Your Directors take immense pleasure in presenting the 37^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, 2026.

1. FINANCIAL PERFORMANCE

The financial performance of your Company for the financial year ended March 31, 2026 is highlighted below:

2. INDIAN ACCOUNTING STANDARDS

The Standalone and Consolidated financial statements
for the financial year ended March 31, 2026, have been
prepared in accordance with the Indian Accounting
Standard ('Ind AS') notified under Section 133 of the
Companies Act ('the Act') read with the Companies
(Indian Accounting Standard) Rules, 2015, as amended.

3. STATE OF COMPANY AFFAIRS

Please refer Para 5 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'), 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 ' 60/- (600%) per share on
paid up Equity Shares of the face value of ' 10 each for
the Financial Year 2025-26.

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

5. MANAGEMENT DISCUSSION AND
ANALYSIS (MDA)

Economic Overview

Global Economy and Outlook

The global economy is facing renewed disruption following
the outbreak of war in the Middle East, with rising
commodity prices, firmer inflation expectations, and tighter
financial conditions testing recent economic resilience.
Prior to the conflict, the private sector had adapted well
to trade disruptions and policy uncertainty, supported by
lower-than-expected US tariffs, fiscal stimulus, favorable
financial conditions, and strong productivity gains from
a technology boom — conditions that had lifted the pre¬
conflict global growth forecast to 3.4% for 2026.

However, the outbreak of hostilities has materially altered
that trajectory. Assuming the conflict remains limited in
duration and scope, the IMF now projects global growth
to slow to 3.1% in 2026 and 3.2% in 2027, while global
headline inflation is expected to rise modestly in 2026
before resuming its decline in 2027.

Against this backdrop, downside risks remain dominant.
Escalating geopolitical tensions, trade-related disputes,
volatility in rare earth element supply chains, a potential
reassessment of AI-driven investment returns, and widening
fiscal deficits could exert further pressure on long-term
interest rates and financial stability. On the upside, a
sustained AI productivity dividend, renewed structural

reform momentum, and easing of trade tensions could
provide partial offsets

Indian Economy and Outlook

Despite heightened global trade tensions in FY26, India
remained the fastest-growing major economy, with growth
accelerating to 7.6 percent, up from 7.1 percent in FY25.
The current account deficit stood at 1 percent of GDP,
and fiscal consolidation continued, bringing the general
government deficit to 7.4 percent of GDP. Employment rates
remained stable, and formal job creation strengthened.

The IMF has revised India's GDP growth forecast upward to
6.5% for the current financial year, citing strong domestic
demand, continued economic momentum, and easing US
tariff pressures. At the same time, it has lowered global
growth projections, including cuts for the US, China,
and overall world output, pointing to rising geopolitical
tensions and trade disruptions. The World Bank has also
slightly raised India's growth outlook, though both global
institutions still remain below the Reserve Bank of India's
more optimistic 6.9% projection.

India continues to stand out as one of the most resilient
major economies despite global uncertainty driven by
conflicts and trade risks.

Looking ahead, India's economic outlook remains positive,
driven by structural reforms, demographic advantages, and
rapid digital adoption. Key risks include global economic
volatility, energy price fluctuations, and climate-related
disruptions. However, continued government focus on
fiscal prudence, infrastructure development, and private
sector participation is expected to sustain momentum.
Overall, India is well-positioned to maintain robust medium-
term growth, offering significant opportunities across
sectors while navigating a complex global landscape.

Transmission and distribution industry

overview

Global Market

The global electricity transmission and distribution market
size was valued at USD 397.99 billion in 2025 and is
projected to be worth USD 410.8 billion in 2026 and
reach USD 580.51 billion by 2034, exhibiting a CAGR of
4.42% during the forecast period. Asia Pacific dominated
the electricity transmission and distribution industry
with a market share of 42.78% in 2025. This growth is
driven by rising electricity demand, renewable energy
integration, and grid modernization, with advanced
technologies like HVDC and FACTS enabling efficient
long-distance transmission.

The global transition to renewable energy is transforming
the electricity transmission and distribution sector. The
integration of renewable energy sources, such as wind
and solar, into the grid is accelerating. This shift requires
significant upgrades to the T&D infrastructure to handle the
variable nature of renewable generation and to facilitate
efficient energy distribution. The transition to renewable
energy and its integration into a grid system is fueling
investments in the transmission & distribution sector.
Moreover, increasing demand for electrification across
industries is expected to fuel the growth of the electricity
transmission and distribution market.

Indian Market

India's Transmission and Distribution (T&D) sector is
undergoing a significant structural transformation, driven

by the urgent need to integrate large-scale renewable
energy capacity and upgrade aging infrastructure to meet
rising electricity demand. The sector is supported by an
estimated capital expenditure of approximately ' 9 lakh
crore (US$ 96.7 billion) through 2032. As part of this, the
National Electricity Plan (NEP) for 2023—32 outlines an
investment of ' 9.16 lakh crore, with a focus on expanding
the transmission network to 6.48 lakh circuit kilometres
(ckm) and increasing transformation capacity to 2,345
GVA by 2032.

The national grid is being strengthened to accommodate
over 500 GW of renewable energy capacity by 2030,
with high-voltage direct current (HVDC) systems
emerging as a key technology for efficient long-distance
power transmission. The sector has maintained strong
momentum in FY26, with over 6,000 ckm of new lines
added to the inter-state transmission system (ISTS) as of
January 2026, largely driven by Tariff-Based Competitive
Bidding (TBCB) projects. Key growth drivers include rising
electricity demand, rapid urbanization, and the ongoing
modernization of distribution networks, particularly under
the Revamped Distribution Sector Scheme (RDSS).

Overall, the Indian T&D sector is evolving rapidly, supported
by substantial investments in transmission infrastructure,
increasing renewable energy integration, and the
digitalization of grid operations. These developments are
expected to enhance grid reliability, improve efficiency,
and position the sector to support sustainable and resilient
economic growth over the long term.

India's transmission network spans about 508,535 circuit
km (ckm). It comprises the national grid, referred to as the
inter-state transmission system (ISTS), and the intra-state
transmission system (InSTS), within states that connect to
the distribution system. The national grid connects India's
five regional power grids: Northern, Western, Southern,
Eastern and North Eastern.

The latest National Transmission Plan (2022) seeks to
expand the network to 648,190 ckm by the fiscal year
(FY) 2031-32. This implies annual additions of around
24,000 ckm. Meeting this goal will be critical to integrating
India's target of 500 gigawatts (GW) of non-fossil capacity
by 2030.

Renewable energy industry overview

Global Market

Global renewable power capacity is expected to double
between now and 2030, increasing by 4,600 gigawatts
(GW). This is roughly the equivalent of adding China, the
European Union and Japan's power generation capacity
combined to the global energy mix. Solar PV accounts
for almost 80% of the global increase, followed by wind,
hydropower, bioenergy and geothermal. In more than 80%
of countries worldwide, renewable power capacity is set to
grow faster between 2025 and 2030 than it did over the
previous five-year period. However, challenges including
grid integration, supply chain vulnerabilities and financing
are also increasing.

The increase in solar PV capacity is set to more than double
over the next five years, dominating the global growth of
renewables. Low costs, faster permitting and broad social
acceptance continue to drive the accelerating adoption
of solar PV. Wind power faces supply chain issues, rising
costs and permitting delays — but global capacity is still
expected to nearly double to over 2,000 GW by 2030
as major economies like China and the European Union
address these challenges. Hydropower is set to account for
3% of new renewable power additions to 2030.

Renewable electricity capacity growth by technology
segment, and solar PV share, main case, 2013-2030

Indian Market

India's energy demand is projected to grow more than that
of any other country in the coming decades, driven by its
large population and strong economic growth potential.
To meet this rising demand sustainably, a significant share
of the additional energy must come from low-carbon,
renewable sources. India's commitment to achieving net-
zero emissions by 2070 and sourcing 50% of its electricity
from renewable energy by 2030 represents a major global
climate milestone.

India ranks third globally in renewable energy installed
capacity. As of 31 March 2026, the country has installed
a total of 283.46 GW of capacity from non-fossil fuel
sources. This includes 274.68 GW of renewable energy¬
comprising 150.26 GW of solar power, 56.09 GW of
wind power, 11.75 GW of bioenergy, 5.17 GW of small
hydropower, and 51.41 GW of large hydropower-along
with 8.78 GW of nuclear power capacity.

Additionally, the country achieved its highest-ever annual
solar capacity addition of 44.61 GW in FY 2025—26,
significantly exceeding the target of 34 GW. India also
recorded its highest-ever annual wind capacity addition
of 6.05 GW in FY 2025—26, marking a 46% increase
compared to the 4.15 GW added in FY 2024—25.

India is currently one of the fastest-growing markets
for renewable electricity, with new capacity additions
expected to double by 2026. The country has officially
surpassed Japan to become the world's third-largest solar
energy producer. With strong government support and
improving economic viability, the renewable energy sector
has become increasingly attractive to investors.

Budget Highlights — Renewable Energy

Solar Power Focus: The PM Surya Ghar: Muft
Bijli Yojana received a massive allocation of
' 22,000 crore to accelerate rooftop solar adoption.

MNRE Allocation: Total allocation for MNRE
rose from ' 26,549.38 crore to ' 32,914.67 crore,
reflecting a 24% increase for 2026-27.

Agri-Solar (PM-KUSUM): The outlay for the PM

KUSUM program increased to ' 50 billion in 2026,
compared to ' 26 billion in the previous budget.

Domestic Manufacturing: To support "Make in
India," Basic Customs Duty (BCD) was removed on
Sodium Antimonate and reduced on key battery and
solar glass manufacturing inputs.

Storage and Grid Integration: Tax reliefs were
extended to Battery Energy Storage Systems (BESS)
for grid-scale storage, and an additional 0.5% GSDP

borrowing limit is available for states achieving AT&C
loss reductions.

Carbon Capture (CCUS): A new ' 20,000
crore incentive scheme is launched for Carbon
Capture, Utilization, and Storage (CCUS) in hard-to-
abate sectors.

Nuclear and Emerging Fuel: Customs duty
exemptions for nuclear equipment are extended until
2035, while continued funding is provided for the
National Green Hydrogen Mission.

Railway sector overview

Indian Railways is poised to play a decisive role in
India's march towards becoming a Viksit Bharat. The
announcements made in the Union Budget 2026—27
clearly signal that the Indian railways are being positioned
as a key driver of economic growth, sustainable mobility,
and integrated national development.

In the Union Budget 2026—27, Indian Railways has
been provided a record capital expenditure (Capex)
outlay of ' 2,93,030 crore, the highest ever allocation
in its history. Alongside an overall budgetary support of
' 2.78 lakh crore, the focus is firmly on expanding high¬
speed connectivity, strengthening freight transportation,
and enhancing safety standards. This unprecedented
investment reflects the government's long-term vision of
transforming Indian Railways into a modern, efficient, and
green transport system.

As part of this vision, the government has announced
the development of seven new intercity high-speed rail
corridors, described as "growth connectors", aimed
at promoting environmentally sustainable passenger
transport. These corridors include Mumbai—Pune, Pune—
Hyderabad, Hyderabad—Bengaluru, Hyderabad—Chennai,
Chennai—Bengaluru, Delhi—Varanasi, and Varanasi—
Siliguri. Together, these corridors will span nearly 4000
km and are expected to attract investments of around ' 16
lakh crore.

Telecom industry overview

India's telecom sector continues to anchor the country's
digital transformation. Rapid 5G deployment and deeper
connectivity in rural and underserved regions have
positioned telecom as a key enabler of economic and
social inclusion. The Government's sustained focus on

initiatives such as BharatNet, Digital Bharat Nidhi, 100 5G
Labs and 6G research reflects a clear vision of Samaveshit,
Viksit, Tvarit and Surakshit digital ecosystem

The DoT's enhanced outlay of INR73,990 crore for 2026¬
27, covering USOF backed infrastructure expansion and
BharatNet, signals strong policy continuity. The expansion
of the India Semiconductor Mission and Electronics
Components Manufacturing Scheme shall strengthen
domestic manufacturing, boost supply chain resilience
and drive growth of India's telecom ecosystem. Long-term
income-tax exemptions for specified data center services till
31 March 2047 further incentivize investment and support
scalable digital infrastructure. Through initiatives such
as the AI Mission, National Quantum Mission, R&D and
Innovation Fund, the Government is accelerating adoption
of next-generation technologies, with telecom networks
evolving from mere connectivity enablers into foundational
platforms for an inclusive, technology-driven economy.

Overall, the Budget 2026 reinforces India's telecom
ecosystem, promoting infrastructure development, self¬
reliance and next-generation digital services. While
statutory levies and GST-related challenges remain,
fiscal incentives, network expansion and technology-led
initiatives set the stage for sustained growth, innovation
and new opportunities across India's digital economy.

Defence industry overview

India's defence sector is emerging as a key pillar of strategic
and economic strength, with defence exports surging by
over 60% in 2025—26, largely driven by DPSUs. The
country now exports defence equipment to 80 nations,
signalling its growing integration into global supply chains.
Amid rising global defence spending and supply chain
disruptions, India is positioning itself as a reliable supplier
of cost-effective military platforms. However, sustaining
this momentum requires a shift towards private sector-led,
innovation-driven manufacturing ecosystems beyond one-
off geopolitical gains.

The Ministry of Defence (MoD) allocated an all-time high
of ' 7.85 lakh crore in Union Budget 2026—27. The
budgetary allocation (excluding pensions) for 2026-27 has
seen an increase of 17.9% over the last year and including
pensions, the growth stands at 15.2%. The defence
budget signals a deliberate rebalancing of priorities to
ensure both sustenance and transformation. The calibrated

3M Conductors: Record-breaking revenues of over
' 10,000 crores underscores our operational
excellence and reinforce our strategic trajectory as
the definitive leader in T&D

As the global energy landscape undergoes a fundamental
structural shift, the Conductor segment has positioned at
the vanguard of this transformation. The Company has
successfully transitioned from a traditional component
supplier to a key strategic partner in grid modernization.
By integrating advanced technology with our core
offerings, we provide the essential framework required to
support a more resilient, efficient, and responsive energy
ecosystem. Our expansive portfolio is engineered to meet
the sophisticated demands of 21^st-century power systems

Macroeconomic demand Catalysts

The confluence of four global megatrends is creating a
sustained "demand potential"

The clean energy mandate: Global commitments to
Net Zero are necessitating a radical expansion of grid
boundaries to integrate remote renewable generation.

Grid Modernization: The urgent requirement to
replace aging, legacy infrastructure in many parts of
the world is driving a shift toward high-efficiency, low-
loss conductor technologies.

Electrification & Digitalization: The rapid
proliferation of Electric Vehicles (EVs) and the
expected exponential growth in AI Data Centers,
it is placing unprecedented stress on transmission &
distribution networks, necessitating high-performance
load-balancing solutions.

Technological Convergence: Advancements in
material science and digital monitoring are fueling a
market shift toward value-added design solutions.

Our business functioning is built upon two primary pillars:

Domestic strengthening & value migration:

We are leveraging our best-in-class domestic
project execution capabilities to capture the massive
infrastructure build-out currently underway. By
transitioning our product mix toward higher value-
added offerings, we are not only improving domestic
demand but also demonstrating operational execution
capabilities. Our ability to provide localized, high-tech

solutions ensures we remain the partner of choice for
national grid hardening initiatives.

Global Market Breakthroughs: The international
outlook for our T&D assets is promising one. We
are optimistic of a strong uptick in overseas markets,
particularly in US, as we move past the recent
rationalization of US tariff rates. This regulatory clarity,
combined with our competitiveness and technological
edge, positions us to place our footprints strategically
in the high-growth export market.

Performance for the year:

Conductor division continues to maintain its status as one
of the largest global manufacturers of aluminium and
alloy conductors During the years, Conductor divisions'
revenue grew 32.7% YoY to ' 12,712 crores, surpassing
landmark milestone of ' 10,000 crores with top notch 5
year CGAR growth of >30%. The division's operational
excellence is reflected in its rising premium product mix,
which stands at 45.8% in FY26. The division's export mix
stands at 21.0% in FY26 compared to 24.2% in FY25.
Export businesses have encountered headwinds in FY26
like supply chain disruptions, growing competitiveness in
non US overseas market. Also, there were some headwinds
which were unprecedented like US tariff hike and rising
commodity price levels. The products exported by the
conductor in the US falls under section 232 of US Trade
expansion act. As per the said section rate of custom
duty is universal irrespective of the country of its origin
and hence US tariff hike has not put the Company into a
disadvantageous position, but there was some subdued
business performance in part of the year as a result of
sudden increase in tariffs. As far as commodity price rise is
concerned, as the Company is following complete hedging
policy, the same is not impacting the profitability. However,
part of the order book delivery have got postponed as
customer preferred not to pile up inventory. Despite such
geopolitical headwinds, the Conductor division reported
EBITDA per MT after forex adjustment at ' 43,012, up by
17.3% YoY which reflect strong domestic demand and
excellent execution capabilities of the division

* Post open period forex

^ ^ Speciality Oils — All time high revenues

Specialty oil division is the 3^rd largest global manufacturer
of transformer oil and 10^th largest lubricant manufacturer
in India. 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. Specialty oil divisions continues to
aim as partner of choice for leading global T&D and OEM
manufacturers thereby fortifying our leadership positions

Performance for the year:

Revenues of specialty oil business up 5.6% YoY to reach
' 5,373 crores, with a volume growth of 9.0% on the back
of rising electricity demand and focus on infrastructure
development. Exports mix have drop to 40.29% in FY26
as against 43.98% in FY25. With growth in OEM business,
automotive oil volume up 11.1% YoY and industrial lubricants
volume up 13.8%

Cables segment —

This year marked a decisive pivot in our commercial
landscape; for the first time, cable operations outperformed
specialty oils in total revenue generation. This milestone
underscores the agility of our diversified business model
and highlights our ability to scale into market positions
alongside our legacy businesses

Macroeconomic demand Catalysts

Over the years, the cable divisions has evolved as high-
specification technology partner, where cable divisions has
successfully led the market position in specialised cables
viz. cables required in solar and wind, EV harness, railway
harness and defence sector etc. As global electricity
demand rises at fastest rate in decades, the cable business
is also delivering the critical pathways for power and data
businesses. Our Wires business has paved the way with
more technology advanced capabilities in safeguarding the
assets. The entire cables industry is currently witnessing a
"super-cycle" driven by deep structural shifts:

Grid modernization mandate: With global grid
spending is expected to reach record highs, demand
for cables required in the entire eco systems of
Transmission and Distribution space is expected to
grow significantly

Data centre: The proliferation of AI infrastructure has
augmented demand for cables over the conventional
construction cycles. Each new hyperscale facility
requires massive volumes of precision-engineered
power cabling

EV & mobility revolution: With EV penetration
reaching significant milestones in 2026, the demand

for high-voltage automotive wiring harnesses and
public charging infrastructure has become a primary
volume engine

Export engine: Cable division has obtained 18
number UL approvals required for exporting of cables
to US.

Distribution Network: Cable division has also
focused on strengthening its B2C sales with emphasize
on expanding distributor network, retail presence,
advertisement and promotional campaigns.

Performance for the year:

Revenues from the Cables segment is higher by 25.8%
as against last year to reach ' 6,220 crores. Domestic
cable business sprinted in this year, growing at 23.6% YoY.
Government focus on capex on various sectors like T&D,
Infra, railways, renewables etc has bolstered domestic
growth. Exports have grown 30.6% over last year with
export mix of 32.3% as against 31.1% in last year. During
the year, unfavourable policy measures implemented by
some of the parts of the western world has slow down
the business in those territories, however, in the fag end
part of the year, US business started resurging, but it has
offset moderate performance from other parts of the world.
Overall, on the back of strong demand from domestic and
US market (post rationalisation of tariff), the cable business
is well poised to amplify its performance further.

* Post open period forex

Overall Business Performance

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

General risks and concerns

• Geopolitical & macroeconomic volatility

Geopolitical Instability: Global conflicts
or regional tensions can lead to prolonged
disruptions in logistics operations and significant
increases in freight costs.

Nationalistic Policies: A global shift toward
localized manufacturing and protectionist trade
policies may create barriers for the export
segment of the business.

Economic Upheavals: Local or worldwide
economic shifts create volatility in input costs
and can dampen overall demand.

Company keeps on evaluating negating the terms of the
contract which would favor the company

• Regulatory & Government Dependency

Capex Cycles: The tendering business is
inherently cyclical in nature. Any delays or
reductions in government capital expenditure
can result slowness of demand.

Policy Shifts: Changes in government
leadership may result in altered policies or
reduced funding, potentially slowing the pace
of business growth

Contractual Risks: Sharp increases in material
prices can make it uneconomical for customer
/ utilities to honour tendering commitments
on time

As energy sector is undergoing through a Supercycle,
above risk can have a short term impact on the business
of the Company

• Financial & Market Risks

Commodity price fluctuations: The business
is exposed to the rising cost of raw materials.
The company actively utilizes hedge covers to
protect against fluctuations movements

Interest rate sensitivity: Supplier finance
arrangements are linked to variable rates, any
change in which may affect the interest expenses

Currency exposure: International operations
face foreign exchange risk, which is protected
by employing currency hedgings.

Competition risk: Any failure to anticipate
technological shifts or a significant move by
competitors toward lower-cost manufacturing
bases could adversely impact our market share.

Policy Shifts: The rise of nationalistic policies
favoring local players in certain geographies
poses a risk to our export competitiveness. By
positioning our offerings as essential enablers of
energy efficiency, we shift the competitive focus
from 'price-per-unit' to 'total lifecycle value,'
fostering long-term client relationships

While these risks are present, the fundamental
growth drivers remain intact. Most impacts, such
as those stemming from temporary tender delays
or material price spikes, are viewed as short-term
in nature. The company's proactive approach to
hedging currencies, and commodities serves as
a critical buffer against market volatility.

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 third 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.

6. DISCLOSURES RELATING TO SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURES

Your Company has the following subsidiaries and associates
as at March 31, 2026:

Subsidiaries

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

2. Petroleum Specialities FZE, Sharjah (PSF) — WOS of
PSPL,

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

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

5. APAR USA LLC (Earlier known as CEMA Wires &
Cables LLC, USA)— 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.

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, 2026, 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 Shareholders of
the Company seeking such information at any point of time
and are also available for inspection by any Shareholders
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.

7. 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.

8. 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".

9. BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORT (BRSR)

Business Responsibility & Sustainability Report (BRSR)
as stipulated under Regulation 34(2)(f) of the Listing
Regulations forms part of this Annual Report as "Annexure
- VI".

10. MANAGEMENT - DIRECTORS AND KEY
MANAGERIAL PERSONNEL
Appointment

During the year under review, Mr. Rishabh K. Desai Non¬
Executive and Non-Independent Director was appointed
as Whole-Time Director of the Company for a period of 5
years commencing from September 1, 2025 to August 31,
2030 at 36^th (Thirty-Sixth) Annual General Meeting (AGM)
of the Company.

Further, Mr. Pitamber Shivnani was appointed as an
Additional Director in the category of Independent Director
(Non-Executive) by the Board of Directors of the Company
at their Meeting held on January 29, 2026. Subsequently,
necessary approval of the Shareholders was also sought for
his appointment by way of Postal Ballot on March 14, 2026
through remote e-voting, to hold the office of Independent
Director (Non-Executive) for a period of upto 5 consecutive
years from January 29, 2026. In the opinion of the Board,
Mr Pitamber Shivnani is a person of integrity, possesses
relevant expertise / experience including proficiency and
fulfills the conditions specified in the Act and the SEBI
Listing Regulations for his appointment as an Independent
Director and he is independent of the management.

Re-appointment:

At the 37^th Annual General Meeting (AGM), 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 37^th AGM.

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

KEY MANAGERIAL PERSONNEL:

As on March 31, 2026, Mr. Kushal N. Desai, Managing
Director and Chief Executive Officer, Mr. Chaitanya N.
Desai, Managing Director, Mr. Rishabh K. Desai, Whole
Time Director, Mr. Ramesh S. Iyer, Chief Financial Officer
and Mr. Sanjaya Kunder, Company Secretary are the Key
Managerial Personnel of the Company.

11. MEETINGS

During the year, five Board Meetings and five Audit
Committee Meetings were convened and held. All the
Meetings except Meeting on May 14, 2025 (which was
held physically) 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.

12. DECLARATION BY INDEPENDENT DIRECTORS

Mr. Rajesh N. Sehgal, Mr. Kaushal J. Sampat, Smt. Nirupa
K. Bhatt and Mr. Pitamber Shivnani were the Independent
Directors (Non-Executive) of the Company as on March
31, 2026.

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.

13. 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.

14. 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,
2026, 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, 2026 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.

15. 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.

16. 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.

17. 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/investors/annual-returns/.

18. 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.

In pursuance of the applicable Listing Regulations and law,
Related Party Transactions are placed before the Audit
Committee as also the Board for review and approval.
A statement giving details of 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".

19. 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.

20. 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.

21. 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.

22. 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, 2026.

23. 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.

24. 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, 2026, 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 36^th
Annual General Meeting (AGM) of the Company held on
August 5, 2025 for the second term of 5 (five) years so
as to hold office up to the conclusion of the 41^st AGM of
the Company.

The Statutory Auditors have confirmed that they are not
disqualified from continuing as the Statutory Auditors of
the Company, in accordance with the provisions of the
Companies Act, 2013.

25. 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, 2027 (2026-27) on a remuneration not exceeding
' 1,45,000/- p.a.

A Resolution seeking Shareholders' ratification of
remuneration payable to M/s. Rahul Ganesh Dugal
& Co., Cost Auditor is included at Item No. 4 of the
Notice convening the AGM and Board recommends the
said Resolution.

26. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 and all other
applicable provisions of the Companies Act, 2013, read

with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and Regulation
24A and other applicable provisions of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing
Regulations), as amended from time to time, the Company
has appointed Mr. Hemang Mehta, a proprietor of H. M.
Mehta & Associates, Peer-reviewed Practicing Company
Secretary (Membership No. F4965 & Peer Review Number
1184/2021), as Secretarial Auditor of the Company for
a term of 5 (Five) consecutive years commencing from
Financial Year 2025-26 and to hold office from the
conclusion of 36^th Annual General Meeting (AGM) till the
conclusion of the 41^st AGM. The Secretarial Auditors have
confirmed that they are not disqualified from continuing as
the Statutory Auditors of the Company, in accordance with
the provisions of the applicable law.

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.

27. 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 and updated 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.

28. 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):

The Nomination and Compensation-cum-
Remuneration Committee at their meeting held on
January 29, 2026 granted of 21,399 ESARs to eligible
employees of the Company. The Paid-up Share Capital
as at March 31, 2026 was ' 40,16,83,150/- consisting
of 4,01,68,315 Equity Shares of the face value of
' 10/- each. The Board of Directors at their meeting
held on May 28, 2026 has allotted 5,920 Equity
shares pursuant to exercise of ESAR. Consequently,
after completing the Corporate Action the Paid-up
Equity Share Capital shall increase to ' 40,17,42,350
consisting of 4,01,74,235 Equity Shares of the face
value of ' 10/- each fully paid up.

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.

29. 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 ESAR referred to in this Report.

3) Except Mr. Rishabh K. Desai, Whole-Time Director,
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 was 1 (one) complaint registered
during the Financial Year 2025-26 under review.

The details of complaints filed, disposed and pending
are given below:

(a) Number of complaints of sexual harassment
received in the financial year 2025-26 — 1

(b) Number of complaints disposed off during the
financial year 2025-26 — 1

(c) Number of cases pending for more than ninety
days - Nil

(d) Number of complaints pending as on end of the
financial year 2025-26— Nil

Further details have been provided in Corporate
Governance Report forming part of this report.

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

6) There is 1 (one) pending proceedings since long
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.

8) Compliance of the provisions relating to the
Maternity Benefit Act, 1961

During the year under review, your Company has complied
with the applicable provisions of the Maternity Benefit
Act, 1961, including amendments thereto. Your Company
remains committed to creating an inclusive and supportive
environment for women, especially during and after
pregnancy, to ensure their health, dignity, and continued
career growth.

30. 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 28, 2026 DIN - 00008084