To The Members of,
AMBA AUTO SALES AND SERVICES LIMITED
Your Directors have pleasure in presenting the Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended on 31st 31 st March 2026 with Auditor s Report thereon.
Financial Highlights
(Rs. In Lakhs)
| Particulars | 2025-2026 | 2024-2025 |
| Revenue from Operations | 26,867.93 | 24,236.65 |
| Other Income | 12.58 | 9.42 |
| Total Revenue | 26,880.51 | 24,246.07 |
| Total Expenses | 25,017.25 | 23,203.87 |
| Profit before Tax | 1,863.27 | 1,042.20 |
| Tax Expense | -460.05 | 264.6 |
| Profit After Tax | 1,403.22 | 777.60 |
The above performance is based on standalone basis. Consolidated figures are not applicable.
State of Affairs:
There has been a significant jump in the Service Income. Total Service Income for the year has increased from Rs. 1397.99 Lacs to Rs. 2262.20 Lacs.
Further during the year under review there has been increase in Showroom which has also positive impact on the margin of the Company.
Total Revenue of the Company has increased by 10.86% 10.86% . Net Profit after tax has increased by about 80.37% 80.37% .
Your Company is planning to open more show rooms in the time to come.
Looking to the population and the development of the City, there has been an increase in the demand of two wheeler and three wheeler.
The Company is taking all the possible steps to increase the profitability.
Transfer to Reserves (i.e. Other Equity):
The Opening Balance of Reserves and Surplus stands at Rs. 1,439.24 Lakhs whereas the closing balance of Reserves and Surplus stands at Rs. 1,532.00 Lakhs.
A sum of Rs. 1275.00 Lacs of Reserves has been used for the purpose of issue of bonus shares. A sum of Rs. 35.45 lacs has been used from Reserves and surplus for gratuity for prior period.
The whole of the profit after tax of Rs. 1403.22 Lakhs has been transferred to Reserves and Surplus.
The Company has not transferred any amount to the General Reserve. The entire amount of profits post appropriation is retained in the profit and loss account.
Dividend:
In order to conserve resources, your Directors do not recommended dividend for the year 2025-26 on Equity Shares of the Company. The Dividend Policy of the Company is available on the website of the Company which can be assessed by clicking the following link:
https://ambaauto.com/wp-content/uploads/2026/02/10.-Dividend-Policy.pd f
Details regarding Energy Conservation, Technology Development and Foreign Exchange Earnings and Outgo:
Pursuant to Rule 8 (3) of Companies (Accounts) Rules, 2014, the Board of Directors hereby state as under declare that.
| Particulars | Details |
| (A) Conservation of energy-(i) the steps taken or impact on conservation of energy; | Your Company has installed LED Lights where necessary. Unnecessary use of power is not done. |
| (ii) the steps taken by the company for utilizing alternate sources of energy; | Nil |
| (iii) the capital investment on energy conservation equipments; | Nil |
| (B) Technology absorption-(i) the efforts made towards technology absorption; | Nil |
| (ii) the benefits derived like product improvement, cost reduction, product development or import substitution; | Nil |
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; Nil (b) the year of import; Nil (c) whether the technology been fully absorbed; Not Applicable (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Nil (iv) the expenditure incurred on Research and Development Nil
Foreign exchange earnings and Outgo- The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.
Disclosure of Directors Responsibility Statement:
i. As required u/s 134 (5) of the Companies Act, 2013 the Directors hereby state and confirm: ii. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any. iii. The Directors 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 as on 31/03/2026 and of the profit of the company for that period. iv. The Directors have 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. v. The Directors have prepared the annual accounts on a going concern basis. vi. 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. vii. 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.
Listing:
The Shares of your Company are listed on National Stock Exchange of India Limited (SME Emerge) with effect from 5th 5 th May, 2026.
Details of Material Changes and Commitments, Occurred during the Period affecting financial position of the Company and Material changes occurred after the Balance Sheet date and till the date of Directors Report:
During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Company s operation in future. Further there is no material change and commitments occurred during the year under review.
Subsequent to 31st 31 st March, 2026 your Company has launched an initial public offer for issue of 48,24,000 Equity Shares at a price of Rs. 135/ - 135/ - per share (including premium of Rs. 125/ - 125/ - per Equity Share). The issue was fully subscribed and the Company has made necessary allotment of equity shares and also obtained trading approval from National Stock Exchange of India Limited.
Particulars of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013:
The Company has not provided any guarantee or provided any Security to any Person for the loans availed by others.
There are no loans or advances in the nature of loans granted to Promoters, Directors, KMPs and their related parties (as defined under Companies Act, 2013), either severally or jointly with any other person, that are: (a) repayable on demand; or (b) without specifying any terms or period of repayment
The details regarding the Loans and Advances, Investments, if any, are provided in the Balance Sheet and notes to the Balance Sheet. The loans and advances, if any, provided are for the business purpose.
Particulars of Contracts or Arrangements with Related Parties under Section 188 of the Companies Act, 2013:
All contracts / arrangements / transactions, if any, entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm s length basis. During the year, the Company has not entered into transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy for determination of Material Related party transaction is available at https://ambaauto.com/wp-content/uploads/2026/02/14-Policy-on-Materiality-of-Related-Party-Transactions.pdf
No advance is paid to any related party (other than loans and advances) for entering any transaction. No Bad Debts of related parties.
Details of transactions with related parties during FY2026 are provided in the notes to the financial statements. There were no transactions requiring disclosure under section 134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of this report.
Disclosure of Companies covered under Section 178 (1) on Directors appointment and Remuneration including matters referred under Section 178 (3) of Companies Act, 2013 and Details of Statement indicating manner in which formal annual evaluation made by Board of its Performance and of its Committees and individual Directors:
The Company has devised a Policy for Directors; appointment and remuneration including criteria for determining qualifications, performance evaluation and other matters of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of both non-executive directors and executive directors.
The Company s Nomination & Remuneration policy which includes the Director s appointment & remuneration and criteria for determining qualifications, positive attributes, independence of the Director & other matters is available on the website of the Company at the link h ttps://ambaauto.com/wp-content/uploads/2026/02/4.-Nomination-and-Remuneration-Policy.pdf
Annual Evaluation of Board Performance:
Pursuant to provision of Section 197 (12) of the Companies Act, 2013 read with Rule 8 (4) of Companies (Accounts) Rules 2014 it is hereby stated that since your Company is not listed as at 31 st st March, 2026 and the Paid up Share Capital of the Company does not exceed Rs. 25.00 Crores, the statement indicating the manner in which formal annual evaluation of the performance of the Board, its Committees and of individual Directors is not applicable.
Declaration by Independent Directors:
The Independent Directors of the Company namely Mrs. Mudra Sachin Kansal, Mrs. Raina Singh and Mrs. Neetu Rishi Jalan have confirmed to the Board that they meet the criteria of independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be independent directors. They have also confirmed that they meet the requirements of independent directors as specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. In the opinion of the Board the independent directors possess requisite qualification, competence and expertise.
Share Capital:
During the year under review the paid up Equity Share Capital of the Company has been increased from Rs. 75.00 Lacs (7,50,000 equity Shares of Rs. 10/- each) to Rs. 1350.00 Lacs (1,35,00,000 equity shares of Rs. 10/- each) by way of issue of 1,27,50,000 bonus shares of Rs. 10/- each.
Issue of Equity Shares with Differential Rights:
Details required to be stated as per Rule 4 (4) of Companies (Share Capital and Debenture Rules) 2014 is not applicable.
Disclosure regarding Employee Stock Options:
Details required to be given as stated in Rule 12 (19) Companies (Share Capital and Debenture Rules) 2014 is not applicable.
Disclosure regarding Sweat Equity Shares:
Details required to be given as stated in Rule 8 (13) Companies (Share Capital and Debenture Rules) 2014 is not applicable.
Conversion from Private Limited to Public Limited
Our Company was originally incorporated as Amba Auto Sales and Services Private Limited as a private limited company under the Companies Act, 1956 on February 24, 2005 pursuant to a Certificate of Incorporation bearing CIN: U05010KA2005PTC035690 issued by the Registrar of Companies, Bangalore, Karnataka. Thereafter, our Company was converted into a public limited company from a private limited company pursuant to a special resolution passed by the shareholders of our Company on February 08, 2025 consequent to which the name of our Company changed from Amba Auto Sales and Services Private Limited to Amba Auto Sales and Services Limited and a fresh Certificate of Incorporation bearing CIN U47594KA2005PLC035690 was issued by the Registrar of Companies, Central Processing Centre on May 14, 2025.
Auditors and Audit Report:
M/s. S P D R & Associates, LLP Chartered Accountant continues to hold office as Statutory Auditor of the Company.
There is no qualification or adverse remarks made by the auditors in their report.
Internal Audit:
Your Company has appointed M/s. Hattargi & Co., Chartered Accountants as internal auditors.
Cost Audit and Cost Records:
The Company has maintained adequate Cost records required to be maintained in terms of the Companies Act, 2013. Cost Audit provisions are not applicable to the Company till year ended 31st 31 st March, 2026.
Disclosure of Risk Management Policy:
The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making.
SECRETARIAL AUDIT
Since your Company does not fall under the Criteria of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the provision of Secretarial audit does not apply.
Furthermore, as at 31st 31 st March, 2026 your Company was not listed and accordingly the provisions of Secretarial Audit is not applicable to the Company.
Board Meetings:
During the year under review, 15 (fifteen) Board meetings were held. The dates of Board meetings and attendance details is as under:
| Sr. No. | Date of Board Meeting | No. of Directors entitled to attend | No. of Directors who have attended the meeting | Name of the Director who Attended |
| 1 | 20th May, 2025 | 3 | 3 | 1. Mr. Pradeep Kumar Lohia 2. Mr. Rakesh Kumar Lohia 3. Mr. Vikash Kumar Lohia |
| 2 | 23th May, 2025 | 3 | 3 | 1. Mr. Pradeep Kumar Lohia 2. Mr. Rakesh Kumar Lohia 3. Mr. Vikash Kumar Lohia |
| 3 | 18th June, 2025 | 3 | 3 | 1. Mr. Pradeep Kumar Lohia 2. Mr. Rakesh Kumar Lohia 3. Mr. Vikash Kumar Lohia |
| 4 | 28th June, 2025 | 3 | 3 | 1. Mr. Pradeep Kumar Lohia 2. Mr. Rakesh Kumar Lohia 3. Mr. Vikash Kumar Lohia |
| 5 | 1st July, 2025 | 3 | 3 | 1. Mr. Pradeep Kumar Lohia 2. Mr. Rakesh Kumar Lohia 3. Mr. Vikash Kumar Lohia |
| 6 | 1st August, 2025 | 6 | 6 | 1. Mr. Pradeep Kumar Lohia 2. Mr. Rakesh Kumar Lohia 3. Mr. Vikash Kumar Lohia 4. Mrs. Raina Singh 5. Mrs. Mudra Sachin Kansal 6. Mrs. Neetu Jalan |
| 7 | 1st September, 2025 | 6 | 6 | 1. Mr. Pradeep Kumar Lohia 2. Mr. Rakesh Kumar Lohia 3. Mr. Vikash Kumar Lohia 4. Mrs. Raina Singh 5. Mrs. Mudra Sachin Kansal 6. Mrs. Neetu Jalan |
| 8 | 3rd September, 2025 | 6 | 6 | 1. Mr. Pradeep Kumar Lohia 2. Mr. Rakesh Kumar Lohia 3. Mr. Vikash Kumar Lohia 4. Mrs. Raina Singh 5. Mrs. Mudra Sachin Kansal 6. Mrs. Neetu Jalan |
| 9 | 8th September, 2025 | 6 | 6 | 1. Mr. Pradeep Kumar Lohia 2. Mr. Rakesh Kumar Lohia 3. Mr. Vikash Kumar Lohia 4. Mrs. Raina Singh 5. Mrs. Mudra Sachin Kansal 6. Mrs. Neetu Jalan |
| 10 | 9th September, 2025 | 6 | 6 | 1. Mr. Pradeep Kumar Lohia 2. Mr. Rakesh Kumar Lohia 3. Mr. Vikash Kumar Lohia 4. Mrs. Raina Singh 5. Mrs. Mudra Sachin Kansal 6. Mrs. Neetu Jalan |
| 11 | 9th September, 2025 | 6 | 6 | 1. Mr. Pradeep Kumar Lohia 2. Mr. Rakesh Kumar Lohia 3. Mr. Vikash Kumar Lohia 4. Mrs. Raina Singh 5. Mrs. Mudra Sachin Kansal 6. Mrs. Neetu Jalan |
| 12 | 28th September, 2025 | 6 | 6 | 1. Mr. Pradeep Kumar Lohia 2. Mr. Rakesh Kumar Lohia 3. Mr. Vikash Kumar Lohia 4. Mrs. Raina Singh 5. Mrs. Mudra Sachin Kansal 6. Mrs. Neetu Jalan |
| 13 | 10th December, 2025 | 6 | 6 | 1. Mr. Pradeep Kumar Lohia 2. Mr. Rakesh Kumar Lohia 3. Mr. Vikash Kumar Lohia 4. Mrs. Raina Singh 5. Mrs. Mudra Sachin Kansal 6. Mrs. Neetu Jalan |
| 14 | 19th January, 2026 | 6 | 6 | 1. Mr. Pradeep Kumar Lohia 2. Mr. Rakesh Kumar Lohia 3. Mr. Vikash Kumar Lohia 4. Mrs. Raina Singh 5. Mrs. Mudra Sachin Kansal 6. Mrs. Neetu Jalan |
| 15 | 4th February, 2026 | 6 | 6 | 1. Mr. Pradeep Kumar Lohia 2. Mr. Rakesh Kumar Lohia 3. Mr. Vikash Kumar Lohia 4. Mrs. Raina Singh 5. Mrs. Mudra Sachin Kansal 6. Mrs. Neetu Jalan |
In respect of the above board meetings adequate notice was given to all the Directors together with the agenda. The gap between two Board meetings does not exceed 120 days.
Committees
a. Audit Committee
The Audit Committee is in accordance with section 177 of the Companies Act, 2013 and SEBI Listing Regulations.
The Board reviews the working of the Committee from time to time to bring about greater effectiveness in order to comply with the various requirements under the Act and the SEBI Listing Regulations.
All the members of Audit Committee are financially literate and have accounting or related financial management expertise.
The composition of audit committee as on 31st 31 st March, 2026 is as under:
| Name of the Director | Status in Audit Committee |
| Mudra Sachin Kansal | Chairperson of Committee |
| Raina Singh | Member |
| Rakesh Kumar Lohia | Member |
Mrs. Mudra Sachin Kansal acts as a Chairman of the Committee. The Company Secretary of the Company acts as the Secretary to the Audit committee. All the recommendations of the audit committee have been accepted. The audit Committee met 2 times on following dates:
| Date of Audit Committee Meeting | No of Directors entitled to attend the meeting | No. of Directors attending the meeting | Attended by Director |
| 8th September, 2025 | 3 | 3 | 1. Mrs. Mudra Sachin Kansal 2. Mrs. Raina Singh 3. Mr. Rakesh Kumar Lohia |
| 25th September, 2025 | 3 | 3 | 1. Mrs. Mudra Sachin Kansal 2. Mrs. Raina Singh 3. Mr. Rakesh Kumar Lohia |
All the recommendations of audit committee were accepted by the Board. Mrs. Mudra Sachin Kansal, Chairman of audit committee at the relevant time, was present at the annual general meeting for the year 2025 to answer shareholders queries.
b. Nomination and Remuneration Committee
The Nomination and Remuneration Committee is constituted in accordance with section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations.
The composition of Nomination and Remuneration Committee as on 31st 31 st March, 2026 is as under
| Name of the Director | Status in Nomination and Remuneration Committee |
| Mrs. Raina Singh | Chairman of Committee |
| Mrs. Mudra Sachin Kansal | Member |
| Mrs. Neetu Rishi Jalan | Member |
The Company Secretary acts as a secretary of the Committee.
One Meeting of Nomination and Remuneration Committee were held during the year under review as per details below:
| Date of Meeting of Nomination and Remuneration Committee | No. of Directors entitled to attend the meeting | No. of Directors attended the meeting | Attended by Director |
| 31st March, 2026 | 3 | 3 | 1. Mrs. Raina Singh 2. Mrs. Mudra Sachin Kansal 3. Mrs. Neetu Jalan |
All the recommendation of Nomination and Remuneration Committee were accepted by the Board.
c. Stakeholders Relationship Committee
The Stakeholders Relationship Committee is in accordance with section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations.
The composition of Stakeholders Relationship Committee as on 31 st st March, 2026 is as under:
| Name of the Director | Status in Stakeholders \u2019 Relationship Committee |
| Mrs. Raina Singh | Chairman of the Committee |
| Mrs. Mudra Sachin Kansal | Member |
| Mr. Rakesh Kumar Lohia | Member |
One Meeting of Stakeholders Committee was held during the year. The details are as under:
| Date of Meeting of Stakeholders Committee | No. of Directors entitled to attend meeting | No. of Directors attending the Meeting | Attended by Director |
| 31st March, 2026 | 3 | 3 | 1. Mrs. Raina Singh 2. Mrs. Mudra Sachin Kansal 3. Mr. Rakesh Kumar Lohia |
The Company Secretary acts as a secretary of the Committee. All recommendations of Stakeholders Committee have been accepted by the Board.
Mr. Chetankumar Solanki Company Secretary is the compliance officer. No complaints was received during the year and no complaints were pending at the end of year.
Independent Director s Meeting
Pursuant to the provision of Section 149 of the Companies Act, 2013 read with schedule IV to the Act the independent directors held their separate meeting on 31 st st March, 2026, without the attendance of non- independent directors and members of Management.
All independent directors were present at the meeting.
The independent directors present elected Mrs. Raina Singh as chairperson for the meeting.
The independent directors, inter alia, discussed on changes in the Board, report of performance evaluation of Board, its Committees and Chairman and reviewed the performance of non- independent directors and the Board as a whole and also the performance of Chairman of the Company taking into account the views of executive directors and non- executive directors, assessment of quality, quantity and timeliness of flow of information between the Company s Management and the Board, etc. and provided their views and expressed satisfaction on each of the matters.
In addition, the independent directors had a separate meeting with senior management personnel to deliberate on various matters concerning the Company s business.
In terms of the provisions of rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board opines that the Independent directors so appointed/re- appointed hold highest standards of integrity and possess necessary expertise and experience.
Corporate Governance:
Since as at 31st 31 st March, 2026 your Company is not listed on any stock exchange and consequently the provisions of Corporate Governance and other disclosures required to be made in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable.
Voluntary Revision of Financial Statements / Board Report:
There was no voluntary revision of financial statements or Board Report during the financial year.
Dematerialization of Shares:
100% 100% Equity Shares of the Company are in Demat form.
Policies:
Various policies required under the provision of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are adopted and uploaded on the website of the Company namely https://ambaauto.com/corporate-policies/
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:
During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS- 1) and General Meetings (SS- 2) issued by The Institute of Company Secretaries of India (ICSI).
Corporate Social Responsibility:
Your Company falls under the criteria of Section 135 of the Companies Act, 2013. The requisite disclosures of Corporate Social Responsibility is made in Annexure 1
The Corporate Social Responsibility Committee consists of Mrs. Raina Singh (Chairperson of the Committee), Mrs. Mudra Sachin Kansal (Member of the Committee) and Mr. Rakesh Kumar Lohia (Member of the Committee).
Business Responsibility and Sustainability Report:
Since your Company does not fall in the criteria of top 1000 listed entity based on market capitalization at the end of the year and therefore the provisions of Business Responsibility and Sustainability Report is not applicable to the Company.
Investor Education and Protection Fund:
No amount was required to be transferred to Investor Education and Protection Fund.
Disclosure under Rule 8 (5) of Companies Accounts Rules, 2014:
a) Disclosure of financial Summary / Highlights:
(Rs. In Lakhs)
| Particulars | 2025-2026 | 2024-2025 |
| Revenue from Operations | 26,867.93 | 24,236.65 |
| Other Income | 12.58 | 9.42 |
| Total Revenue | 26,880.51 | 24,246.07 |
| Total Expenses | 25,017.25 | 23,203.87 |
| Profit before Tax | 1,863.27 | 1,042.20 |
| Tax Expense | -460.05 | 264.6 |
| Profit After Tax | 1,403.22 | 777.60 |
b) Disclosure of Change in Nature of Business:
The Company is engaged in business of automobiles and automobile parts. Further the Company is also engaged in providing various services for automobiles. The Company is also engaged in the business of electrical and electronics. However, the Company has amended its Memorandum of Association.
3) Shri Vikash Kumar Lohia
As at 31st 31 st March, 2025 the Board of Directors consist of following:
1. Shri Pradeep Kumar Lohia
2. Shri Rakesh Kumar Lohia
3. Shri Vikash Kumar Lohia
The details of changes made during the year are as follow :
Appointment / Change in Designation:
Mr. Rakesh Kumar Lohia (DIN : 01884538 ) was appointed as Managing Director of the Company with effect from 1st 1 st July, 2025 for a period of five years.
Mr. Vikash Kumar Lohia (DIN : 01884550 ) is appointed as Chief Financial Officer of the Company with effect from 1st 1 st July, 2025.
Mrs. Raina Singh (DIN : 09637543 ) was appointed as Additional Director of the Company with effect from 1st 1 st July, 2025 for a period of five years, subject to shareholders approval. Thereafter she was appointed as Director in the Annual General Meeting of the Company held on 20th 20 th September, 2025.
Mrs. Mudra Sachin Kansal (DIN : 06904735 ) was appointed as Additional Director of the Company with effect from 1st 1 st July, 2025 for a period of five years, subject to shareholders approval. Thereafter she was appointed as Director in the Annual General Meeting of the Company held on 20th 20 th September, 2025.
Mrs. Neetu Rishi Jalan (DIN : 08719470 ) was appointed as Additional Director of the Company with effect from 1st 1 st July, 2025 for a period of five years, subject to shareholders approval. Thereafter she was appointed as Director in the Annual General Meeting of the Company held on 20th 20 th September, 2025.
Mr. Chetankumar Hiralal Solanki (ACS- 51023) was appointed as Company Secretary of the Company with effect from 20th 20 th May, 2025.
Re-Appointment
Mr. Vikash Kumar Lohia (DIN: 01884550), Non- Independent Director, who was liable to retire by rotation and being eligible for re- appointment, was re- appointed by the Shareholders of the Company at the AGM held on September 20, 2025
Cessation:
There was no cessation of any Director or Key Managerial Personnel during the year under review.
d) Details of Subsidiary Companies / Joint Ventures / Associate Companies:
The Company has no subsidiary companies / joint ventures / associate companies either at the beginning of the year or at the end of year or at any time during the year.
e) Details regarding Deposit covered under Chapter V of the Companies Act, 2013.
The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (VI) of Companies (Accounts) Rules, 2014.
As at 31st 31 st March, 2026 Deposit from Directors is Rs. 104.93 Lakhs and deposit from relative of director is Rs. 27.40 Lakhs.
f) Details of Deposit which are not in compliance with requirements of Chapter V of the Act.
Not Applicable
g) Details of Significant and Material Orders passed by Regulators or Courts or Tribunals.
During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Company s operation in future. Further there is no material change and commitments occurred during the year under review.
h) Internal financial Controls:
The Company has identified and documented all key internal financial controls, which impact the financial statements. The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.
The Statutory Auditors have reviewed the internal controls over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India and have issued their audit report thereon.
Extract of Annual Return:
Extract of Annual return pursuant to Section 92 of the Companies Act, 2013 for the year ended on 31st 31 st March, 2026 is available on the website of the Company i.e. https://ambaauto.com/annual-returns
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti- harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year and hence no complaint is outstanding as at the end of the year for redressal.
Particulars of Employees:
The Particulars of Employees required to be given pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is not applicable as your Company was not listed at year end.
Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status:
No Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
Details of difference between of amount of valuation done at the time of one time settlement and the valuation done while undertaking loan from the bank of FI, along with reasons thereof:
Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company affirms that for the financial year ended on March 31, 2026, there was no instance of one- time settlement with any bank or financial institution. Therefore, the requirement to disclose the details of difference between the amount of the valuation done at the time of one- time settlement and the valuation done while taking a loan from the Banks or Financial institution along with the reasons thereof is not applicable to the Company.
Maternity Benefit
The company has provided necessary maternity benefit to female employees in accordance with The Maternity Benefit Act 1961.
Policies:
The Company has adopted various policies as required under the provisions of the Companies Act. 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015:
| Policy | Link |
| Related Party Policy | https://ambaauto.com/wp-content/uploads/2026/02/13.-Related-Party-Policy.pdf |
| Whistler Blower Policy | https://ambaauto.com/wp-content/uploads/2026/02/11.-Whistle-Blower-Policy.pdf |
| Policy on Material events | https://ambaauto.com/wp-content/uploads/2026/02/8.-Policy-for-Disclosure-Determination-of-Materiality-of-Events-or-Information.pdf |
| Nomination and Remuneration Policy | https://ambaauto.com/wp-content/uploads/2026/02/4.-Nomination-and-Remuneration-Policy.pdf |
| Risk Management Policy | https://ambaauto.com/wp-content/uploads/2026/02/12.-Risk-Management - Policy.pdf |
Further more other policies can be accessed from the website of the Company at the webpage link : https://ambaauto.com/corporate-policies/
Acknowledgement
Your Directors express their gratitude for the continued support, co- operation, and assistance received by the Company from various Central and State Government Department, Bankers and valued customers of the company.
For & on behalf of the Board of
| For & on behalf of the Board of | |
| Amba Auto Sales and Services Limited | |
| Place: Bangalore | |
| Dated: 25 th August, 2026 | Sd/- |
| Chairman | |
| Pradeep Kumar Lohia | |
| DIN: 01884529 |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.