Apar Industries Ltd — Capital/Financing Update 2024

Feb 3, 2024

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- SEC/0302/2024 By E Filing February 03, 2024

National Stock Exchange of India Limited “Exchange Plaza”, C-1, Block G, Bandra- Kurla Complex, Bandra (E), Mumbai – 400 051. Scrip Symbol : APARINDS Kind Attn.: Listing Department	BSE Limited Corporate Relations Department, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001. Scrip Code : 532259 Kind Attn. : Corporate Relationship Department

Sub. : Monitoring Agency Report for the quarter ended December 31, 2023 - in relation to the Qualified Institutions Placement (QIP) of Equity Shares of APAR Industries Limited (“the Company”)

Listing Regulation: Regulation 32 & all other applicable Regulations, if any, of the SEBI (LODR) Regulations, 2015, as amended from time to time

________________

Dear Sir/ Madam,

Pursuant to Regulation 32(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, we are enclosing herewith the Monitoring Agency Report dated January 31, 2024 issued by CARE Ratings Limited, Monitoring Agency, appointed by the Company, for the quarter ended December 31, 2023 in respect of utilization of proceeds of the funds raised through Qualified Institutions Placement ( “QIP” ).

The said information is also being made available on the website of the Company at www.apar.com.

Thanking You.

Yours faithfully,

For APAR Industries Limited

Digitally signed by SANJAYA RAJU KUNDER SANJAY DN: c=IN, o=PERSONAL, title=7428, pseudonym=9fdeb5687d624d869f090b9361568600, 2.5.4.20=e1e7d44fe70d01431f3f8f9fbc 5d579df83d4f144d97b964a056b8281 A RAJU 76242b3, postalCode=400083, st=Maharashtra, serialNumber=0cc5c938eb4e5411033 2d07255e723e3bd1a6849c5d87c4f34 KUNDER e5bec3533aa715, cn=SANJAYA RAJU KUNDER Date: 2024.02.03 12:43:44 +05'30' Sanjaya Kunder (Company Secretary)

Encl. As above.

APAR Industries Limited Corporate Office : APAR House, Corporate Park, V. N. Purav Marg, Chembur, Mumbai - 400 071, India +91 22 2526 3400/6780 0400 corporate@apar.com www.apar.com Regd. Office: 301/306, Panorama Complex, R. C. Dutt Road, Alkapuri, Vadodara - 390007, India +91 265 6178 700/6178 709 apar.baroda@apar.com www.apar.com CIN: L91110GJ1989PLC012802

Monitoring Agency Report

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No. CARE/HO/RL/2023-24/4120

Shri Mr. Ramesh Iyer, Chief Financial Officer, Apar Industries Limited,

APAR HOUSE, BLDG.No.5 CORPORATE PARK SION-TROMBAY ROAD, CHEMBUR, MUMBAI – 400071 Mumbai Maharashtra - 400071

January 31, 2024

Dear Sir,

- Monitoring Agency Report for the quarter ended December 31, 2023 in relation to the Qualified Institutional Placement of Equity Shares of Apar Industries Limited (“the Company”)

We write in our capacity of Monitoring Agency for the issue of 18,99,696 equity shares of face value of Rs. 10 each at a price of Rs. 5,264.00 per share including a premium of Rs. 5,254.00 aggregating to Rs. 10,000 million of the Company and refer to our duties cast under 82 of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.

In this connection, we are enclosing the Monitoring Agency Report for the quarter ended December 31, 2023, as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated November 29, 2023.

Request you to kindly take the same on records.

Thanking you, Yours faithfully,

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Arti Roy

Associate Director Arti.roy@careedge.in

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Report of the Monitoring Agency (MA)

Name of the issuer: Apar Industries Limited For quarter ended: December 31, 2023 Name of the Monitoring Agency: CARE Ratings Limited (a) Deviation from the objects: Nil

(b) Range of Deviation: Not applicable

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.

The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.

We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.

Signature: Name of the Authorized Signatory: Arti Roy Designation of Authorized person/Signing Authority: Associate Director

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1) Issuer Details:

Name of the issuer : Apar Industries Limited Name of the promoter : Kushal Desai, Chaitanya Desai, Rishabh Desai Industry/sector to which it belongs : Manufacturer of transformers and other speciality oils, polymers, lubricants, transmission and distribution, conductors, power & telecom cables and house wires.

2) Issue Details

Issue Period : November 23, 2023, to November 29, 2023 Type of issue (public/rights) : Qualified Institutional Placement Type of specified securities : Equity shares IPO Grading, if any : Not applicable Issue size (in `crore) : Rs. 1000.00 crore (Note 1)

Note 1:

Particulars	Values
Total shares issued and subscribed Nos @ (Rs. 5254/share)	18,99,696
Total Proceeds received from IPO (in Rs. Crore)	1,000.00
Issue expenses (in Rs. Crore)	17.42
Net Proceeds available (in Rs. Crore)	982.58

3) Details of the arrangement made to ensure the monitoring of issue proceeds:

Particulars	Reply	Source of information / certifications considered by Monitoring Agency for preparation of report	Comments of the Monitoring Agency	Comments of the Board of Directors
Whether all utilization is as per the disclosures in the Placement Document?	Yes	Chartered Accountant certificate*, Bank statement	Yes	Yes
Whether shareholder approval has been obtained in case of material deviations# from expenditures disclosed in the Placement Document?	Not applicable	Not Applicable	Not Applicable	Not Applicable
Whether the means of finance for the disclosed objects of the issue have changed?	No	Not Applicable	Not Applicable	Not Applicable
Is there any major deviation observed over the earlier monitoring agency reports?	Not applicable	Not Applicable	Not Applicable	Not Applicable
Whether all Government/statutory approvals related to the object(s) have been obtained?	Not Applicable	Not Applicable	Not Applicable	Not Applicable
Whether all arrangements pertaining to technical assistance/collaboration are in operation?	Not applicable	Not Applicable	Not Applicable	Not Applicable
Are there any favorable/unfavorable events affecting the viability of these object(s)?	No	Not Applicable	No	No
Is there any other relevant information that may materially affect the decision making of the investors?	No	Not Applicable	No	No

*Chartered Accountant certificate from CNK & Associates LLP vide CA certificate dated January 19, 2024

Material Deviation would mean:

a) deviation in the objects or purposes for which the funds have been raised

b) deviation in the amount of funds actually utilised by more than 10% of the amount projected in the offer documents.

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a Details of objects to be monitored:

(i) Cost of objects –

Sr. No	Item Head	Source of information / certifications considered by Monitoring Agency for preparation of report	Original cost			Comments of the Board of Directors	Comments of the Board of Directors	Comments of the Board of Directors
			(as per the Offer Document) in Rs. Crore	Revised Cost in Rs. Crore	Comments of the Monitoring Agency	Reason for cost revision	Proposed financing option	Particulars of firm arrangements made
1	Funding the working capital requirements of Apar Industries Limited	CA Certificate. Monitoring Agency Bank A/c Statement Copies of invoices / Purchase order	982.58		Nil	NA	NA	NA
Total			982.58

• The above details are verified by CNK & Associates LLP vide CA certificate dated January 19, 2024

(ii) Progress in the objects –

Sr. No	Item Head	Source of information / certifications considered by Monitoring Agency for preparation of report					Total		Comments of the Board of Directors	Comments of the Board of Directors
			Amount as proposed in the Offer Document in Rs. Crore (A)	Amount	utilised in Rs.	Crore	Unutilised	Comments of the Monitoring Agency
				As at beginning of the quarter in Rs. Crore	During the quarter in Rs. Crore	At the end of the quarter in Rs. Crore (B)	amount in Rs.		Reasons for idle funds	Proposed course of action
							Crore as on
							31st December
							2023 (C=A-B)
1	Funding working Capital Requirement of Apar Industries Limited	CA Certificate. Monitoring Agency Bank A/c Statement Copies of invoices / Purchase order	982.58	Nil	319.64	319.64	662.94*	Nil	Unutilised Funds will be used in forthcoming months
Total			982.58		319.64	319.64	662.94

The above details are verified by CNK & Associates LLP vide CA certificate dated January 19, 2024

*Comprises of Rs. 0.58 crores in escrow A/c, Rs. 600 crores in FDs with banks and Rs. 62.36 crores in the Monitoring Agency A/c.

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iii) Deployment of unutilised IPO proceeds:

Sr. No.	Type of instrument and name of the entity invested in	Amount invested (Rs. Crores)	Maturity Date	Earning (Rs. Crores)	Return on Investment (%)	Market Value as* at the end of quarter (Rs. Crore)**
			WITH EMIRATES NBD Bank
1.	Fixed Deposit	50.00	02-01-2024	0.18	6.67%	50.00
2.	Fixed Deposit	50.00	09-01-2024	0.24	6.67%	50.00
3.	Fixed Deposit	100.00	16-01-2024	0.65	7.02%	100.00
4.	Fixed Deposit	100.00	23-01-2024	0.78	7.02%	100.00
			WITH YES BANK LTD
5.	Fixed Deposit	35.00	02-01-2024	0.13	6.60%	35.00
6.	Fixed Deposit	40.00	02-01-2024	0.15	6.60%	40.00
7.	Fixed Deposit	35.00	09-01-2024	0.17	6.60%	35.00
8.	Fixed Deposit	40.00	09-01-2024	0.20	6.60%	40.00
9.	Fixed Deposit	75.00	16-01-2024	0.48	6.75%	75.00
10	Fixed Deposit	75.00	23-01-2024	0.58	6.75%	75.00
	Total	600.00

*without accrued interests

The above details are verified by CNK & Associates LLP vide CA certificate dated January 19, 2024

(iv) Delay in implementation of the object(s)

				Comments of the Board of	Comments of the Board of
	Completion Date
			Delay (no. of	Directors
Objects	As per the		days/		Proposed
				Reason of
	offer	Actual*	months)		course of
				delay
	document				action
NA	NA	NA	NA	NA	NA

The above details are verified by CNK & Associates LLP vide CA certificate dated January 19, 2024

4) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:

Sr. No			Source of information /
		Amount
			certifications considered	Comments of	Comments of the Board
	Item Head^	in Rs.
			by Monitoring Agency for	Monitoring Agency	of Directors
		Crore
			preparation of report
1	NA	NA	CA Certificate	Nil	NA

The above details are verified by CNK & Associates LLP vide CA certificate dated January 19, 2024

^ The extract of General Corporate Purpose mentioned in prospectus: Not applicable

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