Apt Packaging Ltd — Regulatory Filings 2025

Jun 1, 2025

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CIN:-L24100MH1980PLC022746 Ref No. APT/2024-25/CS/ASCR

1[st] June-2025

To The Manager – Listing BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai – 400001 BSE Code: 506979

Subject: Annual Secretarial Compliance Report for the year ended 31[st] March, 2025

Reference: Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

On a voluntary basis and as part of good corporate governance practices, we are submitting herewith the Annual Secretarial Compliance Report for the financial year ended 31[st] March, 2025.

However, in the spirit of transparency and corporate governance, we are submitting the report voluntarily.

Kindly take the same on record and acknowledge receipt.

Thanking you,

Yours faithfully, For APT Packaging Limited

JYOTI S Digitally signed by JYOTI S BAJPAI Date: 2025.06.01 BAJPAI 18:16:00 +05'30'

CS Jyoti Bajpai Company Secretary M. No. A-69064

Encl.: As above

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GANESH PALVE & ASSOCIATES Com an Secretaries p y

SECRETARIAL COMPLIANCE REPORT OF APTPACKAGING LIMITED FOR THE YEAR ENDED 31[ST] MARCH, 2025

1. We Ganesh Palve and Associates have examined:-

• a) All the documents and records made available to us and explanation provided by APT Packaging Limited (“the Listed Entity”) arising from the compliances of specific Regulations listed under Para 2.

• b) The fillings/submissions made by the Listed Entity to the stock exchange in connection with the above.

• c) Website of the Listed Entity

• d) Any other documents/filling as may be relevant, which has been relied upon to make this certification.

For the year ended 31[st ] March,2025 (Review period”) in respect of Compliance with the provisions of:

• a) The Securities and Exchange Board of India Act 1992 (SEBI Act), and the Regulations, Circulars, guidelines issued there under ; and

• b) The Securities Contracts (Regulations) Act, 1956 (“SCRA”) rules made there under and the Regulations, Circulars, guidelines issued there under by the Securities and Exchange Board of India (“SEBI”);

2. The specific regulations, whose provisions and the circular/guidelines issued there under, have been examined include:-

a. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time)

b. securities and Exchange Board of India { Issue of Capital and Disclosure Requirements) Regulations, 2018 (as amended from time to time)

c. Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (as amended from time to time)

d. Securities and Exchange Board of India (Buy back of Securities) Regulations, 2018 {as amended from time to time): Not Applicable during the review period.

e. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,2021(as amended from time to time) ): Not Applicable during the review period.

f. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021(as amended from time to time):-Not Applicable during the review period

g. Securities and Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 (as amended from time to time)

h. Other regulations as applicable) and circulars/guidelines issued there under:

a) Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices related to Securities Market), Regulations 2003 (as amended from time to time)

• Securities and Exchange Board of India (Registrars to an issue and Share Transfer Agents) Regulations, 1993 (as amended from time to time)

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And based on the above examination, I/We hereby report that, during the Review Period the compliance status of the listed entity is appended as below:

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Sr Particulars Compliance Status Observations/Remarks
No (Yes/No) By PCS
1. Secretarial Standards: The
compliances of the listed entity are in
accordance with the applicable Yes -
Secretarial Standards (SS) issued by
the Institute of Company Secretaries
India (ICSI), as notified by the Central
Government under section 118(10) of
the Companies Act, 2013 and
Mandatorily applicable
2. Adoption and timely updation of the -
Policies: - All applicable policies under
SEBI Regulations are adopted with the Yes
approval of board of directors of the
listed entities -All the policies are in
conformity with SEBI Regulations and
have been reviewed & updated on
time, as per the
regulations/circulars/guidelines issued
by SEBI
3. Maintenance and disclosures on -
Website: -The Listed entity is
maintaining a functional website -
Timely dissemination of the Yes
documents/ information under a
separate section on the website -Web-
links provided in annual corporate
governance reports under Regulation
27(2) are accurate and specific which
re-directs to the
relevant document(s)/ section of the
website
4. Disqualification of Director: None of
the Director(s) of the Company is/are Yes -
disqualified under Section164 of
Companies Act, 2013 as confirmed by
the listed entity.
5. Details related to Subsidiaries of listed
entities have been examined w.r.t.:
(a) Identification of material subsidiary NA Company does not have
companies any Subsidiary
(b) Disclosure requirement of material company.
as well as other subsidiaries
6. Preservation of Documents: The listed
entity is preserving and maintaining
records as prescribed under SEBI Yes -
Regulations and disposal of records
as per Policy of Preservation of
Documents and Archival policy
prescribed under SEBI LODR
Regulations, 2015
7. Performance Evaluation: The listed
entity has conducted performance
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evaluation of the Board, Independent Yes -
Directors and the Committees at the
start of every financial year/during the
financial year as prescribed in SEBI
Regulations
8. Related Party Transactions:
(a) The listed entity has obtained prior a) Yes
approval of Audit Committee for all As the company has
related party transactions; or obtained prior approval
(b) The listed entity has provided b) NA of Audit Committee for
detailed reasons along with all related party
confirmation whether the transactions transactions so point 8
were subsequently (b) is not applicable
approved/ratified/rejected by the Audit
Committee, in case no prior approval
has been obtained.
9. Disclosure of events or information: -
The listed entity has provided all the
required disclosure(s) under Yes
Regulation 30 along with Schedule III
of SEBI LODR Regulations, 2015 with
in the time limits prescribed there
Under
-
10. Prohibition of Insider Trading: The
listed entity is in compliance with
Regulation 3(5) & 3(6) SEBI Yes
(Prohibition of Insider Trading)
Regulations,2015.
11. Actions taken by SEBI or Stock -
Exchange(s), if any: No action(s) has
been taken against the listed entity/ its
promoters/ directors/ subsidiaries
either by SEBI or by Stock Exchanges Yes
(including under the Standard
Operating Procedures issued by SEBI
through various circulars) under SEBI
Regulations and circulars/guidelines
issued there under except as provided
under separate paragraph herein ()
12. Additional Non-compliances, if any: No NA Company has not
additional non-compliance observed applicable to
for any SEBI comply any additional
regulation/circular/guidance note etc. compliance requirement.
Compliances related to resignation of statutory auditors from listed entities and their material
subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019:
1. Compliances with the following conditions while appointing/re-appointing an auditor
i. If the auditor has resigned within 45
days from the end of a quarter of a NA
financial year, the auditor before such
resignation, has issued the limited
review/ audit report for such quarter; or During the year under
ii. If the auditor has resigned after 45 review there is
days from the end of a quarter of a no case or resignation
financial year, the auditor before such of Statutory Auditor &
resignation, has issued the limited tenure has not
review/ audit report for such quarter as completed yet.
NA
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Well as the next quarter; or iii. If the auditor has signed the limited review/ audit report for the first three quarters of a financial year, the auditor before such resignation, has issued the limited review/ audit report for the NA last quarter of such financial year as well as the audit report for such financial year. 2. Other conditions relating to resignation of statutory auditor i. Reporting of concerns by Auditor with respect to the listed entity/its material subsidiary to the Audit Committee: a. In case of any concern with the management of the listed entity/material subsidiarysuch as nonavailability of information / noncooperationbythemanagementwhich has hampered the audit process, the NA auditor has approached the Chairman of the Audit Committee of the listed entity and the Audit Committee shall receive such concern directly and immediately without specifically waiting for the quarterly Audit Committee meetings. During the year under b. In case the auditor proposes to review there is resign, all concerns with respect to the NA no case or resignation proposed resignation, along with of Statutory Auditor & relevant documents has been brought tenure has not to the notice of the Audit Committee. completed yet. In cases where the proposed resignation is due to non-receipt of information / explanation from the company, the auditor has informed the Audit Committee the details of information / explanation sought and not provided by the management, as applicable. c. The Audit Committee / Board of Directors, as the case may be, deliberated on the matter on receipt of such information from the auditor relating to the proposal to resign as NA mentioned above and communicate its views to the management and the auditor.

ii. Disclaimer in case of non-receipt of information: The auditor has provided an appropriate disclaimer in its audit report, which is in accordance with the Standards of Auditing as specified by ICAI/NFRA, in case where the listed entity/ its material subsidiary has not provided information as required by the auditor

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1. The listed entity / its material subsidiary has obtained information from the Auditor upon resignation, in the format as specified in Annexure- A in SEBI Circular NA CIR/ CFD/CMD1/114/2019 dated 18th October, 2019.

Assumptions & Limitation of Scope and Review:

1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity

2. Our responsibility is to certify based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.

3. We have not verified the correctness and appropriateness of financial Records and Books of Accounts of the listed entity.

4. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

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(a)(**) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued there under, except in respect of matters specified below:

	matters specified below:	matters specified below:	matters specified below:
Sr No .	Compliance Requirement (Regulation s/circulars/ guidelines including specific clause) Regulation /Circular No. Devi atio ns			Actio n Take n by	Type of Action	Detail s of Violat ion	Fine Amo unt	Observations/Remarks of the Practicing Company Secretary	Management Response	Rema rks
01.	Advertisement in news paper for Quarterly results 47 (1) -			PCS	-	-	-	Delayed in advertisement of Quarterly results in news papers for June-2024, September-2024 and December-2024 quarter respectively.	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.	-
02.	Event Based ROC fillings and Compliances. Companies Act-2013 -			PCS	-	-	-	Delayed in filling of ROC forms for the resignation of Independent Director to Registrar of companies.	Management is of the view that all compliances has been done with additional fees to ROC. Due to technical issue at MCA website the delay was occurred.	-
03.	Discrepancy in promoter & Promoter Group shareholding and SDD (Database of designated Persons) of depositories.	SEBI Circulars No. SEBI/HO/ISD/ ISD/CIR/P/20 20/168 dated September 9, 2020 and SEBI/CIR/CF D/DCR1/CIR/ P/2020/181 dated September 23, 2020	-	BSE	Discrep ancies in	Clarific ation	-	Discrepancies ofCompany has not provided PAN of Promoter/Promoter group in depositories system.	Company has clarified the matter to BSE and query is under process with BSE.

04.	Statement of Impact of Audit Qualifications not submitted in Pdf (Yearly not Submitted) for Year Ended - March 2024	SEBI circular no. SEBI/HO/CFD/P oD2/CIR/P/2023 /120dated July 11, 2023 (Chapter-VII	-	BSE	Clarific ation and fine	Yearly data is require d	2.15 Lakhs	Company has mentioned quarterly figures in Statement of impact for the quarter ended 31stMarch, 2024 instead yearly figures and after email of BSE rectified the same. Though the query has been closed by BSE but waive application is still under process with BSE.	Management of the opinion that company hassubmitted yearly statement of Impact of Audit Qualification but made a typographical mistakes in heading and figures of said file. There being no change in any other results of the company. Waiver application filed by company for the said fine and application is still under process since July, 2024. Company has sent reminder for the same.	-

(b) The listed entity has taken the following actions to comply with the observations made in previous reports i.e 31.03.2024 report:

(b) The listed entity has taken the following actions to comply with the observations made in previous reports i.e 31.03.2024 report:	(b) The listed entity has taken the following actions to comply with the observations made in previous reports i.e 31.03.2024 report:	(b) The listed entity has taken the following actions to comply with the observations made in previous reports i.e 31.03.2024 report:	(b) The listed entity has taken the following actions to comply with the observations made in previous reports i.e 31.03.2024 report:	(b) The listed entity has taken the following actions to comply with the observations made in previous reports i.e 31.03.2024 report:	(b) The listed entity has taken the following actions to comply with the observations made in previous reports i.e 31.03.2024 report:	(b) The listed entity has taken the following actions to comply with the observations made in previous reports i.e 31.03.2024 report:	(b) The listed entity has taken the following actions to comply with the observations made in previous reports i.e 31.03.2024 report:	(b) The listed entity has taken the following actions to comply with the observations made in previous reports i.e 31.03.2024 report:	(b) The listed entity has taken the following actions to comply with the observations made in previous reports i.e 31.03.2024 report:	(b) The listed entity has taken the following actions to comply with the observations made in previous reports i.e 31.03.2024 report:
Sr No .	Complian ce Requirem ent (Regulatio ns/ circulars/ guidelines including specific clause) Regulation /Circular No.		Devia tions	Action Taken by	Type of Action	Details of Violati on	Fine Amount	Observations/Remarks of the Practicing Company Secretary	Management Response Rema rks
01.	Advertisem ent in news paper for Quarterly results 47 (1)		-	PCS	-	-	-	Delayed in advertisement of Quarterly results in news papers for June-2023, September-2023 and December-2023 quarter respectively.	Management has in discussion with publication agencies for the arrangement of timely publication and noted the delayed reasons due to advance booking requirement and advance booking in news paper.
02.	Event Based ROC fillings and Compliance s.	Companies Act-2013	-	PCS	-	-	-	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 filed all forms with additional fees with Registrar of Companies.

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03. Non- The - BSE Clarificat Non- Nil Company has given two time There is no reply from
submission Exchange ion Submiss reply to exchange on exchange for the said query
of the vide email ion 02/10/2023 and 13/02/2024 yet not closed by exchange
details of its dated respectively but the case is still yet.
Statutory opened at BSE listing portal.
September
Auditors by Company was not listed during
8, 2023, has
September the period hence required
18, 2023. requested information not available with
listed
the Auditors of the company
entities to
submit the
details of its
Statutory
Auditors by
September
18, 2023.
04. Reconciliati Reg 31 and - BSE Discrepa Clarificat NIL It is observed from the Exchange Closed this query
on of Share Reg 76 ncy ion submission made under 31 of
Capital LODR and Reg 76 of DP
Audit regulation for quarter ended Jun
Report 30, 2023, that there is a
mismatch in no of shares held in
dematerialized form in
Shareholding Pattern and
Reconciliation of Share capital
Audit report.
05. Non- Regulation - - - - - Company has maintained Company has maintained
maintenan 46 functional website since the functional website since the
ce of monthMarch,2023. monthMarch,2023.
Company
website
06. Non- Regulation - - - - - Company has appointed Company has appointed
appointme 6 Company Secretary on 1 [st] Company Secretary on 1 [st]
nt of whole July, 2022 and till continues. July, 2022
time
company
secretary
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*Note:- We have mentioned those queries and remarks for which queries are pending with exchange. Queries and discrepancies which are closed by exchange not mentioned.

For GANESH PALVE AND ASSOCIATES COMPANY SECRETARY

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CS. Ganesh Palve (Proprietor) ACS.No:42980 CP No: 23264 UDIN:- A042980G000521361 PEER REVIEW NO:- 4165/2023

Date: 31[st] May,2025 Place: Aurangabad (Chh. Sambhajinagar)

Add:- A.bad.- flat no -007,plot no 06, sai-jagnnath apt, ranjit nagar,kalda corner, aurangabad-431001. Pune- flat no.01, shakuntal apt, near karve statue, kothrud, pune E-mail: csganeshpalve@gmail.com, p.no-7020332255 / 9923465648