To the members of Apollo Pipes Limited,

Your Directors are pleased to present the 36^th Annual Report on the business and operations of your Company along with the Audited Financial Statement for the financial year ended March 31,2022.

FINANCIAL PERFORMANCE:

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

(' In Lakh)

The Company's gross turnover in financial year 2021-22 increased significantly by 51% from 151,806.83 lakh to 178,407.54 lakh. The EBITDA has been increased by 18% from 18,266.17 lakh to 19,718.49 lakh for the year under review. The net profit of the Company has also increased by 12% from 14,447.43 lakh to 14,976.49 lakh during the year under review.

DIVIDEND

The Board of Directors of the Company is pleased to recommend a dividend @10% (II per share) as final dividend on the equity shares for the year 2021-22 subject to declaration of the same by the members at the ensuing Annual General Meeting. The payment of dividend will be subject to deduction of applicable taxes.

Pursuant to Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), the Company has Dividend Distribution policy. During the year, there have been no changes to the policy and the same is available on our website at https://www.apollopipes. com/media/product/Microsoft%20Word%20-%2028.%20 Dividend%20Distribution%20Policy.docx.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.

OVERVIEW

Economic activity gathered significant momentum as the intensity of second wave of the pandemic reduced. This was owing to a combination of factors namely pent-up demand and growing exports opportunities.

As a result, the Indian economy reported an aggressive rebound with an 8.7% growth in GDP against a 6.6% contraction in FY21. The change was facilitated by all segments of the economy. Exports touched an all-time high as did government revenues.

The pace of progress was thwarted towards the close of the fiscal owing to the geopolitical crisis that surfaced in February 2022. The inflationary headwinds owing to this crisis resulted in shoring up the cost structures for enterprises across the board.

India's economic progress in FY23 is expected to remain muted owing to the prevailing inflation. The Government's efforts to control inflation (rise in interest rates) could impact public and private investments.

BUSINESS PERFORMANCE

Despite an anxious start to FY22 owing to the onset of the second wave of the pandemic, the Company improved its performance on all counts. The highlight of the year was the commissioning of the Raipur facility which paves the way for a stronger presence in East and Central India.

The Company continued to widen its product basket, increase operating capacities at its existing facilities and expand its dealer base to strengthen its presence in key markets. The

Company intensified its branding and awareness initiatives by on-boarding Bollywood celebrities for key product categories. It extensively used the electronic and social media platforms to reach out to every corner of the nation.

PROSPECTS

With the real estate sector coming out of the woods, especially in non-urban cities and towns, the demand for the Company's products should continue to scale northward. Moreover, the Company's focus on strengthening its presence in the East, should generate heartening volumes in the current year.

PROJECTS

In keeping with the growing demand for the Company's products - primarily tanks and fittings - the Company undertook and successfully completed its brownfield manufacturing extensions across facilities located at Dadri, Tumkur, and Sikanderabad. The Company's greenfield facility at Raipur has commenced its commercial productions w.e.f. September 21,2021.

IMPACT OF COVID 19

India was hit hard by the 2^nd wave of COVID - 19 pandemic in April 2021. The state governments started announcing simultaneous lockdowns across the country. The intensity of the wave was significant as the virus percolated from urban pincodes into the rural ecosystem where the healthcare infrastructure and services are extremely wanting. Lives and livelihoods were lost in great numbers. But a resilient India flattened the curve in a relatively short time. For the Company, the major impact of the second wave was felt in the first quarter with both revenue and profit being affected. With the unlocking of the economy and commercial enterprises, pent-up demand surfaced which allowed the Company to accelerate business activities.

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 31,2022, 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 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 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 2021-22, is available on the Company's website https://www.apollopipes.com/extract- of-annual-return#investor.

SUBSIDIARIES COMPANIES, JOINT VENTURES AND ASSOCIATES

During the year under review, the Company had no subsidiary, joint venture(s) or associate(s) companies. Hence, disclosure in form AOC-1 is not applicable to the Company.

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, during the year under report.

SHARE CAPITAL

As on March 31, 2022, the authorized share capital of the Company stood at 145,00,00,000/- (Rupees Forty Five Crore only) divided into 4,50,00,000 (Four Crore Fifty Lakh) equity shares of 110/- (Rupees Ten only) each.

The paid up Equity Share capital of the Company as on March 31,2022 was 139,32,82,060/- (Rupees Thirty Nine Crore Thirty Two Lakh Eighty Two Thousand and Sixty only) divided into 3,93,28,206 (Three Crore Ninety Three Lakh Twenty Eight Thousand Two Hundred and Six only) equity shares of 110/- (Rupees Ten only) each.

During the year Company had allotted 2,62,18,804 (Two Crore Sixty Two Lakh Eighteen Thousand Eight Hundred and Four only) equity shares of 110/- (Rupees Ten only) each fully paid up, as Bonus in ratio of 2:1, i.e., Two Bonus shares of 110/- each fully paid up for every one existing share. Thereby, equity share capital of the Company had been increased from 113,10,94,020 (Rupees Thirteen Crore Ten Lakh Ninety Four Thousand and Twenty only) to 139,32,82,060/- (Rupees Thirty Nine Crore Thirty Two Lakh Eighty Two Thousand and Sixty only).

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act and in terms of Articles of Association of the Company, Mr. Sanjay Gupta will retire at the ensuing Annual General Meeting (AGM) and being eligible, offer himself for reappointment.

The Company has received declaration from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (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. In the opinion of the Board, all Independent Directors possess strong sense of integrity and having requisite experience, qualification and expertise.

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 Act and also Regulation 16(I)(b) of the Listing Regulations and are independent of the management.

Composition of the Board of Directors of the Company as on 31.03.2022:

1. Mr. Sameer Gupta (DIN: 00005209) - Managing Director (Executive)

2. Mr. Sanjay Gupta (DIN: 00233188) - Chairman (Nonexecutive Director)

3. *Mr. Saket Agarwal (DIN: 00203084) - Director (NonExecutive and Non-Independent)

4. Mr. Pradeep Kumar Jain (DIN: 08063400) - Director (NonExecutive and Independent)

5. Ms. Neeru Abrol (DIN: 01279485) - Director (Non-Executive and Independent)

6. Mr. Abhilash Lal (DIN: 03203177) - Director (NonExecutive and Independent)

* Mr. Saket Agarwal has resigned from the directorship w.e.f. May 06, 2022.

* Mr. Ashok Kumar Gupta was appointed as Director (NonExecutive and Non-Independent) w.e.f. May 06, 2022 and said appointment was subsequently approved by the members through Postal Ballot, on July 06, 2022.

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 'A'. Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules form part of this report. However, in terms of 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 said particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary at E-mail - compliance@apollopipes.com. 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.

A. Statutory Auditors

In terms of provisions of the Act, M/s. VAPS & Company, Chartered Accountants, (Firm Registration No. 003612N) had been appointed as Statutory Auditors of the Company in the 34^th Annual General Meeting held on September 29, 2020 to hold the office from the conclusion of the said Annual General Meeting till the conclusion of the 39^th Annual General Meeting to be held in year 2025.

The report of Statutory Auditor on the financial statements for the financial year ended on March 31,2022, is self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer. The Auditor has not reported any incidence of fraud under section 143(12) of the Act, during the period under review.

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 July 26, 2022 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 March 31, 2023.

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 AGM. The approval of the members is sought for the proposed remuneration payable to the Cost Auditors for the financial year ending March 31,2023.

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, 2022 will be filed with the MCA. The Company has maintained accounts and records as specified under sub-section (1) of 148 of the Act.

C. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, the Board of Directors had appointed M/s Anjali Yadav & Associates, Company Secretaries in practice, as Secretarial Auditor to carry out the Secretarial Audit of the Company for the financial year 2021-22. The report given by them for the said financial year in the prescribed format is annexed to this report as Annexure 'B'. 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, 2022, 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 the 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 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 attention of the members to note no. 40 to 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 a postal ballot on April 23, 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 are being made under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and the said disclosure is also available on the website of the Company at www.apollopipes.com.

*Mr. Parag Dadeech was appointed as Chief Operating Officer w.e.f. December 01, 2020 and he was granted 15,000 ESOP options pursuant to the above ESOP scheme and subject to the above mentioned vesting schedule. However, due to personal reasons, he had resigned from office on April 09, 2021 thereby his options stand cancelled and added back to ESOP pool.

Note : All figures were 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, 2022, 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, 2022 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 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 191.40 lakh for various CSR purposes in compliance to the provisions of the Act relating to Corporate Social Responsibility.

The Annual Report on CSR activities containing the all requisite 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://www.apollopipes. com/media/product/244084920_CSR_Policy_of_Apollo_ Pipes_Limited.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 Note no. 12 of the financial statements for the year ended March 31,2022.

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.

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 Obligations and Disclosure Requirements) Regulations, 2015,

the Corporate Governance Report is annexed to this report as Annexure 'E'.

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

a) Particulars of the five 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

No complaint of sexual harassment was received during the financial year 2021-22.

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

4. 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.

5. During the year under review no applications was filed under Insolvency and Bankruptcy Code, 2016.

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 Government 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.