Andhra Pradesh Tanneries Ltd Directors Report

[Pursuant to Section 134(3) of the Companies Act, 2013]

To

The Members

ANDHRA PRADESH TANNERIES LIMITED

The Directors have pleasure in presenting the Fifty First Annual Report together with the Audited Financial Statements for the year ended on March 31, 2025.

OPERATIONS AND FINANCIAL RESULTS:

The Companys Plant is still not operational. The working results of the Company shows Net Loss of Rs. 27,29,000/-for the financial year 2024-2025 and the losses are due to administrative expenses incurred during the year 2024-2025.

TRANSFER TO RESERVES

There was no transfer made to any Reserve during the year.

DIVIDEND

The Board of directors do not recommend any dividend for the financial year 2024-2025.

MANAGEMENTS DISCUSSION AND ANALYSIS

Due to no operations, the Management Discussion and Analysis report are not given.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR:

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

4 (Four) meetings of the Board of Directors were held during the year on 29.05.2024, 13.08.2024, 13.11.2024 and 14.02.2025. The details of attendance at the meetings of board of directors are annexed to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL A] Appointments:

1. In accordance with the provisions of Section 152 of the Act, Mr. Narasimha Reddi Akkineni (DIN: 09435476), Director, retires at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

2. During the year, Mr. Narasimha Reddi Akkineni (DIN: 09435476) was appointed as Whole-time Director of the Company, designated as an Executive Director and Chief Financial Officer of the Company for a period of five years with effect from Friday, December 13, 2024.

B] Cessations:

1. During the year under review, Ms. Maitri Gala (ACS: A67671) ceased to be a Company Secretary of the Company w.e.f. April 16, 2024 Due to personal reasons. The Board places on record its appreciation for their invaluable contribution and guidance provided to the Company.

2. During the year under review, Ms. Sugandha Shelatkar (DIN: 06906156) ceased to be Director of the Company w.e.f. June 22, 2024 upon completion of her term as an Independent Director. The Board places on record its appreciation for their invaluable contribution and guidance provided to the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

Directors who are independent directors, have given declaration as required under section 149(7) of the Act that each of them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES a. Board of Directors:

The Board of Directors comprises of the following Directors:

Ms. Sugandha Digambar Shelatkar (Ceased w.e.f. 22.06.2024)	Independent Director
Mrs. Uma Yelevarthy	Director
Mr. Glen Sylvester Mascarenhas	Independent Director
Mr. Narasimha Reddi Akkineni	Whole-Time Director and CFO
Mr. Vibheeshana Rao Busurothu	Independent Director

The Board of Directors of your Company met 4 (Four) meetings of the Board of Directors were held during the year on 29.05.2024, 13.08.2024, 13.11.2024 and 14.02.2025.

Name of the Director	No. of Board Meetings attended
Ms. Sugandha Digambar Shelatkar (Ceased w.e.f. 22.06.2024)	1
Mrs. Uma Yelevarthy	4
Mr. Glen Sylvester Mascarenhas	4
Mr. Narasimha Reddi Akkineni	4
Mr. Vibheeshana Rao Busurothu	4
b. Audit Committee:
The Audit committee of the Board of directors of the Company consists of the following members:
1. Mr. Vibheeshana Rao Busurothu	Independent Director
2. Mr. Glen Sylvester Mascarenhas	Independent Director
3. Mrs. Uma Yelevarthy	Director

Members of the Audit Committee met 4 (Four) times during the year i.e. on 29.05.2024, 13.08.2024, 13.11.2024 and 14.02.2025.

The details of meetings attended by the members are as follows:

Name of the Director	No. of Meetings attended
Ms. Sugandha Digambar Shelatkar	1
(Ceased w.e.f. 22.06.2024)
Mr. Glen Sylvester Mascarenhas	4
Mr. Vibheeshana Rao Busurothu	4
Mrs. Uma Yelevarthy	3

c. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Board of directors of the Company consists of the following members:

1.	Mr. Glen Sylvester Mascarenhas	Independent Director
2.	Mr. Vibheeshana Rao Busurothu	Independent Director
3.	Mrs.Uma Yelevarthy	Director

Members of the Nomination and Remuneration Committee met 3 (Three) time during the year i.e. on 29.05.2024, 13.08.2024 and 13.11.2024 The details of meetings attended by the members are as follows:

Name of the Director	No. of Meetings attended
Ms. Sugandha Digambar Shelatkar (Ceased w.e.f. 22.06.2024)	1
Mr. Glen Sylvester Mascarenhas	3
Mr. Vibheeshana Rao Busurot	3
Mrs. Uma Yelevarthy	2

d. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee of the Board of directors of the Company consists of the following members:

1.	Mr. Glen Sylvester Mascarenhas	Independent Director
2.	Mr. Vibheeshana Rao Busurot	Independent Director
3.	Mrs. Uma Yelevarthy	Director

Members of the Stakeholders Relationship Committee met 1 (One) times during the year i.e. on 29.05.2024 The details of meetings attended by the members are as follows:

Name of the Director	No. of Meetings attended
Ms. Sugandha Digambar Shelatkar (Ceased w.e.f. 22.06.2024)	1
Mr. Glen Sylvester Mascarenhas	1
Mr. Vibheeshana Rao Busurothu	1
Mrs. Uma Yelevarthy	0

VIGIL MECHANISM

The Company has in place Whistle Blower Policy to provide a mechanism ("Vigil Mechanism") for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act. The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Company‘s website (http:/ /www.aptl.net.in/)

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors, and senior management as adopted by the Board of Directors are placed on the website of the Company (http://www.aptl.net.in/). There has been no change in the policies since the last financial year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

(iii) they have taken proper and sufficient care 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;

(iv) they have prepared the annual accounts on a going concern basis; The Management is in process for making efforts to revive the operations of the Company.

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has system of internal financial controls commensurate with its nature and size of operation of the Company.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company does not have any subsidiary/ joint ventures/ associates.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 Annual Return of the Company as at 31^st March, 2025 is uploaded on the website of the Company a https://www.aptl.net.in/annual_return.html

AUDITORS

The Members of the company had, at its Annual General Meeting (AGM) held on 18^th March, 2025 appointed M/s Bhogilal C. Shah & Co., Chartered Accountants (Firm Registration No: 101424W) as the Statutory Auditors for a further period of 5 (five) consecutive years from the conclusion of the Fiftieth (50th) AGM till the conclusion of the fifty-fifth (55^th) AGM held in the year 2029. M/s Bhogilal C. Shah & Co., Chartered Accountants, have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practising Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2024-2025. The Secretarial Auditors Report is annexed as Annexure I.

AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The auditors report contain qualifications and are also self-explanatory.

As regards observations of Secretarial Auditors in their report, your directors have to state that they are also self-explanatory.

During the year under review, there were no instances of fraud reported by the auditors, under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.

SECRETARIAL STANDARDS

The company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Due to no operations, Conservation of energy, Technology Absorption, Foreign Exchange Earnings and Outgoing are Not Applicable to the Company.

PARTICULARS OF EMPLOYEES

Due to no operations, there is no employee in the company who are receiving remuneration, so no information is required to be given under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

There are no significant or material orders passed by any regulator or court that would impact the going concern status of the Company and its future operations.

COST AUDITORS

The provisions of section 148 are not applicable to the Company and accordingly the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the companies act, 2013, is not required by the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments during the year ended March 31, 2025.

RISK MANAGEMENT POLICY

The Company has in place the risk management policy.

RELATED PARTY TRANSACTIONS

There were no Related Party Transactions during the year.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In view of Non-operational of company Evaluation of Board, its Committees and Individual Directors not carried out.

DISCLOSURE

The company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

LISTING AGREEMENT AND LISTING FEES

The Company entered into Listing Agreement with BSE Limited in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 issued on September 2, 2015 effective from December 1, 2015.

The Company has not paid the listing fees to BSE Limited for the year 2024-2025.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 ("the Act") read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The particulars are as follows:

(a) Number of complaints of sexual harassment received in the year – NIL (b) Number of complaints disposed off during the year – NIL

(c) Number of cases pending for more than ninety days – NIL

COMPLIANCE OF THE PROVISION RELATING TO THE MATERNITY BENEFIT ACT 1961

The Company is in compliance with Maternity Benefit Act, 1961 during the financial year 2024-2025.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and in view of recent amendments to the SEBI (Prohibition of Insider Trading) 2015 by SEBI (Prohibition of Insider Trading)(Amendment) Regulations, 2018, the Policy on Determination of Legitimate purpose and the Policy on inquiry in case of leak or suspected leak of UPSI are adopted by the Company and are made available on the Website of our Company.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance is not mandatory to the Company.

DISCLOSURES AS PER THE MATERNITY BENEFIT ACT, 1961

During the period under review, the Company has complied with all the provisions of the Maternity Benefit Act, 1961.

On behalf of the Board of Directors	Busurothu Vibheeshana Rao	Narasimha Reddi Akkineni
ANDHRA PRADESH TANNERIES LIMITED	Director	Wholetime Director
Place: Mumbai	DIN No. 09435439	DIN No. 09435476
Date: 14.08.2025