Abril Paper Tech Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

Your Directors have pleasure in presenting the 3^rd Board’s Report together with the Audited Statement of Accounts and the Auditors’ Report of your company for the financial period ended 31st March, 2026.

FINANCIAL HIGHLIGHTS

(Amount in Lakhs)
Particulars	2025-26	2024-25
Net Sales / Income from Business Operations	6508.36	6091.08
Other Income	21.47	0.37
Total Income	6529.83	6091.44
Less: Expenses	6326.08	5901.74
Profit / Loss before tax and Extra Ordinary / Exceptional Items	203.75	189.70
Less: Extra Ordinary / Exceptional Items	0.00	0.00
Profit Before Tax	203.75	189.70
Less: Current Income Tax	54.00	48.89
Less: Previous year Adjustment of Income Tax	0.00	0.00
Less: Deferred Tax	-0.47	-0.48
Net Profit After Tax	150.22	141.29

STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

During the financial year under review, the Company recorded a total income of ?6529.83 Lakhs from its business operations and other sources, as against ?6091.44 Lakhs in the previous financial period. The Net Profit after tax stood at ? 150.22 Lakhs, reflecting a significant improvement in the Company’s financial performance.

During the financial year under review, the Company recorded a total income of ?6,529.83 Lakhs as compared to ?6,091.44 Lakhs in the previous financial year. The Company reported a Profit Before Tax of ?203.75 Lakhs as against ?189.70 Lakhs in the previous year, while the Net Profit After Tax stood at ?150.22 Lakhs compared to ?141.29 Lakhs in the preceding financial year.

The financial year 2025-26 was significant for the Company as its equity shares were listed on the SME Platform of BSE Limited. During the year, the Company also successfully completed its Initial Public Offer (IPO) comprising a fresh issue of 22,00,000 equity shares at an issue price of ?61 per equity share, aggregating to ? 13.42 Crores. The proceeds from the IPO are being utilized for the objects stated in the Prospectus.

The listing on the SME Platform has strengthened the Company''s capital base and enhanced its visibility in the capital market. The Company remains focused on the efficient utilization of the funds raised, improving operational performance, maintaining financial discipline and complying with applicable regulatory requirements.

The Directors believe that the Company''s established business operations, strengthened financial position and continued emphasis on operational efficiency place it in a position to pursue sustainable growth. While the business environment continues to present both opportunities and challenges, the management will continue to focus on prudent decision-making, customer satisfaction and long-term value creation for all stakeholders.

CHANGE IN NATURE OF BUSINESS:

During the period under review, there was no change in nature of business of the Company.

DIVIDEND

With a view to conserve the resources for future prospect and growth of the Company, the Board of Directors of the Company have not recommended any Dividend on Equity Shares of the Company. Dividend Distribution policy is uploaded on website at https://abrilpapertech.com/investors/policies/

WEBLINK OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended March 31, 2025 is available on the website of the Company at https://abrilpapertech.com/investors/annual-reports-returns/.

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TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Company has not transferred any amount from its Profit & Loss Account to General Reserve of the Company. It is not proposed to transfer any amount to reserves out of the profits earned during FY 2025-26.

INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or Associate Company. No Company has become or ceased to be subsidiary, Joint Venture or Associate Company during the period under the review.

CORPORATE SOCIAL RESPONSIBILTY:

The provision of Section 135 of Companies Act, 2013 and rules made thereunder are not applicable to our Company for the financial year ended 31st March, 2025.

CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance under Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not apply to our Company. Therefore, the Company has not provided a separate report on Corporate Governance.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

There was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

MATERIAL CHANGES AND COMMITMENTS

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial period to which these financial statements relate and the date of this report.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Period 2025-26, the Company held 17 (Seventeen) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts for the Financial period ended on 31^st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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 period and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

The Company has not entered into any Related Parties Transaction as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. All other related party transactions entered by the Company were at arms’ length and in the ordinary course of business. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority. Form no. AOC-2 is attached with this report for your kind perusal and information as Annexure: 1. The details of all related party transactions are disclosed in Notes to Financial Statements.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure 2_attached herewith and forms part of this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is provided in a separate exhibit which is available on the website of the Company www.abrilpapertech.com, under the section ‘Investor Relations’, and is also available for inspection by the Members up to the date of the ensuing Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report. Same is annexed as Annexure- 3.

AUDITORSStatutory Auditor

M/s. K. K. Haryani & Co., Chartered Accountants (Firm Registration No. 121950W), were re-appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 25th November, 2024, to hold office till conclusion of Sixth. The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company. The company had received eligibility certificate from the auditor.

Internal Auditor

M/s. R. M. Hariyani & Co, Chartered Accountant (Firm Registration No. 147657W), Bharuch, Internal Auditor of the Company in pursuance of Section 138 of the Companies Act, 2013, and applicable provisions of Listing Regulations for the Financial Year 2025-26, in the Board meeting held on Thursday, November 13, 2025.

Secretarial Auditor

M/s. N R Shah & Co, Practicing Company Secretary, Vadodara as Secretarial Auditor of the Company in pursuance to the provisions of the section 204 of the Companies Act,

2013 for the Financial Year 2025-26, in the Board meeting held on Thursday, November 13, 2025.

STATUTORY AUDITORS'' REPORT

The Statutory Auditors'' Report on the Financial Statements of the Company for the Financial Year 2025-26 does not contain any qualification, reservation, adverse remark or disclaimer on the financial statements. However, the Auditors have reported details of pending disputed statutory dues under the Companies (Auditor''s Report) Order, 2020 (CARO).

The Company has generally been regular in depositing statutory dues with the appropriate authorities during the financial year under review. However, certain Goods and Services Tax (GST) demands raised by the tax authorities are under dispute and are pending before the appropriate adjudicating and appellate authorities. Based on professional advice, the management believes that it has a reasonable case on merits and has accordingly contested the said demands in accordance with the applicable legal provisions.

SECRETARIAL AUDIT REPORT

As required under provisions of Section 204 of the Companies Act, 2013, the reports in respect of the Secretarial Audit for FY 2025-26 carried out by M/s. N R Shah & Co, Practicing Company Secretaries, in Form MR-3 forms part to this report and annexed as Annexure-4. The said report does not contain any adverse observation or qualification or modified opinion.

REPORTING OF FRAUD BY AUDITORS

During the period under review, statutory auditor has not reported under section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the company by its officers or employees.

LOANS, GUARANTEES AND INVESTMENTS

The Company has given no loans, provided no guarantees and made no investments during the period u/s 186 of the Companies Act, 2013. Kindly refer the financial statements for the loans, guarantees and investments given/made by the Company as on March 31,2026.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

A. Conservation of Energy, Technology Absorption CONSERVATION OF ENERGY:

	(i)	The steps taken or impact on conservation of energy.				The Company exercised the strict control in its operations to minimize the power cost and reduce the waste of energy.
	(ii)	The steps taken by the company for utilizing alternate sources of energy.				N. A.
	(iii)	The capital investment on energy conservation equipments.				N. A.
TECHNOLOGY ABSORPTION:
	1		Efforts in brief, made towards technology absorption, adaptation and innovation					None
	2		Benefits derived as a result of the above efforts					N. A.
	3		Information Regarding Imported Technology					N. A.
	4		Expenditure Incurred on R & D					N. A.
B. Foreign exchange earnings and Outgo
				Particulars	Amount in Lakhs
				Earnings	NIL
				Outgo	NIL

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

DIRECTORS & KMP

During the period, the composition of the Board of Directors of your Company has been in conformity with the requirements of the Companies Act, 2013. The Board of Directors of the Company as on 31st March, 2025 consisted of 5 Directors. During the year, there was no change in constitution of Board of directors of the Company. There was no changes in KMP during the year.

Mr. Prince Lathiya, Non-executive Director of the company, was retired by rotation and was re-appointed as a director at the 2^nd Annual General Meeting of the Company held on 12^th May, 2025.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Ashvinbhai Laxmanbhai Lathiya, Whole-time Director of the company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, have recommended his re-appointment.

The resolution for the above reappointment of Director is incorporated in the Notice of the ensuing Annual General Meeting. In the opinion of the Board, all the Directors possess the requisite qualifications, experience, and expertise and hold high standards of integrity.

Composition of Board The composition of the Board of Directors as on March 31,2026 is as under:
Sr. No	DIN/PAN	Name	Designation	Date of Appointment
1	10394884	URVASHI SANDEEP DAVE	Non-Executive Independent Director	09/03/2026
2	10404685	MEHUL NARENDRAKUMAR HINGU	Non-Executive Independent Director	09/03/2026
3	10394568	ASHVINBHAI LAXMANBHAI LATHIYA	Whole-time director	17/11/2023
4	10394569	PRINCE LATHIYA	Non-Executive Director	17/11/2023
5	10394570	VIPUL KARSHANBHAI DOBARIYA	Chairman and Managing Director	17/11/2023

Details of KMP as on March 31,2026 is as under:
Sr. No	Name		Date of Appointment		Designation
1.	Hiren Nakrani		16/05/2025		Chief Financial Officer
2.	Daxa Nilesh Boghara		16/05/2025		Company Secretary and Compliance officer
DISCLOSURE OF COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE: The Company has constituted Stakeholder Relationship Committee (SRC) Committee on 10th April, 2025 and duly complied with the provisions of the Companies Act, 2013. The SRC Committee of the Board of the Company comprises of the following members as on 31st March, 2026:
Name of Director		Position in the Committee		Designation
Urvashi Sandeep Dave		Chairperson		Non - Executive Independent Director
Prince Lathiya		Member		Non - Executive Director
Vipul Karshanbhai Dobariya		Member		Managing Director
The Company Secretary of the Company act as a Secretary of the Committee. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE: The provisions of Sec.177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2013 have now become applicable to the Company. The Company has constituted Audit Committee on 10th April, 2025. The Audit Committee constitution is as follows as on 31st March, 2026:
Name of Directors		Position in the Committee		Designation
Mehul Narendrakumar Hingu		Chairperson		Non - Executive Independent Director
Urvashi Sandeep Dave		Member		Non - Executive Independent Director
Prince Lathiya		Member		Non-executive Director
The Company Secretary of the Company act as a Secretary of the Committee.

DISCLOSURE OF COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee has become applicable to the Company. Nomination and Remuneration

Committee (NRC) of the Board has been constituted. The Company has constituted NRC Committee on 10^th April, 2025. The NRC consists of the following Directors as on 31^st March, 2026:

Name of Directors	Position in the Committee	Designation
Urvashi Sandeep Dave	Chairperson	Non - Executive Independent Director
Mehul Narendrakumar Hingu	Member	Non - Executive Independent Director
Prince Lathiya	Member	Non - Executive Director
The Company Secretary of the Company act as a Secretary of the Committee.

Nomination and Remuneration Policy:

In accordance with the provisions of Section 178 of the Companies Act, 2013, the Board of Directors of the Company has adopted the Nomination and Remuneration Policy (the “Policy”). The Policy, inter alia, provides guidelines for the appointment, removal and remuneration of the Directors, Key Managerial Personnel and Senior Managerial Personnel of the Company. The said policy can be downloaded from the web link: https://abrilpapertech.com/investors/policies/

declaration by independent directors:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6), Code for independent directors of the Companies Act, 2013 and they have registered their names in the Independent Directors’ Databank. All those Independent Directors who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have passed such test.

Based on the disclosures received from all independent directors and in the opinion of the Board, the independent directors fulfil the conditions specified in the Act, the Listing Regulations, listing manual and are independent of the Management. In the opinion of the Board, the independent directors so appointed possess requisite integrity, expertise, experience and proficiency.

familiarization program for independent directors

The Directors are regularly informed during meetings of the Board and its Committees on the activities of the Company, its operations and issues faced by the industry. The details of familiarization programs provided to the Directors of the Company are available on the Company’s website www.abrilpapertech.com.

annual evaluation of directors, committee and board

The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee, and the Board as a whole shall be evaluated. During the year under review the said evaluation had been carried out.

vigil mechanism for the directors and employees

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the “Whistle Blower Policy” as the vigil mechanism for Directors and employees of the Company.

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the “Whistle Blower Policy” as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of Company at https://abrilpapertech.com/investors/policies/

prevention of insider trading

Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 and amendments thereto, the company has in place a code of conduct to regulate, monitor and report trading by insider for prohibition of Insider trading in the shares of the Company. The code inter alia prohibits purchase/ sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when trading window is close.

The company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and said code is available on the website of the Company www.abrilpapertech.com.

DEPOSITS

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY 2025-26. Your Company did not accept any deposit during the year under review. During the year, the company has taken unsecured loan from Director Mr. Vipul Karshanbhai Dobariya. The outstanding balance of said loan as on March 31,2026 was Rs. 1 Lakhs.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, as applicable. The Company provides all applicable benefits to women employees in accordance with the said Act, including maternity leave, nursing breaks, and other prescribed entitlements. The Company is committed to ensuring a safe, inclusive, and supportive work environment for all employees, particularly women during and after maternity.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at the workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company is duly constituted an Internal Complaints Committee (ICC) to redress complaints, if any, regarding sexual harassment.

During the financial year under review, no complaint was received by the Committee under the said Act.

Particulars				No. of Complaints
No. of Sexual Harassment Complaints received				0
No. of Sexual Harassment Complaints disposed off				0
No. of Sexual Harassment Complaints pending beyond 90 days.				0
No. of Employees as on Closure of the Financial Year
Sr No.	Gender	No. of Employees
1	Female	2
2	Male	14
3	Transgender	0
	Total	16

SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the period under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the period under review.

c. BONUS SHARES

The Company has not issued any Bonus equity shares during the period under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

Initial Public Offering (IPO) & Listing

During the year under review, the Company has issued and allotted 22,00,000 equity shares having face value of Rs. 10/- each ranking pari passu, through Initial Public Offerings on 3^rd September, 2025. The equity shares of the Company (of face value Rs. 10/- each) were admitted and listed at SME Platform of BSE Limited w.e.f. 5^th September, 2025.

Date of Allotment		No. of Equity Shares allotted	Face Valu e (Rs.)	Issue Price (Rs.)	Nature of Consideration		Reason / Nature of Allotment
3rd September, 2025		22,00,000	10	61	cash		Initial Public Offer
Capital Structure as on 31/03/2026
Sr. No.	Particulars					Aggregate nominal value (Rs. In Lakhs)
A	AUTHORISED SHARE CAPITAL
	83,00,000 Equity Shares of face value of Rs.10 each					830.00
B	ISSUED, SUBSCRIBED & PAID-UP SHARE CAPITAL
	79,81,840 fully paid Equity Shares of face value of Rs. 10 each					798.18

ORDER OF COURT

There are no significant and material orders passed by the Regulators, courts or Tribunals impacting the going concern status and Company’s Operations in future.

COMPLIANCE OF SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of the Company’s business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.

MAINTENANCE OF COST RECORDS & COST AUDIT

The maintenance & audit of cost records under section 148 of the act is not applicable to the Company.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceeding, either filed the Company or filed against the company, pending under the insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the period, 2025-26.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the period under the review, there has been no one time settlement of loan from banks and financial institution.

OTHER INFORMATION

The Company secretary and compliance officer of the company brought to the notice of Board of directors and Audit committee circular dated January 7, 2026 issued by the National Financial Reporting Authority regarding importance and requirement of structured, continuous and well-documented communication between statutory auditors and Those Charged with Governance (TCWG), including the Audit Committee.

In accordance with the circular dated January 7, 2026 issued by the National Financial Reporting Authority and upon recommendation of the Audit Committee in consultation with the Statutory Auditors, the Board is planning to adopt a framework to ensure effective two-way communication between ‘Those Charged with Governance’ (“TCWG”) and the Statutory Auditors.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers and Shareholders during the period under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.