Apt Packaging Ltd Directors Report

To,

The Members of

APT Packaging Limited

Chh. Sambhajinagar (Aurangabad)

Dear Members,

The Directors are pleased to present their 45thAnnual Report on the performance of the Company for the financial year ended on 31st March, 2025.

1. FINANCIALPERFORMANCE:

(Amount in Lakhs)

PARTICULARS	For the year ended March 31, 2025	For the year ended March 31, 2024
Revenue from Operations	1359.79	1281.13
Other Income	0070.47	0090.72
Total Revenue	1430.26	1371.85
Finance Cost	0068.89	0072.95
Depreciation and Amortization	0089.83	0105.71
Profit/(Loss) before Exceptional & Extraordinary items	0030.49	(253.47)
Profit before Tax	0030.49	(253.47)
Tax Expenses	-	-
Income Tax- Earlier Period	(0.09)	(01.07)
Provision for Tax (Including Deferred Tax)	-	-
Profit/(Loss) after tax for the year	0030.58	(252.40)

2. OPERATIONS:-

During the financial year 2024-25, the Company recorded a turnover of ?1,359.79 Lakhs, registering an increase from ?1,281.13 Lakhs in the previous year. The Company posted a net profit of ?30.58 Lakhs, as against a net loss of ?252.40 Lakhs in the preceding year. This notable improvement underscores the positive impact of enhanced operational efficiency, improved market sentiment, and effective cost optimization strategies implemented by the management.

3. PREFERENTIAL ALLOTMENT OF 6550000 EQUITY SHARES AT A PREMIUM OF RS. 20/-

During the year the company decided to raise the funds to meet the companies requirement for working capital , expansion, modernization and for corporate purposes through preferential allotment of 65.50 lakhs shares at a premium of Rs. 20/- each. We are pleased to inform to the share holders that the preferential allotment of the shares since been completed and the requisite permission from the stock exchange has been received therefore these shares have become now listed on the stock exchange. The funds raised through the preferential allotment would unable us to undertake the expansion and modernization activities and also help in reducing the interest burden of the company.Pursuant to the preferential allotment of shares, the net worth of the Company has now turned positive.

4. DIVIDEND:

During the year under review, your Board of Directors has not recommended any dividend for the financial year 2024-25, with a view to conserve resources for future business requirements and growth opportunities.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNIGS ANDOUT-GO:

1. Conservation of Energy:-During the year under review, the Company adopted new processes and installed a modern plant designed to consume significantly lower energy compared to the earlier machinery. All worn-out electric bulbs and lights were replaced with energy-efficient LED fixtures. Additionally, improved plant start-up procedures have been implemented to ensure optimum energy utilization.

2. Technology Absorption:-The Company has not undertaken any significant activities relating to technology absorption during the year.

3. Foreign Exchange Earnings and Outgo:-During the year, the Company earned ? 160.45 Lakhs in foreign exchange. The total outflow on account of foreign currency expenses and other charges amounted to ? 146.15 Lakhs.

6. DEPOSIT:-

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the rules made thereunder during the financial year 2024-25.

7. REMUNERATION TOEMPLOYEES:

None of the Directors or employees of the Company is in receipt of remuneration exceeding the limits prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, the disclosure required under the said Rules is not applicable.

8. DIRECTORS RESPONSIBILITYSTATEMENT:

Your directors wish to inform the members that the Audited Accounts containing Financial Statements for the year 2024-25 are in full conformity with the requirements of the Companies Act, 2013. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and present the Companys financial position and result of operations. These Statements are audited by the Statutory Auditors M/s. Gautam N and Associates, Chartered Accountants Chh. Sambhajinagar (Aurangabad).

i) In the presentation of the financial statements, applicable Accounting Standards have been followed.

ii) The accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year.

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors had prepared the financial statements on a going concern basis.

v) That the Directors had laid down internal financial control system which is followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. DIRECTORS COMMENTS ON STATUTORY AUDITORS REPORT

a. Disclaimers made by the statutory auditors:-a. The company has not provided/ paid interest of Rs

0.57 Lakhs for the year on delayed payment to parties covered under the provisions of Micro, Small and Medium Enterprises Development Act, 2006. Refer note no 16.2 to the financial statements.

Reply :- The interest on account of delayed payment to MSME amounting to Rs. 0.57 lakhs has not been provided due to financial exigencies..

b. Disclaimers made by the statutory auditors:-The company has not provided GST liability totaling Rs. 20.70 Lakhs for the financial year 2019-20 for the reasons stated in note no - 29(g) to the financial statements. The appeal against this order has been filed before the appellate authority.

Reply :- The demand notice for Rs. 20.70 lakhs issued by Goods and Service Tax department in respect of excess outward tax in GSTR1 compared to GSTR3B and excess ITC claim in GSTR3B for financial year 2019-20 for Aurangabad branch. The company has preferredan appeal.

c. Disclaimers made by the statutory auditors:-The balances of Trade Receivable, Trade Payable, Unsecured Loans, Employees, Loans and Advances are subject to confirmations and reconciliation. Refer note no 33 to the financial statements.

Reply:-Certain accounts of Trade Receivable, Trade payable, Unsecured Loans, employees, Loans and Advances are subject to confirmation and reconciliations, if any. The difference as may be noticed on reconciliation will be duly accounted for on completion thereof. In the opinion of the management, the ultimate difference will not be material.

d. Disclaimers made by the statutory auditors:-Attention is invited to note No 7.4 to the financial statement in respect of non-provisioning of doubtful debts amounting Rs. 11.45 Lakhs.

Reply:-The necessary arrangement for the recovery of debts are under process

10. AUDITORS:

M/s. Gautam N and Associates, Chartered Accountants were appointed as the Statutory Auditors of the company under Section 139(1) of the Companies Act, 2013, for a period of 5 years in the 42ndAnnual General Meeting held on 29thSeptember 2022 Hence, looking into the expertise in the field of taxation and vast experience board of directors recommended ratification of re-appointment of M/s. Gautam N. and Associates, Chartered Accountants firm No.103117W, Chh. Sambhajinagar (Aurangabad) as a statutory auditors of the company for further period of one year subject to approval of members in ensuing annual general meeting of the company.

11. SECRETARIAL AUDITORS:-

On the basis of the recommendation of the Audit Committee, the Board of Directors recommends the appointment ofCS Ganesh Palve, Proprietor of M/s. Ganesh Palve& Associates, Practicing Company Secretaries, Chhatrapati Sambhajinagar (Aurangabad), as the Secretarial Auditor of the Company, pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, to conduct the Secretarial Audit of the Company and issue a Secretarial Audit Report.

The appointment is proposed for a first term of five (5) consecutive years, commencing from 1stApril, 2025 and ending on 31stMarch, 2030, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

The Secretarial Audit Report for the Financial Year 2024-25, issued by the Secretarial Auditors enclosed herewith as Annexure - I to this Report, in compliance with the requirements of Section 204(1) of the Companies Act, 2013

Secretarial Auditors Comments/Observations:-

A. Delayed in advertisement of Quarterly results in news papers for June-2024, September-2024 and December-2024 quarter respectively.

Managements Reply: The quarterly results for publication in news papers for June-2024, sept-2024 and December-2024 respectively for publication in news paper were given to add agency well within the time. However the delay occurred in publication may be due to the availability of space and therefore it is delayed.

B. Delayed in filling of ROC forms Dir-12.

Management Reply B:-The filing of ROC forms relating to the resignation of the Independent Director was delayed due to procedural and administrative reasons. The Company has since completed the filing with the Registrar of Companies along with the payment of applicable additional fees.

12. RELATED PARTYTRANSACTIONS

The Company has entered into certain transactions with related parties in accordance with Section 188(1) of the Companies Act, 2013. The prescribed disclosure in Form AOC-2 is annexed to this Report and forms an integral part thereof. Further, the statement of Related Party Transactions is provided in Note No. 40 to the Financial Statements.

13. ABSTRACT OF ANNUALRETURN

Extract of the annual return Pursuant to sub-Section(1) of section 92 of the Companies Act, 2013 and subrule (1) of rule 11of the Companies (Management and Administration) Rules, 2014 will be available on the website of the company under link:- http://www.aptpackag ing.i n/investor/i ndex-46-of-SEBI .html

14. BOARD OFDIRECTORS

The Board of directors consists of following directors as on 31st March, 2025:

SR	NAME OF DIRECTOR	DESIGNATION
01.	Mr. Arvind Krishnagopal Machhar	Managing Director (Executive)
02.	Mr. Sandeep Bhagawatiprasad Machhar	Director (Non-Executive)
03.	Mr. Ghevarchand Motilal Bothara	Independent Director
04.	Mrs. Rupali Abhijeet Bothara	Independent Director
05.	Mr. Balaprasad Harinarayan Tapdiya (Up to 4th Sept-2024)	Independent Director

During the year, the Board mate on, 28rdMay, 2024, 12thAugust, 2024, 4thSeptember, 2024, 22nd October, 2024, 29th January, 2025, 5th February, 2025 and 18thMarch, 2025.

15. DECLARATION FROM DIRECTORS AND INDEPENDENT DIRECTORS

All executive directors, Non-executive directors and Independent Director of the Company, at the first meeting of the Board of directors given a declaration of non-disqualification and that he or she meets the criteria of independence as provided under the law and that he or she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his or her ability to discharge his or her duties with an objective independent judgment and without any external influence.

16. RISKMANAGEMENT

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Sr No	Name of the Director	Designation
01.	Mr. Arvind Krishnagoapl Machhar	Chairman of RMC and Managing Director of Company
02.	Mr. Gheverchand Motilal Bothara	Chairman of ACM and - Independent Director

16. PARTICULARS OF LOANS, GUARANTEES ANDINVESTMENTS

The detailed note regarding guarantees or investments in accordance with section 186 of the Companies Act, 2013 given in the annual report. The advances to an associates company; the same has been reported in the financial statement.

17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (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 the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2024-25.

No. of complaints received	- Nil
No. of complaints disposed off	- Nil

18. INSURANCE:

All the properties of the Company including Plant & Machinery, Buildings, Vehicles wherever necessary and to the extent required have been adequately insured.

19. LISTING OF SHARES:

The equity shares of the Company have been actively traded on the stock exchange since July 2022. Recently, the Company received listing and trading approval for 65,50,000 equity shares issued on a preferential basis to the promoters and public shareholders.

20. DE-MATERIALIZATION PROCESS:-

The equity shares of the Company are admitted for dematerialization with both the depositories in India— National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)—under the ISIN INE046E01025. The shares of the Company are compulsorily traded in dematerialized form on all recognized stock exchanges in India. Shareholders holding shares in physical form are requested to convert their holdings into dematerialized form through their Depository Participant

(DP) to facilitate easy and faster transactions, elimination of risk of loss in postal transit, and avoidance of issues relating to physical share certificates.

Company has maintained suspense account in the name of "APT Packaging Ltd -Securities suspense account” maintained with HDfC Bank Ltd, Aurangabad in account No. 1301240006224148.

21. REPORT ON CORPORATE GOVERNANCE:

As per listing application and regulation of SEBI your company on voluntary basis prepared a report on CorporateGovernanceasrequiredundertheListingAgreementwiththeBombayStockExchangecontainingrequir eddetailsare enclosed and forms part of the report of the Board of Directors on voluntary basis.

22. DETAILS OF APPLICATIONS MADE OR PROCEEDINGS UNDER INSOLVANCY AND BANKRUPTCY CODE 2016:-

During the year under review there were no applications made or proceedings in the name of the company under the Insolvency Bankruptcy Code, 2016.

23. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:-

During the year under review there has been no one time settlement of loan taken from Bank and Financial institution.

24. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, customers, vendors and members during the year under review. Your director also wish to place on record their deep sense of appreciation for the services rendered by executive, staff and workers.

	For and on behalf of the Board
	Sd/-	Sd/-
Place: Chh. Sambhajinagar (Aurangabad)	Arvind Machhar	Sandeep Machhar
Date: 1st August, 2025	Managing Director	Director
	DIN:00251843	DIN:00251892