Amba Enterprises Ltd Directors Report

Dear Members,

Your directors present the Thirty-Three Annual Report of the Company together with the audited financial statements for the financial year ended March 31^st, 2025.

FINANCIAL PERFORMANCE

The financial performance of the Company is as follows: (Amount in Rs.)

Particulars	Financial Year 2024-25	Financial Year 2023-24
Revenue from operations	3,36,79,75,893	2,82,13,52,436
Other Income	50,65,536	64,73,834
Total Income	3,37,30,41,430	2,82,78,26,271
Expenditure (excluding depreciation)	3,26,66,25,207	2,73,59,23,351
Depreciation	68,43,580	61,29,646
Total Expenditure	3,27,34,68,787	2,74,20,52,997
Profit / (Loss) before Tax	9,95,72,642	8,57,73,273
Tax	2,72,00,000	2,50,00,000
Deferred Tax	-17,66,480	-8,85,655
Profit / (Loss) after tax	7,41,39,122	6,16,58,928
Earnings per share (Basic)	5.86	4.87
Earnings per share (Diluted)	5.86	4.87

REVIEW OF PERFORMANCE

During the year under review, your Company has earned income of Rs 3,37,30,41,430 including other income as compared to Rs. 2,82,78,26,271 in the previous financial year. The Net Profit after tax was Rs. 7,41,39,122/- against the Net Profit of Rs 6,16,58,928/- in the previous financial year

DIVIDEND:

We recommend a final dividend at the rate of 15% of total equity share capital (i.e. Rs. 0.75 paise per equity shares of Rs.5 each) for the year ended 31st March, 2025.

The Notice convening the ensuing Annual General Meeting ("AGM") of the Members of the Company includes an item for confirmation of the said final Dividend.

SHARE CAPITAL

During the year under review, there were no changes in the Share Capital of the Company. TRANSFER TO GENERAL RESERVES

The Board has not decided to transfer any General Reserves for the year under review.

DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as at March 31, 2025.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees, investments and security, as required under the provisions of section 186 of the Act are provided in the note no. 5 & note No.6 forming part of the Financial Statements, which forms part of this Annual Report.

MATERIAL CHANGES AND COMMITMENT AFFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year under review, there have been no material changes and commitments affecting the financial position of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operations.

DETAILS OF REMUNERATION TO DIRECTORS

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) Amendment Rules, 2016 is given in ANNEXURE - I

CORPORATE SOCIAL RESPONSIBILTY

In accordance with the requirements of the section 135 of the Companies Act,2013, the Company has a Corporate Social Responsibility Committee, the terms of reference and other details of which are provided in the corporate governance report. The CSR Policy has been framed and posted on the website of the company, www.ambaltd.com.

As required by Section 134(3)(o) of the Companies Act,2013 and rule 9 of the Companies (Corporate Social Responsibility) Rules,2014. Annual Report on CSR activities is annexed as "Annexure-II" and forms integral part of this report.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act,2013 and Rule 12 of the Companies (Management and Administration) Rules,2014. The Annual Return of the Company is available on the website of the Company at the weblink https://www.ambaltd.com/index.php/investor-relation/12-annual-return

AUDITORS:

1.Statutory Auditors:

M/s BILIMORIA MEHTA AND CO., Chartered Accountants (Firm Registration No. 146249W), (formerly known as M/s MASD & Co., prior to its restructuring), as the Statutory Auditors of the Company for a second term of five (5) consecutive years in the 32nd Annual General Meeting of the Company for consecutive Five years as until the conclusion of the 37th Annual General Meeting,

The requirement of seeking ratification of the members for continuance of their appointment has been withdrawn consequent upon the changes made by the Companies (Amendment) Act, 2018 with effect from May 7, 2018. Your Company has received necessary certificate form M/s BILIMORIA MEHTA AND CO., Chartered Accountants confirming that they satisfy the criteria provided under section 141 of the Companies Act, 2013 and are not disqualified from continuing as Statutory Auditors of the Company. Further, the firm holds a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India (ICAI).

2. Auditors Report:

The Auditors Report on the audited standalone financial statements of the Company for the year ended 31st March, 2025 issued by M/s BILIMORIA MEHTA AND CO., Chartered Accountants, Statutory Auditors of the Company forms part of this Annual Report. The Auditors Report does not contain any qualifications, reservations, adverse remarks or disclaimer. In terms of the provisions of Section 143(12) of the Act, no frauds have been reported by the Statutory Auditors in their report for the year under review. Notes to the Financial Statements are self-explanatory and do not call for any further comments.

3. Secretarial Auditor

M/s. SARK & Associates, Practicing Company Secretary were appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2024-25, as required under section 204 of the Act and Rules made thereunder.

The Secretarial Audit Report for the financial year 2024-25 is given as ANNEXURE III, which forms part of this Report.

The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all transactions entered into by the Company with related parties were in the ordinary course of business and on an arms length basis. Particulars of contracts or arrangements with related parties as required under section 134(3)(h) of the Act, in the prescribed Form AOC-2 is given in ANNEXURE IV, which forms part of this Report.

Disclosure of transactions with related parties as required under Listing Regulations and the applicable Accounting Standards is given in the Note no. 39 forming part of the Financial Statements.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, 4 (Four) times during the year 2024-25 on 03.05.2024, 06.08.2024, 07.11.2024 and 07.02.2025. The gap between the two board meetings did not exceed 120 days.

S. No.	Date of the Meeting (DD/MM/YYYY	Total Number of directors as on the date of meeting	Attendance
			Number of directors attended	% of attendance
1	03/05/2024	5	5	100
2	06/08/2024	5	5	100
3	07/11/2024	7	7	100
4	07/02/2025	7	7	100

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, based on the recommendation of Nomination and Remuneration Committee, the Board as well as the Members of the Company had approved:

(a) The Appointment of Mr. Darshan Mukundray Sanghavi (DIN:10738166) and Mr. Dharmendra Kanaiyalal Mehta (DIN: 08596956) were appointed as a Non-Executive Independent Director of the Company for the period of 5(Five) Years w.e.f August 10th, 2024 and September 30th, 2024 respectively.

(b) Ms. Pranali Shridhar Bhatade was appointed as a Chief Financial Officer with effect from 06^th August, 2024.

These appointments were made in accordance with the provisions of the Companies Act, 2013 and the applicable rules and regulations.

As on March 31, 2025, the Company had the following Directors and KMPs.

Sr. No. Key Managerial Personnel & Directors	Designation
1 Ketan Harilal Mehta	Managing Director
2 Sarika Sumit Bhise	Executive Director
3 Dhirendra Popatfal Mehta	Non-executive Independent Directors
4 Atul Mohanlal Thakkar	Non-executive Independent Directors
5 Darshan Mukundray Sanghavi	Non-executive Independent Directors
6 Dharmendra Kanaiyalal Mehta	Non-executive Independent Directors
7 Dhruvi Rajendra Sanghvi	Non-executive Independent Directors
8 Pranali Shridhar Bhatade	Chief Financial Officer
9 Shriddha Gupta	Company Secretary

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of the SEBI (LODR) Regulations, 2015.

ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis. The Internal Financial Control System has been routinely tested and certified by Statutory as well as Internal Auditors. Significant Audit observations and follow up actions thereon are reported to the Audit Committee.

POLICIES ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and such other matters as provided under sub-section (3) of Section 178 of the Act, forms part of the Corporate Governance Report. Gist of this policy is given in ANNEXURE - V which forms part of this report and also available at the Companys website at www.ambaltd.com.

EVALUATION OF BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with rules issued thereunder and Regulation 17(10) of the Listing Regulations and guidance note issued by SEBI, the Independent Directors of the Board carried out the annual evaluation of the performance of the Board as a whole, the Directors individually as well as of various Committees of the Board. The performance evaluation of the Independent Directors was carried out by the Nomination and Remuneration Committee and was noted by the Board.

BOARD COMMITTEES:

Your Company has following Committees of Board, viz,

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Corporate Governance Report which forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors Responsibility Statement, your Directors hereby confirm that:

• in the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards have been followed;

• 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 profit of the Company for that period;

• they have taken proper and sufficient care towards 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 irregularities;

• they have prepared the annual accounts on a going concern basis;

• they have laid down Internal Financial Controls, which are adequate and are operating effectively;

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

RISK MANAGEMENT AND INTERNAL CONTROLS

The Company has a well-defined risk management framework in place. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT

The Companys Corporate Governance Report for the year under review, forms part of this Annual Report.

A certificate from the Statutory Auditors of the Company regarding the compliance with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para-C and D of Schedule V of the Listing Regulations, is annexed to Corporate Governance Report and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under regulation 34 read with Schedule V of the Listing Regulations, forms part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details relating to nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development are as follows:

POWER & FUEL CONSUMPTION

Sr. No. Particulars	2024-25	2023-24
1 Electricity units KW	13119	12310
2 Value in Rs.	1,67,923	2,15,660

CONSUMPTION PER UNIT OF PRODUCTION

Sr. No. Particulars	2024-25	2023-24
1 Cost per unit (Rs.)	0.36	0.52
2 Consumption per ton of Production (Rs.)	363.05	522.31

RESEARCH & DEVELOPMENT:

During the year the board of Director has not conducted any Research & Development activity. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

Efforts are being made towards Technology adaption and innovation. The Company at present does not have any formal technical collaboration.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Sr. No. Particulars	2024-25	2023-24
1 Foreign Exchange Earnings	-	-
2 Foreign Exchange outgoings	-	-

LISTING OF SHARES OF THE COMPANY

The Equity Shares of your Company continue to remain listed on Bombay Stock Exchange Ltd. The listing fees as applicable has been paid to the BSE Limited for the financial year 2025-26.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company has Vigil Mechanism and Whistle Blower Policy for Stakeholders of the Company to report genuine concerns that could have serious impact on the operations and performance of the business of the Company and also available on the Companys website at www.ambaltd.com

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Complaint Redressal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy is available on the Companys website www.ambaltd.com.

Constitution of POSH Committee:

Sr. no Post of Committee Member	Employee Name	Designation	Mobile no.	Email ID
1 Presiding officer	Sarika Bhise	Director	9167977384	sarika@ambaltd.com
2 Member	Ketan Mehta	Managing Director	9820785258	ketan@ambaltd.com
3 Member	Chhaya Mehta	Marketing Executive	9820534384	chhayaimpex@gmail.com

*Constituted w.e.f. July 2019.

The following is summary of sexual harassment complaints received and disposed off during the calendar year:

No. of Complaints received	00
No. of Complaints disposed off	00

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Companies Act, 2013, Investor Education and Protection Fund Authority (Accounting, Audit, transfer and Refund) Rules, 2016 (IEPF Rules) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF Fund) constituted by the Central Government. Pursuant to the provisions of IEPF Rules, all shares in respect of which dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the designated demat account of the IEPF Authority (IEPF Demat Account) within a period of thirty days of such shares becoming due to be transferred to the IEPF Account.

In respect of Final Dividend for the financial year 2017-18 due for transfer to IEPF as on 27^th November, 2025, before this the Company had sent individual notices and also advertised in the newspapers dated 05^th June,2025 seeking action from the members who had not claimed their dividends for seven consecutive years or more. Thereafter, the Company has transferred such unpaid or unclaimed dividends and corresponding shares to IEPF. Members/ claimants whose shares or unclaimed dividend had been transferred to the IEPF Demat Account or the IEPF Fund, as the case may be, may claim the shares or apply for a refund by making an application to the IEPF Authority in Form IEPF -5 (available on http://www.iepf.gov.in).

The shareholders whose shares/dividends have been transferred to IEPF can claim the same from IEPF in accordance with the prescribed procedure and on submission of such documents as prescribed under the IEPF Rules. The process for claiming the unpaid shares/dividends out of IEPF can be accessed on the IEPF website at www.iepf.gov.in and on the website of the Company at www.ambaltd.com

DIVIDEND AND OTHER AMOUNTS TRANSFERRED/CREDITED TO IEPF AS ON 31^st MARCH,2025

The details of dividend and other unpaid/unclaimed amounts transferred to IEPF as on 31^st March,2025. Dividend and other unpaid/unclaimed amounts transferred to IEPF as on 31^st March,2025.

Financial Year	Type of Amount	Date of Declaration	Amount transferred to IEPF (in Rs.)	Date of transfer to IEPF (in Rs.)
2015-16	Final Dividend	25/07/2016	2,30,057	14/09/2023
2016-17	Fractional Bonus Amount	11/08/2016	729	12/10/2023
2016-17	Interim Dividend	22/03/2017	1,57,196	16/04/2024
Total			3,87,982

SHARES TRANSFERRED/CREDITED TO IEPF AS ON 31^st MARCH,2025

During the year, the Company has transferred 8,15,314 equity shares of 5/- each to IEPF.

The shareholders whose shares/dividends have been transferred to IEPF can claim the same from IEPF in accordance with the prescribed procedure and on submission of such documents as prescribed under the IEPF Rules. The process for claiming the unpaid shares/dividends out of IEPF can be accessed on the IEPF website at www.iepf.gov.in and on the website of the Company at www.ambaltd.com

DATA PRIVACY, DATA PROTECTION, AND CYBERSECURITY

The Company is committed to upholding the highest standards of data privacy and protection. In light of the increasing reliance on digital infrastructure, the Company has implemented comprehensive cybersecurity and data protection policies, aligned with industry best practices and the evolving regulatory framework, including provisions under the Information Technology Act, 2000, and applicable data protection regulations.

Key initiatives undertaken during the year include:

• Deployment of end-to-end encryption and multi-layered security protocols for data storage and transfer.

• Regular third-party cybersecurity audits and vulnerability assessments.

• Employee training programs on data protection and cybersecurity awareness.

• Strict access control mechanisms and implementation of role-based permissions.

• Data breach response protocols in accordance with the CERT-In guidelines.

The Company continues to invest in digital infrastructure to ensure robust protection of stakeholder information and business continuity.

Maternity Benefit Affirmations

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women employees received the required benefits, including paid leave, continued salary and service, and postmaternity support like nursing breaks and flexible work options.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961 (Not applicable for small companies)

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women employees received the required benefits, including paid leave, continued salary and service, and postmaternity support like nursing breaks and flexible work options.

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

During the financial year under review, there were NO application/s made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENTS

The Board thanks our customers, bankers, investors, shareholders, vendors and other stakeholders for their continued support and patronage, extended to the Company and places on records its sincere appreciation of the wholehearted contribution made by our employees, for the Companys consistent growth and achievements.

For and on behalf of the Board of Directors
Ketan Mehta	Sarika Bhise
Managing Director	Director
DIN: 01238700	DIN: 06987209
Date: August 11,2025	Place: Pune