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

1. FINANCIALPERFORMANCE:

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 Company’s 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. DIRECTOR’S 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 42^ndAnnual
General Meeting held on 29^thSeptember 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 1^stApril, 2025
and ending on 31^stMarch, 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.

Management’s 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 sub¬
rule (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 31^st March. 2025:

During the year, the Board mate on, 28May, 2024, 12August, 2024, 4September, 2024, 22^nd October,
2024, 29^th January, 2025, 5^th February, 2025 and 18^thMarch, 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.

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: 1^st August, 2025 Managing Director Director

DIN: 00251843 DIN: 00251892