APM Industries Ltd Directors Report

To the Members,

The Board of Directors are pleased to present the 52nd (Fifty-second) Annual Report of the Company, together with the Audited Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

The Companys financial performance for the financial year ended March 31, 2026 is summarised below:

Particulars	Financial year 2025-26	Financial year 2024-25
Revenue from Operations	27,031	29,400
Other Income	186	131
Total Revenue	27,217	29,531
Expenses
Operating Expenditure	26,265	28,949
Depreciation and amortization expense	759	780
Finance Costs	45	166
Total Expenses	27,069	29,895
Profit/(Loss) before Exceptional	148	(364)
Items and Tax
Exceptional Items*	(210)	0
Tax Expense (including deferred tax)	204	(303)
Profit/(Loss) After Exceptional	(266)	(61)
Items and Tax
Other Comprehensive Income	29	8
Total Comprehensive Income	(237)	(53)
Earning Per Share (Rs.)	(1.23)	(0.28)

*Exceptional items comprising a loss on sale of Property, Plant and Equipment of Rs. 195 lakhs, employee benefits expense of Rs. 58 lakhs arising from the proposed new labour laws and partially offset by compensation income of Rs. 43 lakhs received from a real estate developer.

2. STATE OF COMPANY AFFAIRS & OPERATIONS

The Company is engaged in the business of manufacturing and selling of man-made fiber yarn in India and operates in single segment only. During the financial year 2025-26:

• Production of yarn was 174 lakh kilograms, as against 194 lakh kilograms in the previous year, representing a decrease of approximately 11% due to subdued market demand and man power shortage.

• Revenue from operations decreased to Rs. 27,031 lakhs as against Rs. 29,400 lakhs in the previous year, representing a decrease of approximately 8%.

• Profit before exceptional items and tax stood at Rs. 148 lakhs as against a loss before exceptional items and tax of Rs. 364 lakhs in the previous year, reflecting a significant improvement in the Companys operating performance.

• Basic and diluted Earnings Per Share (EPS) stood at Rs. (1.23) as against Rs. (0.28) in the previous year.

Inspite of the very challenging market conditions during the year, the Companys operational performance improved compared to the previous year. The industry continued to witness subdued demand due to geopolitical uncertainties, economic slowdown and weak demand in key markets such as Europe, Turkey, the United States and the United Kingdom. This resulted in increased supply in the domestic market, exerting pressure on pricing and margins.

Despite these headwinds, the Company was able to improve its operating profitability through cost rationalization measures and a substantial reduction in finance costs, resulting in a significant reduction in pre-tax losses during the year. However, the recognition of tax expense, including deferred tax adjustments, impacted the net results, resulting in a higher loss after tax as compared to the previous year.

The Company has provided depreciation on property, plant and equipment in accordance with the provisions of Schedule II of the Companies Act, 2013 (‘the Act). The Financial Statements for the financial year 2025–26 have been prepared in compliance with the applicable provisions of Indian Accounting Standards (Ind AS), as prescribed under the Act.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company during the year under review.

4. TRANSFER TO RESERVES

The Board of Directors of your Company have not proposed to transfer any amount to the reserves for the financial year under review.

5. DIVIDEND

In view of the loss incurred during the financial year, the Board of Directors has not recommended any dividend for the year under review.

6. EXPORTS

During the financial year 2025–26, the Company did not engage in any export activities, as its strategic focus remained on the domestic market. The Companys products continue to be well recognized across India and have generated better operational profitability in the domestic segment compared to exports.

7. EXPANSION AND MODERNIZATION

The Company does not have any expansion /modernization program as of now due to the unfavorable market conditions. The production capacities reduced from 55296 to 49536 spindles as at March 31, 2026 due to sale of some obsolete machineries.

8. CAPITAL STRUCTURE Authorised Share Capital

The authorised equity share capital of the Company as at March 31, 2026, was Rs. 4,50,00,000/- (Rupees Four Crore and Fifty Lakh only), comprising 2,25,00,000 (Two Crore and Twenty-Five Lakh) equity shares of Rs. 2/- (Rupees Two) each. The authorised preference share capital was Rs. 3,00,00,000/-(Rupees Three Crore only), comprising 3,00,000 (Three Lakh) preference shares of Rs. 100/- (Rupees One Hundred) each. Accordingly, the total authorised share capital of the Company stood at Rs. 7,50,00,000/- (Rupees Seven Crore and Fifty Lakh only).

Paid up Share Capital

The paid-up share capital of the Company as at March 31, 2026, stood at Rs. 4,32,22,720/- (Rupees Four Crore Thirty-Two Lakh Twenty-Two Thousand Seven Hundred and Twenty only), comprising 2,16,11,360 (Two Crore Sixteen Lakh Eleven Thousand Three Hundred and Sixty) equity shares of Rs. 2/-(Rupees Two) each, fully paid-up.

During the financial year 2025-26, there was no change in the share capital of the Company.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate Company.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by rotation and subsequent re-appointment

In terms of Articles of Association of the Company and provisions of the Act, Shri Sanjay Rajgarhia (DIN: 00154167), Non-Executive Director of the Company, is liable to be retire by rotation at the ensuing Annual General Meeting (‘AGM) and being eligible, offers himself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends his reappointment for consideration by the shareholders of the Company at the ensuing AGM as Non-Executive Director of the Company, liable to be retire by rotation.

The resolution for the re-appointment Shri Sanjay Rajgarhia is being placed for the approval of the shareholders of the Company at its ensuing 52nd AGM.

Brief profile of Shri Sanjay Rajgarhia with other details as stipulated in Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (‘ICSI), are provided in the Notice convening the 52nd AGM.

A brief profile of Shri Sanjay Rajgarhia is also available on the Companys website at https://www.apmindustries.co.in/investors/board-of-directors/. Except as stated above, there was no change in the Directors or Key Managerial Personnel of the Company, during the year under review.

Declaration by Independent Directors

All the Independent Directors of the Company have given their declaration to the Company under Section 149(7) of the Act that they meet the criteria of independence as prescribed under Section 149(6) read with Schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations and are not disqualified from continuing as Independent Directors. They have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs and have either qualified the online proficiency self-assessment test or are exempted from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Company has also received declaration from the Independent Directors that they have complied with the code of conduct of Directors and Senior Management. Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

Annual Performance Evaluation of the Board

The Board adopted a formal mechanism for evaluating its performance as well as of its Committees and individual Directors, including the Chairperson of the Board. The evaluation was carried out through a structured questionnaire covering various aspects of the functioning of Board and its Committees. The detailed process in which annual evaluation of the performance of the Board, its Chairperson, its Committees and of individual Directors is disclosed in the Corporate Governance Report forming part of this Report.

Meetings of the Board

During the year, five meetings of the Board of Directors were held. The details of the meetings of the Board of Directors and its Committees are provided in the Corporate Governance Report, forming part of this Report.

The maximum interval between any two meetings did not exceed one hundred and twenty days, as prescribed by the Act and the Listing Regulations.

11. DEPOSITS UNDER CHAPTER V OF THE COMPANIES ACT, 2013

The Company has neither invited nor accepted any deposits within the meaning of Chapter V of the Act. Accordingly, no disclosure or reporting is required in respect of such deposits.

12. AUDITORS AND AUDITORS REPORT

Statutory Auditors

In terms of the provisions of Section 139 of the Act, M/s Chaturvedi & Partners, Chartered Accountants (Firm Registration No.: 307068E), were re-appointed as Companys Statutory Auditors by the shareholders at their 48th AGM held on September 22, 2022, for second term of 5 (Five) consecutive years i.e. till the conclusion of the 53rd AGM of the Company, to be held in year 2027.

The Auditors Report read together with Annexures referred to in the Auditors Report for the financial year ended March 31, 2026 does not contain any qualification, reservation or adverse remark.

Secretarial Auditors

In terms of the amended provisions of Regulation 24A of the Listing Regulations, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s. RSM & Co. (Peer Review Certificate No.: 7415/2025 and ICSI Firm Registration No.: P1997DE017000), as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years from the financial year 2025-26 up to financial year 2029-30. The said appointment was approved by the Members at the Fifty-first AGM of the Company.

The Secretarial Audit Report (Form No. MR - 3) of the Company given by the Secretarial Auditors for the financial year ended March 31, 2026 is attached as Annexure-1 to this Report. The Secretarial Audit Report and Secretarial Compliance Report for financial year 2025-26 does not contain any qualification, reservation or adverse remark.

Cost Auditor

In terms of provisions of Section 148 read with Companies (Audit and Auditors) Rule, 2014, the Board of Directors of the Company, on recommendation of the Audit Committee, had appointed Shri Naresh Kumar Goel, Cost Accountant (Membership No.: 9876), as the Cost Auditor of the Company for the financial year 2025-26 at a remuneration of Rs. 60,000 plus applicable taxes and reimbursement of out-of-pocket expenses incurred in this connection.

The Company has maintained cost records for certain products as specified by the Central Government under Section 148(1) of the Act. Shri Naresh Kumar Goel, the Cost Auditor, is in the process of carrying out the cost audit for applicable products during the financial year 2025-26.

The Board of Directors of the Company, on the recommendation made by the Audit Committee, re-appointed Shri Naresh Kumar Goel, Cost Accountant as the Cost Auditor of the Company to conduct the audit of cost records of applicable products for the financial year 2026-27. Shri Naresh Kumar Goel, being eligible, has consented to act as the Cost Auditor of the Company for the financial year 2026-27 and has confirmed that he is not disqualified to be appointed as such. The remuneration proposed to be paid to the Cost Auditor is subject to ratification by the members of the Company at the ensuing AGM.

Internal Auditors

In terms of provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company, on the recommendation of the Audit Committee, re-appointed M/s M M Sharma & Co., Chartered Accountants (Firm Registration No.: 001797N), as Internal Auditors of the Company, for the financial year 2025-26. There are no qualifications, reservations or adverse remarks in the Internal Auditors Reports.

The Board of Directors of the Company, on the recommendation made by the Audit Committee, re-appointed M/s M M Sharma & Co., Chartered Accountants, as the Internal Auditors of the Company for the financial year 2026-27. M/s M M Sharma & Co., being eligible, have consented to act as the Internal Auditors of the Company for the financial year 2026-27.

Reporting of Frauds by Auditors

None of the Auditors of the Company has identified and reported any fraud as specified under the second proviso of Section 143(12) of the Act, therefore no disclosure is required under Section 134(3)(ca) of the Act.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), with respect to Directors Responsibility Statement, it is hereby confirmed that:

• in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable Accounting Standards have been followed and there are no material departures from the same;

• the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e. March 31, 2026 and of the profit/loss of the Company for the financial year ended March 31, 2026;

• the Directors have taken proper and sufficient care 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;

• the Directors have prepared the annual accounts on a ‘going concern basis;

• the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

• the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial control systems commensurate with the size and nature of its operations. The policies and procedures adopted by the Company ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The internal control framework is monitored by the Internal Audit team of an independent firm of Chartered Accountants. The Internal Auditors conduct periodic audits and their findings are reviewed by the Audit Committee at regular intervals. The Audit Committee evaluates the adequacy and effectiveness of the internal control systems and ensures that appropriate corrective actions are taken, wherever necessary.

15. CORPORATE SOCIAL RESPONSIBILITY

The Company has in place a Corporate Social Responsibility Policy (‘CSR Policy) which outlines its philosophy, responsibility and approach towards undertaking socially impactful initiatives for the welfare and sustainable development of communities in and around its areas of operation. The CSR Policy also lays down the guidelines and mechanism for implementation of such programmes. The CSR Policy is available on the Companys website at https:// www.apmindustries.co.in/investors/policies-codes/.

In terms of Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Annual Report on Corporate Social Responsibility activities for the financial year 2025–26 is attached as Annexure-2 to this Report.

For further details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this Report.

16. AUDIT COMMITTEE

As on date, the Audit Committee comprises Shri Manish Garg as Chairman and Shri Sanjay Rajgarhia, Shri Harpal Singh Chawla and Smt. Nirmala Bagri as Members of Committee. All the recommendations made by the Audit Committee, if any during the year were accepted by the Board of Directors. Further, details relating to the Audit Committee are provided in the Corporate Governance Report, which forms part of this Report.

17. NOMINATION AND REMUNERATION POLICY

The Company has in place a Nomination and Remuneration Policy for its Directors, Key Managerial Personnel and Senior Management, which sets out the criteria for determining qualifications, positive attributes, independence of a Director and other related matters. The Policy also provides a framework for remuneration in accordance with applicable laws and regulations. The Policy is available on the Companys website at https://www.apmindustries.co.in/investors/policies-codes/. The salient features of the Policy have been disclosed in the Corporate Governance Report, which forms part of this Report.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS

WITH RELATED PARTIES

All contracts, arrangements and transactions entered into by the Company with related parties during the financial year 2025–26 were in the ordinary course of business and on an arms length basis, and were duly approved by the Audit Committee. The Board of Directors has laid down criteria for granting omnibus approval by the Audit Committee for repetitive transactions, in accordance with the Companys Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions (‘RPT Policy).

During the year under review, the Company did not enter into any materially significant related party transactions, as defined under the RPT Policy. Accordingly, the disclosure of related party transactions under Section 188(1) of the Act in Form AOC-2 is not applicable. The details of related party transactions have been disclosed in Note No. 49 to the Financial Statements, forming part of this Annual Report.

The RPT Policy is available on the Companys website at https:/ /www.apmindustries.co.in/investors/policies-codes/.

19. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure-3 to this Report.

20. RISK MANAGEMENT

The risk management framework is designed to identify, evaluate and assess business risks and their potential impact on the Companys operations. The Board periodically reviews the risk assessment and mitigation procedures to ensure that the executive management effectively manages risks through a well-defined framework. The framework aims to create and protect stakeholder value by minimizing threats and losses, while also identifying and maximizing opportunities.

21. PARTICULARS OF EMPLOYEES

The disclosure required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-4 to this Report.

As per the provisions of Section 136(1) of the Act, the Annual Report and the Accounts are being sent to all the members of the Company, excluding the information required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining such information may write to the Company Secretary stating their Folio No. / DPID & Client ID at csapmindustriesltd@gmail.com. The said information is also available for inspection at the Registered Office during working hours up to the date of the ensuing AGM.

22. ANNUAL RETURN

In terms of Sections 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available under the ‘Investors section of the Companys website and can be viewed at the following link: https:// www.apmindustries.co.in/investors/reports-returns/annual-returns/.

23. CORPORATE GOVERNANCE

The Companys Corporate Governance philosophy reflects the principles embedded in its core values and policies, as well as in its day-to-day business practices, thereby fostering value-driven growth. In alignment with this philosophy, the Company accords high priority to Corporate Governance.

A detailed Report on Corporate Governance, pursuant to the requirements of Regulation 34 read with Schedule V of the Listing Regulations, is attached as Annexure-5 to this Report. A certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the Listing Regulations, forms part of the Corporate Governance Report.

The Board Members and Senior Management Personnel have affirmed their compliance with the Code of Conduct for Directors and Senior Management for the financial year ended March 31, 2026. A certificate from the Managing Director confirming such compliance forms part of the Corporate Governance Report.

A certificate from the Managing Director and Chief Financial Officer, confirming the accuracy of the financial statements, adequacy of internal control systems and other related matters, forms part of the Corporate Governance Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as stipulated under Listing Regulations, is attached as Annexure-6 to this Report.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is committed to promoting ethical conduct in all its business activities. The Company has a robust vigil mechanism through its Whistle Blower Policy, duly approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations.

The details of the Vigil Mechanism (Whistle Blower Policy) have been disclosed in the Corporate Governance Report, which forms an integral part of this Annual Report.

The Whistle Blower Policy has been appropriately communicated within the Company and is also available on the Companys website at https://www.apmindustries.co.in/investors/policies-codes/.

26. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with all the applicable provisions of the Maternity Benefit Act, 1961. Adequate measures are in place to ensure that female employees are provided with the benefits and protections mandated under the said Act, including maternity leave, nursing breaks and other entitlements. The Company remains committed to promoting a supportive and inclusive workplace for all employees.

27. PARTICULARS OF LOAN, GUARANTEES OR

INVESTMENTS

The particulars of loan granted and investments made by the Company during the year, as required under Section 186 of the Act, Regulation 34(3) and Schedule V of the Listing Regulations, are disclosed in the Notes forming part of the Financial Statements. The Company has not provided any guarantee or security during the year under the said provisions.

28. COMPLIANCE WITH SECRETARIAL STANDARDS OF

INSTITUTE OF COMPANY SECRETARIES OF INDIA

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

29. OTHER STATUTORY DISCLOSURES

During the year under review:

• The Company has not (i) issued any shares, warrants, debentures, bonds, or any other convertible or non-convertible securities (ii) issued equity shares with differential rights as to dividend, voting or otherwise (iii) issued any sweat equity shares to its Directors or employees (iv) made any change in voting rights (v) reduced its share capital or bought back shares (vi) changed the capital structure resulting from restructuring (vii) failed to implement any corporate action.

• The Companys securities were not suspended for trading during the year.

• The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

• There were no significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its operations in the future;

• There was no instance of any one-time settlement with any Banks or Financial Institutions.

• No application has been made under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (‘the IBC, 2016), hence, the requirement to disclose the details of application made or any proceeding pending under the IBC, 2016 during the year along with their status as at the end of the financial year is not applicable.

• There have been no material changes and commitment, affecting the financial position of the Company which occurred after the close of the financial year 2026 till the date of this Report, other than those already mentioned in this Report, if any.

30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN

AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has Zero Tolerance towards any action on the part of any employee which may fall under the ambit of ‘Sexual Harassment at workplace, and is fully committed to uphold and maintain the dignity of every woman working in the Company.

Hence, the Company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, the Company has also constituted Internal Complaints Committee in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Details of complaints received and disposed of during the financial year are as follows: (a) Number of complaints of sexual harassment received during the year: Nil (b) Number of complaints disposed of during the year: Nil (c) Number of cases pending for more than 90 days: Nil

31. AWARDS AND ACCOLADES

During the year, the Company was awarded the Rajasthan Energy Conservation Award (‘RECA-2023) – First Prize by the Department of Energy, Government of Rajasthan, in recognition of its efforts in Energy Conservation for the year 2022-23 under the Industry – Textile (Spinning) Sector for achieving the Lowest Specific Energy Consumption. The award was presented at Jaipur, Rajasthan.

32. INVESTOR SERVICES

In its endeavor to improve investor services, your Company has taken the following initiatives:

• The Investors Section on the website of the Company www.apmindustries.co.in is updated regularly for information of the shareholders.

• There is a dedicated e-mail id csapmindustriesltd@gmail.com for sending communications to the Company Secretary and Compliance Officer.

• Disclosure made to the Stock Exchange are promptly uploaded on the website of the Company, as per requirement of Listing Regulations for information of the Investors.

Members may lodge their requests, complaints and suggestions on this e-mail as well.

33. ACKNOWLEDGEMENTS

The Board of Directors places on record its sincere appreciation and gratitude to all employees of the Company for their continued dedication, commitment and teamwork. The improvement in performance during the year would not have been possible without their valuable contribution and sustained efforts.

The Board also extends its heartfelt appreciation to the Companys Customers, Shareholders, Suppliers, Vendors, Bankers, Business Associates and the Regulatory and Government Authorities for their continued support and trust.

	For and on behalf of the Board
	Rajendra Kumar Rajgarhia
Place: New Delhi	Chairman and Whole time Director
Dated: August 07, 2026	DIN: 00141766