Your Directors take immense pleasure in presenting the 34^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, 2023.

1. FINANCIAL PERFORMANCE

The financial performance of your Company for the Financial Year ended March 31, 2023 is highlighted below:

2. INDIAN ACCOUNTING STANDARDS

The Financial Statements for the year ended on March 31, 2023 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 other recognized accounting practices and policies to the extent applicable.

3. STATE OF COMPANY AFFAIRS

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

4. 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 H 40 (400 %) per share on 3,82,68,619 Equity Shares of the face value of H 10 each for the Financial Year 2022-23.

This dividend amounting to H 153.07 Crores is payable after declaration by the Shareholders at the ensuing Annual General Meeting (AGM) and you are requested to declare the same.

5. TRANSFER TO RESERVES

The Company proposes to transfer an amount of H 60 Crore to the General reserves. An amount of H 1,569.75 Crore is proposed to be retained in the Consolidated Statement of Profit and Loss for Financial Year 2022-23.

Indian Economy & Outlook

In the back drop of the difficult Global Economic Conditions

India is set to be the second-fastest growing economy in the G20 in FY 2022-23, despite decelerating global demand and the tightening of monetary policy to manage inflationary pressures. GDP growth will slow to 5.7% in FY 2023-24, as exports and domestic demand growth moderate. Inflation will crimp private consumption but moderate at the end of the projection period, helping, along with improved global conditions, to boost growth to 6.9% in FY 2024-25, in line with the 20-year average (excluding the COVID-19 recession). After a spike in 2022, the current account deficit will narrow as import price pressures abate.

The Indian economy has proven to be remarkably resilient in the face of the deteriorating global situation due to the strong macroeconomic fundamentals that place it well ahead of other emerging market economies.

Looking Ahead at 2023

The New Year brings hopes for continued momentum in India's growth story, backed by the sustained strength in domestic demand, with significant addition in intrastructure, including in renewable Power Generation, transmission and through RDSS and other Government sponsored scheme in distributions of Power. According to a recent report by Morgan Stanley, India could become the second-fastest growing economy among the G20 nations in FY 2022-23, after Saudi Arabia. This is expected despite a potential slowdown in global demand, inflationary pressures and continued monetary policy tightening.

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 targets:

ECONOMIC OVERVIEW Global Economy & Outlook

Global economic activity is experiencing a broad-based slowdown, with fallouts from inflation higher than seen in several decades. The cost-of-living crisis, tightening financial conditions with sharp interest rate hikes, Russia's invasion of Ukraine, and the lingering effects of the COVID-19 pandemic all weigh heavily on the outlook.

Global growth is forecast to slow from 6.0 percent in

2021 to 3.2 percent in 2022 and 2.7 percent in 2023. This is the weakest growth profile since 2001 except for the global financial crisis and the acute phase of the COVID-19 pandemic. The main positive surprise in late

2022 came from the United States, with continued labour market resilience outweighing the impact of higher interest rates on private investment. However, the major forces that affected the world 2022 as explained above will continue in 2023 and possibly beyond.

Budget Highlight on Power Sector

1. H 35,000 crore (US$ 4.3 billion) outlay for energy security, energy transition and net zero objectives.

2. Battery energy storage systems to be promoted to steer the economy on the sustainable development path.

3. H 20,700 crore (US$ 2.52 billion) outlay provided for renewable energy grid integration and evacuation from Ladakh.

Renewable Energy Industry

India's installed renewable energy capacity has increased 396% in the last 8.5 years and stands at more than 174.53 Giga Watts (including large Hydro), which is about 42.5% of the country's total capacity (as of February 2023). India saw the highest year on year growth in renewable energy additions of 9.83% in 2022.

India has set a target to reduce the carbon intensity of the nation's economy by less than 45% by the end of the decade, achieve 50 percent cumulative electric power installed by 2030 from renewables and achieve net-zero carbon emissions by 2070. Low-carbon technologies could create a market worth up to $80 billion in India by 2030.

Indian Railways Industry

Indian Railways (IR) is rapidly progressing to accomplish Mission 100% Electrification and become the largest green railway network in the world. 6,542 RKMs has been achieved in IR history during 2022-23.

Electrification of 1,973 Route km (2,647 TKM) has been achieved during 2022-23, which is 41% higher as compared to corresponding period of 2021-22. As of February 2023, 85% of the total Broad-Gauge network has been electrified. With this, Indian Railways has completely electrified 6 zonal railways and is rapidly progressing towards its target of 100% electrification and becoming the largest green railway network in the world. The railway sector of India aims to electrify the entire network by 2023 which will lead to annual energy savings of $1.55 Bn.

Indian Railway Outlook

Indian Railway network is growing at a healthy rate. In the next five years, Indian railway market is expected to be the third largest, accounting for 10% of the global market. The government has announced two key initiatives for seeking private investments-running passenger trains by private operators across the railways network and redevelopment of railway stations across the country. According to Indian Railways, these projects have the potential of bringing an investment of over US$ 7.5 billion in the next five years.

The Indian Railway launched the National Rail Plan, Vision 2024, to accelerate implementation of critical projects.

Automotive Industry

The Indian automobile industry is setting out on a journey with hopes for a sustained growth momentum in 2023 and further embracing clean technology amid the lurking speed breakers of rising interest rates and cost increases due to new emission and safety norms, having witnessed a strong comeback from the COVID-led downturn this year.

EBITDA per KL after forex adjustment in FY 2023 was at H 4,781, down 24% YoY from H 6,331. The focus remains on per unit profitability rather than on volumes.

Outlook

High level of global inflation has induced interest rate hikes. Profitability of the segment is sensitive to the rise in the cost of funding.

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

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 rate and foreign exchange rate. Higher prices amidst global inflation and rising rate of interest may impact the business. Your Company uses hedging strategy to mitigate the forex risk. In the event of volatility in oil prices, the prices of longterm buy contracts take time to adjust since formula prices are backward looking. Performance may be impacted by competition in the transformer oils and auto lubricants subsegments. Rapid commoditization at the lower end of the market, particularly in technical grade white oils, might bear an impact on profitability.

Cables segment — Largest domestic player in renewables and No. 1 exporter 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. H 397 crore has been invested over FY16-23 towards developing new-age solutions:

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.

Highest number of UL certificate of compliance from India for sale of cable in the United States.

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

Exports' contribution at 52% as against 29% in FY 2022, total exports tripled compared to last year.

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

Active state presence in retail light duty cable business gone up from 2 in FY 2022 to 13 in FY 2023.

EBITDA margin post forex adjustments up 225% YoY to H 344 crore in FY 2023.

Prepared to capture export markets:

Exports are up 190% YoY to H 1,658 crore from H 572 crore in FY 2022, contributing to the increased revenue of the segment. With major exports done to several countries new opportunities are expected to be opened in FY 2024.

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

Outlook

In FY 2024, the Company will continue its focus on premium products: and continue to focus on exports.

In FY 2024, the Company will also continue to increase its volumes in light duty cable business penetrating to newer distributors and new states.

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.

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 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.

Key Financial Ratios with details of significant changes

The Company has identified the following as key financial ratios:

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

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

5. Cema Wires & Cables Inc.*, USA., Wholly Owned Subsidiary of the Company,

6. Ampoil Apar Lubricants Private Limited — Associate of the Company with 40% stake along with PPS Motors Private Limited and Others.

7. Clean Max Rudra Private Limited — Associate of the Company with 26% stake.

* Not consolidated as there are no operations till March 31, 2023

The Company has not attached the Balance Sheet, statement of profit & loss and other related documents of its five 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 Associate for the Financial Year ended March 31, 2023 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 Associate 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 Associate, are available on the website of the Company at www.apar.com.

The Company has incorporated a new Wholly Owned Subsidiary Company, in the form of C- Corporation entity, in the name of CEMA WIRES & CABLES INC. having registered office situated at 251 Little Falls Drive, in the City of Wilmington, County of New Castle, 19808 in the State of Delaware, on April 26, 2022, interalia for carrying out the trading business in Cable & Wires and other products including warehousing / storing activities.

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 the 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:

Resignation:

During the year under review, Mr. Fatehchand B. Virani (DIN : 00062278), an Independent Director (NonExecutive) of the Company, vide his letter dated September 8, 2022 expressed his inability to continue as Director of the Company due to his advancing age and certain personal commitment / pressing engagements and accordingly, tendered his resignation as an Independent Director (Non-Executive) of the Company and consequently as a Chairman / Member of the following Committees of the Board, effective from the closure of Company's Board Meeting dtd. November 3, 2022.

i. Share Transfer & Shareholders' Grievance-Cum-Stakeholders Relationship Committee (Chairman)

ii. Audit Committee (Member)

iii. Corporate Social Responsibility Committee (Member) and

iv. Nomination and Compensation-cum-Remuneration Committee (Member)

The Board placed on record its appreciation for the valuable contribution and quality expert advices given by Mr. Virani during his tenure as Director and as a Member of the various Committees of the Board.

Re-appointment:

At the 34^th Annual General Meeting (AGM), following appointment / re-appointment is being proposed:

a. Mr. Chaitanya N. Desai, Director (DIN: 00008091), shall retire by rotation and being eligible, offers himself, for re- appointment.

Details of the proposal for re-appointment of Mr. Chaitanya N. 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 34^th AGM.

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

KEY MANAGERIAL PERSONNEL:

As on March 31, 2023, 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 of other committee meetings, with regard to 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, Mrs. Nina Kapasi and Mr. Kaushal J. Sampat were the Independent Directors (Non-Executive) of the Company as on March 31, 2023.

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

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 nonacceptance 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.

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, 2023.

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, 2023 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 upto 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, 2024 (2023-24) on a remuneration not exceeding H 1,32,000 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 2022-23. 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 201011. As permitted, delivery of notices / documents and annual reports etc. are being sent to the shareholders by electronic mode only, unless a request for physical copy of aforesaid document is sought by the shareholders.

Further, the Company has started using recyclable steel drums in place of wooden pallets in order 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.

institutions, banks, government bodies, technical collaborators, customers, dealers and suppliers of the Company. We thank the Government 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.

For and on behalf of the Board of Directors

Sd/-

Kushal N. Desai

Place: Mumbai Chairman & Managing Director

Date: May 08, 2023 DIN - 00008084