The Board of Directors are pleased to present the 51st (Fifty-first)Annual Report of the Company, together with the Audited FinancialStatements for the financial year ended March 31,2025.
The Company’s financial performance for the financial yearended March 31,2025 is summarised below: -
Particulars
Financial
year
2024-25
2023-24
Revenue from Operations
29,400
29,985
Other Income
131
147
Total Revenue
29,531
30,132
Expenses
Operating Expenditure
28,949
28,732
Depreciation and amortizationexpense
780
762
Total Expenses
29,729
29,494
Profit/(Loss) before Finance Costs,Exceptional Items and Tax
(198)
638
Finance Costs
166
246
Profit/(Loss) before ExceptionalItems and Tax
(364)
392
Profit/(Loss) Before Tax
Tax Expense(including deferred tax)
(303)
(25)
Profit/(Loss) After Tax
(61)
417
Other Comprehensive Income
8
24
Total Comprehensive Income
(53)
441
Earning per Share (Rs.)
(0.28)
1.93
The Company is engaged in the business of manufacturingand selling of manmade fibers yarn in India and operates inone segment only. During the financial year 2024-25: -
• Production of yarn was 194 lakh kilograms, as against209 lakh kilograms in the previous year, which is adecrease by 7% due to subdued market demand.
• Revenue from operations decreased to Rs. 29,400 lakhs,as against Rs. 29,985 lakhs in the previous year, whichis a decrease of 2%.
• Loss before tax was Rs. 364 lakhs, as against a profit ofRs. 392 lakhs in the previous year, which is a decreaseof 193%.
• Loss after tax was Rs. 61 lakhs, as against a profit of Rs.417 lakhs in the previous year, which is a decrease of115%.
• Basic and diluted EPS decreased to Rs. (0.28) as against,Rs. 1.93 in the previous year.
The primary reason for the decline in profitability was thesubdued demand for the Company’s products. A significantdrop in export demand-driven by geopolitical tensions,economic recession, and a slowdown in key international
markets such as Europe, Turkey, the United States, and theUnited Kingdom led to a glut in the domestic market andadversely impacted the Company’s performance. These factorsled to challenges in both demand and pricing, resulting in adecline in overall revenue from operations and pressure onprofit margins.
The Company has provided depreciation on property, plantand equipment in accordance with the provisions of ScheduleII of the Companies Act, 2013 (‘the Act’). The FinancialStatements for the financial year 2024-25 have been preparedin compliance with the applicable provisions of IndianAccounting Standards (IND-AS), as prescribed under the Act.
There is no change in the nature of business of your Companyduring the year under review.
The Board of Directors of your Company have not proposed totransfer any amount to the reserves for the financial year underreview.
In view of the loss incurred during the financial year, the Boardof Directors has not recommended any dividend for the yearunder review.
During the financial year 2024-25, the Company did not engagein any export activities, as its strategic focus remained on thedomestic market. The Company’s products continue to be well-recognized across India and have historically yielded betterprofitability in the domestic segment as compared to exports.
In view of the adverse market conditions for the Company’sproducts, the Company has put it’s expansion andmodernization plan on hold for the time being.
The production capacities remain 55296 spindles as at March31,2025.
The Authorised Equity Share Capital of the Company as atMarch 31, 2025, was Rs. 4,50,00,000/- (Rupees Four Croreand Fifty Lakh only), comprising 2,25,00,000 (Two Crore andTwenty-Five Lakh) equity shares of Rs. 2/- (Rupees Two) each.The Authorised Preference Share Capital was Rs. 3,00,00,000/- (Rupees Three Crore only), comprising 3,00,000 (Three Lakh)preference shares of Rs. 100/- (Rupees One Hundred) each.Accordingly, the total authorised share capital of the Companywas Rs. 7,50,00,000/- (Rupees Seven Crore and Fifty Lakhonly).
Paid up Share Capital
The Paid-up Share Capital of the Company as at March 31,2025, stood at Rs. 4,32,22,720/- (Rupees Four Crore Thirty-Two Lakh Twenty-Two Thousand Seven Hundred and Twentyonly), comprising 2,16,11,360 (Two Crore Sixteen Lakh ElevenThousand Three Hundred and Sixty) equity shares of Rs. 2/-(Rupees Two) each, fully paid-up.
During the financial year 2024-25, there was no change in theshare capital of the Company.
The Company does not have any Subsidiary, Joint Venture orAssociate Company.
During the year, below mentioned are ceased to be Directorsof the Company: -
• Smt. Uma Hada (DIN: 06463684) resigned as anIndependent Director of the Company, with effect fromclose of business hours on November 27, 2024. Shejoined the Board in the year 2015. She was a Member ofthe Audit Committee and Nomination and RemunerationCommittee. The Board places on record its sincereappreciation for her valuable contribution, during hertenure as an Independent Director on the Board of theCompany.
• Shri Deepak Vishwanath Harlalka (DIN: 00170335)resigned as Non-Executive Director of the Company, witheffect from close of business hours on December 09,2024. He joined the Board in the year 2023. He was aMember of the Audit Committee. The Board places onrecord its sincere appreciation for his valuablecontribution, during his tenure as Non-Executive, Non¬Independent Director on the Board of the Company.
Appointment of Directors
The Board of Directors at their meetings held on October 29,2024 and December 18, 2024, based on the recommendationsof the Nomination and Remuneration Committee, inter alia,approved the following appointments, respectively, to the Boardof Directors of the Company, subject to the approval of theshareholders of the Company: -
• Appointment of Shri Harpal Singh Chawla (DIN:00025492) as an Additional Director in the category ofIndependent Director of the Company for a period of fiveconsecutive years with effect from October 29, 2024 toOctober 28, 2029.
• Appointment of Shri Sanjay Rajgarhia (DIN: 00154167)as an Additional Director in the category of Non-Executive,Non-Independent Director of the Company with effect fromDecember 18, 2024 and liable to be retire by rotation.
In terms of Rule 8(5) (iiia) of the Companies (Accounts) Rules,2014, in the opinion of the Board, appointment of IndependentDirector during the financial year was made after due veracityof his experience, integrity, expertise and relevant proficiencywhich will add tremendous value to the Board in exercising hisrole effectively.
The requisite declarations and eligibility confirmations underthe provisions of the Act and SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 (‘ListingRegulations’) were received from Shri Harpal Singh Chawlaand Shri Sanjay Rajgarhia for considering their appointmentas Directors.
The brief profiles of Shri Harpal Singh Chawla and Shri SanjayRajgarhia are available on the Company’s website athttps://www.apmindustries.co.in/investors/board-of-directors/.
The appointment of Shri Harpal Singh Chawla as anIndependent Director was approved by the shareholders ofthe Company through a special resolution and the appointmentof Shri Sanjay Rajgarhia as a Non-Executive, Non-IndependentDirector was approved through an ordinary resolution. Bothresolutions were passed with the requisite majority by way ofpostal ballot via remote e-voting on January 22, 2025. Furtherdetails of the same are provided in the Report on CorporateGovernance, forming part of this Annual Report.
Retirement by rotation and subsequent re-appointment
In terms of Articles of Association of the Company andprovisions of the Act, Shri Rajendra Kumar Rajgarhia (DIN:00141766), Whole-time Director of the Company, is liable tobe retire by rotation at the ensuing Annual General Meeting(‘AGM’) and being eligible, offered himself for re-appointment.Based on the recommendation of the Nomination andRemuneration Committee, the Board of Directors recommendshis re-appointment for consideration by the shareholders ofthe Company at the ensuing AGM as Whole-time Director ofthe Company, liable to be retire by rotation. Brief profile ofShri Rajendra Kumar Rajgarhia with other details as stipulatedin Regulation 36(3) of the Listing Regulations and SecretarialStandard on General Meetings issued by the Institute ofCompany Secretaries of India (‘ICSI’), are provided in theNotice convening the 51st AGM.
A brief profile of Shri Rajendra Kumar Rajgarhia is availableon the Company’s website at
https://www.apmindustries.co.in/investors/board-of-directors/.
Except as stated above, there was no change in the Directorsor Key Managerial Personnel of the Company, during the yearunder review.
Declaration by Independent Directors
All the Independent Directors of the Company have given theirdeclaration to the Company under Section 149(7) of the Actthat they meet the criteria of independence as prescribed underSection 149(6) of the Act read with Regulation 16(1)(b) of theListing Regulations and are not disqualified from continuingas Independent Directors. They have registered themselvesas an Independent Director in the data bank maintained withthe Indian Institute of Corporate Affairs and have either qualifiedthe online proficiency self-assessment test or are exemptedfrom passing the test as required in terms of Section 150 ofthe Act read with Rule 6 of the Companies (Appointment andQualification of Directors) Rules, 2014. The Company has alsoreceived declaration from the Independent Directors that theyhave complied with the code of conduct of Directors and SeniorManagement. Based on the disclosures received, the Boardis of the opinion that, all the Independent Directors fulfill theconditions specified in the Act and Listing Regulations and areindependent of the management.
The Board adopted a formal mechanism for evaluating itsperformance as well as of its Committees and individualDirectors, including the Chairperson of the Board. Theevaluation was carried out through a structured questionnairecovering various aspects of the functioning of Board and itsCommittees. The detailed process in which annual evaluationof the performance of the Board, its Chairperson, itsCommittees and of individual Directors is disclosed in theCorporate Governance Report attached to this Report.
During the year, five meetings of the Board of Directors wereheld. The details of the meetings of the Board of Directors andits Committees are provided in the Corporate GovernanceReport, attached to this Report.
The Company has neither invited nor accepted any depositscovered under Chapter V of the Act. Accordingly, no disclosureor reporting is required in respect of such deposits.
In terms of the provisions of Section 139 of the Act, M/sChaturvedi & Partners, Chartered Accountants (FirmRegistration No.: 307068E), were re-appointed as Company’sStatutory Auditors by the shareholders at their 48th AGM heldon September 22, 2022, for second term of 5 (Five) consecutiveyears i.e. till the conclusion of the 53rd AGM of the Company,to be held in year 2027.
The Auditors’ Report read together with Annexures referred toin the Auditors’ Report for the financial year ended March 31,2025 does not contain any qualification, reservation or adverseremark.
In terms of provisions of Section 204 of the Act and theCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Board of Directors of the Company,on the recommendation of Audit Committee, had appointedM/s. RSM & Co. (Peer Review Certificate No.: 978/2020 andICSI Firm Registration No.: P1997DE017000), CompanySecretaries, to undertake the Secretarial Audit of the Companyfor the financial year 2024-25. The Secretarial Audit Report isattached as Annexure-1 to this report. The Secretarial AuditReport does not contain any qualification, reservation oradverse remark.
Pursuant to the amended provisions of Regulation 24A of theListing Regulations and Section 204 of the Act, read with Rule9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, the Board of Directors ofthe Company, on recommendation of the Audit Committee,had approved and recommended the re-appointment of M/s.RSM & Co. (Peer Review Certificate No.: 978/2020 and ICSIFirm Registration No.: P1997DE017000), CompanySecretaries as the Secretarial Auditors of the Company forinitial term of 5 (Five) consecutive years from the financial year2025-26 upto financial year 2029-30, subject to the approvalof the Members at ensuing AGM.
Brief profile and other details of M/s. RSM & Co., CompanySecretaries, are disclosed in the AGM Notice approved by theBoard. They have given their consent to act as SecretarialAuditors of the Company and have confirmed their eligibilityfor the appointment.
In terms of provisions of Section 148 read with Companies(Audit and Auditors) Rule, 2014, the Board of Directors of theCompany, on recommendation of the Audit Committee, hadappointed Shri Naresh Kumar Goel, Cost Accountant(Membership No.: 9876), as the Cost Auditor of the Companyfor the financial year 2024-25 at a remuneration of Rs. 55,000/- plus applicable taxes and reimbursement of out-of-pocketexpenses incurred in this connection.
The Company has maintained cost records for certain productsas specified by the Central Government under Section 148(1)of the Act. Shri Naresh Kumar Goel, the Cost Auditor, is in theprocess of carrying out the cost audit for applicable productsduring the financial year 2024-25.
The Board of Directors of the Company, on therecommendation made by the Audit Committee, re-appointedShri Naresh Kumar Goel, Cost Accountant as the Cost Auditorof the Company to conduct the audit of cost records ofapplicable products for the financial year 2025-26. Shri NareshKumar Goel, being eligible, has consented to act as the CostAuditor of the Company for the financial year 2025-26 and haveconfirmed that he is not disqualified to be appointed as such.The remuneration proposed to be paid to the Cost Auditor issubject to ratification by the members of the Company at theensuing AGM.
In terms of provisions of Section 138 of the Act and theCompanies (Accounts) Rules, 2014, the Board of Directors ofthe Company, on the recommendation of the Audit Committee,re-appointed M/s M M Sharma & Co., Chartered Accountants(Firm Registration No.: 001797N), as Internal Auditors of theCompany, for the financial year 2024-25. There are noqualifications, reservations or adverse remarks in the InternalAuditor’s Reports.
The Board of Directors of the Company, on therecommendation made by the Audit Committee, re-appointedM/s M M Sharma & Co., Chartered Accountants, as the InternalAuditors of the Company for the financial year 2025-26. M/s MM Sharma & Co., being eligible, have consented to act as theInternal Auditors of the Company for the financial year 2025¬26.
Reporting of Frauds by Auditors
None of the Auditors of the Company has identified andreported any fraud as specified under the second proviso ofSection 143(12) of the Act, therefore no disclosure is requiredunder Section 134(3)(ca) of the Act.
Pursuant to Section 134 of the Act (including any statutorymodification(s) and/or re-enactment(s) thereof for the timebeing in force), with respect to Directors’ ResponsibilityStatement, it is hereby confirmed that: -
• in the preparation of the annual accounts for the financialyear ended March 31, 2025, the applicable AccountingStandards have been followed and there are no materialdepartures from the same;
• the Directors have selected such accounting policies andapplied them consistently and made judgments andestimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Companyat the end of the financial year i.e. March 31,2025 and ofthe profit/loss of the Company for the financial year endedMarch 31,2025;
• the Directors have taken proper and sufficient care forthe maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing anddetecting fraud and other irregularities;
• the Directors have prepared the annual accounts on agoing concern basis;
• the Directors have laid down internal financial controls tobe followed by the Company and that such internalfinancial controls are adequate and were operatingeffectively; and
• the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws andthat such systems were adequate and operatingeffectively.
Your Company has in place adequate internal financial controlsystems commensurate with the size of operations. The policiesand procedures adopted by your Company ensures the orderlyand efficient conduct of business, safeguarding of assets,prevention and detection of frauds and errors, adequacy andcompleteness of the accounting records, and timely preparationof reliable financial information. The entire system is monitoredby Internal Audit team of an external firm of CharteredAccountants.
The Internal Auditors of the Company conduct regular internalaudits and the Audit Committee reviews periodically theadequacy and effectiveness of internal control systems andtakes steps for corrective measures whenever required.
The Company has in place a Corporate Social ResponsibilityPolicy (‘CSR Policy’) which outlines the Company’s philosophyand responsibility and lays down the guidelines and mechanismfor undertaking socially impactful programs towards welfareand sustainable development of the community around the areaof its operations. The CSR Policy is disclosed on theCompany’s website at https://www.apmindustries.co.in/investors/policies-codes/. In terms of Section 135 of the Act read with Rule 8 of theCompanies (Corporate Social Responsibility Policy) Rules,2014 as amended, the Annual Report on Corporate SocialResponsibility Activities for financial year 2024-25 is attachedas Annexure-2 to this Report. For other details regarding theCSR Committee, please refer to the Corporate GovernanceReport, which is a part of this report.
As on date, the Audit Committee comprises Shri Manish Gargas Chairman and Shri Sanjay Rajgarhia, Smt. Nirmala Bagriand Shri Harpal Singh Chawla as Members of Committee.
All the recommendations made by the Audit Committee wereaccepted by the Board of Directors.
Further, details on Audit Committee are provided in theCorporate Governance Report attached to this Report.
The Company has in place a ‘Nomination and RemunerationPolicy’ for its Directors, Key Managerial Personnel and SeniorManagement/other employees, which outlines the criteria fordetermining qualifications, positive attributes, independenceof a director and other relevant matters. The Policy is availableon the Company’s website, web link for the same ishttps://www.apmindustries.co.in/investors/policies-codes/. Thesalient features of the Policy have been disclosed in theCorporate Governance Report, which forms an integral part ofthis Board’s Report.
All contracts, arrangements and transactions entered into bythe Company with related parties during the financial year2024-25 were in the ordinary course of business and on anarm’s length basis, and were duly approved by the AuditCommittee. The Board of Directors has established criteria forgranting omnibus approval by the Audit Committee fortransactions that are repetitive in nature, in accordance withthe Company’s Policy on Materiality of Related PartyTransactions and dealing with Related Party Transactions(‘RPT Policy’). During the year under review, the Companydid not enter into any materially significant related partytransactions as defined in the RPT Policy. Accordingly,disclosure of related party transactions under Section 188(1)of the Act in Form AOC-2 is not applicable. Related partydisclosures have been provided in Note No. 53 to the FinancialStatements, which form part of this Annual Report. The RPTPolicy is available on the Company’s website, web link for thesame is https://www.apmindustries.co.in/investors/policies-codes/.
19. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION. FOREIGN EXCHANGE EARNINGS ANDOUTGO
The information relating to conservation of energy, technologyabsorption and foreign exchange earnings and outgo, asrequired under Section 134(3)(m) of the Act, read with Rule 8of the Companies (Accounts) Rules, 2014, is attached asAnnexure-3 to this Report.
The risk management framework is designed to identify,evaluate and assess business risks and their impact onCompany’s business. The risk assessment and minimizationprocedures are reviewed by the Board periodically to ensurethat executive management controls risk through themechanism of a properly defined framework. The frameworkis aimed at creating and protecting stakeholder’s value byminimizing threats and losses besides identifying andmaximizing opportunities.
The disclosure required under Section 197 of the Act read withRule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014 is annexed asAnnexure-4 to this Report.
As per the provisions of Section 136(1) of the Act, the AnnualReport and the Accounts are being sent to all the members ofthe Company, excluding the information required under Section197(12) of the Act read with Rule 5(2) and 5(3) of Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014. Any member interested in obtaining suchinformation may write to the Company Secretary at theRegistered Office. The said information is also available forinspection at the Registered Office during working hours up tothe date of the ensuing AGM.
In terms of Sections 92(3) and 134(3)(a) of the Act and theCompanies (Management and Administration) Rules, 2014,the Annual Return is available under the ‘Investors’ section ofthe Company’s website and can be viewed at the followinglink: https://www.apmindustries.co.in/investors/reports-returns/annual-returns/.
The Corporate Governance philosophy of the Company is areflection of principles entrenched in our values and policiesand also embedded in our day-to-day business practices,leading to value-driven growth. Aligning itself to this philosophy,the Company has placed Corporate Governance on a highpriority.
A detailed Report on Corporate Governance pursuant to therequirements of Regulation 34 read with Schedule V of theListing Regulations, is attached as Annexure-5 to this Report.A certificate from the Practicing Company Secretary confirmingcompliance with the conditions of Corporate Governance, asstipulated in Clause E of Schedule V to the Listing Regulations,is attached to the Corporate Governance Report.
The Board Members and Senior Management Personnel haveaffirmed compliance with the Code of Conduct for Directorsand Senior Management for the financial year ended March31,2025. A certificate from the Managing Director confirmingthe same is attached to the Corporate Governance Report.
A certificate from the Managing Director and Chief FinancialOfficer confirming correctness of the financial statements,adequacy of internal control measures and other relatedmatters, is also attached to the Corporate Governance Report.
The Management Discussion and Analysis Report, asstipulated under Listing Regulations, is attached as Annexure-6 to this Report.
The Company is committed to promoting ethical conduct in allits business activities. The Company has a robust vigilmechanism through its Whistle Blower Policy approved andadopted by Board of Directors of the Company in compliancewith the provisions of Section 177(10) of the Act and Regulation22 of the Listing Regulations.
The details of Vigil Mechanism (Whistle Blower Policy) adoptedby the Company have been disclosed in the CorporateGovernance Report, which forms an integral part of this AnnualReport.
The Company has complied with all the applicable provisionsof the Maternity Benefit Act, 1961. Adequate measures are inplace to ensure that female employees are provided with thebenefits and protections mandated under the said Act, includingmaternity leave, nursing breaks, and other entitlements. TheCompany remains committed to promoting a supportive andinclusive workplace for all employees.
During the financial year 2024-25, the Company has not givenloans, guarantees and investments as per Section 186 of theAct.
The Company has complied with the Secretarial Standard-1on ‘Meetings of the Board of Directors’ and SecretarialStandard-2 on ‘General Meetings’ as issued by the ICSI.
During the year under review: -
• The Company has not (i) issued any shares, warrants,debentures, bonds, or any other convertible or non¬convertible securities (ii) issued equity shares withdifferential rights as to dividend, voting or otherwise (iii)issued any sweat equity shares to its Directors oremployees (iv) made any change in voting rights (v)reduced its share capital or bought back shares (vi)changed the capital structure resulting from restructuring(vii) failed to implement any corporate action.
• The Company’s securities were not suspended for tradingduring the year.
• The disclosure pertaining to explanation for any deviationor variation in connection with certain terms of a publicissue, rights issue, preferential issue, etc. is not applicableto the Company.
• There were no significant and material orders were passedby the Regulators or Courts or Tribunals which impactthe going concern status of the Company and itsoperations in the future;
• There was no instance of any one-time settlement withany Banks or Financial Institutions.
• No application has been made under the Insolvency andBankruptcy Code, 2016 (31 of 2016) (‘the IBC, 2016’),hence, the requirement to disclose the details ofapplication made or any proceeding pending under theIBC, 2016 during the year along with their status as atthe end of the financial year is not applicable.
• There have been no material changes and commitment,affecting the financial position of the Company whichoccurred after the close of the financial year 2025 till thedate of this Report, other than those already mentionedin this Report.
30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMENAT WORKPLACE (PREVENTION, PROHIBITION &REDRESSAL) ACT, 2013
The Company has Zero Tolerance towards any action on thepart of any employee which may fall under the ambit of ‘SexualHarassment’ at workplace, and is fully committed to upholdand maintain the dignity of every woman working in theCompany.
Hence, the Company has in place a Policy for prevention ofSexual Harassment at the Workplace in line with therequirements of the Sexual Harassment of Women at theWorkplace (Prevention, Prohibition & Redressal) Act, 2013.
Further, the Company has also constituted Internal ComplaintsCommittee in compliance with the provisions of the SexualHarassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013.
Details of complaints received and disposed of during thefinancial year are as follows: -
(a) Number of complaints of sexual harassment receivedduring the year: - Nil
(b) Number of complaints disposed of during the year: - Nil
(c) Number of cases pending for more than 90 days: - Nil
In its endeavor to improve investor services, your Companyhas taken the following initiatives: -
• The Investors Section on the website of the Companywww.apmindustries.co.in is updated regularly forinformation of the shareholders.
• There is a dedicated e-mail idcsapmindustriesltd@gmail.com for sendingcommunications to the Company Secretary andCompliance Officer.
• Disclosure made to the Stock Exchange are promptlyuploaded on the website of the Company, as perrequirement of Listing Regulations for information of theInvestors.
Members may lodge their requests, complaints and
suggestions on this e-mail as well.
The Board of Directors places on record its sincere gratitudeand appreciation to all the employees of the Company. Theconsistent growth and success achieved during the year wouldnot have been possible without their hard work, commitment,cooperation and dedication.
The Board also extends its heartfelt appreciation to theCompany’s Customers, Shareholders, Suppliers, Vendors,Bankers, Business Associates and the Regulatory andGovernment Authorities for their continued support and trust.
Rajendra Kumar RajgarhiaPlace: New Delhi Chairman and Whole time Director
Dated: July 31, 2025 DIN: 00141766