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APL Apollo Tubes Ltd.

Directors Report

NSE: APLAPOLLOEQ BSE: 533758ISIN: INE702C01027INDUSTRY: Steel - Tubes/Pipes

BSE   Rs 1665.95   Open: 1665.05   Today's Range 1650.00
1678.95
 
NSE
Rs 1664.70
-8.20 ( -0.49 %)
-5.10 ( -0.31 %) Prev Close: 1671.05 52 Week Range 1253.00
1935.00
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 46218.07 Cr. P/BV 12.01 Book Value (Rs.) 138.63
52 Week High/Low (Rs.) 1936/1273 FV/ML 2/1 P/E(X) 61.05
Bookclosure 22/08/2025 EPS (Rs.) 27.27 Div Yield (%) 0.35
Year End :2025-03 

Your Directors have pleasure in presenting the Fortieth (40th) Annual Report on the business and operations of your Company together with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL SUMMARY/STATE OF AFFAIRS:

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

(H in Crore)

Consolidated

Standalone

Particulars

FY

2024-25

FY

2023-24

FY

2024-25

FY

2023-24

Revenue from operations

20,689.54

18,118.80

14,360.71

13,858.81

Other Income

96.06

74.87

79.54

56.67

Total Income

20,785.60

18,193.67

14,440.25

13,915.48

Profit before Depreciation, Finance Costs and Tax Expense / EBITDA

1,295.04

1,267.04

620.66

762.41

Less : Depreciation and amortisation

201.32

175.93

101.55

100.29

Less : Finance cost

133.28

113.39

94.57

50.49

Profit before tax (PBT)

960.44

977.72

424.54

611.63

Less : Tax expense

203.38

245.28

88.95

157.92

Profit after tax for the year (PAT)

757.06

732.44

335.59

453.71

The Company's consolidated gross turnover in the financial year 2024-25 increased significantly by 14.19% from H18,118.80 Crore to H20,689.54 Crore. The EBIDTA on consolidated basis has increased by 2.21% from H1,267.04 Crore to H1,295.04 Crore for the year under review. The consolidated net profit of the Company has also increased by 3.36% from H732.44 Crore to H757.06 Crore during the year under review.

OVERVIEW

India retained its position as the world's fastest-growing major economy despite global challenges, heightened human conflicts, and inflationary headwinds. Navigating deftly through a challenging environment, India reported a strong GDP growth of 6.5% in FY25 after an even stronger growth of 9.2% in FY24.

Supported by domestic demand, RBI's rate cuts, and robust infrastructure spending, India's outlook is positive. Estimates by the global economic agencies suggest that India will sustain a similar growth momentum in the current year, driven by manufacturing, services, and policy reforms. The key challenge to India's progress is the protectionist trade policies adopted by advanced nations, which could hinder exports to certain geographies while opening new windows of opportunity elsewhere.

BUSINESS PERFORMANCE

As a pre-eminent entity in the structural steel sector within India, APL Apollo has maintained a trajectory of high performance throughout the preceding financial years.

In terms of operations, sales volumes peaked at 31,57,978 Tons Tons, which facilitated the enhancement of its market share in India, notwithstanding the subdued market conditions. Our facility in Dubai achieved increased output to meet the consistent demand from the market. Furthermore, our unit in Raipur significantly augmented the production of value-added products. These initial accomplishments indicate the efficacy of our strategic initiatives and their implementation.

From a financial perspective, revenue from operations saw a 14% increase compared to the previous financial year. EBITDA surged to H1,295.04 Crore from H1,267.04 Crore in the last fiscal year, while net profit rose by 3.36% to H757.06 Crore, up from H732.44 Crore the previous year. EBITDA per tonne dropped by H756 per tonne over the previous year, owing to volatility in steel prices. Operating cash flow in FY25 reached H1,213.28 Crore, marking a 9.15% growth from the previous year.

The Company persists in advancing its three-pillar strategy, which encompasses Innovation, Market Creation, and Environmental, Social, and Governance (ESG) considerations.

The Company's products are being deployed in Hospitals, Educational Projects, Residential Projects, Commercial Projects, Railway stations, Airports and Industrial Sheds across India. APL Apollo Columns will form the superstructure for 16 Railway Stations (under the Government's Railway Redevelopment Programme) and 17 Airport projects. These projects will consume an estimated 2.5 Lakhs tonnes of heavy structural steel tubes. Moreover, the Company is closely working on another 45 projects, which could result in the demand for another 200,000 tonnes.

In ESG performance, the Company achieved significant progress. For the DJSI FY25 assessment, it ranked in the 86th percentile with a score of 40 points, substantially exceeding the industry average of 24.

POSSIBILITIES AND PROSPECTS

Macro factors: FY26 looks hopeful for the Company due to the enhanced infrastructure focus in Union Budget 2025-26, which features an increased capital investment allocation for infrastructure development.

SECTORAL OPPORTUNITIES:

The robust infrastructure initiative outlined in India's Union Budget for 2025-26 creates significant growth opportunities across key sectors. The augmented capital expenditures directed towards the development of the national rail network are anticipated to stimulate demand for structural steel solutions in the construction of new stations, bridges, platforms, and facility upgrades across 16 railway projects. Moreover, as the railway station redevelopment programme gains momentum, the demand for our products is expected to increase within this sector.

In the aviation sector, the expansion of the UDAN (Ude Desh ka Aam Naagrik) scheme to encompass 120 new destinations over the next decade presents ample opportunities. With plans to improve connectivity to remote regions through the establishment of new helipads and airports in hilly, aspirational, and Northeastern districts, in addition to specific projects such as the expansion of Patna and the development of Bihta's brownfield airport, structural steel will play an essential role in the construction of terminal buildings, hangars, and support facilities across 15 airport projects.

The industrial sector demonstrates promise with the government's three-year infrastructure pipeline facilitated through public-private partnerships. The backing of the India Infrastructure Project Development Fund, along with the provision of 50-year interest-free loans to states for capital expenditures and reforms, establishes a favourable environment for industrial growth. This setting will invigorate demand for high-quality structural steel tubes across 7 industrial projects.

These sectors represent prime markets for structural steel tube manufacturers capable of delivering versatile and cost-effective solutions. The government's enduring commitment to economic growth through infrastructure development ensures a sustained demand for quality construction materials across rail, aviation, and industrial applications.

DIVIDEND

The Board of Directors of the Company have recommended a Final Dividend of H5.75/- (Rupees Five and Seventy Five Paise only) per equity share of H2/- (Rupees Two only) each for the year ended March 31,2025, subject to approval of the Members at the ensuing Annual General Meeting.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective April 1,2020 and the Company is required to deduct tax at source from dividend paid to the Members.

In terms of Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors formulated and adopted Dividend Distribution Policy. During the year, there have been no changes to the said Policy.

The Dividend Distribution Policy is available on the website of the Company at https://aplapollo.com/images/others/ 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.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls as referred in Section 134(5)(e) of the Companies Act, 2013 ("the Act"). For the 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 were operating effectively and no reportable material weakness was observed in the system during the year.

Based on annual Internal Audit program as approved by Audit Committee of the Board, regular internal audits are conducted covering all offices, factories and key areas of the business. The findings of the internal auditors are placed before Audit Committee, which reviews and discusses the actions taken with the management. The Audit Committee also reviews the effectiveness of 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, as required under Section 92 of the Act for the financial year 2024-25, is available on the Company's website at www.aplapollo.com/financial.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANY

A separate statement presenting the salient features of the financial statements of the subsidiaries, in the prescribed Form AOC-1, is annexed to the Financial Statements.

In accordance with the provisions of Section 136 of the Act, the audited financial statements and related information of the subsidiaries, where applicable, will be available for inspection during regular business hours at the Company's registered office and the same are also available at our website i.e. https:// aplapollo.com/financial.

Key updates on subsidiaries of the Company

APL Apollo Building Products Limited (formerly known as APL Apollo Building Products Private Limited) and Apollo Metalex Limited (formerly known as Apollo Metalex Private Limited) were converted from private limited companies to public limited companies. The Registrar of Companies, NCT of Delhi and Haryana, issued fresh Certificates of Incorporation upon conversion on April 4, 2025 and March 21, 2025, respectively.

As of the date of this report, the Company does not have any associate companies or joint venture companies.

DEPOSITS

Your Company neither accepted and/or was not having any outstanding public deposits within the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014, during the year under review.

SHARE CAPITAL

As on March 31, 2025:

i) the authorized capital of the Company stood at H97,00,00,000/- (Rupees Ninety Seven Crore only) divided into 48,50,00,000 (Forty Eight Crore Fifty Lakhs only) equity shares of H2/- (Rupees Two only) each.

ii) the paid-up capital of the Company stands H55,50,49,128/-(Rupees Fifty Five Crore Fifty Lakhs Forty nine Thousand One Hundred & Twenty Eight only) comprising of 27,75,24,564 equity shares of H2/- (Rupees Two only) each.

There was no change in the Authorised and Paid-Up Share Capital during the year under review.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments/Re-appointments during the year under review

Based upon the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the members of the Company, vide their resolution dated August 8, 2024 passed through Postal Ballot (through remote e-voting only), had appointed Shri. Rajeev Anand (DIN: 02519876) and Shri. Dinesh Kumar Mittal (DIN: 00040000) as Non-Executive Independent Directors of the Company w.e.f. May 11,2024 for a period of three years.

Based upon the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the members of the Company, vide their resolution dated January 21,2025 passed through Postal Ballot (through remote e-voting only), approved the re-appointment of Shri Sanjay Gupta (DIN: 00233188) as Chairman and Managing Director of the Company, liable to retire by rotation, for a period of 5 years w.e.f. November 11,2024.

Completion of Tenures and Cessation of Directorships

During the year under review, Shri. Virendra Singh Jain (DIN: 00253196), completed his second term as an Independent Director and consequently ceased to be the Independent Director of the Company with effect from the closure of business hours on September 30, 2024.

During the year under review, Shri. Abhilash Lal (DIN: 03203177) and Shri. Anil Kumar Bansal (DIN: 06752578), completed their second term of five (5) consecutive years as Independent Directors and consequently ceased to be the Independent Directors of the Company with effect from the closure of business hours on September 27, 2024.

The second term of Ms. Neeru Abrol (DIN: 01279485) as Independent Director will be ending at the ensuing AGM.

The Board places on record deep appreciation for their valuable advice and exceptional guidance.

Retirement by Rotation and Appointment of Directors

In accordance with the provisions of Section 152 of the Act and in terms of Articles of Association of the Company, Shri Deepak Kumar (DIN: 03056481) and Shri. Vinay Gupta (DIN: 00005149) will retire at the ensuing Annual General Meeting (AGM) and being eligible, offer themselves for re-appointment

Based on the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on July 24, 2025 had appointed Shri Dukhabandhu Rath (DIN: 08965826) and Shri Rakesh Sharma (DIN: 06695734) as Additional Directors in the capacity of Independent Directors of the Company. The Board has now recommended their appointment as Independent Directors for a term of 3 years with effect from July 24, 2025, for the approval of the shareholders at the said AGM.

Based on the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on July 24, 2025 had appointed Shri Chakram Kumar Singh (DIN: 11108837) as Additional Director in the capacity of Whole-time Director designated as Director & Chief Operating Officer of the Company. The Board has now recommended his appointment as a Whole Time Director for a term of 5 years with effect from July 24, 2025, for the approval of the shareholders at the said AGM.

The said persons are eligible for appointment/re-appointment in the respective capacity and the Company has received their consent(s) and requisite disclosure(s), etc. All the details required to be disclosed in connection with the appointment/ re-appointment of Directors as above, are appearing in the Notice of AGM.

Changes in Key Managerial Personnel

During the year under review, Shri Deepak C S resigned from the position of Company Secretary and Compliance Officer with effect from August 31,2024.

Shri Shivam Maheshwari served as Compliance Officer effective from September 1, 2024, and stepped down from this role

upon appointment of Shri Vipul Jain as Company Secretary & Compliance Officer w.e.f. October 29, 2024.

Thereafter, Shri Vipul Jain, the Company Secretary and Key Managerial Personnel (KMP) is serving as the Compliance Officer of the Company w.e.f October 29, 2024.

Declaration w.r.t. Independent Directors

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.

The Company has received declaration from all the existing and proposed Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations. In the opinion of the Board, the Independent Directors of the Company possess the requisite expertise skill and experience (including the proficiency) and are persons of high integrity and repute as well as are independent of the management.

PARTICULARS OF REMUNERATION

The statement of remuneration under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as 'Annexure - A'.

Further, as per second proviso to Section 136(1) of the Act read with Rule 5 of the aforesaid Rules, the Board's Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees as required under Rule 5(2) of the aforesaid Rules.

Any member interested in obtaining such particulars may write to the Company Secretary. The said information is available for inspection at the registered 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

Due to the retirement of existing Statutory Auditors viz. Deloitte Haskins & Sells LLP (FRN117366W/W-100018), Chartered Accountants, at the conclusion of ensuing AGM upon completion of their 2 (Two) consecutive terms of 5 (Five) years each and pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014 and based on the recommendation of the Audit Committee, the Board of Directors have recommended the appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (FRN: 001076N/N500013)

as Statutory Auditors of the Company for a term of up to 5 (Five) consecutive years to hold office from the conclusion of ensuing AGM till the conclusion of 45th (Forty Five) AGM of the Company to be held in the Year 2030, subject to approval of Members at the ensuing AGM. Brief resume and other details of M/s. Walker Chandiok & Co LLP, Chartered Accountants, are separately disclosed in the Notice of ensuing AGM. M/s. Walker Chandiok & Co LLP, Chartered Accountants, have given their consent to act as Statutory Auditors of the Company and confirmed that their aforesaid appointment (if made), would be within the limits specified under Section 141(3)(g) of the Act. They have also confirmed that they are not disqualified to be appointed as Statutory Auditors in terms of provisions of Sections 139(1) & 141(3) of the Act and the Companies (Audit and Auditors) Rules, 2014.

The Statutory Auditors' Report, on the Standalone and Consolidated Financial Statements for the Financial Year 2024-25, issued by M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Gurugram, (FRN117366W/W-100018) does not contain any qualification, reservation or adverse remark and forms part of the Annual Report. The Statutory Auditors have not reported any fraud under Section 143(12) of the Act.

B. Cost Auditors

The Company has maintained the cost records as prescribed by the Central Government under Section 148(1) of the Act.

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 May 11,2024, on the recommendation of the Audit Committee, approved the appointment of M/s Sanjay Gupta & Associates, Cost Accountants, New Delhi, (ICWAI Registration No. 000212) as the cost auditors of the Company for the Financial Year ending March 31, 2025.

The Cost Audit Report of the Company for the Financial Year ended March 31,2025 will be filed with the MCA after its noting by the Board. The Company has maintained accounts and records as specified under sub-section (1) of 148 of the Act. Further, the Cost Auditors have not reported any fraud under Section 143(12) of the Act.

Based on the recommendation of the Audit Committee, the Board had appointed M/s. Sanjay Gupta & Associates,

Cost Accountants, New Delhi (ICWAI Regn. No.: 000212), as the Cost Auditors to conduct the cost audit of the Company for FY 2025-26, subject to ratification of their remuneration by the members of the Company.

C. Secretarial Auditors

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of 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 have approved and recommended the appointment of M/s. Parikh & Associates, Peer Reviewed Firm of Company Secretaries in Practice (FRN: P1988MH009800) as Secretarial Auditors of the Company for a term of upto 5(Five) consecutive years to hold office from the conclusion of ensuing AGM till the conclusion of 45th (Forty Fifth) AGM of the Company to be held in the Year 2030, for approval of the Members at ensuing AGM of the Company. Brief resume and other details of M/s. Parikh & Associates, Company Secretaries in Practice, are separately disclosed in the Notice of ensuing AGM.

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

The Secretarial Audit Report for the Financial Year 2024-25 does not contain any qualification, reservation or adverse remark and is attached to this report as 'Annexure - B'. 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 Regulations.

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 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 transaction in e-Form AOC-2.

Your Directors draw attention of the members to Note No. 41 to the Standalone Financial Statements, which sets out related party disclosures.

EMPLOYEES STOCK OPTIONS

In order to attract and retain talent, create a sense of ownership among the eligible employees and to align their medium and long-term compensation with the Company's performance, the Company has two share based employee benefit Schemes namely, APL Apollo Employee Stock Option Scheme- 2015 ("ESOS-2015") and APL Apollo Tubes Limited Stock Appreciation Rights Scheme - 2019 ("SAR-2019") which complies with the requirements of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time. The Nomination and Remuneration Committee is authorised to administer the ESOS - 2015 and the SAR - 2019 and is entitled to determine the terms of the Stock Options/SARs at the time of their grant.

During the year under review, the Company has not granted Options under the ESOS - 2015, while 10,00,000 SAR Units were granted during the year under the approved SAR-2019. The details of the ESOS -2015 and SAR - 2019 as per the requirement specified under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the website of the Company at www.aplapollo.com. There is no material change in the said Scheme(s) during the year.

The details of the ESOS - 2015 and the SAR - 2019, also forms part of the Notes to Accounts of the Financial Statements in this Annual Report. The Secretarial Auditor's certificate on the implementation of share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be placed at the Annual General Meeting for inspection by the Members.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of sub-section 3(c) and sub-section 5 of Section 134 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 are laid down to be followed that and such internal financial controls are adequate and are operating effectively.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In line with the provisions of Section 135 read with Schedule VII to the Act, and Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has framed its Corporate Social Responsibility (CSR) policy for development of programme 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 Corporate Social Responsibility (CSR) policy of the Company provides a road map for its CSR activities.

During the year under review, the Company has made contribution of H86.96 Lakhs for various CSR purposes in compliance to the provisions of the Act relating to Corporate Social Responsibility and has transferred HI 2.89 Crore to the unspent CSR account of the Company on April 29, 2025 pertaining to ongoing projects.

The Annual Report on CSR activities for the Financial Year 2024-25 containing salient features of CSR Policy and other relevant details is annexed herewith as 'Annexure - C'. The CSR Policy has been uploaded on the Company's website and may be accessed at the link: https://aplapollo.com/wp-content/ uploads/2020/06/CSR_POLICY_APL.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

In terms of Section 186 of the Act and Rules framed thereunder, details of Loans, Guarantees given and Investments made have been disclosed in the Notes to the financial statements for the Financial Year ended March 31, 2025.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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 -D', forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 of the SEBI Listing regulations, Management's Discussion and analysis report for the year under review, is presented in a separate section, forming an integral part of this annual report.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to the highest standards of corporate governance practices. Pursuant to Regulation 34 read with schedule V of SEBI Listing Regulations, the Corporate Governance Report is annexed to this report 'Annexure - E'.

The Corporate Governance Report which forms part of this report, 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 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.

f) Secretarial Audit Report(s) of Material Subsidiaries of the Company

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.

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 in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the said Act and an Internal Complaints Committee has also been set up to redress complaints received regarding Sexual Harassment.

Details of Sexual Harassment Complaints for the Financial Year 2024-25

Number of complaints of sexual harassment received during the year

0

Number of complaints disposed of during the year

NA

Number of cases pending for more than ninety days

NA

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company complies with all provisions of the Maternity Benefit Act, 1961, and ensures that eligible female employees receive the maternity benefits, including paid leave, as per the statutory requirements.

OTHER DISCLOSURES AND REPORTING

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

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

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

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

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

5. Significant or material orders passed by the regulators or courts or tribunal which impacts the going concern status and Company's operations in future.

6. Material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report.

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

8. 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

Place: Noida Date: July 24, 2025

APPRECIATION

Yours Directors take this opportunity to express their appreciation for the co-operation received from the customers, vendors, bankers, stock exchanges, depositories, auditors, legal advisors, consultants, stakeholders, business associates, Government of India, State Governments, Regulators and local bodies during the period under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by the employees of the Company.

For and on behalf of Board of Directors

Sd/-

Sanjay Gupta

Chairman & Managing Director DIN: 00233188

 
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Registered Office : 402, Nirmal Towers, Dwarakapuri Colony, Punjagutta, Hyderabad - 500082.
SEBI Registration No's: NSE / BSE / MCX : INZ000166638. Depository Participant: IN- DP-224-2016.
AMFI Registered Number - 29900 (ARN valid upto 24th July 2025) - AMFI-Registered Mutual Fund Distributor since June 2008.
Compliance Officer :- Name: Ch.V.A. Varaprasad, Mobile No.: 9393136201, E-mail: varaprasad.challa@rlpsec.com
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