1. We have audited the accompanying standalone financial statements of Apt Packaging Limited
having CIN: L24100MH1980PLC022746 (“the Company”), which comprise the Standalone Balance
Sheet as at 31^st March 2025, the Standalone Statement of Profit and Loss (including other
comprehensive income), Standalone Statement of Cash Flows and Standalone Statement of Changes
in Equity for the year then ended, and notes to the Standalone financial statements, including a
summary of material accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, except
for the effects of the matter described in the Basis for Qualified Opinion paragraph, the aforesaid
standalone financial statements give the information required by the Companies Act, 2013 (‘the Act') in
the manner so required and give a true and fair view in conformity with Indian Accounting Standards
prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended (“Ind AS”) and the other accounting principles generally accepted in India, of
the state of affairs of the Company as at 31st March 2025 and its profit (financial performance
including other comprehensive income), the changes in equity and its cash flows for the year ended on
that date.

Basis for Qualified Opinion

3. We conducted our audit in accordance with Standards on Auditing (SAs) specified under section
143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's
Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are
independent of the Company in accordance with the Code of Ethics issued by the Institute of
Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our
audit of the Standalone financial statements under the provisions of the Act and the rules there under,
and we have fulfilled our other ethical responsibilities in accordance with these requirements and the
ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our qualified opinion.

Qualification

4. a. The company has not provided/ paid interest of Rs 0.57 Lakhs for the year on delayed payment to
parties covered under the provisions of Micro, Small and Medium Enterprises Development Act,
2006. Refer note no 16.2 to the financial statements.

b. The company has not provided GST liability totaling Rs. 20.70 Lakhs for the financial year 2019¬
20 for the reasons stated in note no - 29(g) to the financial statements. The appeal against this order
has been filed before the appellate authority.

c. The balances of Trade Receivable, Trade Payable, Unsecured Loans, Employees, Loans and
Advances are subject to confirmations and reconciliation. Refer note no 33 to the financial
statements.

d. Attention is invited to note no 7.4 to the financial statement in respect of non-provisioning of
doubtful debts amounting Rs. 11.45 Lakhs.

Emphasis of Matter

5. a. The company is valuing its stock on first in first out basis based upon the physical verification of
inventory conducted by the management at the year end. The Company has yet to implement a
system by which the valuation is derived based on the purchases and consumption records
maintained in the computer system.

b. The interest on unsecured loans availed from related and other unrelated parties has not been
provided for in view of waiver of interest for the current year received from lenders.

c. We draw attention to Note No. 31 to the financial statements, which states that the Company's
accumulated losses have exceeded its net worth as at the balance sheet date. Notwithstanding this,
the financial statements have been prepared by the management on a going concern basis.

Subsequent to the year end, the Company has made a preferential allotment of equity shares on
May 8, 2025, for a total consideration of Rs1,965.00 lakhs (including share premium), resulting in a
positive net worth.

Our opinion is not modified in respect of above matters.

Information other than the Standalone Financial Statements and Auditor’s Report thereon

6. The Company's Board of Directors is responsible for the other information. The other information
comprises the information included in the annual report but does not include the financial statements
and our auditor's report thereon.

7. Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.

8. In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements, or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is material
misstatement of this other information; we are required to report that fact. We have nothing to report
in this regard.

Management’s Responsibility for the Standalone Financial Statements

9. The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act
with respect to the preparation of these standalone financial statements that give a true and fair view
of the financial position, financial performance (including other comprehensive income), changes in
equity and cash flows of the Company in accordance with the accounting principles generally
accepted in India, including the Ind AS specified under section 133 of the Act. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the financial
statement that give a true and fair view and are free from material misstatement, whether due to fraud
or error.

10. In preparing the financial statements, management is responsible for assessing the Company's ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.

11. The Board of Directors is also responsible for overseeing the Company's financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

12. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with Standards on Auditing will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.

13. As part of an audit in accordance with Standard on Auditing, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:

a. Identify and assess the risks of material misstatement of the standalone financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.

b. Obtain an understanding of internal financial controls relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are
also responsible for expressing our opinion on whether the Company and its subsidiary
companies which are companies incorporated in India, has adequate internal financial controls
system in place and the operating effectiveness of such controls.

c. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

d. Conclude on the appropriateness of management's use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the ability of the Company to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention
in our auditor's report to the related disclosures in the standalone financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's report. However, future events or conditions
may cause the Company to cease to continue as a going concern.

e. Evaluate the overall presentation, structure and content of the standalone financial statements,
including the disclosures, and whether the standalone financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the standalone financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in
the standalone financial statements.

14. We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.

15. We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.

16. From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the standalone financial statements of the current period
and are therefore the key audit matters. We describe these matters in our auditor's report unless law
or regulation precludes public disclosure about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.

Report on Other Legal and Regulatory Requirements

17. As required by the Companies (Auditor's Report) Order, 2020 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give
in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the
extent applicable. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account subject to our comment on edit log in para (h) (vi) below,
as required by law have been kept by the Company so far as it appears from our examination of
those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Statement of Cash Flow dealt with
by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified
under Section 133 of the Act, read with the Companies (Accounting Standard) Rules, 2015 as
amended.

(e) On the basis of the written representations received from the directors as on 31st March, 2025
taken on record by the Board of Directors, none of the directors is disqualified as on 31st March,
2025 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in
“Annexure B”.

(g) In our opinion and to the best of our information and according to the explanations given to us,
the remuneration paid by the Company to its directors during the year is in accordance with the
provisions of section 197 of the Act.

(h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule

11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our

information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its
standalone financial statements - Refer Note 29 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the Company.

iv. (a) the Management has represented that, to the best of its knowledge and belief, no
funds (which are material either individually or in the aggregate) have been advanced or
loaned or invested (either from borrowed funds or share premium or any other sources or
kind of funds) by the company to or in any other person or entity, including foreign entity
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that
the Intermediary shall, whether, directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the company (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries;

(b) the Management has represented, that, to the best of its knowledge and belief, no
funds (which are material either individually or in the aggregate) have been received by
the company from any person or entity, including foreign entities (“Funding Parties”), with
the understanding, whether recorded in writing or otherwise, that the company shall,
whether, directly or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and.

(c) Based on audit procedures that have been considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b)
above, contain any material mis-statement.

v. The company has not declared a dividend including interim dividend.

vi. As per the information and explanations given to us and based on our examination, which
included test checks, the accounting software of the company in which books of accounts
are maintained during the year does not have feature of recording audit trail (edit log)
facility.

For Gautam N Associates
Chartered Accountants
FRN: 103117W

SD/-

Gautam Nandawat
Partner
M No: 032742
UDIN:25032742BMJJLA4489

Place: Chhatrapati Sambhajinagar
Dated: 28^th May 2025