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 Company's financial performance for the year under review along with the previous year's figures is given hereunder:

The Company's 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 world's 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.

India's 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 nation's strong domestic
fundamentals, consistent policy support, and stable governance
framework are expected to underpin 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

India's real estate sector delivered a strong performance in FY25,
with all segments registering notable growth. Rising incomes and
evolving aspirations among India's 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 India's 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-

:erm value creation, grounded in resilience, innovation, and fiscal
esponsibility.

DIVIDEND

rhe Board of Directors of the Company is pleased to recommend
i 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
oayment of dividend will be subject to deduction of applicable
:axes. 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
oave been no changes to the policy and the same is available on
our website at https://www.apollopipes.com/assets/front/media/
oroduct/Microsoft-Word-28-Dividend-Distribution-Policy.pdf

TRANSFER TO RESERVES

he Board of Directors of your Company has decided not to
:ransfer 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
ndependent Directors of the Company was also held on 13^th
:ebruary, 2025, without the presence of Non-Independent
Directors and members of the management.

NTERNAL FINANCIAL CONTROL

he 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
3oard is of the opinion that the Company had sound Internal
^:inancial Controls commensurate with the size and nature of
ts operations and are operating effectively and no reportable
material weakness was observed in the system during the year.

3ased on the annual Internal Audit programme as approved
y Audit Committee of the Board, regular Internal Audits are
onducted covering all offices, factories and key areas of the
ousiness. Findings are placed before the Audit Committee, which
Ýeviews and discusses the actions taken with the management.The
Audit Committee also reviews the effectiveness of the Company's
nternal controls and regularly monitors implementation of audit
ecommendations.

fhere are existing internal policies and procedures for ensuring

the orderly and efficient conduct of business, including adherence
to the Company's 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 Company's 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 Company's 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 Company's 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
company's 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
company's 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-tc
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 preferentia
basis ("Preferential Issue") at an issue price of C550/- (Rupees
Five Hundred and Fifty Only) in accordance with provisions ol
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 re¬
appointment 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 seconc
term as the Statutory Auditors of the Company at the 34*¹
Annual General Meeting ("AGM") held on September 29
2020, to hold office from the conclusion of the said AGM til
the conclusion of the 39^th AGM to be held in the year 2025
Accordingly, the tenure of the existing Statutory Auditor;
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 appointmem
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 hole
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 detail;
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 (i
made) would be within the limits specified under Section
141(3)(g) of the Act. They have further confirmed that the)
are not disqualified to be appointed as Statutory Auditor;
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 anc
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 no'
contain any qualification, reservation, adverse remark, oi
disclaimer and forms part of this Annual Report.

Further, there were no frauds reported by the Auditors undei
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 Sectior
148 of the Act, the Company is required to have the audi
of its cost records conducted by a Cost Accountant. In thi:
connection, the Board of Directors of the Company, at it;
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.

RELATED PARTY TRANSACTIONS

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 'arm's 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
arm's length basis and are in ordinary course of business.

i he Board recommends the above material related party transactions ror approval or members by means or ordinary resolutions.

Further, the Company has not entered into any contract or arrangement or transaction with the related parties which were not on
'arm's 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 Company's 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 :

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 sub¬
section 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 Company's state of affairs as at March 31,2025 and of
the Company's 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 Company's 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.

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 company's 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.

APPRECIATION

The Directors thank the Company's 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)