To,

The Members of

APT Packaging Limited

Aurangabad

Dear Members,

The Directors are pleased to present their 42^nd Annual Report on the performance of the Company for the financial year ended on 31^st March, 2022.

2. OPERATIONS:-

During the year under review company has achieved 1279.84 Lakhs turnover against the previous year of 1660.64 Lakhs. The company has booked loss of Rs. (284.95) Lakhs as against the previous year of profit Rs. 262.76 Lakhs.

3. ADOPTION OF IND AS:-

Due to pandemic COVID-19 situation all over the country and company's mainly focus on the health on the employees, the board of directors planning to adopt Indian Accounting Standards ("Ind AS") on the normalization of the COVID-19 situation in the local area of the company where the registered office of the company is situated. Though it is mandatory to the company to adopt IND-AS management of the company decided to adopt the same as soon as possible.

4. DIVIDEND:

During the year under review your Board of Directors do not recommend dividend for the financial year 2021-22.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNIGS ANDOUTGO:

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 be minimum.

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 9.34 Lakhs as foreign exchange and total outflow was NIL Lakhs towards foreign currency travelling 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 year.

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 RESPONSIBILITY STATEMENT:

Your Directors wish to inform the members that the Audited Accounts containing Financial Statements for the year 2021-22 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. Nikhil N. Loya & Co., Chartered Accountants 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; 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 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

Reply to the disclaimers made by the statutory auditors on Non adoption of mandatory Ind AS IAR The management is of the opinion that the impact of adopting Ind AS would not be materially affect the financial result of the company as such and presently the shares of the company are suspended from trading due to procedural reasons. The company is pursuing with the Stock exchange for restoration of trading of shares of the company. In the meantime, the management of the company is planning to adopt the Ind-AS as soon as possible. (Refer Note No. 33).

Reply to the disclaimers made by the statutory auditors on Going Concern of IAR:-

In the opinion of the management, although the extra ordinary general meeting and shareholders have approved sale of both units at Pharola, Aurangabad and Laksar, Haridwar. The Land & Building at Pharola, Aurangabad has already been disposed & the unit is closed. But company's management has decided to revamp the capacity at Lakshar, Haridwar Plant for the reason of achieving operational efficiency and reduction in the cost of operations. In the meanwhile, until such time the sale of Plant is not affected. The management, therefore, have decided to prepare financials ongoing basis for the year. (Refer note no.36)

Reply to the disclaimers made by the statutory auditors on Inter corporate deposits of IAR:-

In the opinion of the management, the communication is in progress. The said inter corporate deposits are long term with zero interest and accordingly reflected in the financial statement of the company.

(Refer Note No. 31A (2))

Reply to the disclaimers made by the statutory auditors on Other Qualifications:- The bonus payable:-; The sale of fixed assets; The sale of investment in shares; he outstanding balances of debtors, creditors, loans and advances including inter corporate deposit (taken and given), balance with statutory/fiscal authorities (Assets &

Liabilities); estimation of uncertainties relating to Global Health Pandemic from COVID-19:-

The management is of the opinion that due to stringent financial crises and in-ordinary delay in recovery from sundry debtors, there were delay in remitting the statutory dues to the respective authority. The management will take due care of its internal resources and also taking the corrective step to smoothening the function of the company.

Disclaimers:- The Various statutory dues account and specifically the GST account is subject to reconciliation and adjustment If any:-

The management of the company is of the opinion that the impact of reconciliation will not have major amount and the difference if any, will accounted on completion of reconciliation.

Disclaimers:- The company is not maintaining Investment Register properly:- Reply:- The old investments in securities in the name of the company registered after procedure of police FIR for loss of securities, Indemnity and duplicate securities issued by the security holders.

10. AUDITORS:

M/s. Nikhil N. Loya & Co, 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 37^th Annual General Meeting held on 30^th September 2017 and the term of the existing auditors comes to an end on ensuing annual general meeting. Hence, looking into the matter board of directors recommended M/s. Gautam N. and Associates, Chartered Accountants firm No. 103117W, Aurangabad to be appointed as a statutory auditors of the company for five financial years with effect from 1^st of April, 2022 subject to approval of members in ensuing annual general meeting of the company.

11. SECRETARIAL AUDITORS:-

The Board of director appointed 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 2021-22. Accordingly the Secretarial Auditors given their reports which is annexed ass Annexure-I

Secretarial Auditors Comments/Observations:-

a. The revocation of suspension from trading till 31^st March,2022 from BSE.

b. Not furnishing of shareholding patterns and reconciliation of share Capital for whole year.

c. Non adoption of mandatory Indian Accounting Standards (Ind AS).

d. Non - furnishing of compliance certificate certifying maintaining physical & electronic transfer facility as per regulation 7.

e. Non-maintenance of company website as per regulation 46.

f. Not having whole time Company Secretary for the whole year.

g. Non-payment of ALF in advance for the FY2020-21 and 2021-22 respectively.

h. Not providing option of dematerialization of shares as per SEBI Circular SEBI/LAD- NRO/GN/2018/24 dated 8^th June, 2018, BSE Circular No. LIST/COMP/15/2018-19 dated 5^th July, 2018 during the year 2021-2022.

i. The terms and condition as well as tenure (term) and rate of interest of inter corporate deposits showed at INR 290.83 Comprises from group companies INR190.33 Lakhs and non-group companies INR 100.50 Lakhs (INR 121.69 Lakhs). The management has considered the same as long term with zero rate of interest and Other qualifications reported by Statutory Auditors Report 31.03.2022

Management Reply:-

Point a:- The company has received Trading approval from BSE vide BSE notice No. 20220718-41 on dated 18^th July, 2022 and the trading on these shares effected from 20^th July, 2022.

Point b, d:- The RTA agent stopped services due to non-payment of their outstanding dues. Recently company resolved the matter and shortly Company is sighing new agreement with RTA for its services.

Point c:- The management is of the opinion that the impact of adopting Ind AS would not be materially affect the financial result of the company as such and presently the shares of the company are suspended from trading due to procedural reasons. The company is pursuing with the Stock exchange for restoration

of trading of shares of the company. In the meantime, the management of the company is planning to adopt the Ind-AS as soon as possible.

Point e Due to insufficient fund and unskilled staff it is difficult to maintain the website of the company. But, company updating continuously on the website of BSE and through other sources to stakeholders.

Point f :-During the financial year 2021-22 company has not found suitable candidate who can be appointed Company Secretary as per terms of condition. But, after completion of financial year company has found suitable candidate and Mrs. Jyoti S. Bajpai holding membership No. A69024 of the Institute of Company Secretaries of India appointed as a Company Secretary of the Company with effect from 1^st July, 2022.

Point g :- Due to insufficient fund it was not possible your company to make the payment in time. Company has given undertaking to BSE and planning to make the payment as soon as possible.

Point h :- As the trading approval submitted to CDSL for 2763467 equity shares and NSDL now the options of dematerialization is now enabled for 2763467 equity share holders including propones and public. Company is waiting for the further approval of trading for 2500000 equity shares from BSE and presently dematerialization option is disabled at CDSL and NSDL.

Point i :- Inter corporate deposits of IAR:- In the opinion of the management, the communication is in progress. The said inter corporate deposits are long term with zero interest and accordingly reflected in the financial statement of the company and reply given by the management in their report under point no 9.

11. 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. 31 with Balance Sheet.

12. ABSTRACT OF ANNUALRETURN

Extract of the annual return in Form No. MGT-9 is attached herewith.

13. BOARD OFDIRECTORS

The Board of directors consists of following directors:

During the year, the Board met on, 30^thJune, 2021 (Adj 5^th' 7^th& 13^th July, 2021), 14^thAugust, 2021 (Adj 18^th August, 2021), 12^th November, 2021 (Adj 13^th November, 2021), 12^thFebruary, 2022 (Adj 14^thFebruary, 2022).

14. 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 gave 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.

15. 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 2021-22.

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 OFSHARES:

Company has received Trading approval for its 2763467 equity shares from BSE vide their notice no. 20220718-41 of dated 18^th July, 2022 and the trading on these shares effected from 20^th July, 2022. Besides, the trading approval for 2500000 equity shares are under process at BSE.

20. DE-MATERIALIZATIONPROCESS:-

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 IS IN 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

Out of total shares of 5263467 only 104219 shares have been dematerialized mode with CDSL. This amounts to only 1.9800% of the entire shares of the company. Members are advised to convert their physical shares into dematerialization mode immediately and keep update with BSE portal.

21. REPORT ON CORPORATE GOVERNANCE:

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. Directors regret the loss of life due to COVID-19 pandemic and are deeply regretful and have immense respect for every person who risks their life and safety to fight this pandemic.

For and on behalf of the Board