Apar Industries Ltd — Interim / Quarterly Report 2019

Jan 29, 2019

AFIAR INDUSTRIES LTD.

oomoRIIE oFFicE : APAI HOUSE. CORPORATE PARK, sloN moMBAy roAD, CHEMBUR MUMBAl -400 071. INDIA T : (+91} (22} 2526 3400/67800400 F : (+91)(22)25246326 E : corporato@apar.com ud : www.apar.com

SEC/2901/2019 29th January, 2019

National Stock Exchange of India Ltdo	BSE Ltd.
"Exchange Plaza",	Department of Corporate Services,
C-1, BIock G,	27th Floor, Phiroze Jeejeebhoy Towers,
Bandra-Kurla Complex,Bandra (E),	Dalal Street, Fort,
Mumbai -400 051.	Mumbai -400 001.
Scrip Symbol : APARINDS	Scrip Code : 532259
Kind Attn.: The Manager, Listi"! Debt.	Kind Attn. : Department of Corporate Services

Ref. : Our Letter No. SEC/1401/2019 dated 14th January, 2019

Sub. : Outcome of Board Meeting and submission of Standalone & Consolidated un-audited Financial Results of the Company for the Third Quarter and Nine Months ended 3|St December, 2018 (2018-2019). Listing Regulation : Reg. 30, 33 & all other applicable Regulations, if any, of the SEBl (LODR) Regulations, 2015.

Dear Sir,

The Board of Directors of the Company at its meeting held today, i.e. 29th January, 2019 have transacted and approved the Standalone and Consolidated Un-audited Financial Results of the Company for the Third Quarter and Nine Months ended 31St December, 2018 of the Current Financial Year 2018-2019.

In this connection, we are e-filing herewith the following ::

• a) Copy of the standalone un-audited Financial Results of the company for the Third Quarter and Nine Months ended 31St December, 2018 of the Current Financial Year 2018-2019 (Annex -1).
• b) Copy of the consolidated un-audited Financial Results of the company for the Third Quarter & Nine Months ended 31St December, 2018 of the Current Financial Year 2018-19 (Annex -2).
• c) Copy of the Limited Review Report of the Statutory Auditors of the Company, M/s. Sharp & Tannan LLP, Mumbai, on the above Standalone and Consolidated Un-audited Financial Results (Annex -3).

The same is also available on the Company's website at www.apar.com.

The Board meeting commenced at 12:00 hours (lsT) and concluded at 17.20 hours (lsT)

You are requested to kindly take note of above and bring the same to the notice of investors and members.

Thanking you, Yours faithfully, For Apar Industries Ltdo

APAR INDUSTR(ANISO9001:2000CIN:L91110GJ198RegistorodOffice:301,PanoramaComplex lES LIMITEDCOMPANY)9PLC012802,FLO,ButtRoad,Vadodara

• 390 007

website: w\^m/.apar.com ; omail : com_§ec@apar.com ; Tol : (91) (0265) 2339906. 2331935 ; Fax : (91) (0265) 2330309

STATEMENT 0F STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31ST DECEMBER, 2018

	(I in crore)
		Standalone
Sr.No.	Particulars	3 months ended			9 months ended		Financialyearended
		31.12.2018	30.09.2018	31.12.2017	31.12.2018	31.12.2017	31.03.2018Audited
		Reviewed	Roviewod	Reviewed	Reviewed	Reviewed
	Income from operations
I1112	Sales IncomeOtherOperating Income	1.988.46	1,794.76	1,395.15	5,176.51	3,913.03	5,593 8442.07
	Total Revenue from operations ( Note 4)	13.80	10.73	12.79	35.87	27.51
	Other income	2,002.26	1,805.49	1 ,407 .94	5 212.38	3,940.54829	5,635.911092
3	Total Income (1+2)	3.04 2,005.30	3.17 1,808.66	3.31 1411.25	10.67
4	Expenses(a)Costof materials consumed				5 223 05	3 948 83	5 646 83
		1,674.55	1,440.60	1 ,062 .44	4,303.02	2,874.15	4,160.22
	(b) Purchases of stock-in-trade	22.60	11.59	18.19	51.03	5977	87.05
	(c) Changes in inventories of rmished goods, work-in-progress and stock-in-trade	(107.13)	(8.14)	28.86	(245 63)	6.85	6.10
	(d) Excise duty					120.17	12017
	(e) Employee benefits expense	35.32	33.57	29.26	103.40	87.82	118.77
	(f) Finance costs	39.49	50.86	24.36	142.85	8252	134.93
	(g) Depreciation and amortisation expense	15.40	14.64	12 .39	44.13	36.38	4959
	(h) Other expenses	257.64	224.51	174.78	674. 1 3	517.94	75104
	Total expenses	1,937.87	1,767.63	1,350.28	5,072.93	3,785.60	5,427.87240
	Less Transfer to capital assets	0.94	0.53	1.87	2.17	2.77
	Net total expenses	1,938.93	1,767.10	1,348.41	5,070.76	3,782.83	5,425.47
5	Profit before tax (34)	68.37	41.56	62.84	152.29	166.00	221 36
6	Tax expense
	(a) Current Tax	21 .80	13.26	19.52	48.57	5157	7425
	(b) Deferred Tax	2.47	1.51	2.24	5.51	5.91	3'06
	(c) Taxes of earlier years
7	Profit for the period (5-6)	44. 1 0	26.79	41.08	98.21	108.52	144.05
8	Other comprehensive income (Ocl)
(A)	Items that wlll not be recla§sifiod to profit or loss
	(I) Items that wlll not be reclassified to profit or loss	(0.01 )	(0.01 )	(0.28)	(0.03)	(0 83)	(0 04)
	(Ii) Income tax relating to Items that wll not be reclassified to profit or loss	0.00	0.01	0.10	0.01	0.28	001
(a)	Items that will be reclassifiod to profit or loss
	(i) Items that will be reclassifed to profit or loss	(42.49)	(15.15)	(2.84)	(39.05)	(20 89)	(40.88)
	(Ii) Income tax relating to Items that wll be reclassified to profit or loss	14.85	5.30	0.98	13.65	7.23	1443
	Other comprehensive Income (OCI)	(27.65)	(9.85)	(2.04)	(25.42)	(14 21)	(26.48)117.57
9	Total comprehensive income tor the period/year (7+8)	16.45	16.94	39.04	72.79	94.31
10	Paid-up equi(y share capital (Face value Of the share i 10 each)	38.27	38.27	3827	38.27	38.27	3827
11	Reserves excluding Revaluation Reserve as per balance sheet of previous accountingyear						98129
12	Earnings Per Share (EPS) (t) - Basic and Diluted (not annualised)	1 1 .52	7.00	10.73	25.66	28'36	3764

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UNAUDITED STANDALONE SEGMENT-WISE REVENUE, RESULTS, ASSETS AND LIABILITIES UNDER REGULATION 33 0F THE LISTING REGULATIONS FOR THE QUARTER AND NINE IVIONTHS ENDED 31ST DECEMBER 2018

	({ in c,Ore)
		Sfandalone
Particulars		3 months ond®d			9 months ended		Financialyearended
		31.12.2018	30.09.2018	31.12.2017	31.12.2018	31.12.2017	31.03.2018
		Reviewed	Roview®d	Reviewed	Reviewed	Reviewed	Audited
	Segment Revenue (Note 4)
	Conductors	1,053.53	899.13	639.61	2,589.48	1,721.28	2,610.46
	Transformer and Speciality Oils	609.14	549.94	476.47	1,643.14	1,399.25	1,864 22
	Power/Telecom Cable	419.83	437.25	285.64	1.176.00	798.68	1 . 1 34 83
Others		9.19	12.26	9.62	36.98	35.17	4655
Total		2,091.69	1,898.58	1,411,34	5 445.60	3 954 38	5,656.062015
	Less: Inter-Segment Rovonue	89.43	93.09	3.40	233.22	1384
	Gross Salos/ Income from operations	2,002.26	1,805.49	1,407.94	5,212.38	3,940.54	5,635.91
	Segment Re§ults before finance costs and tax
	Conductors Transformer and Speciality Oils	32.29	42.85	24.20	117.11	91.95	129.25
	PowerITelecom Cable	47.18	9.89	43.71	84.85	112.42	158 63
Others		35.86 0.05	45.67 0.92	25.860.67	108.932.71	59.55220	9130274
Total		115.38	99.33	94.44	313.60	266.1282.521760
	Less : Finance costs	39.49	50.86	24.36	142.8518.46		381.92134932563
	: Unallocable expenditure (net of income)	7.52	6.91	7.24
	Profit before tax	68.37	41.56	62.84	152.29	166.00	221.36
	Segment Assets
	Conductors	2,105.43	1,951.09	1.446.47	2,105.43	1 ,446 47	1,876.96
	Transformer and Speciality Oils	1,290.42	1,203.44	977.21	1,290.42	977.21	1.055.74
	Powerrrelocom Cable	1,036.02	986.49	764.62	1,036.02	764 62	82717232.46
Others		160.78	147.30	239.76	160.78	239.76
Total		4,592.65	4,288.32	3,428.06	4,592.65	3,428.061,186.07	3,992.331,495.38
	Segment Liabilities
	Conductors	1,913.64	1,728.84	1,186.07	1,913.64
	Transformer and Speciality Oils	994.43	854.52	616.92	994.43	616.92	788 72
	PowerITolocom Cable	387.45	397.18	389.21	387.45	389.21	416 53
Others		1,297.13	1,307.78	1.235.86	1,297.13	1.235.86	1,29170
Total		4,592.65	4,288.32	3,428.06	4,592.65	3,428.06	3,992.33

• 1) This Statement has been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (as amended) (lnd AS). prescribed under section 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable.
• 2) The above standalone unaudited financial results were reviewed by the Audit Committee of Directors and approved by the Board of Directors at their meeting held on 29th January, 2019 The Statutory Auditors of the Company have carried out a limited review ot the above §tandalone results for the quarter ended 31st December, 2018 and have issued an unmodmed report on the said financial results.
• 3)TheCompanyhasaligneditspolicyofrevenuerecoonitionwithlNDAS115"RevenuefromContractwithCustomersnwhichiseflectivefrom1stApril2018.Thereisr`oimpacton the financial results upto 31st March 2018 and also for the period encled 31st December 2018. However,the export benefits amounting to Rs 4.92 Crores and Rs 14.89 Crores for the quarter and mne months ended 31 December 2018 , Rs 5.37 Crones for the qllarter ended 30 September 2018 , Rs 3.78 Crores and Rs 11.98 Crores for the quarter and nlne months ended 31 December 2017 and Rs 15.62 Crores tor the year ended 31 March 2018 respectively whch was hitherto included in sales Income has now been Included ln Other Operating revenue which is disclosed as a seperate line item under the head Of ' Income from Operations '.This adjustment has no impact on the profit and loss and Equity for the respective periods.

4) Consequent to the introduction ot Goods and Services Ten (GST) with effect from lst July,2017 , Central Excise, Value Acld8d Tax (VAT) etc. have been subsumed Into GS T ln accordance with lndian Accounting Standai.a -115 on Revenue from Contract with Customers and schedule 111 Of the Companies act, 2013, unlike Excise Duties. levies like GST. VAT etc. are not part of revenue.Accordingly, gross revenue from sale of prodLlcts and servlces for the nine months ended 31 st December, 2018 are not comparable with the previous period. The following additional infomation is being provided to facilitate a meaningful companson :

Particulars	3 months ond®d			9 months ended
	31.12.2oie	30.09.2018		31.12.2018
Segment Revenue (Net of excise duty / GST)
Conductors
Transformer and Speciality Oils
PowerITelocom Cal)lo
Others
Less: Inter-Segment Rovonuo
Revenue from Oporatlons

5) Others / unallocated' segment liabilitles in the segment information Includes equity share capital and reserves amounting to i 1080.40 crore as at 31st Dec.2018,i 1036 31 crore as at 30th Sept,2018, {1026.07 crore as at 31st Mar, 2018. € 990.01 crore as at 31st Doc, 2017.

6) The financial results of the Company are being forwarded to the Stock Exchanges (BSE and NSE) for uploading on their respective websites and the same are also made available on the Company.s website viz" w`"/.aoar.com

7) Figures for previous periods have been regrouped, wherever necessary.

TIE;='<:= \ For Apar /(K

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APAR INDUSTR(ANISO9001:2000CIN:L91110GJ198RegisteredOfrice:301,PanoramaComplex lES LIMCOMPANY)9PLC012802,R.C.DuctRo lTEDad,Vadodara -390 007

webslte: www.apar.com ; emall : com_sec@apar.com ; Tel : (91) (0265) 2339906, Z331935 ; Fax : (91) (0265) 2330309

STATEMENT OF CONSOLIDATED uNAul)lTED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31ST DECEMBER, 2018

(i in crore) Consolidated Sr.No. Partlculars 3 months ended 9 months ended Financialyearended 31.12.2018 30.09.2018 31.12.2017 31.12.2018 31.12.2017 31.03.2018 Reviewed Rev]ewed Revieved Feviewed Reviewed Audited Income from 0 pe,.atlon Sales Income 2,105.94 1,873 74 1,486.05 5,464.91 4,142 50 5,895 42 Other Operatin9 'ncome 13.1 1 10.91 12.82 3437 2870 4328 Revenue from operations ( Note 5 ) 2,119.05 1,884.65 1,498,87 5,499 28 4,171.20 5.938 70 <sup>2</sup> Other income 3.13 3.25 3.35 1088 843 1111 <sup>3</sup> Total Income (1+2) 2,122.18 1,887.90 1,502.22 §,510.16 4,179.63 5,949.81 4 Expenses (a) Cost of materials consumed 1,771. 99 1,512.28 1,132.04 4,542 30 3,062 20 4,405 50 (b) Purchases of stock-in-trade 22.60 11.59 1819 5t03 5977 8705 (c) Changesn inventones of flnished goods. work-in-progress and stock-in-trade (97.34) (18 88) 3696 (243 81 ) 8'57 249 (d) Excise duty 12017 12017 (e) Employee benefits expense 37.52 35.72 31 .29 109 69 9320 126 08 (f) Finance costs 41.68 52.61 25.62 148.45 8636 140 00 (g) Depreciation and amorti§ation expense 17.11 16.29 14.00 49.04 4t07 558/ (h) Other expenses 270.87 235.79 185.22 71015 548 94 .'or2i{J Total expenses Z,064.43 1,845.40 1,443.32 5,366.85 4,020.28 5,730.03 Less: Transfer to capital assets 0.98 0.75 2.36 2.46 3.33 299 Nat total expenses 2,063.45 1,844.65 1,440.96 5,364.39 4,016.94 5,121.04 ⁵ Proflt before tax (34) 58.73 43.25 61.26 145.77 162.69 222.77 6 Tax exf)ense (a) Current Tax 21.78 1332 19.51 4861 5208 7503 (b) Deferred Tax 2.23 130 2.21 4.82 589 ³¹⁰⁰ (c) Taxes of earlier years 7 Profit before Non-controlllng interest/Share ln net proflt (loes) of associates (5-6) 34.72 28.63 39.54 92.34 104.72 144.74 Share in net profit (loss) of assoCiates / Others ⁸ Profit for tlie period 34.72 28.63 39.54 92.34 104.72 144.74 9 Other comprehensive Income (OCI) (A) Items that wll not be reclass]fled to profit or loss (I) Items that will not be reclassmed to profit or loss (0.01 ) (0.01 ) (0.28) (0 03) (0.83) (0 04)001 (ij) Income tax relating to items that will not bo redassified to profit or loss 0.00 0.00 0.10 0.01 029 (a) Items that wl be recla88lfled to proflt or loss (i) Items that wl be reclassified to profit or loss (42.25) (15.54) (3,51 ) (38.66) (2156) (40 98) (ii) Income tax relating to Items that will be roclasslfied to profit or loss 14.60 5.56 ¹²¹ 13.47 7.46 ¹⁴⁴⁶ Other comprehensive Income (Ocl) (27.66) (9.99) (2.48) (25,21) (14.64) (26.55) ¹⁰ Total compreliensive Income for the period/year (8+9) 7.06 18.64 37.06 67.13 90.08 118.19 Profit for the period/year attributable to a) Owners of t e Company 34.72 28.63 39,54 9234 104 72 144 74 b) Non-Contro ng Interest 000 (0 00) (0 00) Other comprehenslve income attributable to '''''''''1'11 a) Owners of the Company (27.66) (9.99) (2.48) (25.21) (14 64) (26 55) b) Non-Contro ng Interest Total compre ensive Income attributable to a) Owners of Company 7.06 18.64 37.06 6713 9008 11819 b) Non-Contro 9 Interest 0.00 (0 00) (0 00) ¹¹ Pald-up equity share capital (Face value Of the share < 10 each) 38.27 38.27 38.27 3827 3827 38271,06998 12 Reserves excludlng RevaluatJon Reserve as per balance sheet Of previous accounting year 13 Earnings Per Share (EPS) ({) Basic and Diluted (not annualised) 9.07 7.48 1033 24.13 2736 3782

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UNAUDITED CONSOLIDATED SEGMENT-WISE REVENUE, RESULTS, ASSETS AND LIABILITIES UNDER REGULATION 33 0F THE LISTING REGULATIONS FOR TIJE QUARTER AND NINE MONTHS ENDED 31ST DECEMBER 2018
(i jn crone)
	Consolidated
Particulars		3 months ended			9 months ended
	31.12.2018	30.09.2018	31.12.2017	31.12,2018	31,12.2017	31.03.2018
	Revlewed	Revlewed	F`evieved	Revlewed	Reviewed	Audited
Segment Revenue ( Note 6 )
Conductors	1,052.21	898.17	638.63	2,585.92	1,72128	2,615 48
Transformer and Speclality Olls	727.26	630.06	568.37	1,933.61	1,629 91	2,162 23
Power/Telecom Cable	419 83	437.25	285.64	1,176.00	798 683517	1 .1 34 584655
Others	9.19	12`26	963	3698
Total	2,208.49	1,977.74	1 502.27	5 732 51	4185 05	5 958 85
Less: Inter-Segment Revenue	89.44	93.09	340	233.23	1385	2015
Gross Sales/ Income from operatlons	2,119.06	1,884.®5	1,498.87	5,499.28	4,171.20	5,938.70
Segment Results before finance costs and tax
Conductors	31.28	42.07	2422	114 46	9222	130 81
Transformer and Speclality Olls	40.75	14.09	43.41	86.59	112.78	163 ,9
Power/Telecom Cable	35.87	45.680.92	25850.66	108 93271	5945220	91062-./4
Others	0.05
Total	107.95	102.76	94. 1 4	312.69	266.6586.3617.60162.69	388 40
Less : Finance costs	41.68	52.61690	25.62	148 451847		140 002563
: Unallocable expendlture (net of Income)	7.54		726
Profit before tax	58.73	43.25	61.26	145.77		222.77
Segment Assets
Conductors Transfomer and Speclality Oils	2,106.31	1,955.51	1,446 04	2,106 31	1,446.04	1 884 22
Power/Telecom Cable	1,615.91	1,525 22	1,213.60	1,615 91	1,213160	1 326 81
Others	1,036.02 160.72	986.4914727	764 63237.61	1,036.0216072	764.6323761	826 9123131
Total
Segment uabllitiesConductors	4,918.96	4,614.49	3,661.88	4 918.96	3 661 88	4 269 25
	1,915.33	1,733.32	1,185.64	1915.33	1 ,185 64	1 501 49
Transformer and Speciality 0118	1.239.58	1,087.36	770.62	1,239.58	770'62	974 46
Power/Telecom Cable Others	387.45	397.18139663	389.30	387.45137660	389'301,316.323,661.88	416 45137
	1 376.60		1,316.32			6854,269.25
Total	4,918.96	4,614.49	3,661.88	4,918.96

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• 1) Triis Statement has been prepared in accordance with the Companie§ (Indian Accounting Standards) Rules. 2015 (as amended) (lnd AS), prescribed under section 133 of the Companies Act, 2013 and other recognised accounting practlces and policies to the extent applicable
• 2) The Company has opted to publish consolldated tinancial results on quarterly basis from QIFY17-18 pursuant to the option made avallable as per regulation 33 of the S[Bl (Listing obligations and disclosure requirements) Regulations. 2015 as amended.
• 3) The above consolidated unaudited financial results were reviewed by the Audit Committee of Directors and approved by the Board Of Directors at theH meetlng held on 29th January, 2019. The Statutory Auditors of tho Company have camed out a limited revlow of the above Consolidatod results for the quarter ended 31st December, 2018 and have Issued an unmodified report on the said financial resiilts
• 4)TheCompanyhasaligneditspolicyofrevenuerecognitionwithINDAS115"RevenuofromContractwithCustorners"whichlseffectlvefrom1stApnl2018Therelsnoimpact on the financlal results upto 31 st March 2018 and also for the period encled 31 st December 2018. However,the export beneflts amoiintlng to Rs 4 92 Crores and Rs 14 89 Crores forthequarterandninemonthsonded31December2018,Rs5.37Croresforthoquarterended30September2018.Rs378CroresandRs11.98Crorestorthequarterand nlne months ended 31 December 2017 and Rs 15 62 Croros for the year ended 31 March 2018 rospectlvely which was hitherto Included ln sales Income has now been Included ln OtherOperatlngrevenuewhlchisdlsclosedasaseperatolineitomundertheheadof.lncomefromOperations'Thisad|ustmenthasnoimpacton`heprofitandlossandEqulty for the respective penods
• 5) Consequent to the introduction of Goods and Services Tax (GST) with effect from lst July,2017, Central Excise, Value Added Tax (VAT) etc have been subsumed Into GST ln accordance witn Indian Accounting Standard -115 on Revenue from Contract with Customers and schedule Ill Of the Companles act, 2013, unllke Excise Duties, levies llke GST VAT etc are not part of revenue. Accordingly, gross revenue from sale of products and s®rvices tor the nino months ended 31st December, 2018 are not comparable with the previous penod The following additional information is being provided to facilitate a meaningful companson

Segment revenue (net of excise duty / CST)
Conductors
Transformer and Speciality Oils
Power/Telecom Cable
Otllers
Less: Inter-Segment Revenue

6) Others / unallocated' segment liabilities ln tho segment infomation Includes equity share capltal and reserves amountlng to i 1159 87 crore as at 31st Dec,2018,€ 112514 crore as at 30th Sept,2018, {1111.22 crore as at 31st Mar, 2018, { 1070.47 crore as at 31st Doc, 2017.

7) The financial results of the Company are being forwarded to the Stock Exchanges (BSE and NSE) for uploading on their respecti avallable on the Company's websito viz . wwv`/.aDar.com

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8) Figures for previous periods/year have been regrouped, wherever necessary.

SHARP & TANNAN LLP Chartered Accountants

Firm's Registration No.127145W / W100218

Independent Auditor's limited review report on unaudited standalone financial results

Review Report to, The Board of Directors of APAR Industries Limited

• 1. We have reviewed the accompanying statement of unaudited standalone financial results of APAR Industries Limited (the Company') for the quarter and nine months ended 31 December 2018 (the Statement') attached herewith, being submitted by the Company pursuant to the requirement of regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as modified by circular No. CIR/CFDffAC/62/2016 dated July 5, 2016.
• 1. This Statement, which is the responsibility of the Company's management and approved by the Board of Directors, has been prepared in accordance with recognition and measurement principles laid down in Indian Accounting Standard 34 Interim Financial Reporting' (Ind AS 34') prescribed under section 133 of the Companies Act, 2013 (`the Act') read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to issue a report on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagement (SRE) 2410, `Review of Interim Financial Infomation Perfomed by the Independent Auditor of the Entity',issuedbythelnstituteofCharteredAccountantsoflndia.Thisstandardrequiresthatweplanand perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of the Company persormel and analytical proceduresappliedtofinancialdataandthusprovidelessassurancethananaudit.Wehavenotperformed an audit and accordingly, we do not express an audit opinion.

Page 1 of 2

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SHARP & TANNAN LLP

1. Based on our review conducted as stated above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with aforesaid Indian Accounting Standards and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with circular No. CIR/CFDffAC/62/2016 dated July 5, 2016, including the manner in which it is to be disclosed, or that it contains any material misstatement.

For Sharp & Tannan LLP Chartered Accountants Firm'sregistrationno.127145W/W100218

Firdosh D. Buchia Partner Membership no. 038332

Place: Mumbai Date: 29 January 2019

SHARP & TANNAN LLP Chartered Accountants

Firm's Registration No.127145W / W100218

Independent Auditor's limited review report on unaudited consolidated financial results

Review Report to The Board of Directors of APAR Industries Limited

• 1. We have reviewed the accompanying statement of unaudited consolidated financial results of APAR Industries Limited (the Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to asthe Group') for the quarter and nine months ended 31 December 2018 (`the Statement'), being submitted by the Company pursuant to the requirements of regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with circular No. CIR/CFD/FAC/62/2016 dated 5 July 2016.
• 1. This Statement, which is the responsibility of the Holding Company's management and approved by its Board of Directors, has been prepared in accordance with recognition and measurement principles laid down in Indian Accounting Standard 34 Interim Financial Reporting' (Ind AS 34'), as prescribed under section 133 of Companies Act, 2013 (`the Act') read with relevant rules issued there under and other accounting principles generally accepted in India. Our responsibility is to issue a report on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagement (SRE) 2410, `Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of Company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

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• Sr.No. Entity Name Relationship Country ofIncorporation ¹ Petroleum Specialities Pte. Limited Wholly owned subsidiary Singapore (`PSPL') 2 Petroleum Specialities FZE Wholly owned subsidiary of pspL U. A. E ³ APAR Transmission & Distribution Wholly owned subsidiary India Projects Private Limited
• 1. The Statement includes the results of the following entities:

• We did not review the financial statements of one subsidiary company incorporated outside India included in the Statement, whose financial statements reflect total revenue of Rs. 294.13 crore, loss after tax of Rs. 4.53 crore and total comprehensive income / (loss) of Rs. (6.03 crore) for the nine months ended 31 December 2018, as considered in the Statement. These financial statements have been reviewed by another auditor whose review report has been furnished to us by management and our opinion on the Statement, in so far as it relates to the amounts and disclosure of this subsidiary, is based solely on review report of the other auditor.

This subsidiary is located outside India whose financial statements have been prepared in accordance with accounting principles generally accepted in that country (`local GAAP') and which has been reviewed by another auditor under generally accepted auditing standards applicable in that country. The Holding Company's management has converted the financial statements of this subsidiary from local GAAP to accounting principles generally accepted in India. We have reviewed these conversion adjustments prepared by management of the Holding Company and reviewed by us. Our conclusion is not modified in respect of this matter.

1. The Statement includes the financial statements of one subsidiary company incorporated outside India, which has not been reviewed by their auditor, whose flnancial statements reflect total revenue of Rs.1.25 crore, profit after tax of Rs. 0.77 crores and total comprehensive income Rs. 2.48 crore for the nine months ended 31 December 2018, as considered in the Statement. These financial statements have been certified by management of that Company and have been furnished to us and our conclusion, is based solely on such financial statements certified by respective management. In our opinion, and according to information and explanation given to us by management of the Holding Company, these financial statements are not material to the Group. Our conclusion is not modified in respect of this matter.

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1. Based on our review conducted as stated above and based on the consideration of review report of the other auditor as referred to in paragraph 5 above and based on the unaudited interim financial information/results certified by management referred to in paragraph 6 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with aforesaid Indian Accounting Standards and other accounting principles accepted in India, has not disclosed the information required to be disclosed in terms of regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as modified by circular No. CIR/CFD/FAC/62/2016 dated 5 July, 2016, including the manner in which it is to be disclosed, or that it contains any material misstatement.

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Place: Mumbai Date: 29 January 2019