The Directors have pleasure in presenting the Fiftieth Annual Report together with the Audited Financial Statements for
the year ended on March 31, 2024.

OPERATIONS AND FINANCIAL RESULTS:

The Company’s Plant is still not operational. The working results of the Company shows Net Loss of Rs. 2713000/- for
the financial year 2023-2024 and the losses are due to administrative expenses incurred during the year 2023-2024.

TRANSFER TO RESERVES

There was no transfer made to any Reserve during the year.

DIVIDEND

The Board of directors do not recommend any dividend for the financial year 2023-2024.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Due to no operations, the Management Discussion and Analysis report are not given.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR:

There have been no material changes and commitments, affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to which the financial statements relate and the date of
the report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

5 (Five) meetings of the Board of Directors were held during the year on 25.05.2023, 10.08.2023, 01.11.2023, 14.11.2023
and 13.02.2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act and Articles of Association, Mrs. Uma Yelavarthy (DIN:
07293822) Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers herself
for re-appointment.

b) Company Secretary

Mrs. Maitri Gala has resigned as the Company Secretary and Compliance Officer with effect from April 16, 2024.
The Board expresses its gratitude Mrs. Maitri Gala for the services rendered by her during her tenure with the
Company.

c) Cessation

Ms. Sugandha Digambar Shelatkar completion of his Second term as an Independent director from June 22, 2024.
Accordingly Ms. Sugandha Digambar Shelatkar ceased to be Independent Director of the company.

d) Reappointment

The Board at its meeting held on November 13, 2024 re-appointed Mr. Narasimha Reddi Akkineni (DIN: 09435476)
as a Whole-time Director designated as Executive Director and CFO of the Company with effect from December
13, 2024 for a further period of 5 years.

The necessary Special Resolution for re-appointment of Mr. Narasimha Reddi Akkineni (DIN: 09435476) as a Whole¬
time Director designated as Executive Director and CFO for a further period of 5 years has been incorporated in the
notice of the forthcoming Annual General Meeting of the Company along with brief details about him.

DECLARATION FROM INDEPENDENT DIRECTORS

Directors who are independent directors, have given declaration as required under section 149(7) of the Act that each of
them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no
change in the circumstances which may affect their status as independent director during the year. In the opinion of the
Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

a. Board of Directors:

The Board of Directors comprises of the following Directors:

The Board of Directors of your Company met 5 (Five) times during the year to deliberate on various matters i.e. on
25.05.2023, 10.08.2023, 01.11.2023, 14.11.2023 and 13.02.2024..

b. Audit Committee:

The Audit committee of the Board of directors of the Company consists of the following members:

Members of the Audit Committee met 5(Five) times during the year i.e. on 25.05.2023, 10.08.2023, 01.11.2023, 14.11.2023
and 13.02.2024.

The details of meetings attended by the members are as follows:

c. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Board of directors of the Company consists of the following
members:

Members of the Nomination and Remuneration Committee met 1 (One) time during the year i.e. on 25.05.2023.
The details of meetings attended by the members are as follows:

d. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee of the Board of directors of the Company consists of the following
members:

Members of the Stakeholders Relationship Committee met 1 (One) times during the year i.e. on 25.05.2023
The details of meetings attended by the members are as follows:

VIGIL MECHANISM

The Company has in place Whistle Blower Policy to provide a mechanism (“Vigil Mechanism”) for employees including
directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the
Section 177 (9) of the Act. The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Company‘s website (http://
www.aptl.net.in/)

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment
as directors, independent directors, and senior management as adopted by the Board of Directors are placed on the
website of the Company (http://www.aptl.net.in/). There has been no change in the policies since the last financial year.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability,
confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are
no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end
of the financial year and of the loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

(iv) they have prepared the annual accounts on a going concern basis; The Management is in process for making
efforts to revive the operations of the Company.

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls
are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has system of internal financial controls commensurate with its nature and size of operation of the
Company.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company does not have any subsidiary/ joint ventures/ associates.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014 Annual Return of the Company as at 31^st March, 2024 is uploaded on the website of
the Company a Welcome to Andhra Pradesh Tanneries Limited (aptl.net.in)

AUDITORS

The Members of the company had, at its Extraordinary General Meeting (EGM) held on Wednesday, January 31,2024
had appointed M/s Bhogilal C. Shah & Co., Chartered Accountants (Firm Registration No: 101424W), be appointed as
statutory auditors of the company as recommended by the Audit committee and approved by the Board of Directors to
fill casual vacancy caused by resignation of M/s Ajay Dhoot & Co., Chartered Accountants, Mumbai (FRN No. 100196W)
and to hold office until the conclusion of the ensuing Annual General Meeting.

The Board of Directors of the Company made its recommendation for appointment of M/s Bhogilal C. Shah & Co.,
Chartered Accountants (Firm Registration No: 101424W) as the Statutory Auditors of the Company for another term of
five years.

M/s Bhogilal C. Shah & Co., Chartered Accountants (Firm Registration No: 101424W) have consented to their
appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with
Section 139 read with Section 141 of the Act. The necessary resolution, seeking approval of the members for the
appointment of M/s Bhogilal C. Shah & Co., Chartered Accountants (Firm Registration No: 101424W) as the Statutory
Auditors of the Company for another term of five consecutive years i.e. from the conclusion of this Annual General
Meeting till the conclusion of Annual General Meeting held in the year 2029 of the Company pursuant to Section 139 of
the Companies Act, 2013, has been proposed at the ensuing Annual General Meeting of the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s.
Parikh & Associates, Practising Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial
records of the Company for the financial year 2023-2024.

The Secretarial Auditors’ Report is annexed as Annexure I.

AUDITORS’ REPORT AND SECRETARIAL AUDITORS’ REPORT

The auditors’ report contain qualifications and are also self-explanatory.

As regards observations of Secretarial Auditors in their report, your directors have to state that they are also self¬
explanatory.

SECRETARIAL STANDARDS

The company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards
issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Due to no operations, Conservation of energy, Technology Absorption, Foreign Exchange Earnings and Outgoing are
Not Applicable to the Company.

PARTICULARS OF EMPLOYEES

Due to no operations, there is no employee in the company who are receiving remuneration, so no information is
required to be given under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

There are no significant or material orders passed by any regulator or court that would impact the going concern status
of the Company and its future operations.

COST AUDITORS

The provisions of section 148 are not applicable to the Company and accordingly the maintenance of cost records as
specified by the Central Government under sub-section (1) of section 148 of the companies act, 2013, is not required by
the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the
Section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Company has in place the risk management policy.

RELATED PARTY TRANSACTIONS

There were no Related Party Transactions during the year.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In view of Non-operational of company Evaluation of Board, its Committees and Individual Directors not carried out.

DISCLOSURE

The company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards
issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

LISTING AGREEMENT AND LISTING FEES

The Company entered into Listing Agreement with BSE Limited in terms of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 issued on September 2, 2015 effective from December 1, 2015.

The Company has not paid the listing fees to BSE Limited for the year 2023-2024.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 (“the Act”) read with Companies (Corporate Social Responsibility
Policy) Rules, 2014 are not applicable to your Company.

SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Board of Directors has complied with the provisions of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of
Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and in view of recent amendments to the
SEBI (Prohibition of Insider Trading) 2015 by SEBI (Prohibition of Insider Trading)(Amendment) Regulations, 2018, the
Policy on Determination of Legitimate purpose and the Policy on inquiry in case of leak or suspected leak of UPSI are
adopted by the Company and are made available on the Website of our Company.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance is not mandatory
to the Company.

On behalf of the Board of Directors
ANDHRA PRADESH TANNERIES LIMITED

Place: Mumbai

Date: 14.02.2025 Busurothu Vibheeshana Rao Narasimha Reddi Akkineni

Director Wholetime Director

DIN No. 09435439 DIN No. 09435476