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APOLLO PIPES LTD.

22 July 2026 | 03:54

Industry >> Plastics - Pipes & Fittings

Select Another Company

ISIN No INE126J01016 BSE Code / NSE Code 531761 / APOLLOPIPE Book Value (Rs.) 185.96 Face Value 10.00
Bookclosure 17/07/2026 52Week High 554 EPS 1.70 P/E 288.88
Market Cap. 2161.89 Cr. 52Week Low 252 P/BV / Div Yield (%) 2.64 / 0.14 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors are pleased to present the 40th Annual Report on the business and operations of your Company along with the Standalone and Consolidated Audited Financial Statements for the financial year ended 31st March, 2026.

financial performance:

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

(H In Lakh)

Particular*

Consolidated

standalone

FY 2025-26

FY 2024-25

FY 2025-26

FY 2024-25

Revenue from operations

110491.55

118163.54

88744.46

92568.77

Add : Other income

1041.71

526.51

698.05

479.21

Total revenue

111533.26

118690.06

89442.51

93047.98

Operating expenses

103842.50

108596.54

81876.26

84053.22

Profit before Depreciation, Finance Costs and Tax Expense / EBITDA

7690.76

10093.51

7566.25

8994.77

Less : Finance cost

1042.34

1097.52

712.32

917.70

Less : Depreciation and amortization

5688.04

4453.34

5141.32

3861.16

Profit before tax (PBT)

960.38

4542.65

1712.61

4215.91

Less : Tax expense

494.10

1133.99

494.10

1133.99

Profit after tax for the year (PAT)

466.28

3408.66

1218.52

3081.92

During the financial year 2025-26, your Company reported a revenue from operations of H88,744.46 lakh, compared to H92568.77 lakh in the previous year. The EBITDA for the year was H7566.25 lakh compared to H8994.77 lakh in the previous year. The profit after tax

(PAT) for the year stood at H1218.52 lakh against H3081.92 lakh in FY 2024-25.

overview

India continued to remain among the fastest-growing major economies during FY2025-26, supported by strong domestic demand and relatively stable macroeconomic conditions despite global geopolitical tensions, trade uncertainties, and supply chain disruptions. While global growth remained moderate, India maintained healthy economic momentum with real GDP growth estimated at 7.7%

Economic growth during FY2025-26 was supported by rising domestic consumption, improving rural demand, manufacturing expansion, government capital expenditure, and continued private sector investments. Financial services, information technology, trade, hospitality, and construction remained key contributors to economic activity, while infrastructure spending continued to support industrial momentum. Inflation moderated during parts of the year due to easing commodity prices, although food inflation remained elevated in certain periods. The Reserve Bank of India maintained a balanced monetary policy stance focused on inflation management and growth stability.

Agriculture benefited from favourable monsoon conditions and better farm output, supporting gradual recovery in rural consumption. Industrial activity remained supported by manufacturing growth, infrastructure development, construction activity, and expansion in core industries. Rising electricity demand and infrastructure activity also indicated sustained economic expansion.GST collections remained healthy during FY2025-26, indicating improving compliance

levels, higher formalisation, and stable economic activity across sectors. India's growth outlook for FY2026-27 remains positive, with the RBI projecting GDP growth at 6.6%, supported by domestic demand, infrastructure investments, policy continuity, and digitalisation initiatives. However, risks from global slowdown, geopolitical tensions, commodity price volatility, inflationary pressures, and export-related uncertainties may continue to influence the broader economic environment. Continued infrastructure investments, manufacturing support initiatives, ease of doing business measures, and development-focused government policies are expected to support medium-term economic stability and expansion.

business performance

The fiscal year remained challenging for the PVC pipes industry due to weak end-user demand, volatility in PVC resin prices, and continued pricing pressure across the market. Despite these conditions, Apollo Pipes maintained focus on strengthening its market position through distribution expansion, capacity enhancement, and product portfolio diversification. The Company witnessed relatively stable performance in its housing plumbing segment, supported by healthy traction in CPVC pipes, fittings, and water tanks.

Frequent fluctuations in raw material prices and cautious channel inventory movement impacted industry profitability during the year. The Company continued to maintain emphasis on working capital management, operational efficiencies, and disciplined inventory control while supporting market share

expansion initiatives. Increased focus on value-added products and housing-oriented applications helped support business momentum across key markets.

The year also marked meaningful progress in manufacturing expansion and regional diversification:

1. The integration of Kisan Mouldings strengthened the Company's presence in West India and enhanced its manufacturing capabilities.

2. The Company's total installed capacity reached approximately 240,000 tonnes across manufacturing facilities.

3. The Greenfield manufacturing facility atVaranasi progressed during the year which is expected to commence operations in FY2026-27 will strengthen the Company's reach across Eastern India markets.

4. Brownfield expansion initiatives and capacity additions across product categories continued to support future scale-up opportunities. Collectively, these initiatives are expected to increase the Company's installed manufacturing capacity to nearly 288,000 tonnes over the next two years.

Capacity utilisation across the industry remained impacted during the year due to subdued infrastructure demand and pricing pressure. Kisan Mouldings currently operates at nearly 40% utilisation, with the Company targeting utilisation levels of around 70% over the next two years through product mix enhancement, distribution expansion, and increased contribution from housing plumbing applications. Apollo Pipes also expanded its product portfolio through new offerings such as PVC-O pipes, PLB duct pipes, gas pipes, and uPVC window and door profiles. The Company continued to strengthen its presence in value-added categories, particularly CPVC solutions, supported by its strategic collaboration with Lubrizol. Supported by a network of over 1,000 channel partners and a diversified portfolio of more than 3,000 SKUs, the Company remains focused on improving capacity utilisation, expanding geographical reach, and strengthening its position across housing, infrastructure, and water management segments.

prospects

India's real estate and infrastructure sectors continued to support demand across the building products industry during FY2025-26. Residential construction activity remained healthy, supported by easing interest rates, improving affordability, and sustained demand across Tier 2 and Tier 3 markets. Government expenditure towards water supply, sanitation, irrigation, and housing infrastructure also continued to support construction activity and demand for piping solutions. The agriculture sector recorded gradual improvement during the year, aided by favourable monsoon conditions and stable crop output. Continued focus on irrigation infrastructure through programmes such as Jal Jeevan Mission, PMKSY, and AMRUT 2.0 is expected to support long-term demand for water management and agricultural piping solutions.

The PVC pipes industry continued to benefit from rising urbanisation, increasing replacement demand, and higher adoption of organised products. However, industry conditions during FY2025-26 remained affected by volatility in PVC resin prices, subdued government infrastructure demand, and pricing pressure across the sector. Despite these challenges, demand across housing plumbing, CPVC pipes, fittings, and water tanks remained relatively stable during the year.

projects

Driven by its long-term expansion strategy, the Company continued to invest in manufacturing capacity enhancement, product diversification, and regional expansion during FY2025-26. As of FY2025-26, the Company has incurred capital expenditure of approximately H125 crore towards the Varanasi Greenfield facility, Brownfield expansion initiatives, new product line additions, and operational integration of Kisan Mouldings.

The Varanasi manufacturing facility remained on track during the year and is expected to strengthen the Company's presence across Eastern India markets, where Apollo Pipes currently has limited penetration. The Company also completed significant operational integration work at the Kisan Mouldings facility, positioning the business for higher utilisation and improved contribution from West India markets. Alongside capacity expansion, the Company increased its focus on higher-value and housing-oriented product categories. New product additions during the year included PLB duct pipes, DWC pipes, PE gas pipes, PVC-O pipes, and uPVC window and door profiles, aimed at expanding participation across infrastructure and building material applications. The strategic partnership with Lubrizol for CPVC solutions is also expected to support product mix improvement and institutional project participation.

The Company remains focused on scaling total installed manufacturing capacity to nearly 288,000 tonnes over the next two years through a combination of Greenfield and Brownfield expansion initiatives, while maintaining a disciplined capital structure.

dividend

The Board of Directors of the Company is pleased to recommend a dividend @7% (H0.70 per share) as final dividend on the equity shares for the financial year 2025-26 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 H308.34 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 www.apollopipes.com/company-policies#investor

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 2025-26, 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 29th January, 2026, 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 31,2026, 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 Company's 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 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 2025-26, is available on the Company's website at https://www.apollopipes.com/ extract-of-annual-return#investor.

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%20 determining%20Material%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 4.35% equity stake in Kisan Mouldings Limited, thereby increasing its shareholding from 57.59% to 61.94%. 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.

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 31st March, 2026.

share capital

During the year under review, there was no change in the Authorized Share Capital of the Company. As on March 31,2026, the authorized capital of the Company stands at H 50,00,00,000/-(Rupees Fifty Crore only) divided into 5,00,00,000 (Five Crore) equity shares of H10/- (Rupees Ten only) each.

As on March 31,2026, the issued, subscribed and paid-up share capital of the Company stood at H44,04,82,060 (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 H 10/- (Rupees Ten Only) each.

Pursuant to the approval of the Board of Directors at its meeting held on January 27, 2025 and the approval of the Members through Postal Ballot on February 26, 2025, and in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Company had issued and allotted 20,00,000 fully convertible warrants on a preferential basis on April 23, 2025 to a person belonging to the NonPromoter Category.

Consequent to the said allotment, the Paid-up Equity Share Capital of the Company on fully diluted basis shall be H46,04,82,060 (Forty Six Crore Four Lakh Eighty Two Thousand and Sixty only) divided into 4,60,48,206 (Four Crore Sixty Lakh Forty Eight Thousand Two Hundred and Six) equity shares of H10/- (Rupees Ten Only) each.

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

material change

Except as stated below, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

Subsequent to the end of the financial year under review, the Company commenced commercial production at its Greenfield manufacturing facility at Mirzapur (near Varanasi), Uttar Pradesh on April 14, 2026. The facility is expected to enhance the Company's manufacturing capabilities, strengthen its presence in Eastern India and support future growth through improved operational efficiencies and expanded market reach.

directors and key managerial personnel

Change in Board of Directors

Based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board of Directors at its meeting held on August 07, 2025 had reappointed Mr. Arun Agarwal as Whole Time Director, designated as Joint Managing Director, for a further period of 3 years w.e.f. April 01,2026, which was approved by the members of the Company, vide resolution passed at the 39th Annual General Meeting held on September 26, 2025. During the financial year ended 31st March, 2026, none of the directors resigned from the Company.

Subsequent to the close of the financial year ended March 31, 2026, the Board of Directors, at its meeting held on May 07, 2026, has appointed Mr. Sanjay Gupta (DIN: 00233188) as an Additional Director (Non-Executive, Non-Independent Category) with effect from May 08, 2026 to hold office upto the date of the ensuing AGM. The Board also appointed him as the Chairman of the Company with effect from the said date.

Further, Mr. Ashok Kumar Gupta (DlN: 01722395), resigned from the position of Non-Executive Non Independent Director of the Company w.e.f. May 08, 2026. due to his preoccupation in other professional commitments. The Board places on record its appreciation and gratitude for the contributions made by him during his tenure.

Retire by Rotation

In accordance with the provisions of Section 152 of the Act and in terms of Articles of Association of the Company, Mr. Sameer Gupta will retire at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for reappointment. The Board of Directors recommends his re-appointment for the consideration of the members of the Company at the ensuing AGM.

Brief profile of the Directors proposed to be appointed/re-appointed as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - II on General meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), are provided in the Notice of ensuing AGM of the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, Mr. Sameer Gupta, Chairman & Managing Director, Mr. Arun Agarwal, Joint Managing Director, Mr. Ajay Kumar Jain, Chief Financial Officer and Mr. Gourab Kumar Nayak, Company Secretary are the KMPs of the Company as on March 31,2026.

Declaration w.r.t. Independent Directors

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.

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 & Co., Chartered Accountants (Firm Registration No. 003612N), were appointed as the Statutory Auditors of the Company for a second term of five consecutive years at the 34th Annual General Meeting ("AGM") of the Company. The second term of M/s. VAPS & Co. has been completed upon conclusion of the last AGM of the Company held on September 26, 2025.

Based on the recommendation of the Audit Committee and the Board of Directors, the shareholders of the Company at the said AGM have appointed M/s. AKGVG & Associates, Chartered Accountants (Firm Registration No. 018598N), as the Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the said AGM till the conclusion of the 44th AGM to be held in the year 2030.

The Statutory Auditors' Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, forms part of this Annual report. The statutory audit report is selfexplanatory and there is no qualification, reservation, adverse remarks or disclaimer by the statutory auditor in the Statutory Audit Report

Company's standalone and consolidated financial statements have been prepared in accordance with Ind AS notified under Section 133 of the Act and in terms of Regulation 33 of the SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015.

There are no frauds reported by the Auditors under section 143(12) of the Act.

B. Cost Auditors

In terms of Section 148 of the Act, the Company is required to get the audit of its cost records conducted by a Cost

Accountant. In this connection, the Board of Directors of the Company in its meeting held on 7th August, 2025 had, 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 year ended 31st March, 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 has to be ratified by the Members of the Company. Accordingly, appropriate resolution will form part of the Notice convening the Annual General Meeting (AGM). The approval of the members is sought for the proposed remuneration payable to the Cost Auditors for the Financial Year ended March 31,2027.

M/s HMVN & Associates, Cost Accountants (FRN: 000290), have vast experience in the field of cost audit and have been conducting the audit of the cost records of various big Companies for many years. The Cost Audit Report of the Company for the financial year ended March 31, 2026 will be filed with the Ministry of Corporate Affairs (MCA). The Company has maintained accounts and records as specified under sub-section (1) of 148 of the Act.

C. Secretarial Auditors

The members of the Company in the 39th Annual General Meeting held on September 26, 2025 had appointed M/s Anjali Yadav & Associates, Company Secretaries in Practice (FCS: 6628, COP: 7257), as Secretarial Auditor to hold office from 39th AGM till the conclusion of the 44th AGM to be held in the financial year 2030 and conduct the Secretarial Audit of the Company for five consecutive years starting from the financial year ended March 31,2026.

The report given by them for the said financial year in the prescribed format is annexed to this report as Annexure-C and forms an integral part of this report. The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation or adverse remark etc.

related party transactions

During the financial year ended March 31,2026, 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.

S.No.

Aggregate estimated maximum value of the Contract/ arrangement/ transaction (J 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

200.00

Transactions relating to Granting/providing of loan, guarantee, surety, indemnity, or comfort letter in connection with business operations.

4

0.12

Payment of rent for use of Premises

5

0.12

Receipt of rent for leasing of Premises

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, 2026 and the said disclosure is also available on the website of the Company at www.apollopipes.com :

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 31,2026, 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 31,2026 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 H 52.02 Lakhs as CSR expenditure for various CSR purposes and has transferred H40 Lakhs to the unspent CSR account of the Company on 15.04.2026 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, 2026.

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 May 07,

2026 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 2025-26.

No. of

Particulars

Complaints/

cases

(a) number of complaints of sexual harassment received in the year;

Nil

(b) number of complaints disposed off during the year; and

Nil

(c) number of cases pending for more than ninety days.

Nil

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.