About Apar Industries Ltd

Apar Industries Limited, founded by Late Shri. Dharmsinh D. Desai in the year 1958 is one among the established companies in India, operating in the diverse fields of electrical and metallurgical engineering offering value added products and services in Power Transmission Conductors, Petroleum Specialty Oils and Power & Telecom Cables. The Company is one among the top 3 global leaders in conductors, the 4th largest global transformer oil manufacturer, the largest domestic cable manufacturer in the renewable sector and a leading player in auto lubricants. The Company has strategic tie-ups with big global firms, such as ENI S.p.A, Italy, and CTC Global, USA. It has 4 subsidiaries as at 31st March 2022 comprising of Petroleum Specialities Pte. Ltd. Singapore (PSPL) - Wholly Owned Subsidiary of the Company, Petroleum Specialities FZE, Sharjah (PSF) - Wholly Owned Subsidiary of PSPL, Apar Transmission & Distribution Projects Private Limited (ATDPPL) - Wholly Owned Subsidiary and APAR Distribution & Logistics Private Limited - Wholly Owned Subsidiary of the Company. Apar Industries (AIL), formerly known as Gujarat Apar Polymers was promoted by Apar, the flagship company of the Apar Group, along with the Gujarat Industrial Investment Corporation (GIIC). The Company was incorporated on September 28th, 1989. In Nov' 2000 the captive plant for co-generation of power and steam has became operational. The Ankleshwar plant which was modernised with latest know-how of M/s Goodyear Tire & Rubber Co., USA for continuous processing of NBR in place of batch processing was completed and test running is in progress in 2000-01. The Company's Nalagarh plant was commissioned during the year ended 31 March 2008. It was however, not fully loaded till December 2007 for the lack of orders. However, in Q4 March 2008, the capacity utilisation was improved to 70%. The company expanded Nalagarh plant's production capacity to avail the benefits of incentives of income tax, sales tax and excise duty. During the year ended 31 March 2008, the company's Transformer and other speciality oils division commenced production of the 'Agip' brand automotive lubricants with the license and technical know-how of ENI-Spa of Italy and marketed the same through a 50:50 joint venture company, viz. Apar ChemateK Lubricants Limited. On account of losses incurred during the financial year ended 31 March 2010 and also with carried forward losses of past years, the entire net worth of Uniflex Cables Ltd. (UCL) got eroded as at the end of the financial year March 31, 2010. Apar Industries has an equity investment of Rs. 834.37 million in UCL as at March 31, 2010. Considering the present net worth position of UCL, Apar Industries provided (non-cash charge) Rs.555.4 million in its 2009-10 accounts as an extraordinary item. On account of brought forwarded losses of the previous years, the entire net worth of UCL's wholly owned subsidiary Marine Cables & Wires Private Limited (MCWPL) got eroded as at the end of financial year March 31, 2009 and MCWPL had filed required reference to BIFR in the month of October 2009. BIFR vide its order dated February 5, 2010 has declared MCWPL as sick industrial company and directed MCWPL to submit Draft Rehabilitation Scheme (DRS) for its revival. Apar Industries shall provide required support for its revival and the Board authorised the management to discuss the proposal to be submitted by MCWPL to BIFR for amalgamation of MCWPL with Apar Industries. During the year ended 31 March 2011, Apar Industries' Transformer oil and specialty oils division recorded volume growth of approximately 5%. The conductors division's volume jumped 29.3% from 79510 MT to 102793 MT. Pursuant to the reference made in accordance with the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) to the Board for Industrial & Financial Reconstruction (BIFR) by Uniflex Cables Ltd. (UCL), it has been declared as Sick Industrial Company by BIFR vide its' order dated October 26, 2010 and directed UCL to file a fully tied up Draft Rehabilitation Scheme (DRS) u/s 17(3) of SICA for it's revival to Syndicate Bank who has been appointed as Operating Agency (OA) to examine the DRS. After having preliminary discussion with the management of the company, UCL has submitted DRS to OA which include amalgamation of the UCL with the company with cut off date as 31st March, 2010 for expeditious revival. The Scheme also provides for exchange of one equity share of the face value of Rs. 10 each of Apr Industries for ten equity shares of Rs 10 each of UCL. After holding Joint Meeting of all the concerned parties by OA, it has submitted its' report on above DRS to BIFR on March 18, 2011. The shareholders of Apar Industries have approved the above DRS and also the exchange ratio subject to the final approval of the BIFR which is awaited. As directed by BIFR, UCL's wholly owned subsidiary Marine Cables & Wires Private Limited (MCWPL) has submitted Draft Rehabilitation Scheme (DRS) which include amalgamation of the MCWPL with Apar Industries with cut off date as 31st March, 2010 to BIFR in July,10. BIFR has appointed Syndicate Bank as Operating Agency (OA) to examine the DRS and submit its' report to BIFR. During the year ended 31 March 2012, on account of termination of sales contract on a mutually agreed basis for an overseas project in its conductors division, Apar Industries provided Rs.57.29 million as loss on account of settlement of position taken on London Metal Exchange (LME) to book the loss pertaining to forward LME positions. The company's cables division developed few new speciality cables during the year where margins are better and got good response from the customers. In September 2012, Apar Industries acquired 47.5% stake from Chematek SpA in the distribution JV company viz Apar ChemateK Lubricants Ltd. (ACLL) for Automotive Oils and the said company has become subsidiary of the company. During the financial year ended 31 March 2014, Apar Industries completed expansion of capacities to drive growth in high value products. Volumes of the company's Specialty Oil division grew 9.2% to 327,393 KL in FY 2014 from previous year volume of 299,866 KL. During the year under review, the company made several changes and expansions in its cables division. The E-beam facility with both accelerators and associated handling equipment were commissioned. Major part of the equipment for Elastomeric cables was shifted from the old plant at Umbergaon to the new state of the art facility at Khatalwad doubling production capacity. The company took many steps to improve operational efficiency and de-bottlenecking. The expansion of the Opitcal Fibre capacity was completed in Umbergaon and Khatalwad. Approvals from major clients such as Railways, Defense, Bharath Broad Band Limited (BBNL), BSNL etc. were obtained. FY 2015 was a record year in terms of volumes for Apar Industries' conductors division due to increased export business. During the year under review, the new continuous casting & rolling mill became operational in Athola. During the year, the first turnkey project for new generation High Temperature Low Sag (HTLS) conductors was successfully executed. The auto lubes segment continued to grow despite slowdown in the auto market with sales up 11.5% YoY on a volume basis in FY 2015 driven by growing OEMs sales, increased promotions and direct channel marketing efforts. New range of products in motorcycle oils also helped increase sales. On 18 November 2014, Apar Industries' wholly owned subsidiary Petroleum Specialities Pte. Ltd, Singapore (PSPL) incorporated a wholly owned subsidiary company in the Free Trade Zone, Sharjah, UAE for setting up a manufacturing facility in the Hamriyah Free Zone Authority, UAE for a comprehensive range of Speciality Oils and Lubricants. The plant will have State of the Art facilities to store, blend and process a wide range of Speciality Oils and Lubricants for the Power, Cosmetics, Industrial and Automotive verticals. Apar Industries' Wholly-owned Subsidiary, Apar Lubricants Limited (ALL) (formerly Apar ChemateK Lubricants Limited) was amalgamated with the company by order High Court of Gujarat dated 23 October 2015. The Scheme of Amalgamation became effective from 10 November 2015 with retrospective effect from 1 January 2015, being the Appointed Date and the said business is now carried on as part of Apar Industries' Oil Division. In FY 2016, volumes for Apar Industries' conductors division grew by 13% to reach 170,070 tonnes compared to 150,557 tonnes in previous year. During the year under review, the business division received its biggest order of ACCC & AL59 from UPPTCL and GETCO, respectively. In both cases, the orders are in excess of Rs. 50 crore. The business division also received an order for GAP Conductors from GETCO. The business division successfully completed the First Longest transmission line Re-Conductoring work with ACCC Casablanca conductor for Odisha Power Transmission Corporation ltd. Other projects completed in the high efficiency segment were: Varanasi to Sarnath Substation, Chinhat-Barabanki line, Hardoi Rd-NKN line for UPPTCL and New Pirana to Pirana Feeders (ACCC DRAKE), Pirana to Jamalpur S/S (ACCC LISBON), Vinzol-Vastral (ACCC Lisbon) for Torrent Power and Bamnauli Naraina DC Line for PGCIL. The Specialty Oils division posted 2.6% growth in aggregate volume, highest ever volume till date led by Rubber processing oil, Auto & Industrial Lubricants and White Oils. The Auto Lubes segment continued to grow and delivered 2.9% volume growth to reach 23,480 KL, highest ever achieved despite demand from the rural sector being especially low. During the year under review, the share capital of Apar Industries' downstream subsidiary Petroleum Specialities FZE (PSF) increased from US$ 40825 to US$ 34,05,995. PSPL holds 100% equity in PSF. Apar Industries' wholly owned subsidiary Petroleum Specialities Pte. Ltd, Singapore (PSPL) holds 100% equity in PSF. During the financial year ended 31 March 2017, Apar Industries had offered to buyback upto 450,000 Equity Shares of face value of Rs. 10/- each at a price of Rs. 660/- per Equity Share (Buyback Price) payable in cash for an aggregate amount of up to Rs. 29.70 crore through Tender Offer. Against the offer, 2,28,150 Equity Shares were tendered by the shareholders for an aggregate amount of Rs. 15.06 crore and buyback was completed. During the year under review, Apar Industries conductor plant in Jharsuguda and the Oils Plant in Sharjah became operational. The company's cable expansion plan also moved forward as per schedule. Volume for the period under review for the company's speciality oil division stood at 1,58,835 MT, lower than 1,72,257 MT in the previous year, as the company produced more of the high temperature conductors, which carry a larger value per unit of volume. During the year under review, the company's conductors division executed some challenging re-conductoring projects in Kerala, and Telangana, among others. In Q3 December 2016, Apar received its first large export order worth Rs 100 crore for high temperature conductors from an EPC contractor in North America. The aggregate volumes of the company's Specialty Oil division rose 4% at 3,52,655 KL in FY 2017, led by increase in Transformer Oils (domestic), Transformer Oils (export), White Oil, Rubber Processing Oils and Auto Oils. The Auto Lubes segment delivered 6% volume growth to reach 24,893 KL, from 23,480 KL, despite the impact of demonetisation, which hit both the aftermarket segment as well as OEM sales in the short term. Pursuant to the resolution passed by the shareholders, the company completed the process of closing down Quantum Apar Specialty Oils Pty. Ltd., Australia (Quantum) and made an application for voluntary de-registration with the Registrar of Companies. Apar Transmission & Distribution Projects Private Limited (ATDPPL) was incorporated as a Wholly-owned Subsidiary of Apar Industries Limited on August 26, 2016 with the main objective of construction and installation, re-conductoring, and erection of overhead & underground T&D lines, among others. During the year under review, Templeton Strategic Emerging Markets Fund III, L.D.C. (Templeton - Investor) sold its entire holding 3,636,363 Equity Shares held by it Apar Industries. Templeton thereupon withdrew the nomination of Mr. Rajesh Sehgal as Investor Director of the Company and ceased to be Investor Director with effect from 30 March 2017. FY 2018 was a landmark year for Apar Industries as it marked its Diamond Jubilee year. FY 2018 saw all businesses of the company expand, with revenues returning to growth after two consecutive years of decline. The company delivered volume growth across all segments despite uncertainties and challenges emanating from the implementation of GST, and increase in raw material prices. In FY 2018, the volumes of the company's Conductors division grew 5% to reach 166,622 MT, compared to 158,835 MT in FY17. During the year under review, the company shifted 50,000 MT of conductor's capacity from Silvassa to Jharsuguda (Odisha), taking the total capacity to 80,000 MT, to avail cost and logistic benefits. Also, a new molten metal facility commenced operations at Lapanga for manufacturing rods. Volume for the period under review for the company's speciality oil division stood at 388,513 KL, compared to 352,655 KL in FY17, led by strong growth in automobile oils, industrial processing oils, industrial lubricants and transformer oils. Volumes in the auto lubes segment have increased to 33,338 KL, up 34% from 24,893 KL in the previous year. The demand for auto lubricants remained strong, driven by OEM sales and the B2C segment, which Apar caters to via its network of 450 distributors and 15,000 stockiest across India. Production at the company's power cables plant at Umbergaon was at close to full capacity level in FY18. On 12 June 2017, M/s. Cema Optilinks Private Limited was incorporated as a Majority Owned Subsidiary of Apar Industries with the main object of carrying out small-scale business of manufacturing and trading in Fiber Optic cables. On 18 July 2017, Apar Industries entered in to a Joint venture agreement with M/s. PPS Motors Private Limited (PMPL) and others and for the purpose incorporated a company in the name of 'M/s Ampoil Apar Lubricants Private Limited' (AALPL) which shall carry out the activities such as sale and / or distribution of lubricants including Engine Oils for various kinds of vehicles, machinery, mechanised equipment under the brand name 'Ampoil'. Apar Industries' share in the Joint Venture will be 40%. In FY17, the Company commissioned a state-of-the-art speciality oil-blending unit in Hamriyah (Sharjah), which crossed sales volume of 50,000 KL in the first year itself, while being cash positive. During the year, 22,437 ckms of AC transmission lines, 72,705 MVA of AC substations transformation capacity and 12,600 MW of inter-regional transmission capacity were added in FY19, showing good progress in the 13th Plan. During the Financial Year 2018-19, the Company sold its entire holding of 9,900 equity shares of Rs 10/- each held in M/s. Cema Optilinks Private Limited (COPL), a majority-owned subsidiary Company, at par to promoters. With the sale of the aforesaid shares, COPL ceased to be a majority-owned subsidiary of the Company w.e.f. 18th September 2018. In 2019-20, CTC for Transformers industry and Optical Ground Wire (OPGW) were launched. Medium Voltage Covered Conductor (MVCC)was launched. Execution started for Railway harness business. In 2023, the Company launched a special premium grade of lubricants to support tractors and its equipment to function at optimum state; it launched special EV Tyres and harness for cables in electric vehicles. In 2022-23, the Company incorporated a new Wholly Owned Subsidiary Company, in the name of CEMA WIRES & CABLES INC effective on April 26, 2022.

Apar Industries Ltd Chairman Speech

Enhancing efficiencies, bolstering growth

I am happy to present to your Company's Annual Report for FY 2023.

FY 2022 saw India battling strong economic headwinds with synchronised fiscal policy measures, and a series of counter mechanisms to mitigate financial stress. Following the COVID 19 led economic disruptions, businesses have slowly started to bounce back to normalcy in FY 2023. In the face of a testing global economy, we at APAR have managed to grow with agility, from innovative new product introductions, focused execution, improved operational efficiencies and market share gains. All our business divisions have been proactive in developing products and services which are relevant in today's markets guided by solutions to problems that our clients face. We continue to build at APAR responsible products and services that makes for a better world – as we live up to our motto of ‘Tomorrow's solutions today.'

Poised for robust growth

FY 2023 has been particularly transformative, given the success we have had in premiumising our product portfolio and growing globally. In the year under review, the company recorded an all-time high revenue of Rs. 14,352 crore, up 54% YoY and driven by strong growth from the export of conductors and cables. All three major business verticals recorded their highest year in sales. EBITDA increased 130% YoY to reach Rs. 1,320 crore due to higher margins in conventional and premium conductors and an increase in cable volume. The conductor business witnessed robust performance in FY 2023 with volumes at 1,60,131 MT, driving 67% revenue growth to Rs. 7,013 crore. The EBITDA per MT post forex adjustments came in at Rs. 44,114 which is over 2.5 times compared to last year. The total order book for conductors stood at Rs. 5,124 crore as of March 31, 2023, with a new order inflow of Rs. 7,779 crore, recording a surge of 44% YoY. The export revenue of the conductor division grew by 126% YoY, contributing to 51% of the division's overall revenues. The conductor division has seen a transformational journey over the past decade, premiumising its product offerings and reaping the fruits of investments made in R&D and product development. We are optimistic that committed investment in the T&D sector, coupled with increased renewable energy projects in the pipeline will become key demand drivers for the company's conductor business over the coming years. During FY 2023, the cable business became the number one exporter in cables and wires segment from India, with export contributing to 52% to overall division revenue. The cables division saw some of the strategic initiatives yielding results, with 64% YoY growth in revenue to Rs. 3,263 crore, led by a significant increase in elastomeric products and exports. EBITDA post forex adjustment is at Rs. 344 crore, up 225% YoY with a margin of 10.5%. The macro environment in terms of push towards renewables, spendings on infrastructure in power and mobility and the current geo-political situation opens opportunities for our cable business which is expected to see strong demand in coming years. The oil business also had its highest revenue with a growth of 31% YoY driven by base oil prices and volume growth. The EBITDA per KL post forex adjustment came in at Rs. 4,781 in line with our threshold margin. One-third of the oil division revenue comes from transformer oil which is expected to benefit due to increase in infra-related spends and transmission lines globally. We export to 100+ countries and the focus will be on per unit profitability versus total volumes.

Focused Growth

Our growth story is a consequence of several strategic factors including a diversified revenue base, appropriate Capital investments, strong cost controls, continuous investment in R&D activities and our proximity to customers. Our philosophy of delivering tomorrow's solutions today has been manifested in the launch of the right mix of innovative products that help our customers grow their businesses more effectively. The company's strategy of designing and manufacturing products for the global markets also paid rich dividends as we were able to expand our presence internationally and become the largest exporter from India of conductors, cables, and transformer oils.

Embedding ESG in our DNA

At APAR, we are tackling climate change with company-wide action in all our manufacturing processes, generation of renewal energy to reduce hydrocarbon-based power, and the recycling, reuse, and recharge of water at all our plants. We have also designed and marketed products that are not only manufactured with less carbon intensity, but also deliver power savings, longer life, and higher biodegradability. Besides maximizing rooftop solar installations in our facilities, we have taken one more step towards augmenting green energy by successfully commissioning a wind-solar hybrid (3.30 MW wind turbine and 2.80 MWp of solar energy) project in partnership with a leading supplier. This project is expected to generate 15 million units annually, thereby increasing the share of renewable energy to 14% of our overall electricity mix. It gives me immense pride to share that APAR is the first Indian company to release the Environment Product Declaration and Certification (EPD) for AL59 conductors. This document transparently communicates the carbon emissions through the entire life cycle of products. As the world's largest Aluminium and alloy manufacturer, APAR is committed to taking the lead in responsible manufacturing.

Powered to Excel

In conclusion, I would like to reiterate that APAR is well positioned in the markets globally where we see growth – from the addition of renewable energy, infrastructure expansion in T&D, mobility in the form of new metro railways, locomotives, coaches, electric vehicles, mechanization of agriculture in India and developing markets and finally the growth in telecommunication and data transmission infrastructure. In each of these segments we have globally approved products. What should benefit the company is that these growth drivers are fundamental to the new world as the current state is being transformed and will last the better part of the coming decade. I wish to express my heartfelt gratitude towards all our stakeholders: our shareholders, employees, customers, bankers, and regulatory authorities all over the world for their unwavering faith and support. We sincerely commit to building a business which delivers products and services which are Better, Faster, Cheaper and Greener.

Yours Sincerely,

Kushal Desai

Apar Industries Ltd Company History

Apar Industries Limited, founded by Late Shri. Dharmsinh D. Desai in the year 1958 is one among the established companies in India, operating in the diverse fields of electrical and metallurgical engineering offering value added products and services in Power Transmission Conductors, Petroleum Specialty Oils and Power & Telecom Cables. The Company is one among the top 3 global leaders in conductors, the 4th largest global transformer oil manufacturer, the largest domestic cable manufacturer in the renewable sector and a leading player in auto lubricants. The Company has strategic tie-ups with big global firms, such as ENI S.p.A, Italy, and CTC Global, USA. It has 4 subsidiaries as at 31st March 2022 comprising of Petroleum Specialities Pte. Ltd. Singapore (PSPL) - Wholly Owned Subsidiary of the Company, Petroleum Specialities FZE, Sharjah (PSF) - Wholly Owned Subsidiary of PSPL, Apar Transmission & Distribution Projects Private Limited (ATDPPL) - Wholly Owned Subsidiary and APAR Distribution & Logistics Private Limited - Wholly Owned Subsidiary of the Company. Apar Industries (AIL), formerly known as Gujarat Apar Polymers was promoted by Apar, the flagship company of the Apar Group, along with the Gujarat Industrial Investment Corporation (GIIC). The Company was incorporated on September 28th, 1989. In Nov' 2000 the captive plant for co-generation of power and steam has became operational. The Ankleshwar plant which was modernised with latest know-how of M/s Goodyear Tire & Rubber Co., USA for continuous processing of NBR in place of batch processing was completed and test running is in progress in 2000-01. The Company's Nalagarh plant was commissioned during the year ended 31 March 2008. It was however, not fully loaded till December 2007 for the lack of orders. However, in Q4 March 2008, the capacity utilisation was improved to 70%. The company expanded Nalagarh plant's production capacity to avail the benefits of incentives of income tax, sales tax and excise duty. During the year ended 31 March 2008, the company's Transformer and other speciality oils division commenced production of the 'Agip' brand automotive lubricants with the license and technical know-how of ENI-Spa of Italy and marketed the same through a 50:50 joint venture company, viz. Apar ChemateK Lubricants Limited. On account of losses incurred during the financial year ended 31 March 2010 and also with carried forward losses of past years, the entire net worth of Uniflex Cables Ltd. (UCL) got eroded as at the end of the financial year March 31, 2010. Apar Industries has an equity investment of Rs. 834.37 million in UCL as at March 31, 2010. Considering the present net worth position of UCL, Apar Industries provided (non-cash charge) Rs.555.4 million in its 2009-10 accounts as an extraordinary item. On account of brought forwarded losses of the previous years, the entire net worth of UCL's wholly owned subsidiary Marine Cables & Wires Private Limited (MCWPL) got eroded as at the end of financial year March 31, 2009 and MCWPL had filed required reference to BIFR in the month of October 2009. BIFR vide its order dated February 5, 2010 has declared MCWPL as sick industrial company and directed MCWPL to submit Draft Rehabilitation Scheme (DRS) for its revival. Apar Industries shall provide required support for its revival and the Board authorised the management to discuss the proposal to be submitted by MCWPL to BIFR for amalgamation of MCWPL with Apar Industries. During the year ended 31 March 2011, Apar Industries' Transformer oil and specialty oils division recorded volume growth of approximately 5%. The conductors division's volume jumped 29.3% from 79510 MT to 102793 MT. Pursuant to the reference made in accordance with the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) to the Board for Industrial & Financial Reconstruction (BIFR) by Uniflex Cables Ltd. (UCL), it has been declared as Sick Industrial Company by BIFR vide its' order dated October 26, 2010 and directed UCL to file a fully tied up Draft Rehabilitation Scheme (DRS) u/s 17(3) of SICA for it's revival to Syndicate Bank who has been appointed as Operating Agency (OA) to examine the DRS. After having preliminary discussion with the management of the company, UCL has submitted DRS to OA which include amalgamation of the UCL with the company with cut off date as 31st March, 2010 for expeditious revival. The Scheme also provides for exchange of one equity share of the face value of Rs. 10 each of Apr Industries for ten equity shares of Rs 10 each of UCL. After holding Joint Meeting of all the concerned parties by OA, it has submitted its' report on above DRS to BIFR on March 18, 2011. The shareholders of Apar Industries have approved the above DRS and also the exchange ratio subject to the final approval of the BIFR which is awaited. As directed by BIFR, UCL's wholly owned subsidiary Marine Cables & Wires Private Limited (MCWPL) has submitted Draft Rehabilitation Scheme (DRS) which include amalgamation of the MCWPL with Apar Industries with cut off date as 31st March, 2010 to BIFR in July,10. BIFR has appointed Syndicate Bank as Operating Agency (OA) to examine the DRS and submit its' report to BIFR. During the year ended 31 March 2012, on account of termination of sales contract on a mutually agreed basis for an overseas project in its conductors division, Apar Industries provided Rs.57.29 million as loss on account of settlement of position taken on London Metal Exchange (LME) to book the loss pertaining to forward LME positions. The company's cables division developed few new speciality cables during the year where margins are better and got good response from the customers. In September 2012, Apar Industries acquired 47.5% stake from Chematek SpA in the distribution JV company viz Apar ChemateK Lubricants Ltd. (ACLL) for Automotive Oils and the said company has become subsidiary of the company. During the financial year ended 31 March 2014, Apar Industries completed expansion of capacities to drive growth in high value products. Volumes of the company's Specialty Oil division grew 9.2% to 327,393 KL in FY 2014 from previous year volume of 299,866 KL. During the year under review, the company made several changes and expansions in its cables division. The E-beam facility with both accelerators and associated handling equipment were commissioned. Major part of the equipment for Elastomeric cables was shifted from the old plant at Umbergaon to the new state of the art facility at Khatalwad doubling production capacity. The company took many steps to improve operational efficiency and de-bottlenecking. The expansion of the Opitcal Fibre capacity was completed in Umbergaon and Khatalwad. Approvals from major clients such as Railways, Defense, Bharath Broad Band Limited (BBNL), BSNL etc. were obtained. FY 2015 was a record year in terms of volumes for Apar Industries' conductors division due to increased export business. During the year under review, the new continuous casting & rolling mill became operational in Athola. During the year, the first turnkey project for new generation High Temperature Low Sag (HTLS) conductors was successfully executed. The auto lubes segment continued to grow despite slowdown in the auto market with sales up 11.5% YoY on a volume basis in FY 2015 driven by growing OEMs sales, increased promotions and direct channel marketing efforts. New range of products in motorcycle oils also helped increase sales. On 18 November 2014, Apar Industries' wholly owned subsidiary Petroleum Specialities Pte. Ltd, Singapore (PSPL) incorporated a wholly owned subsidiary company in the Free Trade Zone, Sharjah, UAE for setting up a manufacturing facility in the Hamriyah Free Zone Authority, UAE for a comprehensive range of Speciality Oils and Lubricants. The plant will have State of the Art facilities to store, blend and process a wide range of Speciality Oils and Lubricants for the Power, Cosmetics, Industrial and Automotive verticals. Apar Industries' Wholly-owned Subsidiary, Apar Lubricants Limited (ALL) (formerly Apar ChemateK Lubricants Limited) was amalgamated with the company by order High Court of Gujarat dated 23 October 2015. The Scheme of Amalgamation became effective from 10 November 2015 with retrospective effect from 1 January 2015, being the Appointed Date and the said business is now carried on as part of Apar Industries' Oil Division. In FY 2016, volumes for Apar Industries' conductors division grew by 13% to reach 170,070 tonnes compared to 150,557 tonnes in previous year. During the year under review, the business division received its biggest order of ACCC & AL59 from UPPTCL and GETCO, respectively. In both cases, the orders are in excess of Rs. 50 crore. The business division also received an order for GAP Conductors from GETCO. The business division successfully completed the First Longest transmission line Re-Conductoring work with ACCC Casablanca conductor for Odisha Power Transmission Corporation ltd. Other projects completed in the high efficiency segment were: Varanasi to Sarnath Substation, Chinhat-Barabanki line, Hardoi Rd-NKN line for UPPTCL and New Pirana to Pirana Feeders (ACCC DRAKE), Pirana to Jamalpur S/S (ACCC LISBON), Vinzol-Vastral (ACCC Lisbon) for Torrent Power and Bamnauli Naraina DC Line for PGCIL. The Specialty Oils division posted 2.6% growth in aggregate volume, highest ever volume till date led by Rubber processing oil, Auto & Industrial Lubricants and White Oils. The Auto Lubes segment continued to grow and delivered 2.9% volume growth to reach 23,480 KL, highest ever achieved despite demand from the rural sector being especially low. During the year under review, the share capital of Apar Industries' downstream subsidiary Petroleum Specialities FZE (PSF) increased from US$ 40825 to US$ 34,05,995. PSPL holds 100% equity in PSF. Apar Industries' wholly owned subsidiary Petroleum Specialities Pte. Ltd, Singapore (PSPL) holds 100% equity in PSF. During the financial year ended 31 March 2017, Apar Industries had offered to buyback upto 450,000 Equity Shares of face value of Rs. 10/- each at a price of Rs. 660/- per Equity Share (Buyback Price) payable in cash for an aggregate amount of up to Rs. 29.70 crore through Tender Offer. Against the offer, 2,28,150 Equity Shares were tendered by the shareholders for an aggregate amount of Rs. 15.06 crore and buyback was completed. During the year under review, Apar Industries conductor plant in Jharsuguda and the Oils Plant in Sharjah became operational. The company's cable expansion plan also moved forward as per schedule. Volume for the period under review for the company's speciality oil division stood at 1,58,835 MT, lower than 1,72,257 MT in the previous year, as the company produced more of the high temperature conductors, which carry a larger value per unit of volume. During the year under review, the company's conductors division executed some challenging re-conductoring projects in Kerala, and Telangana, among others. In Q3 December 2016, Apar received its first large export order worth Rs 100 crore for high temperature conductors from an EPC contractor in North America. The aggregate volumes of the company's Specialty Oil division rose 4% at 3,52,655 KL in FY 2017, led by increase in Transformer Oils (domestic), Transformer Oils (export), White Oil, Rubber Processing Oils and Auto Oils. The Auto Lubes segment delivered 6% volume growth to reach 24,893 KL, from 23,480 KL, despite the impact of demonetisation, which hit both the aftermarket segment as well as OEM sales in the short term. Pursuant to the resolution passed by the shareholders, the company completed the process of closing down Quantum Apar Specialty Oils Pty. Ltd., Australia (Quantum) and made an application for voluntary de-registration with the Registrar of Companies. Apar Transmission & Distribution Projects Private Limited (ATDPPL) was incorporated as a Wholly-owned Subsidiary of Apar Industries Limited on August 26, 2016 with the main objective of construction and installation, re-conductoring, and erection of overhead & underground T&D lines, among others. During the year under review, Templeton Strategic Emerging Markets Fund III, L.D.C. (Templeton - Investor) sold its entire holding 3,636,363 Equity Shares held by it Apar Industries. Templeton thereupon withdrew the nomination of Mr. Rajesh Sehgal as Investor Director of the Company and ceased to be Investor Director with effect from 30 March 2017. FY 2018 was a landmark year for Apar Industries as it marked its Diamond Jubilee year. FY 2018 saw all businesses of the company expand, with revenues returning to growth after two consecutive years of decline. The company delivered volume growth across all segments despite uncertainties and challenges emanating from the implementation of GST, and increase in raw material prices. In FY 2018, the volumes of the company's Conductors division grew 5% to reach 166,622 MT, compared to 158,835 MT in FY17. During the year under review, the company shifted 50,000 MT of conductor's capacity from Silvassa to Jharsuguda (Odisha), taking the total capacity to 80,000 MT, to avail cost and logistic benefits. Also, a new molten metal facility commenced operations at Lapanga for manufacturing rods. Volume for the period under review for the company's speciality oil division stood at 388,513 KL, compared to 352,655 KL in FY17, led by strong growth in automobile oils, industrial processing oils, industrial lubricants and transformer oils. Volumes in the auto lubes segment have increased to 33,338 KL, up 34% from 24,893 KL in the previous year. The demand for auto lubricants remained strong, driven by OEM sales and the B2C segment, which Apar caters to via its network of 450 distributors and 15,000 stockiest across India. Production at the company's power cables plant at Umbergaon was at close to full capacity level in FY18. On 12 June 2017, M/s. Cema Optilinks Private Limited was incorporated as a Majority Owned Subsidiary of Apar Industries with the main object of carrying out small-scale business of manufacturing and trading in Fiber Optic cables. On 18 July 2017, Apar Industries entered in to a Joint venture agreement with M/s. PPS Motors Private Limited (PMPL) and others and for the purpose incorporated a company in the name of 'M/s Ampoil Apar Lubricants Private Limited' (AALPL) which shall carry out the activities such as sale and / or distribution of lubricants including Engine Oils for various kinds of vehicles, machinery, mechanised equipment under the brand name 'Ampoil'. Apar Industries' share in the Joint Venture will be 40%. In FY17, the Company commissioned a state-of-the-art speciality oil-blending unit in Hamriyah (Sharjah), which crossed sales volume of 50,000 KL in the first year itself, while being cash positive. During the year, 22,437 ckms of AC transmission lines, 72,705 MVA of AC substations transformation capacity and 12,600 MW of inter-regional transmission capacity were added in FY19, showing good progress in the 13th Plan. During the Financial Year 2018-19, the Company sold its entire holding of 9,900 equity shares of Rs 10/- each held in M/s. Cema Optilinks Private Limited (COPL), a majority-owned subsidiary Company, at par to promoters. With the sale of the aforesaid shares, COPL ceased to be a majority-owned subsidiary of the Company w.e.f. 18th September 2018. In 2019-20, CTC for Transformers industry and Optical Ground Wire (OPGW) were launched. Medium Voltage Covered Conductor (MVCC)was launched. Execution started for Railway harness business. In 2023, the Company launched a special premium grade of lubricants to support tractors and its equipment to function at optimum state; it launched special EV Tyres and harness for cables in electric vehicles. In 2022-23, the Company incorporated a new Wholly Owned Subsidiary Company, in the name of CEMA WIRES & CABLES INC effective on April 26, 2022.

Apar Industries Ltd Directors Reports

Dear Shareholders,

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:

( Rs. in crore)

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

This dividend amounting to Rs. 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 Rs. 60 Crore to the General reserves. An amount of Rs. 1,569.75 Crore is proposed to be retained in the Consolidated Statement of Profit and Loss for Financial Year 2022-23.

6. MANAGEMENT DISCUSSION AND ANALYSIS

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.

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.

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:

T&D Industry

Indian power sector is undergoing a significant change that has redefined the industry outlook. The power industry's future in India is bright, and sustained economic growth continues to drive electricity demand in India. The Government of India's focus on attaining ‘Power for all' has accelerated capacity addition in the country.

Total Installed Capacity (As on 31.03.2023) - Source : Central Electricity Authority (CEA)

Budget Highlight on Power Sector

1. Rs. 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. Rs. 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.

Telecom Industry

The government has allocated Rs. 1.23 trillion for telecom and postal projects. The total allocation includes Rs. 975.79 billion for the Department of Telecommunications and Rs. 258.14 billion for postal projects.

The Indian telecom market saw 36 per cent value growth in offline retail last year, and 2023 is expected to be stable with value-driven growth for the domestic telecom market compared to 2022. While the global telecom market closed 2022 with a 9.7 per cent decline in revenue compared to the previous year. Telecom Industry Outlook

India's 5G subscriptions to have 350 million by 2026. Accounting for 27% of all mobile subscriptions.

By 2025, India will need ~22 million skilled workers in 5G-centric technologies such as Internet of Things (IoT), Artificial Intelligence (AI), robotics and cloud computing.

Defence Industry

Capital expenditure in the defence sector is crucial for India's aim to become self-reliant in defence manufacturing and adopting modern technology. India is positioned as the 3^rd largest military spender in the world, with its defence budget accounting for 2.15% of the country's total GDP. Over the next 5-7 years, the Government of India plans to spend $ 130 Bn for fleet modernisation across all armed services. The industry gets Rs. 5.94 lakh crore in Budget 2023-24, a jump of 13% over previous year.

Defence Industry Outlook

Ministry of Defence has set a target of achieving a turnover of Rs. 1.75 lakh crore in aerospace and defence manufacturing by 2025, which includes exports of Rs. 35,000 crore. Till April 2023, a total of 606

Industrial Licences have been issued to 369 companies operating in Defence Sector.

Exports

It is estimated that India's combined exports of merchandise and services will experience a positive growth of 13.84% in the fiscal year 2022-23 (April-March) compared to the previous fiscal year 2021-22 (April-March). Despite the global economic downturn, India's domestic demand has remained stable. On the other hand, overall imports are expected to grow by 17.38% in the fiscal year 2022-23 (April-March) compared to the previous fiscal year 2021-22 (April-March).

In March 2023, the exports of electronic goods surged by 57.36% to reach USD 2.86 billion, which is a significant increase from USD 1.82 billion in March 2022. For the entire fiscal year 2022-23 (April-March), the exports of electronic goods were reported at USD 23.57 billion, reflecting a growth of 50.52% from the previous fiscal year 2021-22 (April-March) when exports stood at USD 15.66 billion.

OVERALL BUSINESS PERFORMANCE

The company has cable, conductor and speciality oils & lubricants which cater to each of the segments above. A unique distinction achieved in FY 2023 is that each of APAR's major 3 divisions were individually the highest exporter from India in their segments.

Consolidated revenue in FY 2023 was at H14,352 crores, up

54% YoY, with growth coming from all the divisions on the back of higher volumes and growth in export of cable and conductor business. Export revenue increased 97% YoY, accounting for 49% of FY 2023 revenues. Consolidated EBITDA was at H1,320 crores up 130% YoY. Conductor business recorded all time high EBITDA post forex of H44,114 MT. Cable business recorded strong EBITDA post forex of 10.7%. Oil business recorded EBITDA post forex at 4,781 per KL

The Company posted 148% YoY growth in PAT in FY 2023 on the back of high margins in conventional conductors, higher share of premium conductors, increase in cable business and overall increase in exports.

Conductors – All Time High EBITDA

Your Company is one of the largest global manufacturers of Conductors. Rs. 433 crore of strategic capex was undertaken over FY 2016-FY 2023 to launch several innovative solutions in the space: The company has successfully embarked on a premiumisation exercise to reinvent it business with the addition of Copper conductors for Railways, Copper Transpose Conductors for transformers, OPGW wires for power & telecommunication, a comprehensive range of high efficiency conductors including turnkey solutions and a range of aluminium alloy rods for special applications. In FY 2023 43% of revenue comes from these premium products. The globalisation initiative has also resulted in 51% of revenue coming outside of the Indian market. Revenue for the conductors' segment increased 67% YoY to Rs. 7,013 crore on the back of higher share of premium products and export. Export revenues grown over 2 times as compared to previous year.

EBITDA per MT after forex adjustment at Rs. 44,114 up

158% YoY:

Your Company witnessed a strong performance with higher margins in most of the product lines. Profitable export opportunities, low cost of logistics, steel and aluminium premium augmented in achieving historic high margins.

Outlook

Your Company has planned capital expenditure to the tune of Rs. 102 crore, majorly towards de-bottlenecking, capacity/capability enhancement, productivity/cost reduction and R&D.

An uptick in the T&D sector, coupled with increased renewable energy projects in the pipeline and infrastructure spends on a global scale to become key demand drivers.

Risks and Concerns: Ongoing geopolitical tensions may pose unprecedented challenges and could pushed up the prices of commodities. Increased competition in the domestic market and 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. Project delays from customers' side may have an impact. Sharp increase interest rates can affect the financing pattern of infrastructure projects leading to delays and possible cancellations of announce projects.

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 Rs. 250 crore during FY16-23 on higher-value products:

EBITDA per KL after forex adjustment in FY 2023 was at Rs. 4,781, down 24% YoY from Rs. 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 long-term 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. Rs. 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 Rs. 344 crore in FY 2023.

Prepared to capture export markets:

Exports are up 190% YoY to Rs. 1,658 crore from Rs.

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:

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, 2023:

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 – 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