Apollo Pipes Ltd Directors Report

To the Members Apollo Pipes Limited,

Your Directors are pleased to present the 39 th Annual Report on the business and operations of your Company along with the Standalone and Consolidated Audited Financial Statements for the financial year ended 31 st March, 2025.

FINANCIAL PERFORMANCE:

The Companys financial performance for the year under review along with the previous years figures is given hereunder:

(C In Lakh)

Particulars	Consolidated		Standalone
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from operations	1,18,163.54	98,694.74	92,568.77	97,713.80
Add : Other income	526.51	390.45	479.21	390.45
Total revenue	1,18,690.06	99,085.18	93,047.98	98,104.24
Operating expenses	1,08,596.54	89,109.80	84,053.22	88,178.81
Profit before Depreciation, Finance Costs and Tax Expense / EBITDA	10,093.51	9,975.38	8,994.77	9,925.43
Less : Finance cost	1,097.52	506.73	917.70	507.28
Less : Depreciation and amortization	4,453.34	2,986.07	3,861.16	2,973.89
Profit before tax (PBT)	4,542.65	6,482.58	4,215.91	6,444.25
Less : Tax expense	1,133.99	2,200.32	1,133.99	2,200.32
Profit after tax for the year (PAT)	3,408.66	4,282.26	3,081.92	4,243.94

The Companys consolidated revenue from operations in the financial year 2024-25 increased by 19.73% from ?98,694.74 Lakh to ?1,18,163.54 Lakh. The EBITDA on a consolidated basis increased by 1.18% from ?9,975.38 Lakh to ?10,093.51 Lakh for the year under review. The consolidated Net Profit decreased by 20.40% from ?4,282.26 Lakh to ?3,408.66 Lakh during the year under review.

OVERVIEW

India reaffirmed its position as the worlds fastest-growing major economy in FY25, sustaining robust growth despite persistent global headwinds. The momentum was fueled by resilient consumer demand, strong performance across services and manufacturing, and a rebound in rural economic activity.

The easing of commodity prices led to a moderation in inflation, allowing the Reserve Bank of India to lower interest rates. This strategic shift strengthened consumer sentiment and sparked a revival in private consumption.

All key sectors of agriculture, industry, and services registered healthy expansion. Manufacturing activity hit multi-month highs, while rising economic and climatic demands pushed electricity consumption upward. The core sector posted steady gains, and GST collections reached a record peak, reflecting vigorous economic activity and heightened compliance.

Indias GDP is projected to grow between 6.3% and 6.8% in FY26. Although challenges such as global volatility, supply chain disruptions, and inflation persist, the nations strong domestic fundamentals, consistent policy support, and stable governance framework are expected to underpin sustained growth.

Development-focused programs are set to continue, providing macroeconomic stability. New initiatives aimed at accelerating investment, innovation, and inclusive growth are expected to propel Indias economic trajectory further.

BUSINESS PERFORMANCE

Your Company delivered a robust performance in a year marked by both opportunities and challenges. Strong demand and strategic market positioning enabled healthy growth in volumes, which in turn bolstered revenue. The bottom-line performance was impacted by higher depreciation and finance costs, resulting in a decline in profit. Our finance team ensured prudent cash flow management, transitioning the Company to a net cash position, while continued emphasis on working capital discipline helped maintain financial agility.

The year also marked progress in product innovation and portfolio expansion, with an increased share of value-added offerings. Simultaneously, targeted brand-building campaigns across digital and electronic media reinforced our market presence and customer connection. Infrastructure expansion and enhanced distribution capabilities further strengthened our competitive position, setting a solid foundation for sustained growth.

The fiscal year marked a significant milestone for the Company, characterized by strategic capacity enhancements and a strengthened market presence.

1) The acquisition of Kisan Mouldings Ltd. enhanced our manufacturing capacity to 225,500 tons. This includes 165,500 tons from Apollo Pipes Ltd.s existing plants and an additional 60,000 tons from Kisan Mouldings, significantly strengthening our presence in West India.

2) A capacity addition of 33,000 tons is in progress, comprising a 30,000-ton Greenfield plant in Varanasi, targeted for completion by FY26, and a 3,000-ton allocation dedicated to new product lines, such as window and door profiles.

3) Alongside the Greenfield expansion, we are also executing a 27,500-ton brownfield expansion. Collectively, these strategic initiatives will scale up the total installed capacity to 286,000 tons.

PROSPECTS

Indias real estate sector delivered a strong performance in FY25, with all segments registering notable growth. Rising incomes and evolving aspirations among Indias middle class continue to drive housing demand. At the same time, expansion into Tier 2, Tier 3, and rural markets has unlocked significant opportunities for the building products and infrastructure ecosystem.

Government-led agricultural programs?€”including enhanced irrigation infrastructure under the Pradhan Mantri Krishi Sinchayee Yojana and increased funding through the Rural Infrastructure Development Fund (RIDF)?€”have significantly boosted farm productivity. This rise in rural prosperity and purchasing power is translating into higher demand for housing, water management systems, and civic infrastructure in semi-urban and rural regions.

As India continues its development journey, the convergence of urbanisation trends, agricultural upliftment, and infrastructure investment is expected to foster sustained growth in housing and allied sectors. The building products industry is poised to benefit from this expanded opportunity landscape, driven by both grassroots demand and strategic policy support.

PROJECTS

Buoyed by Indias robust growth outlook, we remain firmly committed to expanding our operational scale through targeted, forward-looking investments. In FY25, we deployed C166 crore in capital expenditure to advance our manufacturing capabilities, and we have allocated an additional C100 crore for FY26 to accelerate this momentum further.

These investments are fully funded through internal accruals, underscoring our strong financial discipline and reinforcing our commitment to maintaining a debt-free balance sheet. Our strategic approach positions us for sustained scalability and long

term value creation, grounded in resilience, innovation, and fiscal responsibility.

DIVIDEND

The Board of Directors of the Company is pleased to recommend a dividend @7% (C0.70 per share) as final dividend on the equity shares for the financial year 2024-25 for the approval of Members of the Company at the ensuing Annual General Meeting. The payment of dividend will be subject to deduction of applicable taxes. The dividend on equity shares, if approved by the Members, will amount to C308.34 lakh.

Pursuant to Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), the Company has a Dividend Distribution Policy. During the year, there have been no changes to the policy and the same is available on our website at https://www.apollopipes.com/assets/front/media/ product/Microsoft-Word-28-Dividend-Distribution-Policy.pdf

TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2024-25, 4 (Four) meetings of the Board of Directors of the Company were held. for details of meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Annual Report.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Meeting of the Independent Directors of the Company was also held on 13 th February, 2025, without the presence of Non-Independent Directors and members of the management.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate Internal Financial Controls within the meaning of Section 134(5)(e) of the Companies Act, 2013 (the "Act"). For the financial year ended March 31,2025, the Board is of the opinion that the Company had sound Internal Financial Controls commensurate with the size and nature of its operations and are operating effectively and no reportable material weakness was observed in the system during the year.

Based on the annual Internal Audit programme as approved by Audit Committee of the Board, regular Internal Audits are conducted covering all offices, factories and key areas of the business. Findings are placed before the Audit Committee, which reviews and discusses the actions taken with the management.The Audit Committee also reviews the effectiveness of the Companys internal controls and regularly monitors implementation of audit recommendations.

There are existing internal policies and procedures for ensuring

the orderly and efficient conduct of business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Act, the Annual Return for the financial year 2024-25, is available on the Companys website at https://www.apollopipes.com/financial

SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATES

The Company have one material listed subsidiary namely Kisan Mouldings Limited in the immediately preceding accounting year and has one step-down subsidiary namely KML Tradelinks Private Limited. However, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI has made it mandatory for all listed companies to formulate a policy for determining material subsidiaries. Accordingly, a policy on material subsidiaries was formulated by the Audit Committee of the Board of Directors and same is also posted on the website of the Company and may be accessed at https://www.apollopipes.com/ assets/front/media/product/Policy%20for%20determining%20 Material%20Subsidiaries.pdf

The subsidiaries continue to play a key role in supporting the Companys operations complementing Apollo Pipes business model.

During the year under review, the Company acquired an additional 4.02% equity stake in Kisan Mouldings Limited, thereby increasing its shareholding from 53.57% to 57.59%. Further, there were no changes in the Companys subsidiary structure during the year.

The Board of Directors reviewed the affairs of the subsidiary during the year. In accordance with Section 129(3) of the Companies Act, 2013 ("Act"), the consolidated financial statements of the Company and all its subsidiaries have been prepared and form part of this Annual Report. Please refer to the Consolidated Financial Statements section of the Annual Report for further details.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements and related information of the subsidiary, where applicable, are available for inspection during regular business hours at the companys corporate office at A- 140, Sector 136, Noida, Uttar Pradesh-201301 and the same are also available at our website i.e https://www.apollopipes.com/

A report on the performance and financial position of the subsidiaries in form AOC-1 is annexed hereto as Annexure A and forms an integral part of this report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements and

related information of the subsidiaries, where applicable, are available for inspection during regular business hours at the companys corporate office at A- 140, Sector 136, Noida, Uttar Pradesh-201301 and the same are also available at our website i.e https://www.apollopipes.com/

The Company has no associates or joint ventures.

CONSOLIDATION OF FINANCIAL STATEMENTS

The consolidated financial statements prepared as per the provisions of Section 129 of the Companies Act, 2013 (The Act) and Schedule III of the Act, are annexed and forms an integral part of this report.

DEPOSITS

Your Company has neither accepted nor renewed any public deposits within the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014, and described under chapter V of Companies Act, 2013, during the financial year under report.

The Company had no unpaid /unclaimed deposit(s) as on 31 st March, 2025.

SHARE CAPITAL

During the financial year 2024-25, the Company has increased its Authorised Share Capital from C 45,00,00,000/- (Rupees Forty Five Crore only) divided into 4,50,00,000 (Four Crore Fifty Lakh) equity shares of C10/- (Rupees Ten only) each to C50,00,00,000/- (Rupees Fifty Crore only) divided into 5,00,00,000 (Five Crore) equity shares of C10/- (Rupees Ten only) each, pursuant to approval of the members of the Company, vide resolution passed through Postal ballot on 26 th February, 2025.

During the year under review, the Company had allotted 20,00,000 and 26,95,000 Equity Shares of face value of C10/- each on April 11, 2024 and November 06, 2024 respectively, pursuant to conversion of 46,95,000 Warrants out of 47,20,000 Fully Convertible Warrants ("Warrants"), issued and allotted on May 10, 2023, at an issue price of C550/- each, by way of preferential allotment to the persons belonging to Promoter and Promoter group and Non-Promoter category and the aforesaid equity shares are under lock-in for such period as prescribed under SEBI (ICDR) Regulations, 2018.

Consequent to the said allotment, the Paid-up Equity Share Capital of the Company stands increased from C39,35,32,060 (Rupees Thirty Nine Crore Thirty Five Lakh Thirty Two Thousand and Sixty only) divided into 3,93,53,206 (Three Crore Ninety Three Lakh Fifty Three Thousand Two Hundred and Six) Equity Shares of C10/- (Rupees Ten Only) each to C44,04,82,060 (Rupees Forty Four Crore Four Lakh Eighty Two Thousand and Sixty only) divided into 4,40,48,206 (Four Crore Forty Lakh Forty Eight Thousand Two Hundred and Six) Equity Shares of C10/- (Rupees Ten Only) each.

The Company has neither issued shares with differential voting rights nor has issued any sweat equity shares.

MATERIAL CHANGE

The Board of Directors in its meeting held on 27 th January, 2025 considered and approved the issue and allotment of up-to 20,00,000 (Twenty Lakh) Fully Convertible Warrants ("Warrants") of Face value of C 10/~ each carrying a right exercisable by the Warrant holder to subscribe to one Equity Share per Warrant to persons belonging to Non-Promoter Category on preferential basis ("Preferential Issue") at an issue price of C550/- (Rupees Five Hundred and Fifty Only) in accordance with provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and applicable provisions of Companies Act, 2013 and rules made thereunder, aggregating upto C110,00,00,000/- (Rupees One Hundred Ten Crore Only) to be convertible at the option of the warrant holder in one or more tranches within 18 months from the date of allotment into equivalent number of fully paid-up equity shares of face value of C10/- each for cash. Further, approval of shareholders was received by way of special resolution passed through Postal Ballot on February 26, 2025 and the In-Principle approval for listing of shares from National Stock Exchange of India Limited and BSE Limited was received on April 09, 2025.

After getting In-principal approval from National Stock Exchange of India Limited and BSE Limited, the Finance Committee of the Board had approved the allotment of Convertible warrants in its Meeting held on 23 rd April, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board had, based on the recommendation of the Nomination and Remuneration Committee ("NRC") at its meeting held on 27 th January, 2025 reappointed Mr. Sameer Gupta as Chairman & Managing Director, for a further period of 5 years w.e.f. 1 st April, 2025, which was subsequently approved by the members of the Company, vide resolution passed through Postal ballot on 26 th February, 2025.

Further, the Board had, based on the recommendation of the Nomination and Remuneration Committee ("NRC") at its meeting held on 27 th January, 2025 reappointed Mr. Abhilash Lal as an Non Executive Independent Director, for a further period of 5 years w.e.f. 22 nd March, 2025, which was approved by the members of the Company, vide resolution passed through Postal ballot on 26 th February, 2025.

Pursuant to the recommendations of the Nomination & Remuneration Committee (NRC), the Board of Directors at its meeting held on 7 th August 2025 had approved the reappointment of Mr. Arun Agarwal as Whole-time Director designated as Joint Managing Director of the Company for a further term of 3 years with effect from 1 st April, 2026.

Mr. Arun Agarwal also retires by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

The Board of Directors recommends the re-appointment of Mr. Arun Agarwal for approval of the members.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as provided in Section 149(6) read with schedule IV of the Companies Act, 2013 and also Regulation 16(1)(b) of the Listing Regulations. Further, pursuant to the Regulation 25(8) of the Listing Regulations, Independent Directors of the Company declared that they are not aware of any circumstances or situation that exists or can be anticipated which could render them incapable of performing their duties with reasonable independent judgement and without any external influence. The Board took the same on record after undertaking assessment of its veracity.

Further, in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have duly confirmed validity of their respective registration with the Indian Institute of Corporate Affairs (IICA) database.

In the opinion of the Board all the Independent Directors are person of integrity and having requisite expertise, skills and experience (including the proficiency) required for their role and are independent of the management.

During the financial year ended 31 st March, 2025, none of the directors resigned from the Company. Mr. Ankit Sharma, Company Secretary & Compliance Officer, has resigned from the Company to pursue some other opportunities w.e.f. November 25, 2024. The Board has appointed Mr. Gourab Kumar Nayak, as Company Secretary & Compliance Officer in its meeting held on January 27, 2025.

Pursuant to the provisions of Section 203 of the Act, Sameer Gupta, Chairman & Managing Director, Arun Agarwal, Joint Managing Director, Ajay Kumar Jain, Chief Financial Officer and Gourab Kumar Nayak, Company Secretary, are the KMPs of the Company as on March 31,2025.

PARTICULARS OF REMUNERATION

Disclosure of ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company and other requisite details pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed to this report as Annexure -B and forms an integral part of this report. Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules form part of this report. However, in terms of the provisions of Section 136 of the said Act, the report and accounts are being sent to all the members of the Company and others entitled thereto, excluding the statement of particulars of employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended. The said information is

available for inspection at the Corporate Office of the Company during working days of the Company up to the date of the ensuing Annual General Meeting.

AUDITORS AND AUDITORS REPORT

A. Statutory Auditors

In terms of Section 139 of the Companies Act, 2013 ("the Act"), M/s. VAPS & Company, Chartered Accountants (Firm Registration No. 003612N) were appointed for the second term as the Statutory Auditors of the Company at the 34 th Annual General Meeting ("AGM") held on September 29, 2020, to hold office from the conclusion of the said AGM till the conclusion of the 39 th AGM to be held in the year 2025. Accordingly, the tenure of the existing Statutory Auditors will be completed at the conclusion of the ensuing AGM.

Based on the recommendation of the Audit Committee, the Board of Directors has recommended the appointment of M/s. AKGVG & Associates, Chartered Accountants (Firm Registration No. 018598N) as the Statutory Auditors of the Company for a first term of five (5) consecutive years, to hold office from the conclusion of the 39 th AGM till the conclusion of the 44 th AGM to be held in the year 2030, subject to the approval of Members at the ensuing AGM. Brief details of M/s. AKGVG & Associates, Chartered Accountants, are separately provided in the Notice of the ensuing AGM.

M/s. AKGVG & Associates, Chartered Accountants, have given their consent to act as Statutory Auditors of the Company and have confirmed that their appointment (if made) would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as Statutory Auditors in terms of Sections 139(1) and 141(3) of the Act and the Companies (Audit and Auditors) Rules, 2014.

The Statutory Auditors Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31,2025, issued by M/s. VAPS & Company, Chartered Accountants (FRN: 003612N), does not contain any qualification, reservation, adverse remark, or disclaimer and forms part of this Annual Report.

Further, there were no frauds reported by the Auditors under Section 143(12) of the Act during the year under review.

B. Cost Auditors

The Company has maintained the cost records as prescribed by the Companies Act, 2013 ("the Act"). In terms of Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. In this connection, the Board of Directors of the Company, at its meeting held on August 7, 2025, upon the recommendation of the Audit Committee, approved the appointment of M/s.

HMVN & Associates, Cost Accountants (FRN: 000290), as the Cost Auditors of the Company for the financial year ending March 31,2026.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors, as recommended by the Audit Committee and approved by the Board, is required to be ratified by the Members of the Company. Accordingly, an appropriate resolution seeking Members approval forms part of the Notice convening the Annual General Meeting.

M/s. HMVN & Associates, Cost Accountants, have extensive experience in the field of cost audit and have been conducting the audit of cost records of various reputed companies over the years. The Cost Audit Report of the Company for the financial year ended March 31, 2025, will be filed with the Ministry of Corporate Affairs (MCA).

C. Secretarial Auditors

Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Section 204 of the Companies Act, 2013 ("the Act") read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors, at their meeting held on August 7, 2025, approved the appointment of M/s. Anjali Yadav & Associates, Practising Company Secretaries, a Peer Reviewed Firm, as the Secretarial Auditors of the Company for a term of five (5) consecutive years commencing from FY 2025-26 till FY 2029-30, subject to the approval of Members at the ensuing Annual General Meeting. Brief details of M/s. Anjali Yadav & Associates, Practising Company Secretaries, are separately provided in the Notice of the ensuing AGM.

M/s. Anjali Yadav & Associates, Practising Company Secretaries, have given their consent to act as Secretarial Auditors of the Company and confirmed that their appointment (if made) would be within the prescribed limits under the Act, Rules made thereunder, and SEBI Listing Regulations. They have further confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of the provisions of the Act, Rules made thereunder, and SEBI Listing Regulations.

The Secretarial Audit Report for the said year, in the prescribed format, is annexed to this Report as Annexure - C and forms an integral part thereof. Further, the Secretarial Auditors have not reported any fraud under Section 143(12) of the Act.

During the financial year ended March 31,2025, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on arms length basis and were in compliance with the applicable provisions of the Act read with Regulation 23 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 (Listing Regulations).

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, following material related party transactions are placed before the members for approval at the ensuing Annual General Meeting (AGM), by means of ordinary resolution. These transactions are proposed to be entered with the Subsidiary of the Company, Kisan Mouldings Limited at arms length basis and are in ordinary course of business.

The Board recommends the above material related party transactions for approval of members by means of ordinary resolutions.

Further, the Company has not entered into any contract or arrangement or transaction with the related parties which were not on arms length basis or which could be considered material in accordance with the policy of the Company on materiality of related party transactions. In view of the above, it is not required to provide the specific disclosure of related party transactions in form AOC-2.

Your Directors draw the attention of the Members to note no. 37 of the Financial Statement which sets out related party disclosures.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

The Company, under the Apollo Pipes Limited Employee Stock Option Scheme - 2020 ("the Scheme"), approved by the Shareholders vide Postal Ballot on April 21, 2020, grants share-based benefits to eligible employees of the Company with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Companys objectives, and promoting increased participation by them in the growth of the Company. The total number of equity shares to be allotted pursuant to the exercise of the stock incentives under the Scheme to the employees of the Company shall not exceed 4,00,000 equity shares.

The following disclosures is being made under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits And Sweat Equity) Regulations, 2021 as on March 31, 2025 and the said disclosure is also available on the website of the Company at www.apollopipes.com :

S. No.	Particulars (During the financial year ended March 31,2025)	Apollo Pipes Limited Employee Stock Option Scheme - 2020
1	Date of shareholders approval	April 21,2020
2	Total number of options approved under ESOS	4,00,000
3	Vesting requirements	Options granted would vest not less than 1 year and not more than 4 years from the date of employment of the relevant employee.
4	Exercise price or pricing formula	The Exercise price is pre-determined at C166 per option.
5	Maximum term of options granted	5 years (4 years for vesting and 1 year for exercise)
6	Source of shares	Secondary
7	Variation in terms of options	No Variation during FY 2024-25
8	Method used to account for ESOS	Black Scholes Methodology

S.No.	Aggregate estimated maximum value of the Contract/ arrangement/ transaction (Rs. in Crore)	Nature and material terms of contract/ arrangement/ transaction
1	75.00	Sale of raw materials, Consumables, finished goods and capital equipments/assets etc.
2	30.00	Purchase of goods (Pipes & Fittings, Tubes & structures etc.)
3	60.00	Transactions relating to Granting/providing of loan, guarantee, surety, indemnity, or comfort letter in connection with business operations.

S. No.	Particulars (During the financial year ended March 31,2025)	Apollo Pipes Limited Employee Stock Option Scheme - 2020
9	Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.	NA
10	Option movement during the year:
	Number of options outstanding at the beginning of the period	1,24,450
	Number of options granted during the year	51,900 options (granted on 29.03.2025)
	Number of options lapsed during the year	6,100
	Number of options vested during the year	61,500
	Number of options exercised during the year	27,900
	Number of shares arising as a result of exercise of options	27,900
	Money realized by exercise of options (C), if scheme is implemented directly by the company	Refer note below*
	Loan repaid by the Trust during the year from exercise price received	40,33,800
	Number of options outstanding at the end of the year	1,42,350
	Number of options exercisable at the end of the year	1,42,350
11	Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.	Exercise Price pre-determined is C166 per option. Fair value of per option cost is C268.96/-
12	Employee wise details of options granted to - Senior managerial personnel as defined under Regulation 16(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;	Mr. Ajay Kumar Jain - 26,000 *Mr. Ankit Sharma - 10,000 Parinam V. Ravi Kumar- 16,000
	Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year; and	None
	Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.	None
13	A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information: (a) the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model. (b) the method used, and the assumptions made to incorporate the effects of expected early exercise. (c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and (d) whether and how any other features of the options granted were incorporated into the measurement of fair value, such as a market condition.	Exercise Price is C166/- per share Expected Volatility in the range of 35.45% to 63.36% Expected Option Life is 3 Years to 4.50 Years Expected Dividend Yield is 0.09% Risk Free Rate in the range of 6.34% to 6.35% NA The volatility has been determined as the annualized standard deviation of the continuously compounded rate of return of the stock over a period. The Expected volatility has been based on the historical volatility for a period that approximates the expected life of options being valued. NA

*Mr. Ankit Sharma, Company Secretary has resigned w.e.f 25 th November, 2024.

Note: Total amount realized by exercise of options is C40,33,800 excluding TDS amount of C24,25,699/-

Note: All figures are mentioned after taking impact of Bonus Issue of shares.

The Certificate from the Secretarial Auditors of the Company certifying that the scheme is being implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Members, would be placed at the Annual General Meeting for inspection by Members.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134 sub-section 3(c) and subsection 5 of the Act, your Directors to the best of their knowledge hereby state and confirm that:

a. In the preparation of the annual accounts for the year ended March 31,2025, the applicable accounting standards have been followed along with proper explanations relating to material departures.

b. Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Companys state of affairs as at March 31,2025 and of the Companys profit for the year ended on that date.

c. 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.

d. The annual financial statements have been prepared on a going concern basis.

e. The internal financial controls were laid down to be followed that and such internal financial controls were adequate and were operating effectively.

f. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In line with the provisions of Section 135, Schedule VII of the Act, the Company has framed its Corporate Social Responsibility (CSR) policy for development of programmes and projects for the benefit of weaker sections of the society and the same has been approved by Corporate Social Responsibility Committee (CSR Committee) and the Board of Directors of the Company. The CSR policy of the Company provides a road map for its CSR activities.

During the year under review, the Company has made contribution of C59.08 Lakh (Rupees Fifty Nine Lakh Eight Thousand) as against the mandatory CSR expenditure for various CSR purposes and has transferred C50,00,000/- (Rupees Fifty lakh) to the unspent CSR account of the Company on 28.04.2025 pertaining to ongoing projects in compliance to the provisions of the act relating to CSR.

The Annual Report on CSR activities containing all the requisite details (including brief of CSR Policy, CSR Committee as well as expenditure details) is annexed herewith as Annexure - D and forms an integral part of this report .

The CSR Policy has been uploaded on the Companys website and may be accessed at the link: https://www.apollopipes.com/ assets/front/media/product/244084920_CSR_Policy_of_Apollo_ Pipes_Limited.pdf

During the year under review, no change has been made in the CSR Policy.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

In terms of Section 186 of the Act and rules framed thereunder, details of Loans (including purpose thereof), Guarantees given, and Investments made have been disclosed in the Notes to the financial statements for the year ended March 31, 2025.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The company is committed to achieve the highest standards of environmental excellence by adopting environmentally sustainable and effective operating systems and processes.

Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Act read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is furnished as Annexure - E and forms an integral part of this report.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to the highest standards of corporate governance practices as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Corporate Governance Report ( Annexure - F) along with compliance certificate dated July 16, 2025 obtained from M/s. Anjali Yadav & Associates, Practicing Company Secretaries which are annexed herewith and forms an integral part of this report.

The Corporate Governance Report which forms part of this report, inter-alia, also covers the following:

a) Particulars of the Board Meetings held during the financial year under review.

b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for performance evaluation of Directors.

c) The manner in which a formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.

d) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.

e) Details regarding Risk Management.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the requirement of Regulation 34(2)(e) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report forms part of the Annual Report of the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and as per SEBI Circulars, is presented in a separate section forming an integral part of the Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

During the period under review, the Company has duly complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has zero tolerance for sexual harassment at the workplace and has adopted policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the said Act with the objective of providing a safe working environment, where employees feel secure. An Internal Complaints Committee has also been set up to redress complaints received regarding Sexual Harassment.

Following complaints of sexual harassment were received during the financial year 2024-25.

Particulars	No. of Compliants/ cases
(a) number of complaints of sexual harassment received in the year;	0
(b) number of complaints disposed off during the year; and	NA
(c) number of cases pending for more than ninety days.	NA

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate Governance.

OTHER DISCLOSURES AND REPORTING

Your Directors states that no disclosure or reporting is required with respect to the following items as there were no transactions on these items during the year under review:

1. Change in the nature of business of the Company.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this report.

3. Any remuneration or commission received by Chairman & Managing Director of the Company, from its subsidiary.

4. Significant or material orders passed by the regulators or courts or tribunal which impacts the going concern status and companys operations in future.

5. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

6. The details of application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year.

7. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

8. The Company has complied with the provisions of Maternity Benefit Act 1961.

During the reporting year, all the recommendations of the Audit Committee were accepted by the Board of Directors.

Annual Report 2024-25

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APPRECIATION

The Directors thank the Companys employees, customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India and concerned Government departments and agencies for their co-operation.

The Directors appreciate and value the contribution made by every member of the Apollo Pipes family.

	For and on behalf of Board of Directors of Apollo Pipes Limited
	Sd/- Sameer Gupta
Place: Noida	Chairman & Managing Director
Date: August 07, 2025	(DIN: 00005209)