promoters, Directors, Key Managerial Personnel, or other designated persons 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.

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

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and rules framed thereunder either to the Company or to the Central Government.

During the year management detected an instance of fraud of approximately H8.14 crore committed by an employee by misuse of his authority. Necessary corrective measures to improve the process has been initiated and efforts to recover the amounts is in process.

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 31,2024.

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 on March 31, 2024 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/ W100036), Mumbai were appointed at the 31^st Annual General Meeting of the Company held on August 17, 2020 for a first term of 5 years so as to hold office up-to the 36^th Annual General Meeting of the Company. The Auditors have confirmed that they are not disqualified from continuing 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 31,2025 (2024-25) on a remuneration not exceeding H1,32,000/- p.a.

A Resolution seeking members' ratification of remuneration payable to M/s. Rahul Ganesh Dugal & Co., Cost Auditor is

included at Item No. 4 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 202324. The Secretarial Audit Report (Form No. MR-3) is annexed herewith as "Annexure - I". The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remarks.

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.

29. OTHER INFORMATION

a. 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.

Further, the Company has started using recyclable steel drums in place of wooden pallets to protect the environment and reduce costs for the Company and other 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 CSR 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 Options:

Members' approval was obtained at the AGM held on August 9, 2007 for introduction of Employee Stock Option Plan to issue and grant upto 1,616,802 options and it was implemented by the Company. Out of the above options, 175,150 Options have been granted in 2008, of which 26,338 Options were exercised upto May, 2015 and balance options were lapsed. 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 Option Schemes (ESOP schemes) during the year under review. The disclosure relating to ESOPs 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.

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) 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 ESOP 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 2023-24 under review.

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

6) There are four pending proceedings 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, and USA, 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, cooperation and support.