To, The Members of APT Packaging Limited Chh. Sambhajinagar (Aurangabad) Dear Members,
Dear Members,
The Directors are pleased to present their 46th Annual Report on the performance of the Company for the financial year ended on 31st March, 2026.
(Amount in Lakhs)
| PARTICULARS | For the year ended March 31, 2026 | For the year ended March 31, 2025 |
| Revenue from Operations | 2250.11 | 1359.79 |
| Other Income | 0034.54 | 0070.47 |
| Total Revenue | 2284.65 | 1430.26 |
| Finance Cost | 0042.69 | 0068.89 |
| Depreciation and Amortization | 0124.45 | 0089.83 |
| Profit/(Loss) before Exceptional & Extraordinary items | 0160.63 | 0030.49 |
| Profit before Tax | 0160.63 | 0030.49 |
| Tax Expenses | -- | -- |
| Income Tax- Earlier Period | - | (0.09) |
| Provision for Tax (Including Deferred Tax) | -- | -- |
| Profit/(Loss) after tax for the year | 0160.63 | 0030.58 |
During the financial year 2025-26, the Company recorded a turnover of 2250.11/- Lakhs an increase of 65.47% from the previous year turnover of 1,359.79/- Lakhs. The Company posted a net profit of 160.63/- Lakhs and increase of 494.69% from the net profit of 30.58/- lakhs in the previous year.
As decided Company has raised funds to meet its working capital requirements, finance expansion and modernization initiatives, and support general corporate purposes through the preferential allotment of 65,50,000 equity shares at a premium of 20 per equity share.
The Board is pleased to inform the shareholders that the preferential allotment has been successfully completed. The Company has received the necessary approvals from the Stock Exchange, and the equity shares so allotted have been duly listed and admitted for trading.
The funds raised through the preferential issue will strengthen the Companys financial position and facilitate the implementation of its expansion and modernization plans. Further, the additional capital will help reduce the Companys interest burden by enabling repayment of certain borrowings and improving its overall capital structure. Consequent to the successful completion of the preferential allotment, the net worth of the Company has turned positive, reflecting a significant improvement in its financial health and providing a strong foundation for future growth.
During the year under review, your Board of Directors has not recommended any dividend for the financial year 2025-26, in order to conserve resources and strengthen the financial position of the Company.
The companys continuous efforts of improving efficiency and modernizing the products as pe the market demand the order position of the company and the profitability therefor has improve which has also let to the increase in the turnover. The company is committed to further modernize and improve efficiency in coming year to increase the market reach and profitability.
The Company does not have any Subsidiary, Associate and Joint Venture company.
Particulars of loans given, guarantees provided, securities furnished and investments made by the Company, covered under the provisions of Section 186 of the Companies Act, 2013, are disclosed in the notes forming part of the Financial Statements. The details thereof are provided in the Financial Statements.
The company had entered into certain transaction with the related parties in terms of the Sec 188 (1) of Companies Act, 2013, and Form AOC-2 is attached with this report and form part of this report.
The Board of Directors of the Company comprises individuals possessing diverse experience, expertise, and knowledge in their respective fields. The Directors provide strategic guidance, effective oversight, and valuable inputs in the management and affairs of the Company. The Board functions in a transparent and efficient manner and plays a vital role in ensuring sound corporate governance and sustainable growth of the Company.
The composition of the Board is in conformity with the provisions of the Companies Act, 2013, the Rules made thereunder, and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board provides leadership, strategic direction, and supervision to the management and oversees the Companys operations and performance.
As on March 31, 2026, the Board of Directors of the Company comprised the following Directors:
| SR | NAME OF DIRECTOR | DESIGNATION |
| 01. | Arvind Machhar | Managing Director |
| 02. | Suyog Machhar | Joint Managing Director |
| 03. | Sandeep Machhar | Director |
| 04. | CA Vikas Tapdiya | Independent Director |
| 05. | CA Soham Kotak | Independent Director |
| 06. | Adv. Sidhant Somani | Independent Director |
2026, the Key Managerial Personnel comprised the following KMPs:-
| SR | NAME OF KEY MANAGERIAL PERSONNEL | DESIGNATION |
| 01. | Arvind Machhar | Managing Director |
| 02. | Suyog Machhar | Joint Managing Director |
| 03. | Shrikant Wani | Chief Financial Officer |
| 04. | Avnish Kumar Shrivastava | CEO (w.e.f 28.04.2026) |
| 05. | Jyoti Bajpai | Company Secretary |
During the financial year under review, there were changes in the composition of the Board of Directors and the management of the Company.
Mr. Suyog Sunil Machhar was appointed as the additional (Joint Managing) director of the Company. Further, CA Vikas Tapdiya, CA Soham Kotak and Adv. Sidhant Somani were appointed as Additional Directors (Independent Category) on the Board of the Company. Subsequently, the Members of the Company, at the ensuing General Meeting, approved and regularised their appointments as Independent Directors for the respective terms in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year, CA Ghevarchand Motilal Bothara and CA Rupali Bothara ceased to be Independent Directors upon completion of their tenure of ten (10) consecutive years on the Board. The Board places on record its sincere appreciation for their valuable guidance, dedicated services and significant contribution made during their tenure as Independent Directors of the Company. Mr. Avnish Kumar Shrivastav has been appointed as a CEO with effect from 28th April, 2026.
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013 and that they are not aware of any circumstance or situation which exists or may reasonably be anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
The Board of Directors meets at regular intervals to deliberate on matters relating to the Companys business operations, strategic initiatives, policies, governance matters, and financial performance. The meetings are convened in compliance with the provisions of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the financial year ended March 31, 2026, five (5) meetings of the Board of Directors were held. The intervening gap between any two consecutive meetings did not exceed the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
| First Quarter March to June | Second Quarter July to September | Third Quarter October to December | Fourth Quarter January to March | Total board meetings |
| 8th May, 2025 & 28th May, 2025 | 1st August, 2025 | 10th November, 2025 | 27th January, 2026 | 5 |
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013, read with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, the performance of its Committees and individual Directors for the financial year ended March 31, 2026.
The evaluation was carried out based on various parameters, including the composition and effectiveness of the Board and its Committees, participation and contribution of Directors, effectiveness of Board processes, quality and timeliness of information provided to the Board, discharge of statutory and fiduciary
responsibilities, and overall effectiveness of the Board and its Committees.
The performance of individual Directors was evaluated with reference to their respective roles and responsibilities, attendance and participation in meetings, contribution to discussions and decision-making, knowledge and understanding of the Companys business, independent judgement and overall contribution to the effective functioning of the Board.
The performance of the Committees of the Board was evaluated with reference to their respective terms of reference, effectiveness in discharging their functions, quality of deliberations, participation of members and compliance with applicable statutory and regulatory requirements.
The Board also evaluated the performance of the Chairperson, taking into account the views of the Executive Directors and Non-Executive Directors.
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 42nd Annual General Meeting held on 29th September 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 of 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. The Auditors have confirmed that they continue to satisfy the eligibility criteria prescribed under Sections 139 and 141 of the Companies Act, 2013 and the applicable Rules made thereunder.
The Statutory Auditors have issued their Audit Report on the Standalone Financial Statements of the Company for the financial year ended March 31, 2026. The details of qualification are as under:-
a) The Company has not provided GST liability totalling Rs. 20.70 lakhs for the financial year 2019-20 as the same is not considered payable by the company. The appeal against this order has been filed before the appellant authority. Refer Note no-30 (g) to the financial statement.
b) The balances of trade receivables, Trade payable, Employees, loans and advances are subject to confirmation and reconciliation Refer Note no 33 to the financial statement.
c) Attention is invited to note no 8.4 to the financial statement in respect of no provisioning of doubtful debts amounting to Rs. 11.45/- lakhs.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, CS Ganesh Palve, Practicing Company Secretary, was appointed by the Members of the Company at the previous Annual General Meeting as the Secretarial Auditor of the Company for a term of ten (10) consecutive financial years, in accordance with the applicable provisions of the SEBI (LODR) Regulations.
Accordingly, CS Ganesh Palve, Practicing Company Secretary, continued as the Secretarial Auditor of the Company for the financial year ended March 31, 2026. The Secretarial Audit Report for the financial year ended March 31, 2026, in the prescribed Form MR-3, forms part of this Boards Report as Annexure - A
Observation: a. Company had not appointed a Designated Depository for monitoring foreign investment in terms of SEBI Circular No. IMD/FPIC/CIR/P/2018/61 dated April 5, 2018.
Reply: The Board submits that the Company has historically witnessed minimal foreign investment in its equity shares and, accordingly, the requirement had not been implemented earlier. However, recognizing the regulatory requirement, the Company has completed the appointment of designated depository. The CDSL has been appointed for this purpose.
1. Regulation 31(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as 50,240 equity shares, representing 0.85% of the total shareholding of the Promoter and Promoter Group, continue to be held in physical form.
Reply: The remaining 50,240 equity shares of the Promoter and Promoter Group, representing 0.85% of their total shareholding, are under process of dematerialization. The process has been delayed due to pending transmission formalities, KYC updating and resolution of certain queries/documents raised by the Registrar and Share Transfer Agent/Depositories. The Company is taking necessary steps in coordination with the concerned shareholders and the Registrar and Share Transfer Agent to complete the dematerialization process at the earliest.
Apart from above the Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. Accordingly, no explanation is required to be furnished by the Board in this regard.
The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. During the financial year under review, no material weakness was observed in the design or operation of the internal financial controls.
The provisions relating to constitution of a Risk Management Committee under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.
Pursuant to the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The Whistle Blower Policy is available on the website of the Company at
The Vigil Mechanism provides adequate safeguards against victimization of persons who use such mechanism and also provides for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The Company affirms that during the year under review, no personnel was denied access to the Chairperson of the Audit Committee.
The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company.
During the financial year under review, no employee was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) and Rule 5(3) of the said Rules of section 197.
In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the relevant information is provided below:
Conservation of Energy: The Company continues to place a strong emphasis on energy conservation and accordingly company has appointed the an experience third party energy auditor to ensure energy conservation. Technology Absorption: During the year under review, the Company has adopted significant initiatives related to technology absorption and updating of the of new technology. Foreign Exchange Earning and Outflow: There was no foreign exchange earnings Rs. 74.84/- Lakhs and outflow 430.34/- Lakhs during the financial year under review.
Extract of the annual return Pursuant to sub-section(1) of section 92 of the Companies Act, 2013 and sub-rule (1) of rule 11 of the Companies (Management and Administration) Rules, 2014 will be available on the website of the company under link:- https:
There were no significant and material orders passed by any Regulator, Court, Tribunal or other statutory authority during the financial year under review which would impact the going concern status of the Company or its future operations.
The Statutory Auditors of the Company have not reported any instance of fraud committed in the Company by its officers or employees as specified under Section 143(12) of the Companies Act, 2013 during the financial year under review.
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013, namely Secretarial Standard-1 (SS-1) relating to Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) relating to General Meetings.
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:
1. In the preparation of the annual financial statements for the financial year 2025-26, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
2. The Directors 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 as at the end of the financial year and of the profit and loss of the Company for that period;
3. The Directors have 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;
4. The Directors have prepared the annual financial statements on a going concern basis;
5. The Directors have laid down internal financial controls to be followed by the Company and that such controls are adequate and were operating effectively; and
6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
The audited financial statements for the financial year 2025-26, as approved by the Board, are in full conformity with the requirements of the Companies Act, 2013. Your directors believe that the financial statements fairly present the form and substance of the transactions carried out during the year and reflect the Companys financial position and performance. These statements have been audited by the Statutory Auditors, M/s. Gautam N. Associates, Chartered Accountants, Chhatrapati Sambhajinagar.
Following the adoption of Indian Accounting Standards (Ind AS), the Company has prepared Standalone Financial Statements to reflect the financial position and results of operations.
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 2025-26. No. of complaints received- 2, No. of complaints disposed off- 2
3. DETAILS OF IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has in place adequate internal financial controls with reference to financial statements and that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
The equity shares of the Company are listed on BSE Limited. During the financial year under review, the provisions relating to Corporate Governance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 became applicable from September quarter to the Company.
Accordingly, the Company has complied with the applicable Corporate Governance requirements prescribed under the SEBI (LODR) Regulations, 2015. A separate Corporate Governance Report, together with the requisite Certificate from the Practising Company Secretary confirming compliance with the conditions of Corporate Governance, forms an integral part of this Annual Report. The Company is committed to maintaining the highest standards of corporate governance and continues to adopt best governance practices to ensure transparency, accountability, fairness and ethical conduct in all its business dealings.
The relation with the employees continued to be cordial during the year. The directors wish to place on record their sincere appreciation for the excellent team spirit with which they have worked for the progress of the Company.
During the year under review there were no applications made or proceedings in the name of the company under the Insolvency Bankruptcy Code, 2016.
During the year under review there has been no one time settlement of loan taken from Bank and Financial institution.
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.
The Directors place on record their appreciation of the services rendered by Banks and Government Authorities for their continued support.
For APT PACKAGING LIMITED
SD/- SD/- Mr. Arvind Machhar Managing Director Din:- 00251843
Mr. Suyog Machhar Joint Managing Director Din:- 00249147
Date:- 27th July, 2026 Place:- Chh. Sambhajanagar
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