Apt Packaging Ltd - AGM Information 2024

CIN L24100MH1980PLC022746 Ref No. APT/2024-25/CS/39

Date: 06-09-2024

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To, THE DEPARTMENT OF CORPORATE SERVICES BSE LIMITED. PHIROZE JEEJEEBHOY TOWERS, DALAL STREET, MUMBAI — 400001

Scrip Code: 506979_APT Packaging Ltd

Sub: : Intimation of date of the 44[th] Annual General Meeting (AGM) and its related information by APT Packaging Limited.

Dear Sir/Madam,

This is to inform you that the 44[th] Annual General Meeting (AGM) of the Company is scheduled to be held on Monday, 30[th] Septemebr, 2024 at 12:00 Noon through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM), in accordance with the relevant Circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.

Further, please note that the Company has fixed following dates in connection with its 44[th] Annual General Meeting for the Financial Year 2023 - 24

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SR PARTICULARS RELEVANT DATE
Cut- off date for the purpose of determining
01. eligibility of the shareholders to vote through Monday, 23 [rd] September, 2024
remote E- voting or E-voting Facility at the
Annual General Meeting.
02. Period of Remote E-voting Voting will commence from 09.00 A.M (IST)
on Thursday, 26 [th] September, 2024 to Sunday,
29 [th] September, 2024
03. Annual General Meeting Date Monday, 30 [th] September, 2024 at 12.00 Noon
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In accordance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities Exchange Board of India, Notice of the AGM along with the Annual Report for FY 2023-24 will be sent only by electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. This is for your record and reference.

Thanking You, Yours Faithfully, For APT PACKAGING LIMITED JYOTI Digitally signed by SURESH JYOTI SURESH CS JYOTI BAJPAI BAJPAI BAJPAI COMPANY SECRETARY M. No. A69024 CC:-

1. To, National Securities Depositories Limited Trade World, A wing, 4th Floor, Kamala Mills Compound, Lower Parel, Mumbai-400 013.

To, Central Depository Services (India) Limited Marathon Futurex, A-Wing, 25th floor, NM Joshi Marg, Lower Parel, Mumbai 400013.

3. To, Link Intime India Pvt. Ltd. C-101, Tower C, 247 Park,

L.B.S. Marg, Vikhroli (W), Mumbai – 400 083.

44[th]

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2024

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APT PACKAGING LTD

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INDEX

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Sr. No. Particulars Page No.
1. Notice of 44 [th] Ann u al General Meeting 4
2. Director’s Report 15
3. Form No. AOC-2 21
4. Corporate Govern a nce Report 22
5. Secretarial Audit R eport 27
6. Statement of Imp a ct 31
7. Independent Audi t ors Report 33
8. Annual Financial R eport 43
9. Statement of Profi t & Loss 44
10 Cash Flow State m ent 45
11. Statement of cha n ges in Equity 46
Notes to General Information & Significant
12. 47
Accounting Polici e s
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BOARD OF DIRECTORS

Mr. Arvind Machhar, Managing Director (DIN: 00251843)

Mr.Sandeep Machhar, Director (DIN: 00251892)

Mr.Ghevarchand M Bothara, Independent Director (DIN: 01616919)

Mr.Balaprasad H Tapdiya, Independent Director (DIN: 01295984)

Mrs. Rupali Abhijeet Bothara, Independent Director (DIN:03484957)

KEY MANAGERIAL PERSONNEL:-

Shri Shrikant Wani Chief Executive Officer

Jyoti S. Bajpai Company Secretary

AUDITORS

M/s.Gautam N and Associates.

Chartered Accountants, Aurangabad-431001

BANKERS

Punjab National Bank.,

Aurangabad (MS) - 431005

Punjab National Bank, Haridwar (UTK) - 247663

LOCATION OF PLANTS

REGISTERED OFFICE

Khasra No. 529, 5[th] KM Stone, Akbarpur (urd),Laksar Haridwar Dist. Haridwar (UT) - 247663

Gut No. 76, Village Pangra, Post Beedkin, Paithan Road, Aurangabad Maharashtra – 431105 Mobile :+91-9960100449 CINNo.L24100MH1980PLC022746 ISIN No.: INE046E01025 (New) Mail:[email protected] EVENT No AGM e-Voting:-240686

CORRESPONDENCE OFFICE:-

Office No. 251, Second Floor, Golden City Center, Near Prozone Mall, Chikalthana, Aurangabad - 431210

REGISTRAR & SHARE TRANSFER AGENT

Link Intime India Pvt. Ltd. C-101, Tower C, 247 Park, L.B.S. Marg, Vikhroli (W), Mumbai – 400 083 Tel No. 022-49186000, 49186270 Fax No.022-49186060 E-Mail: [email protected]

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NOTICE OF FORTY FOURTH ANNUAL GENERALMEETING

NOTICE is hereby given that the forty-fourth Annual General Meeting of the Shareholders/Members of APT Packaging Limited (“the Company”) will be held on Monday, September 30[th] , 2024 at 12:00 Noon IST from office No. 251, Golden City Center, Near Prozone Mall, Chikalthana, Aurangabad – 431210 through Video Conferencing (“VC”) / Other Audio- Visual Means (“OAVM”) to transact the following business:-

I) ORDINARY BUSINESS

To receive, consider and adopt the Balance Sheet as on 31[st] March 2024, Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and the report of the Auditor’s and Board’s Report thereon.

“RESOLVED THAT , the Balance Sheet as on 31[st] March, 2024 and Profit And Loss Account for the year ended on that date along with the Directors’ Report and Auditors’ Report thereon be and are hereby considered, approved and adopted.”

To ratify the appointment Statutory Auditors of the Company and fix their Remuneration:-

“RESOLVED THAT , pursuant to Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the Companies (Audit and Auditors) Rules, 2014 (“Rules”) (including any statutory modification or re-enactment thereof, for the time being in force), the Company hereby ratifies the appointment of M/s Gautam N. Associates, Chartered Accountants, (Firm Registration No. 103117W), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company to be held in the year 2025.”

SPECIAL BUSINESS:-

3. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT , pursuant to the provisions of Section 152 of the Companies Act, 2013 (‘the Act’) read with Regulation 17(1D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘the SEBI Listing Regulations’) (including any statutory modification or re-enactment(s) thereof for the time being in force), the Articles of Association of the Company, approvals and recommendation of the Nomination and Remuneration Committee and that of the Board of Directors, consent of the Members be and are hereby accorded for continuation of appointment of Mr. Sandeep Machhar (DIN: 00251892) as Director (designated as Non-Executive and Non-Independent Director) of the Company for a period of 5 (five) consecutive years with effect from September 30[th] , 2024 till September 29[th] , 2029 and that he shall not be liable to retire by rotation. ”

“RESOLVED FURTHER THAT , the Board be and is hereby authorized to delegate all or any of the powers to any committee of directors with power to further delegate to or any other Officer(s)/ Authorized Representative(s) of the Company to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By Order of the Board

Date :12/08/2024 Place: Aurangabad

Sd/Arvind Machhar Managing Director Din:- 00251843

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1. VIRTUALMEETING

In view of the global outbreak of the COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its General Circular no. 20/2020 dated May 5, 2020 read with General Circular nos.14/2020 and 17 / 2020 dated April 8,2020 and April 13,2020 and General Circular No. 02/2021 dated 13th January, 2021 and No. 02/2022 dated 5[th] May, 2022 and No.10/2022 dated 28[th] December, 2022 and 09/2023 dated 25[th] Sept, 2023 respectively (collectively referred to as “MCA Circulars”) permitted the holding of the Annual General Meeting (“AGM” or “meeting”), through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”), without the physical presence of the Members at a common venue. Members participating through the VC/OAVM shall be reckoned for the purpose of quorum under Section 103 of the Companies Act, 2013 (“Act”).

Further, the Securities and Exchange Board of India (“SEBI”) vide its Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May12,2020 (“SEBI Circular”) has granted further relaxations to ensure the AGM is conducted effectively. In compliance with the provisions of the Act, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars the AGM of the Company is being held through VC/OAVM.

The deemed venue for the AGM will be place from where the Chairman of the Board conducts the meeting. Since the AGM will be held through VC/OAVM, the route map of the venue of the Meeting is not annexed hereto.

2. ELECTRONIC COPY OF ANNUAL REPORT AND NOTICE OF ANNUAL GENERALMEETING

a) In compliance with the MCA Circulars and SEBI Circular dated May 12, 2020, Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Depositories and Registrar and Transfer Agent (RTA).
b) Members may note that the Notice and Annual Report 2023-24 will also be available on the website of the company at www.aptpackaging.com and on the website of Link Intime India Private Limited (“LIIPL”) i.e. www.instavote.linkintime.co.in. and also available by sending an email request to [email protected]

3. REGISTER TO RECEIVE COMMUNICATIONS ELECTRONICALLY

Members who have not registered/updated their e-mail address or mobile number with the Company/RTA but wish to receive all communication (including Annual Report) from the Company/RTA electronically may register / update their e-mail and mobile numbers on www.instavote.linkintime.co.in. Members are also encouraged to register / update their e-mail addresses or mobile number with the relevant Depository Participant (DP).

4. PROXY

The AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM. Hence, the Proxy Form and Attendance Slip are not annexed to this Notice.

5. AUTHORISED REPRESENTATIVE

Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting.

The said Resolution/Authorization shall be sent to the Scrutinizer by e-mail through its registered e- mail address to [email protected] of Mr. Ganesh Palve, Practicing Company Secretary, Aurangabad witha copy marked to the Company Secretary CS Jyoti Bajpai at [email protected] or to Company secretary at [email protected] or Chief Financial officer at [email protected],not less than 48 (forty eight) hours before the commencement of the AGM i.e. by 12.00noon on Friday, September, 27[th] , 2024.

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6. DOCUMENTS OPEN FORINSPECTION

Relevant documents referred to in the accompanying notice and the statement pursuant to Section 102(1) of the Act, are uploaded on the website of the company at www.aptpackaging.inand at RTA agent website at: www.instameet.linkintime.co.in.

Documents required to be kept open for inspection by the Members at the AGM in terms of the applicable laws, shall be made available on the company website www.aptpackaging.in

7. E-VOTING

Pursuant to Section 108 of the Act, rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, Regulation 44 of SEBI Listing Regulations and the MCA Circulars, the Company is pleased to provide the facility to Members to exercise their right to vote, on the resolutions proposed to be passed at AGM, by electronic means. The Company has engaged the services of LIIPL to provide the remote-voting facility on Insta Vote and the e-voting system on the date of the AGM on InstaMeet. The Company has appointed Mr. Ganesh Palve, Practicing Company Secretary (holding membership no. ACS 42980 CP. 23264), Proprietor and Practicing Company Secretaries, Aurangabad to act as the Scrutinizer and to scrutinize the entire e-voting process (i.e. remote e-voting and e-voting at the AGM) in a fair and transparent manner.

Explanatory Statement Item No. 3:-

Continuation of appointment of Mr. Sandeep Bhagwatiprasad Machhar (DIN: 00251892) as a NonExecutive and Non Independent Director. The Members may note that pursuant to SEBI’s amendment dated July 15, 2023, applicable with effect from April 1, 2024 read with Regulation 17(1D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the continuation of a Director serving on the Board of Directors of a listed entity shall be subject to the approval by the Members at a general meeting at least once in every five (5) years from the date of their appointment or reappointment, as the case may be.

Further, the continuation of director serving on the Board of Directors of a listed entity as on March 31, 2024, without the approval of the Members for a period of last five (5) years or more shall be subject to the approval of Members in the first general meeting to be held after March 31, 2024. Mr. Sandeep Machhar was appointed as the Director of the Company w.e.f. July 14[th] , 1994 liable to be retire by rotation and presently he is the Chairman of stakeholders relationship committee.

Therefore, Mr. Sandeep Bhagwatiprasad Machhar (DIN: 00251892) can continue as Director of the Company w.e.f. April 01, 2024 only if Members approve continuation of his appointment as Director of the Company. Members may note that Mr. Sandeep Bhagwatiprasad Machhar, has played a pivotal role as the Board Member of Company. Mr. Sandeep Bhagwatiprasad Machhar, aged 66 years, is Commerce graduated. He has having more than 20 years of experience in business and industries. He was President of CMIA (Chamber of Marathwara Industrial Association). Mr. Arvind Machhar, brother and promoter relatives of Mr. Sandeep Machhar are interested in this resolution.

8. MANDATORY FURNISHING/UPDATING OF PAN, KYC AND NOMINATION DETAILS:

With reference to the 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 Circular No. SEBI/HO/MIRSD-PoD-1/P/CIR/2023/37 dated 16[th] March, 2023, it is mandatory for the physical shareholders to furnish the details of PAN, KYC, Bank, E- Mail Address, Mobile No. & Nomination. Folio wherein any one of the said details are not available the RTA will not process the compliant of physical holder and will not be eligible to lodge grievances or avail service request from the RTA. Later SEBI issued Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 on dated 17.11.2023 decided to do away the provisions of para no.19.2 of Master Circular for RTA agent dated 17.05.2023 the reference to the term Freezing /frozen has been deleted and Referral of folios by the RTA/listedcompany to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and/or Prevention of Money Laundering Act, 2002, has been done away with . Members are requested to take the note of same. Further Please note that the PAN to be furnished by you should be linked with Aadhar. The members holding shares in physical mode are requested to submit the following documents to the RTA i.e.

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M/s. Link Intime India Private Limited at the earliest.

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S. No. Particulars Form No.
01. Request for registering PAN, KYC details, etc. ISR-1
02. Confirmation of signature (in case of change/mismatch in signature) ISR-2
03. Declaration form for opting –out Nomination ISR-3
04. Registration of Nomination SH-13
05. Cancellation or variation of existing nomination SH-14
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The forms can also be downloaded from the website from the RTA’s at www.linkintime.co.in Kindly send the aforesaid self attested details/documents /forms to the RTA at following address:

Link Intime India Pvt. Ltd. C-101, Tower C, 247 Park, L.B.S. Marg, Vikhroli (W), Mumbai – 400 083 Tel No. 022 49186000 (Extn: 2331) E-Mail: [email protected]

Process and manner for attending the Annual General Meeting through InstaMeet:

Open the internet browser and launch the URL: https://instameet.linkintime.co.in& Click on “Login”.

▶ Select the “Company” and ‘Event Date’ and register with your following details: -

A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No

• Shareholders/ members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID

• Shareholders/ members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID

• Shareholders/ members holding shares in physical form shall provide Folio Number registered with the Company

B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. Mobile No.: Enter your mobile number.
D. Email ID: Enter your email id, as recorded with your DP/Company.

▶ Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the meeting).

Instructions for Shareholders/ Members to Speak during the Annual General Meeting through InstaMeet:

Shareholders who would like to speak during the meeting must register their request with the company.
Shareholders will get confirmation on first cum first basis depending upon the provision made by the client.
Shareholders will receive “speaking serial number” once they mark attendance for the meeting.
Other shareholder may ask questions to the panelist, via active chat-board during the meeting.
Please remember speaking serial number and start your conversation with panelist by switching on video mode and audio of your device.

Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

Instructions for Shareholders/ Members to Vote during the Annual General Meeting through InstaMeet:

Once the electronic voting is activated by the scrutinizer during the meeting, shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:

On the Shareholders VC page, click on the link for e-Voting “Cast your vote”

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Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET and click on 'Submit'.
After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.
Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against'.
After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.
Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note: Shareholders/ Members, who will be present in the Annual General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting. Shareholders/ Members who have voted through Remote e-Voting prior to the Annual General Meeting will be eligible to attend/ participate in the Annual General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to [email protected] contact on: - Tel: 022-49186175.

InstaVote Support Desk Link Intime India Private Limited

REMOTE E-VOTING: IMPORTANT DATES

	REMOTE E-VOTING: IMPORTANT DATES
Cut-off date (for dispatch of Annual Reports) Cut-off date [for determining the Members entitled to vote on the resolutions set forth in this notice]	:	Monday, 2ndSeptember, 2024 Monday,23rdSeptember, 2024
Remote e-voting period [During this period, members of the Company as on the cut-off date may cast their vote byremote e-voting]	Commence from :	9:00 a.m., Thursday, Sept. 26th, 2024
	End at :	5.00 p.m., Sunday, Sept. 29th,2024 [Remote e-voting module shall be disabled for votingthereafter byLIIPL]
URL for remote e-voting	:	www.instavote.linkintime.co.in

Remote e-Voting Instructions for shareholders:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Login method for Individual shareholders holding securities in demat mode is given below:

Individual Shareholders holding securities in demat mode with NSDL:

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METHOD 1 - If registered with NSDL IDeAS facility Users who have registered for NSDL IDeAS facility:

a) Visit URL: https://eservices.nsdl.comand click on “Beneficial Owner” icon under “Login”.
b) Enter user id and password. Post successful authentication, click on “Access to e-voting”.
c) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

User who havenot registered for NSDL IDeAS facility:

a) To register, visit URL:https://eservices.nsdl.com and select “Register Online for IDeASPortal”or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp“
b) Proceed with updating the required fields.
c) Post registration, user will be provided with Login ID and password.
d) After successful login, click on “Access to e-voting”.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of NSDL:

a) Visit URL: https://www.evoting.nsdl.com/
b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you can see “Access to e-voting”.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL:

METHOD 1 – If registered withCDSL Easi/Easiest facility Users who have registeredfor CDSL Easi/Easiest facility.

a) Visit URL: https://web.cdslindia.com/myeasitoken/home/loginor www.cdslindia.com.
b) Click on New System Myeasi
c) Login with user id and password
d) After successful login, user will be able to see e-voting menu. The menu will have links of e-voting service providers i.e., LINKINTIME, for voting during the remote e-voting period.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

OR

Users who have not registered for CDSL Easi/Easiest facility.

a) To register, visit URL:https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration b) Proceed with updating the required fields.
c) Post registration, user will be provided Login ID and password.
d) After successful login, user able to see e-voting menu.
e) Click on “LINKINTIME” or “e-voting link displayed alongside Company’s Name” andyou will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of CDSL.

a) Visit URL: https://www.cdslindia.com/
b) Go to e-voting tab.
c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.
d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

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e) After successful authentication, click on “LINKINTIME” or “e-voting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant:

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL/CDSL for e-voting facility.

a) Login to DP website
b) After Successful login, members shall navigate through “e-voting” tab under Stocks option.
c) Click on e-voting option, members will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting menu.
d) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e- voting period.

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

Visit URL: https://instavote.linkintime.co.in
Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: - A. User ID:

Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

* Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

* Shareholders holding shares in_ _NSDL form** , shall provide ‘D’ above

▶Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

▶Click “confirm” (Your password is now generated).

Click on ‘Login’ under ‘SHARE HOLDER’ tab.
Enter your User ID, Password, and Image Verification (CAPTCHA) Code and click on ‘Submit’.

Cast your vote electronically:

After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon .
E-voting page will appear.
Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

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Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”): STEP 1 – Registration

a) Visit URL: https://instavote.linkintime.co.in
b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”
c) Fill up your entity details and submit the form.
d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up at Sr.No. 2 above). The said form is to be signed by the Authorized Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
e) Thereafter, Login credentials (User ID; Organization ID; Password) will be sent to Primary contact person’s email ID.
f) While first login, entity will be directed to change the password and login process is completed.

STEP 2 –Investor Mapping

a) Visit URL: https://instavote.linkintime.co.inand login with credentials as received in Step 1 above.
b) Click on “Investor Mapping” tab under the Menu Section
c) Map the Investor with the following details:
a. ‘Investor ID’-
- i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678
- ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID .
b. ‘Investor’s Name - Enter full name of the entity.
c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.
d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board resolution/Power of Attorney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.
d) Click on Submit button and investor will be mapped now.
e) The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting.

The corporate shareholder can vote by two methods, once remote e-voting is activated:

METHOD 1 - VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.inand login with credentials as received in Step 1 above.
b) Click on ‘Votes Entry’ tab under the Menu section.
c) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of Instavote before the start of remote e-voting.
d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote.
e) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the ' View Resolution ' file link).
f) After selecting the desired option i.e., Favour / Against, click on 'Submit'.
g) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently). OR VOTES UPLOAD:
a) Visit URL: https://instavote.linkintime.co.inand login with credentials as received in Step 1 above.
b) You will be able to see the notification for e-voting in inbox.
c) Select 'View' icon for ' Company’s Name / Event number '. E-voting page will appear.
d) Download sample vote file from ‘Download Sample Vote File’ option.
e) Cast your vote by selecting your desired option 'Favour / Against' in excel and upload the same under ‘Upload Vote File’ option.

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f) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently). Helpdesk:

Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Logintype	Helpdesk details
Individual Shareholders holding securities in demat modewith NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] or call at : 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat modewithCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 22 55 33

Forgot Password:

Individual shareholders holding securities in physical form has forgotten the password:

If an Individual shareholder holding securities in physical form has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’

o Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No +Folio Number registered with the Company User ID for Shareholders holding shares in NSDL demat accountis 8 Character DP ID followed by 8 Digit Client ID User ID for Shareholders holding shares in CDSL demat accountis 16 Digit Beneficiary ID.

Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the password:

If aNon-Individual Shareholders holding securities in demat mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on ‘Login’ under ‘Corporate Body/ Custodian/Mutual Fund’ tab and further Click ‘forgot password?’

o Enter User ID, Organization IDand Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

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Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

InstaVote Support Desk Link Intime India Private Limited

OTHER INFORMATION RELATED TO E-VOTING

a. A person, whose name is recorded in the register of members or in the register of beneficial owners of the Company, as on the cut-off date i.e. Monday, September 2[nd] , 2024 only shall be entitled to avail the facility of e-voting, either through remote e-voting and voting at the AGM. A person who is not a member as on the cut-off date should treat this notice for information purposes only.
b. Members who have cast their vote by remote e-voting prior to the AGM will be entitled to attend the AGM and their presence shall be counted for the purpose of quorum. However, they shall not been titled to cast their vote again. In case a member casts his vote by more than one mode of voting including remote e- voting, then voting done through remote e-voting shall prevail and other shall be treated as invalid.
c. Voting rights of the members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date i.e. Monday, September, 23[rd] , 2024
d. Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the notice and holds shares as of the cut-off date may follow the procedure for remote e-voting as enumerated in detail hereinabove. They may also refer to the FAQs and e-voting manual available at www.instavote.linkintime.co.inor write an e-mail to [email protected] or [email protected]
e. Every client ID no./ folio no. will have one vote, irrespective of number of joint holders. However, in case the joint holders wish to attend the meeting, the joint holder whose name is higher in the order of names among the joint holders, will be entitled to vote at the AGM.
f. The members may also update their mobile number and e-mail ID in the user profile details of the irrespective client ID no./folio no., which may be used for sending future communication(s).

GENERAL INSTRUCTIONS

a. Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broad band for better experience.
b. Shareholders/Members are required to use Internet with a good speed (preferably 2MBPS download stream) to avoid any disturbance during the meeting.
c. Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.
At the AGM, the Chairperson shall, at the end of discussion on the resolutions on which voting is to be held, allow e-voting at the AGM.
d. The Scrutinizer shall submit a consolidated Scrutinizer’s Report of the total votes cast in favour or against, not later than 48 (forty eight) hours of the conclusion of the AGM, to the Chairman or a person authorized by him in writing, who shall counter sign the same and declare the result of the voting forthwith.
e. The results along with the consolidated Scrutinizer’s Report shall be declared by means of:
(i) Dissemination on the website of the company at www.aptpackaging.inand at LIIPL website at www.instavote.linkintime.co.in

For APT Packaging Limited

Place: Aurangabad Arvind Machhar Date: 12[th] August, 2024 Managing Director

DIN: 00251843

Page 13

OTHER INFORMATION RELATED TO E-VOTING

g. A person, whose name is recorded in the register of members or in the register of beneficial owners of the Company, as on the cut-off date i.e. Monday, September 23[rd] , 2024 only shall be entitled to avail the facility of e-voting, either through remote e-voting and voting at the AGM. A person who is not a member as on the cut-off date should treat this notice for information purposes only.
h. Members who have cast their vote by remote e-voting prior to the AGM will be entitled to attend the AGM and their presence shall be counted for the purpose of quorum. However, they shall not been titled to cast their vote again. In case a member casts his vote by more than one mode of voting including remote e-voting, then voting done through remote e-voting shall prevail and other shall be treated as invalid.
i. Voting rights of the members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date i.e. Monday, September 23[rd] , 2024.
j. Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the notice and holds shares as of the cut-off date may follow the procedure for remote e-voting as enumerated in detail hereinabove. They may also refer to the FAQs and e-voting manual available at www.instavote.linkintime.co.inor write an e-mail to [email protected] or [email protected]
k. Every client ID no./ folio no. will have one vote, irrespective of number of joint holders. However, in case the joint holders wish to attend the meeting, the joint holder whose name is higher in the order of names among the joint holders, will be entitled to vote at the AGM.
l. The members may also update their mobile number and e-mail ID in the user profile details of the irrespective client ID no./folio no., which may be used for sending future communication(s).

GENERAL INSTRUCTIONS

f. Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broad band for better experience.
g. Shareholders/Members are required to use Internet with a good speed (preferably 2MBPS download stream) to avoid any disturbance during the meeting.
h. Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.
- At the AGM, the Chairperson shall, at the end of discussion on the resolutions on which voting is to be held,allow e-voting at the AGM.
i. The Scrutinizer shall submit a consolidated Scrutinizer’s Report of the total votes cast in favour or against, not later than 48 (forty eight) hours of the conclusion of the AGM, to the Chairman or a person authorized by him in writing, who shall counter sign the same and declare the result of the voting forthwith.
j. The results along with the consolidated Scrutinizer’s Report shall be declared by means of:
Dissemination on the website of the company at www.aptpackaging.inand at LIIPL website at www.instavote.linkintime.co.in

Page 14

DIRECTOR’S REPORT

To, The Members of APT Packaging Limited Aurangabad

Dear Members,

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

1. FINANCIALPERFORMANCE:

==> picture [524 x 189] intentionally omitted <==

----- Start of picture text -----

(Amount in Lakh)
PARTICULARS For the year ended For the year ended
March 31, 2024 March 31, 2023
Revenue from Operations 1271.06 1421.84
Other Income 100.78 142.36
Total Revenue 1371.85 1564.21
Finance Cost 72.95 186.68
Depreciation and Amortization 105.71 138.12
Profit/(Loss) before Exceptional & Extraordinary items (253.47) (116.08)
Profit before Tax (253.47) (116.08)
Tax Expenses - -
Income Tax- Earlier Period (01.07) -
Provision for Tax (Including Deferred Tax) - -
Profit/(Loss) after tax for the year (252.40) (116.08)
----- End of picture text -----

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, TECHNOLOGY ABSORPTION AND FOREIGN 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.

Page 15

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

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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[nd] Annual General Meeting held on 29[th] 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, 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 202324. 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 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.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:

==> picture [524 x 80] intentionally omitted <==

----- Start of picture text -----

SR NAME OF DIRECTOR DESIGNATION
01. ArvindKrishnagopalMachhar Managing Director (Executive)
02. Sandeep BhagawatiprasadMachhar Director (Non-Executive)
03. BalaprasadHarinarayanTapdiya Independent Director
04. Ghevarchand Motilal Bothara Independent Director
05. Rupali Abhijeet Bothara Independent Director
----- End of picture text -----

During the year, the Board met on, 23[rd] May, 2023 (Adj 29[th] May2023), 14[th] August, 2023, 30[th] October, 2023, 10[th] February, 2024.

Page 17

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.

Sr No	Name of the Director	Designation
01.	Mr. Arvind Krishnagoapl Machhar	Chairman of RMC and ManagingDirector of Company
02.	Mr. Gheverchand Motilal Bothara	Member - 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 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 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 2023-24.

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 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/CA480974.001 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

Page 18

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.

For and on behalf of theBoard

Place: Aurangabad Date:12/08/2024

Sd/Sd/ArvindMachhar Sandeep Machhar Managing Director Director DIN: 00251843 DIN: 00251892

Page 19

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations') is annexed with this report.

INDUSTRIES STRUCTURE AND DEVELOPMENT :-

During the year under review overall revenue of the company has reduced from Rs. 1421.84 Lakhs to Rs. 1271.07 Lakhs due to adverse market condition for the product.

OPPORTUNITIES:-

Company continues to focus on the reduction in overall cost and improve operational efficiency by augmenting and consolidating the resources. Thanks to Bombay Marcantile Co-operative Bank Ltd for providing a term loan of Rs. 73.50/- Lakhs for acquiring the Hot Foiling and Screen Printing Machine. The machine is expected to be commissioned during the second quarter which would help in improve in top & bottom-line.

THREATS:-

Because of limitation of financial resources company is unable to invest in technology up gradation and therefore facing savior competition from the competitors.

RISK AND CONCERN :-

Due to the savior competition it is difficult to predict the business of the company.

By Order of the Board APT Packaging Limited

Place:- Aurangabad Date:-12[th] August, 2024

Sd/Sd/Arvind Machhar Sandeep Machhar Managing Director Director DIN:- 00251843 DIN:- 00251892

Page 20

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transaction under third proviso thereto. Details of contracts or arrangements or transactions not at Arm’s length basis:-

Sr. No	Particulars	The details are disclosed in balance sheet
1	Name of Related Parties
2	Relationship with related parties
3	Nature of Contract/arrangement/transaction
4	Duration of the contracts/ arrangements/ transaction
5	Salient terms of the contracts or arrangements or transaction including the value,ifany
6	Date of approval by the Board
7	Amount paid as advances, if any
8	Date on which the special resolution was passed in General meeting as required under firstproviso to section 188

Details of contracts or arrangements or transactions at Arm’s length basis: Party wise details are as under:-

==> picture [533 x 157] intentionally omitted <==

----- Start of picture text -----

1 Name of Related Parties Arpit Machhar Nischint Machhar
Son of Managing
2 Relationship with related parties Son of Managing Director& VP
Director& CFO
Nature of
3 Salary Salary
Contract/arrangement/transaction
Duration of the contracts/
4 Continuous Basis Continuous Basis
arrangements/ transaction
Salient terms of the contracts or As per Terms of
As per Terms of Employment Salary
5 arrangements or transaction Employment Salary
Paid Rs.NIL
including the value, if any Paid Rs. NIL
6 Date of approval by the Board 01/07/2011 16/08/2011
7 Amount paid as advances, if any Nil Nil
----- End of picture text -----

*** And list of other related parties as per Balance Sheet Note. No 41**

By Order of the Board APT Packaging Limited

Place:- Aurangabad Date:-12[th] August, 2024

Sd/Sd/Arvind Machhar Sandeep Machhar Managing Director Director DIN:- 00251843 DIN:- 00251892

Page 21

CORPORATE GOVERNANCE REPORT FOR THE FINANCIALYEAR ENDED 31[ST] MARCH, 2024

(As per SEBI (Listing Obligations and Disclosure Regulations) 2015)

1. COMPANY’SPHILOSOPHY:

The Company believes that the code prescribes a minimum framework for governance of a business in corporate framework. The Company has set, as its mission, the implementation of a Corporate Governance system to ensure transparency, control, accountability and responsibility in all areas of operation by way of effective combination of dependent and independent Board members. Corporate Governance is considered as, to protect and achieve enhanced value for all its stakeholders i.e. shareholders, employees, customers and society in general.

2. BOARD OFDIRECTORS:

The Board of Directors of APT Packaging Limited consists of one executive director, One nonexecutive director of promoter and three non-executive independent directors who are acknowledged as leading professionals in their respective fields. The constitution of Board is as under: (as on 31[st] March 2024)

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Director Category No. of other Membership
Directorship Committees/
(excluding Chairmanship
APT)
Mr. Arvind Machhar Promoter & Managing 3 1/2
Director
Mr. Sandeep Machhar Promoter & Non-Executive 5 1/0
Director
Mr. Ghevarchand Bothara Non-Executive Independent 1 3/2
Director
Mr. Balaprasad Tapdiya Non-Executive Independent 4 3/0
Director
Mrs. Rupali Abhijeet Bothara Non-Executive Independent 1 3/0
Director
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None of the director hold directorship in more than 15 companies, membership in committees of board in more than 10 companies and chairmanship of committees of board in more than 5 committees.

BOARD MEETINGS

We decide about the Board meeting dates in consultation with all our Directors. Once confirmed by all the directors, notices of board meeting and committee are being sent to them. As a system, in most cases, information to Directors is submitted along with the agenda papers well in advance of the Board meeting. Inputs and feedback of Board Members are taken and considered while preparation of agenda and documents for the Board meeting. After the Board meeting, we have a formal system of follow up, review and reporting on actions taken by the management on the decisions of the Board and Committees of theBoard.

APPOINTMENT OF DIRECTORS

Your Board comprises of well-rounded and experienced executive as well as non-executive and professional directors. Each of these members brings the required skills, competence and expertise to the table, which in effect benefits the Company as a whole.

The Nomination and Remuneration Committee ensures that the candidates identified for appointment to the post of directors are not disqualified under Section 164 of the Companies Act, 2013 or any other applicable provisions of the said Act.

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ATTENDANCE OF DIRECTORS AT BOARD MEETING AND ANNUAL GENERAL MEETING

The Board of Directors of the Company met four times during the financial year, on the following dates: During the year, the Board met on, 23[rd] May, 2023 (Adj 29[th] May2023), 14[th] August, 2023, 30[th] October, 2023, 10[th] February, 2024.

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Sr. No Date Board Strength No of Directors
Present
1 23 [rd] May, 2023
(Adj. 29 [th] May, 2023) 5 3
2 14 [th] August, 2023 5 4
3 30 [th] October, 2023 5 3
4 10 [th] February, 2024 5 3
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The attendance at the Board Meetings and Annual General Meeting are as under:

Name of Director	Attendance in	Attendance in AGMheld
	Board Meeting	on 21stSept, 2023
Mr. ArvindK. Machhar	5	Yes
Mr.SandeepB. Machhar	5	Yes
Mr. Ghevarchand M. Bothara	5	Yes
Mr. BalaprasadH. Tapdiya	5	Yes
Mrs. Rupali A. Bothara	5	Yes

3. AUDITCOMMITTEE:-

The Company has formed audit committee under the provisions of Rule 6 of Companies (Meeting of Board and its Power) Rule 2014. The constitution of the committee is as under;-

Director	Designation	Category
Mr. Ghevarchand Bothara	Chairman & Member	Independent
Mr. BalaprasadTapdiya	Member	Independent
Mrs. Rupali Abhijeet Bothara	Member	Independent
Mr. ArvindMachhar	Member	Executive-Promoter

Role of Audit Committee:-

Oversight of financial reporting process.
Reviewing with the management, the annual financial statements and auditors’ report thereon before submission to the Board for approval.
Evaluation of internal financial controls and risk management Systems
Recommendation for appointment, remuneration and terms of appointment of auditors of the Company.
Review and monitor the auditor’s independence and performance, and effectiveness of audit process.

During the year under review the Audit Committee met on 4 times which is as under:-

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Sr. No Date Members Strength/Present
Strength
1 22 [nd] May, 2023 3 (4)
(Adj 29 [th] May, 2023)
2 10 [th] August, 2023 4
3 20 [th] October, 2023 3
4 10 [th] February, 2024 3
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4. NOMINATION AND REMUNERATIONCOMMITTEE:

a. Brief description of terms of reference: The Remuneration Committee comprising of NonExecutive Independent Directors, constitution of which is a non-mandatory requirement, was constituted by the Board during the year to recommend/review the Remuneration package of the Managing Director/ Whole-time directors/executive directors.

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Role of Nomination and Remuneration Committee:-

Recommend to the board to setup and composition of the Board and its committees. • Recommend to the Board the appointment/re-appointment of Directors and Key Managerial Personnel. • Support the Board and Independent Directors in evaluation of the performance of the Board, its Committees and individual Directors. • Recommend to the Board the Remuneration Policy for Directors, executive team or Key Managerial Personnel as well as the rest of employees. • Oversee familiarization programs.

b. Composition, Name of members & Chairperson: The Remuneration Committee comprises of following members:

Name	Designation	Category
Mr.GhevarchandM Bothara	Chairman	Independent
Mr. Balaprasad H Tapdiya	Member	Independent
Mrs. Rupali Abjijeet Bothara	Member	Independent

During the year, one meeting of the remuneration committee was held as on10[th] July, 2023.

During the year one meeting of Independent Directors.A separate meeting of independent directors i.e. Mr. Ghevarchnad Bothara, Mr. Balaprasad Tapdiya and Mrs. Rupali Bothara, was held on 31[st] March, 2024 to, inter alia, to review the performance of non-independent directors and the Board as a whole; To assess the quality, quantity and timeliness of flow of information between the Company’s Management and the Board/Committee(s) that is necessary for the Board/ Committee(s) to effectively and reasonably perform their duties.

5. RISK MANAGEMENTCOMMITTEE

The Board of directors has set up Risk Management Committee under the chairmanship of Mr. Arvind Machhar. Other member of the Committee is Mr. Gheverchand Bothara. There is no formal meeting held during the year, however, both the members are regularly review the risk of the business and how to mitigate the same.

6. SHAREHOLDERS/INVESTORS GRIEVANCE REDRESSALCOMMITTEE:-

a. Name of Non-Executive Director heading the Committee: The Investors Grievance Redressal Committee comprises two Non- executive Independent Directors and one promoter Non-executive Director. The Committee was headed by Mr. Sandeep Machhar, Non- executive Director of the Company, Mr. Balaprasad Tapdiya and Mrs. Rupali Abhijeet Bothara are the members of the Committee.

b. Name & designation of Compliance Officer: Mr. Sandeep Machhar, Chairman of committee is the Compliance Officer. He is looking after/resolving the shareholders complaints/grievances.

c. Role of Stakeholders Relationship Committee :- •Transfer, transmission, split and consolidation of investors holding • Dematerialization/re-materialization of shares • Non-receipt of dividends and other corporate benefits. • Replacement of lost/mutilated/stolen share certificates • Non-receipt of Annual Reports and change of addresses, etc.

d. Number of shareholders complaints received so far : During the financial year 2023-24, No complaints were received at company end. The complaints which are received on BSE portal and RTA agent were resolved during the year.

Number of not solved to the satisfaction of shareholders : Number of pending complaints:

Nil Nil

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GENERAL BODYMEETING:

The locations and time of the General Meetings held since inception of the Company are as follows:

GENERAL MEETINGS	DATE	TIME	VENUE NO. OF SPECIAL RESOLUTION S PASSED	VENUE NO. OF SPECIAL RESOLUTION S PASSED
VC/OAVM Annual General Meeting	21/09/2023	12.00 noon	Deemed Place :- Office No. 251, Golden City Center, Near Prozone Mall, Aurangabad – 431006 2
VC/OAVM Annual General Meeting	30/09/2022	12.00 noon	Deemed Place :- Office No. 251, Golden City Center, Near Prozone Mall, Aurangabad – 431006 2
VC/OAVM Annual General Meeting	29/09/2021	12.00 noon	Deemed Place :- Office No. 251, Golden City Center, Near Prozone Mall, Aurangabad – 431006 3
VC/OAVM Annual General Meeting	31/12/2020 (Extension as per MCA Circular)	11.30 am	Deemed Place :- Office No. 251, Golden City Center, Near Prozone Mall, Aurangabad – 431006	3

e) Disclosure:-

No transaction of material nature has been entered into by the Company with directors or management and their relatives etc that may have a potential conflict with the interest of the Company.
There are certain financial transactions with its Promoters & Directors, which are not conflicting Company’s interest. The details of such transactions have been shown in Note No.41 forming part of the financial statement for the year ended 31[st] March, 2024.
There has been no instance of non-compliance by the Company since the Trading approval received from BSE.
The Company has established mechanism as referred under Whistle Blower policy on 14[th] February, 2023.
The Company’s shares got listed on stock exchange and therefore, the Company has complied with all mandatory as well as non-mandatory requirements with stock exchange since 18[th] July, 2022.

7. GENERAL INFORMATION TOSHAREOLDERS:

- ANNUAL GENERAL MEETING

*** Day, Date and Time:** Monday, 30[th ] September, 2024 at 12.00 Noon

*** Venue:** Video Conferencing (“VC”) / Other Audio- Visual Means (“OAVM”) Book Closure Date: 26[th] Sept to 30[th] September, 2024

Financial Year : The Financial year of the Company is 1[st] April 2023 to 31[st] March,2024.

Dividend Payment Date : No dividend is recommended for the year.

Listing of Equity Shares on Stock Exchange:

During the financial year Trading was suspended till 19[th] July, 2022 and 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.

Market Price Data: High, Low during each month in last financial year:

MONTH	HIGH	LOW
APRIL, 2023	54.60	35.31
MAY,2023	42.66	23.64
JUNE, 2023	42.11	27.00

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JULY, 2023 34.55 29.80
AUGUST, 2023 29.44 25.75
SEPTEMBER, 2023 32.55 25.00
OCTOBER, 2023 35.60 30.40
NOVEMBER, 2023 38.85 33.82
DECEMBER, 2023 39.30 32.78
JANUARY, 2024 39.56 31.31
FEBRUARY, 2024 39.32 25.46
MARCH, 2024 47.97 35.50
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Performance in comparison to broad-based indices such as BSE Sensex, CRISIL indexetc.: Not Applicable

Registrar and TransferAgents:

Link Intime India Pvt. Ltd., C-101, Tower C, 247 Park,L.B.S. Marg, Vikhroli (W), Mumbai – 400 083; Ph. 022-49186000, 49186270

Share Transfer System:

The Company has appointed Ms/ Link Intime India Private Limited, Mumbai as a Registrar & Share Transfer Agent to carry out the transfer related activities.

Distribution Schedule as on 31[st] March, 2024 is as given below based on nominal value:

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Share Holding of Nominal Value Shareholders % of Total Share Amount % of Total
of Rs.10 No. Rs.
From To
1 5,000 10186 97.8228 7342440 13.9498
5001 10,000 108 1.0357 745400 1.3475
10001 20,000 47 0.4507 709230 1.3475
20001 30,000 16 0.1534 401050 0.7620
30001 40,000 10 0.0959 345700 0.6568
40001 50,000 6 0.0575 268280 0.5097
50001 1,00,000 14 0.1343 1022110 1.9419
1,00,001 * 41 0.3932 1022110 1.9419
*----- End of picture text -----

Dematerialization of shares and liquidity: Out of total shares of 5263467 only 422439 104219 shares have been dematerialized mode with CDSL. This amounts to only 8.0258% of the entire shares of the company. Out of 104219 which was freezed earlier now released 98713 by CDSL and kept in suspense account the remaining shares i.e 5506. Further, 1200 shares were credited to respective holder into their accounts as per corporate action with CDSL. No, remaining 4306 shares are still kept under suspense account. Members are advised to convert their physical shares into dematerialization mode immediately and keep update with BSE portal.

Outstanding GDRs / ADRs/ Warrants or any Convertible instruments, conversion date and likely impact on equity: Not Applicable

Manufacturing Plant Location of the company: Khasra529, 5[th] KM Stone, Akbarpur (urd), Laksar Haridwar, Dist. Haridwar (UT)

Address for correspondence:

M/s APT Packaging Limited Office No. 251, Second floor, Golden City Center, Aurangabad-431007 Mob:- 9960100449; 9607207306; Email ID: [email protected]

By order of the Board SD/Place: Aurangabad Arvind Machhar Date:12/08/2024 Managing Director DIN: 00251843

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SECRETARIAL AUDIT REPORT Form No. MR-3 For the Financial year ended 31[st] March, 2024 [Pursuant to Section 204(1) of the Companies Act, 2013 and rule no. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members, APT Packaging Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by APT Packaging Limited (hereinafter called ‘the Company’. Secretarial audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the APT Packaging Limited’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the Financial year ended on 31[st] March 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Boardprocesses and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31[st] March, 2024 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and the Bye-laws framed there under; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘The SEBI’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

(Not relevant / not applicable, since there is no delisting of equity shares during the year). (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not relevant / not applicable, since there is no buyback of securities during the year)

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Page 27

(vi) The following laws are specifically applicable to the Company in addition to laws mentioned above;

(a) Factories Act, 1948

(b) Contract Labour (Regulation and Abolition) Act, 1970 I have also examined compliance with the applicable clauses to the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Government of India, as applicable under the Companies Act, 2013; (ii) The Listing Agreements entered into by the Company with BSE Limited in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Secretarial Standards, etc. mentioned above except :-

A. Delayed in advertisement of Quarterly results in news papers for June-2023, September2023 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

I further report that, the Board of Directors of the Company is duly constituted with proper balance of Executive, Non – Executive Directors and Independent Directors.

Adequate notice is given to all the directors to schedule the Board meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meetings.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

I further report that, there are adequate systems and processes in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that, during the period under review, there were following major actions which have been done in compliance with applicable statutory provisions;

The Company had obtained approval of the members by way of passing Ordinary resolution in the Annual General Meeting held on 21[st] September, 2023 to receive, consider and adopt the Balance Sheet as on 31[st] March 2023, Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and the report of the Auditor’s and Board’s Report thereon
The Company has obtained approval of the members by way of passing ordinary Resolution in the Annual General Meeting held on 21[st] September, 2023 to ratify the reappoint existing Statutory Auditors of the company M/s. Gautam Nandawat and Associates.
The Company has obtained approval of the members by way of passing special resolution for re-appointment of Mr. Arvind Machhar as a Managing Director and fixed his remuneration.
The Company has obtained approval of the members by way of passing ordinary resolution for reclassification of Promoters from Promoter Category top Public Category.

We further report that, we have relied upon statutory audit report as provided by management of the company for compliance under Income Tax and other Indirect Taxation act and GST.

Page 28

We further report that as per the explanations given to us and the representations made by the Management and relied upon by us, there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

For Ganesh Palve & Associates Company Secretaries SD/-

Mr. Ganesh Palve (Proprietor) ACS. No: 42980 CP No: 23264 UDIN:-A042980F000958059

Date: 12[th] August, 2024 Place: Aurangabad

Page 29

ANNEXURE A

The Members of, APT PACKAGING LIMITED Gut no 76, Village Pangra, Paithan Road, Post Bidkeen, Dist Aurangabad

Our report dated 12[th] August, 2024 is to be read along with this letter.Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on such secretarial records bases on our audit.

We have followed the audit practices and processes as we considered appropriate to obtain reasonable assurance on the correctness and completeness of the secretarial records. Our verification was conducted on a test basis to ensure that all entries have been made as per statutory requirements. We believe that the processes and practices we followed for this purpose provided a reasonable basis for our opinion.

We have not verified the correctness and appropriateness of the financial records and books of accounts of the company.

Wherever required we have obtained Management representation with respect to compliance of laws, rules and regulations and of significant events during the year.

The compliance of the provisions of corporate and other applicable laws, rules and regulations is the responsibility of the management. Our examination was limited to the verification of secretarial records on test basis to the extent applicable to the company.

The secretarial audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For Ganesh Palve& Associates

SD/Mr. Ganesh Palve Company Secretaries (Proprietor) ACS. No: 42980 CP No: 23264 UDIN:-UDIN:-A042980F000958059 PRN:- 4165

Date: 12[th] August, 2024 Place: Aurangabad

Page 30

STATEMENT ON IMPACT OF AUDIT QUALIFICATIONS (FOR AUDIT REPORT) SUBMITTED ALONG WITH ANNUAL AUDITED FINANCIAL RESULTS (STANDALONE) FOR THE FINANCIAL YEAR

Rs. In Lakhs

Rs. In	Lakhs	Lakhs
	Statement on Impact of Audit Qualifications for financial year ended 31~~st ~~March, 2024 [SeeRegulation33 / 52ofthe SEBI(LODR) (Amendment)Regulations,2016]
I.	Sl. No. Particulars Audited Figures (as reported before adjusting for qualifications) Adjusted Figures (Audited figures after adjusting for qualifications)
	1. Turnover/Total Income 1371.85 1371.85
	2. Total Expenditure 1625.32 1625.32
	3. NetProfit / (Loss) (252.40) (252.40)
	4. EarningsPerShare (04.43) (04.43)
	5. Total Assets 2026.12 2026.12
	6. Total Liabilities 2026.12 2026.12
	7. NetWorth -501.44 -501.44
	8. Any other financial item(s) (asfelt appropriate by themanagement) - -
II	Audit Qualificationeachaudit qualificationseparately):
	a.	Details of Audit Qualification: As mentioned in IAR Point No. Qualification :- No. 4 that:- a) 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. b) The company has not provided for sales tax liabilities for 36.84 lakhs for the financial year 2015-16 and 2016-17. c) 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 d) The company has not provided GST liabilities totaling Rs. 20.70 lakhs for the financial year 2019-20 e) The balances of Trade Receivables, Trade payable, Unsecured Loans, Employees, Loans and Advances are subject to confirmations and reconciliations. f) 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. g) Attention to the financial statement in respect of non provisioning of doubtful debts amounting toRs. 11.45lakhs
	b.	Type of Audit Qualification :Qualified Opinion
	c.	Frequency ofqualification:Sixth TimeIIa, c,d,eFirstTimeIIb,f,g
	d.	For Independent Audit Report Qualification(s) where the impact is quantified by the auditor, Management's Views: 4a. 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. 4b. The company 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 requisited submission of relevant. 4c. The interest on account of delayed payment to MSME amounting to Rs. 0.84 lakhs has not been provided due to financial exigencies. 4d. 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. 4e) Certain accounts of Trade Receivable, Trade payable, Unsecured Loans, employees, Loans and Advances are subject to confirmationandreconciliations,ifany. The difference asmay be

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noticed on reconciliation will be duly accounted for on completion thereof. In the opinion of the
management, the ultimate difference will not be material.
4 f) 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.
4g) The necessary arrangement for the recovery of debts are under process.
e. For Independent Audit Report Qualification(s) where the impact is not quantified by the auditor:
(i) Management's estimation on the impact of Independent Audit Report qualification: Refer
II(d)- 4(a) to 4(e) above
(ii) If management is unable to estimate the impact, reasons for the same: Refer II(d)- 4(a)
to 4(e) above
(iii) Auditors' Comments on (i) or (ii) above: Refer II(d)- 4(a) to 4(e) above
----- End of picture text -----

* Note :- The Statement of qualification and reply of the management are for yearly Standalone financial results for the year ended as on 31[st] March, 2024 respectively.

For APT Packaging Limited

Sd/Arvind Machhar Managing Director Din:- 00251843

Sd/Srikant Wani Chief Financial Officer

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43
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63
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PRINTED MATTER BOOK –POST

If undelivered Please return to: REGISTERED OFFICE:APT PACKGAING LTD GUT NO 76, VILL PANGARA, PAITHAN ROAD, POST BEEDKIN, DIST; AURANGABAD – 431106 Website: http://aptpackaging.in

Page 68

AI assistant

Apt Packaging Ltd — AGM Information 2024

59222_rns_2024-09-06_89511b78-861e-4a14-8db9-3460aae6ce20.pdf

Sub: : Intimation of date of the 44[th] Annual General Meeting (AGM) and its related information by APT Packaging Limited.

44[th]

BOARD OF DIRECTORS

KEY MANAGERIAL PERSONNEL:-

AUDITORS

BANKERS

LOCATION OF PLANTS

REGISTERED OFFICE

CORRESPONDENCE OFFICE:-

REGISTRAR & SHARE TRANSFER AGENT

NOTICE OF FORTY FOURTH ANNUAL GENERALMEETING

I) ORDINARY BUSINESS

SPECIAL BUSINESS:-

3. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

1. VIRTUALMEETING

2. ELECTRONIC COPY OF ANNUAL REPORT AND NOTICE OF ANNUAL GENERALMEETING

4. PROXY

5. AUTHORISED REPRESENTATIVE

6. DOCUMENTS OPEN FORINSPECTION

7. E-VOTING

Explanatory Statement Item No. 3:-

8. MANDATORY FURNISHING/UPDATING OF PAN, KYC AND NOMINATION DETAILS:

Process and manner for attending the Annual General Meeting through InstaMeet:

Instructions for Shareholders/ Members to Speak during the Annual General Meeting through InstaMeet:

Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

Instructions for Shareholders/ Members to Vote during the Annual General Meeting through InstaMeet:

InstaVote Support Desk Link Intime India Private Limited

REMOTE E-VOTING: IMPORTANT DATES

Remote e-Voting Instructions for shareholders:

Login method for Individual shareholders holding securities in demat mode is given below:

Individual Shareholders holding securities in demat mode with NSDL:

METHOD 1 - If registered with NSDL IDeAS facility Users who have registered for NSDL IDeAS facility:

User who havenot registered for NSDL IDeAS facility:

METHOD 2 - By directly visiting the e-voting website of NSDL:

Individual Shareholders holding securities in demat mode with CDSL:

METHOD 1 – If registered withCDSL Easi/Easiest facility Users who have registeredfor CDSL Easi/Easiest facility.

OR

Users who have not registered for CDSL Easi/Easiest facility.

METHOD 2 - By directly visiting the e-voting website of CDSL.

Individual Shareholders holding securities in demat mode with Depository Participant:

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

Cast your vote electronically:

Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”): STEP 1 – Registration

STEP 2 –Investor Mapping

STEP 3 – Voting through remote e-voting.

METHOD 1 - VOTES ENTRY

Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode:

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

InstaVote Support Desk Link Intime India Private Limited

OTHER INFORMATION RELATED TO E-VOTING

GENERAL INSTRUCTIONS

For APT Packaging Limited

OTHER INFORMATION RELATED TO E-VOTING

GENERAL INSTRUCTIONS

DIRECTOR’S REPORT

To, The Members of APT Packaging Limited Aurangabad

Dear Members,

1. FINANCIALPERFORMANCE:

2. OPERATIONS:-

3. ADOPTION OF IND AS:-

4. DIVIDEND:

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

6. DEPOSIT:-

7. REMUNERATION TOEMPLOYEES:

8. DIRECTORS RESPONSIBILITYSTATEMENT:

9. DIRECTOR’S COMMENTS ON STATUTORY AUDITORS REPORT

10. AUDITORS:

11. SECRETARIAL AUDITORS:-

Secretarial Auditors Comments/Observations:-

12. RELATED PARTYTRANSACTIONS

13. ABSTRACT OF ANNUALRETURN

14. BOARD OFDIRECTORS

15. DECLARATION FROM DIRECTORS AND INDEPENDENT DIRECTORS

16. RISKMANAGEMENT

16. PARTICULARS OF LOANS, GUARANTEES ANDINVESTMENTS

17DISCLOSUREUNDERTHESEXUALHARASSMENTOFWOMENATWORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013

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