To,

The Members of

APT Packaging Limited

Aurangabad

Dear Members,

The Directors are pleased to present their 44^thAnnual Report on the performance of the Company for the financial year ended on 31^st March, 2024.

1. FINANCIALPERFORMANCE:

(Amount in Lakh)

2. OPERATIONS:-

During the year under review company has achieved 1271.06 Lakhs turnover against the previous year of 1421.84 Lakhs. The company has booked loss of Rs. (252.40) Lakhs as against the previous yearloss of Rs. (116.08)Lakhs.

3. ADOPTION OF IND AS:-

Company has adopted mandatory IND-AS for the whole year.

4. DIVIDEND:

During the year under review your Board of Directors do not recommend dividend for the financial year 2023-24.

5. CONSERVATION OF ENERGY, T ECHNOLOGY ABSORPTION AND F OREIGN

EXCHANGEEARNIGS ANDOUT-GO:

1. Conservation of Energy: The Company has installed the advanced machineries at its Haridwar base plant which consumed lower energy as compared to old machines. The company has replaced all the worn out electric bulbs, lights, LED lights for better process adopted for starting of plant to that the energy utilization will beminimum.

2. Technology Absorption: The Company has not carried any significant work on account of technology absorption.

3. Foreign Exchange Earning and Outflow: During the year company has earned Rs. 40.87 Lakhs as foreign exchange and total outflow was Rs. 6.36 Lakhs towards foreign currency expenses and other charges.

6. DEPOSIT:-

The Company has not accepted any deposits under section 73 of the Companies Act 2013 from the public during the financial year 2023-24.

7. REMUNERATION TOEMPLOYEES:

None of the directors, employees are getting the remuneration exceeding the prescribed limit under the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014; hence, the related information is not provided.

8. DIRECTORS RESPONSIBILITYSTATEMENT:

YourDirectorswishtoinformthemembersthattheAuditedAccountscontainingFinancialStatementsforthe year 2023-24 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 AccountantsAurangabad.

i) Inthepresentationofthefinancialstatements,applicableAccountingStandardshavebeenfollowed. ii) Theaccountingpoliciesareconsistentlyappliedandreasonable,prudentjudgmentandestimatesare 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 otherirregularities. iv)That the Directors had prepared the financial statements on a going concern basis;and 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 operatingeffectively. vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operatingeffectively.

9. DIRECTOR'S COMMENTS ON STATUTORY AUDITORS REPORT

a. Disclaimers made by the statutory auditors:-The accumulated losses of the company have exceeded its net worth. The accounts have, however been prepared by the management on a going concern basis.

Reply :- The net worth of the company has been fully eroded; however, the accounts of the company for the quarter ended have been prepared on a going concern basis in view continued business activity carried out during the year and future growth potential of the industry.

b. Disclaimers made by the statutory auditors:-The company has not provided for sales tax liabilities for 36.84 lakhs for the financial year 2015-16 and 2016-17.

Reply :- The comp any has not accounted for the liabilities of Rs. 36.84 Lakhs. The company has paid Rs. 4.82 Lakhs however the challan is under reconciliation and requisite submission of relevant.

c. Disclaimers made by the statutory auditors:-

The company has not provided/paid interest of Rs. 0.84 lakhs on delayed payment to parties covered under the provisions of Micro, Small and Medium enterprises development act 2006:- Reply:- he interest on account of delayed payment to MSME amounting to Rs. 0.84 lakhs has not been provided due to financial exigencies

d. Disclaimers made by the statutory auditors:-The company has not provided GST liabilities totaling Rs. 20.70 lakhs for the financial year 2019-20 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 made an appeal against this order before the appealed authority with a redeposit of Rs. 0.99 lakhs.

e. Disclaimers made by the statutory auditors:-The balances of Trade Receivables, Trade payable, Unsecured Loans, Employees, Loans and Advances are subject to confirmations and reconciliations. 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.

f. Disclaimers made by the statutory auditors:-Attention to the financial statement in respect of non provisioning of compensated absences based on actuarial valuation which is accounted for based upon liability determined by management considering balance leave of employees at the year end.

Reply:-The liability for compensated absences at the year end is Rs. 11.39 lakhs (including previous year Rs. 6.43 lakhs) as determined by the company without obtaining actuarial valuation and the same has been provided in the books of account.

g. Disclaimers made by the statutory auditors :- Attention to the financial statement in respect of non provisioning of doubtful debts amounting to 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, 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:-

The Board of director appointed CS Ganesh Palve, Proprietor of M/s. Ganesh Palve and Associates, Practicing Company Secretaries, Aurangabad as a Secretarial Auditors of your Company to issue a Secretarial Audit Report pursuant to Section 204 of the Companies Act, 2013 for the Financial Year 2023-24. Accordingly the Secretarial Auditors given their reports which is annexed ass Annexure-I

Secretarial Auditors Comments/Observations:-

A. Delayed in advertisement of Quarterly results in news papers for June-2023, September-2023 and December-2023 quarter respectively. B. Delayed in filling of ROC forms MGT-14; Form No. 15; Form No. AOC-4 XBRL, form No. MGT-7; Form No. PAS-6 Management Reply A:-Management is of the opinion that all delayed due to advance booking and availability of the space in news paper is required which could not be possible due to fund constraint. Management is of the view that all compliances has been done with additional fees to ROC. Due to fund constraint filling has been delayed. Management Reply B:-Management is of the view that all compliances has been done with additional fees to ROC. Due to fund constraint filling has been delayed.

12. RELATED PARTYTRANSACTIONS

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 statement of Related Party Transactions is also enclosed as a Note No. 41 with Balance Sheet.

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.aptpackaging.in/investor/index-46-of-SEBI.html

14. BOARD OFDIRECTORS

The Board of directors consists of following directors as on 31^st March, 2024:

During the year, the Board met on, 23^rdMay, 2023 (Adj 29^thMay2023), 14^thAugust, 2023, 30^thOctober, 2023, 10^thFebruary, 2024.

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 criteriaofindependenceasprovidedunder thelawandthatheorshe isnotawareofanycircumstanceorsituation, 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 externalinfluence.

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 associatescompany; the same has been reported in the financial statement.

17DISCLOSUREUNDERTHESEXUALHARASSMENTOFWOMENATWORKPLACE(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 s et up to redress

c omplaints received regarding s exual 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 2023-24.

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 OFSHARES:

Company has received Trading approval for its 2763467 equity shares vide notice no. 20220718-41 of dated 18^th July, 2022 and for its 2500000 equity shares vide notice no. 20220818-3 on 18^th August, 2022 respectively from BSE. The trading of 2763467 equity shares were effected from 20^th July, 2022 and Trading of 2500000 equity shares were effected from 19^th August, 2022 respectively. Companies securities are regularly traded on Bombay Stock Exchange.

20. DE-MATERIALIZATION PROCESS:-

The amendment to Regulation 40 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. According to said Regulation, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. In view of the above, Company has received Letter No. CDSL/OPS/IPO-CA/2022-23/CA-480974.001 dated 21^st July, 2022 for frozen dematerialized shares of 104219 from Central Depository Services Limited. The ISIN No. INE046E01025 is now activated and shareholders can convert their physical shares into dematerialization mode. Beside, company has taken additional connectivity facility for dematerialization of shares from National Depository Services Limited (NSDL) in addition to CDSL. Hence, members are informed that to convert their physical shares into dematerialization mode along with full KYC details in terms of SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021 read together with SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 and SEBI/HO/MIRSD/MIRSD-PoD-1/CIR/2023/37 dated 16^th March, 2023.

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 CORPORATEGOVERNANCE:

As per listing application and regulation of SEBI your company on voluntary basis prepared a report on Corporate Governance as required under the Listing Agreement with the Bombay Stock Exchange containing required details are 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.