Ambar Protein Industries Ltd Directors Report

To the Members,

Your Directors have pleasure in submitting their 32^nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2025.

FINANCIAL RESULTS:

The financial highlights are depicted below:

(Rs. In Lacs)

PERTICULARS	FOR THE YEAR ENDED ON 31.03.2025	FOR THE YEAR ENDED ON 31.03.2024
Income from Business Operations	42162.30	33722.57
Other Income	84.16	49.99
Total Income	42246.47	33772.56
Profit before Depreciation	1434.22	543.32
Less: Depreciation	131.11	131.37
Profit after depreciation and Interest	1303.11	411.95
Tax Expense
i. Current Tax	330.50	102.48
ii. Deferred Tax	0.86	36.61
Net Profit after Tax	965.02	314.57
Other Comprehensive Income	0.64	(0.31)
Total Comprehensive Income	965.66	314.26

Note: The above figures are extracted from the financial statements.

OPERATING RESULTS:

The Company has achieved total revenue of Rs. 42162.30 lakhs, as compared to total revenue of Rs. 33722.57 lakhs recorded in the previous year. Further Company has achieved the Profit before Tax of Rs. 1303.11 lakhs as compared to Rs. 411.95 lakhs in the previous year. Your directors are hopeful towards increasing the revenue and profit during this financial year.

DIVIDEND:

Considering the necessity to conserve resources of the Company, the Board of Directors do not recommend any dividend for the year ended 31st March 2025 on equity shares of the Company.

SHARE CAPITAL:

The paid-up Equity Share Capital as on 31st March 2025 was 575.00 Lacs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

AMOUNTS TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to General Reserve of the company. The Company earned net profit of Rs. 965.66 Lacs which has been transferred to surplus in the statement of profit and loss account.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

DEPOSITS:

The Company has neither invited nor accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 from the public during the year ended March 31, 2025. There were no unclaimed or unpaid deposits as on March 31, 2025.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT: No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended on 31^st March, 2025.

1. Conservation of Energy:

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

d) Since the Company does not fall under the list of industries, which should furnish this information in Form-A as annexed to the aforesaid Rules, the question of furnishing the same does not arise

2. Technology Absorption:

Companys products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required.

3. Foreign Exchange Earning and Outgo:

During the period under review the foreign exchange earnings and outflow was as follows:

YEAR 2024-25	AMOUNT RS
Foreign Earnings	NIL
Foreign Outflow	NIL

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

All the mandatory provisions of Corporate Governance as prescribed in Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to your Company as the Company does not fall under the criteria of its applicability pursuant to Regulation 15 of SEBI Listing Regulations. However, all the Provisions, Rules and Regulations under the Companies Act, 2013 related to the Corporate Governance are applicable to the extent and have been comply by the Company.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT AND PAYMENT OF REMUNERATION:

The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in "Annexure A" and is attached to this report.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES: The provisions of section 135 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your company.

ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT - 9 and MGT- 7 will be uploaded under Investor Zone on website of the Company www.ambarprotein.com

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

RELATED PARTY TRANSACTIONS:

All related party transactions entered into during FY 2024-25 were on an arms length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act). All related party transactions are placed before the Audit Committee for review and approval of the Committee and also to the Board for approval. The details of related party transactions entered into by the Company are provided in Form AOC-2 given as "Annexure B "of Boards Report.

AUDITORS:

A. STATUTORY AUDITOR:

Fenil p Shah & Associates, Chartered Accountants (FRN: 143571W) was appointed as statutory auditors of the company for a period of five years till conclusion of 35^th Annual General Meeting of the Company.

The Audit Report on the Financial Statements of the Company for FY 2024-25 is a part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

B. SECRETARIAL AUDITOR:

The Board of Directors of the Company appoint Bhumika Ranpuara & Associates, Practicing Company Secretary, Ahmedabad to conduct Secretarial Audit for the F.Y. 2024-25. The Secretarial Audit Report for the financial year ended on 31^st March 2025 is annexed as "Annexure D"

There are no qualifications or adverse remarks in the Report which require any clarification/ explanation.

C. COST AUDITOR:

The Company is required to maintain cost records as specified by the Central Government as per Section 148(1) of the Act and the rules framed thereunder, and accordingly, the Company has made and maintained such cost accounts and records.

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Audit Committee recommended, and the Board of Directors appointed M/s J. B. Mistri & Co., Cost Accountants (Firm Registration No. 101067), Ahmedabad, being eligible, to conduct Cost Audits relating to Edible Oils of the Company for the year ending March 31, 2025.

The Company has received their written consent and confirmation that the appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder.

The remuneration payable to Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee and in terms of the Act and Rules therein. The Members are therefore requested to ratify the remuneration payable to M/s J. B. Mistri & Co. as set out in the Notice of the 32nd AGM of the Company.

D. INTERNAL AUDITOR:

Mr. Rajendra Natverlal Shah & Co., Chartered Accountants was appointed by the Board of Directors to assist the Internal Auditor of the Company with the audit processes and internal audit reviews for the Company for FY 2025-26

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in Directors Report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Five (5) Board Meetings were held during the financial year ended 31^st March, 2025 on the following dates: 30/05/2024, 14/08/2024, 11/09/2024, 26/10/2024, and 08/02/2025.

The intervening gap between the Meetings was within the period prescribe under the Companies Act, 2013.

As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent Director was on 08th February 2025 at 01:30 PM at register office of the Company to discuss the agenda items as required under the Companies Act, 2013.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid.

DIRECTOR RESPOSNSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) and Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that: a) In the preparation of the Annual Accounts, the applicable Accounting Standards (Ind AS) had been followed along with proper explanation relating to material departures; b) The accounting policies as selected by the Directors as mentioned in the Notes to the Financial Statements has been applied consistently and further the Board has 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 for the financial year ended March 31, 2025 and profit of the Company for that period; c) Proper and sufficient care has been taken for 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; d) The Annual Accounts for the financial year ended March 31, 2025 have been prepared on a going concern basis; e) Internal financial controls have been laid down and being followed by the Company and that such internal financial controls are adequate and were operating effectively; f) and Proper systems has been devised to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 read with Schedule-V of Listing Regulations, a separate report on Corporate Governance forms an integral part of the Integrated Annual Report. The Report on Corporate Governance also contains certain disclosures required under the Act. A certificate from Practicing Company Secretary confirming compliance with corporate governance norms, as stipulated under Clause E of Schedule V of the Listing Regulations, is given at "Annexure-C" to the Corporate Governance Report of Board Report.

The Management Discussion and Analysis is made a part of this report.

DIRECTORS:

Shri. Dashrathai Ashabhai Patel and Smt Shobhana Jayprakash vachhani retires at the 32^nd Annual General Meeting and has offered himself for re-appointment.

Further subject to approval of Shareholder in AGM to continuation of directorship of Shri Dasrathbhai Patel Ashabhai (din: 01793890), non-executive director in terms of regulation 17(1a) of the securities and exchange board of india (listing obligations and disclosure requirements), regulations, 2015.

KEY MANAGERIAL PERSONNEL:

Shri. Jaiprakash J Vachhani, Whole Time Director, Shri Pradeep C Khetani, Managing Director, Shri Dhiraj M Panchal, CFO and Shri Mehul A Mehta, Company Secretary are the Key Managerial Personnel of the Company.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

INSURANCE

All the properties including buildings, plant and machinery and stocks have been adequately insured.

LISTING OF EQUITY SHARES:

The Equity shares of the Company are presently listed with the BSE, i.e. The Bombay Stock Exchange Ltd. The Company has paid annual listing fees for the year 2025-26 to BSE.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There was no proceeding initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Your Company does not forms part of the top 1000 listed entities on BSE Limited as on March 31, 2025. Accordingly, pursuant to Regulation 34(2) (f) of Listing Regulations, Company is not required to submit a Business Responsibility Sustainability Report ("BRSR") as a part of the Annual Report.

PARTICULARS OF EMPLOYEES:

The information required pursuant to section 197(12) read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure E" and forms an integral part of this report.

The information required pursuant to section 197(12) read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable because Company has not employed any employee drawing salary of amounting Rs. 8,50,000/- per month or Rs. 1,02,00,000/- per annum during the year under review.

ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company is conducting operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated and implemented guidelines on prevention of sexual harassment at workplace with a mechanism of lodging and redressal of complaints. During the year under review, no complaints were reported to the Committee.

COMMITTEES OF THE BOARD:

As required under the Act and the Listing Regulations, the Company has constituted the following statutory committees:

Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee Corporate Social Responsibility Committee

The Board has approved the terms of reference for each of these committees. All the Committees of the Board hold their meetings at regular intervals and make their recommendations to the Board from time to time as per the applicable provisions of the Act and the Listing Regulations. There have been no instances where the Board did not accept the recommendations of its Committees, including the Audit Committee. Details of the composition of the Committees and changes therein, terms of reference of the Committees, attendance of Directors at meetings of the Committees and other requisite details are provided in the Corporate Governance Report, which forms part of this Annual Report.

SECRETARIAL STANDARDS OF ICSI:

Pursuant to Section 118(10) of the Act, during the year under review, the Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), respectively mandated by the Institute of The Company Secretaries of India ("ICSI") to ensure compliance with all the applicable provisions read together with the relevant circulars issued by Ministry of Corporate Affairs (MCA) from time to time.

CYBER SECURITY:

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

HUMAN RESOURCE:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered, and the work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind your Companys vision. Your Company appreciates the spirit of its dedicated employees.

INDUSTRIAL RELATIONS:

The relations between the employees and the management have remained cordial throughout the year.

OTHER DISCLOSURES:

1) During the year under review, there was no instance of one-time settlement with Banks or Financial Institutions.

2) During the year, no equity shares were issued with differential rights as to dividend, voting or otherwise.

3) During the year under review, no shares (Including Sweat Equity Shares) were issued to the employees of your Company under any scheme.

4) During the year, there was no revision of financial statements and Boards Report of the Company.

GREEN INITIATIVE:

In accordance with the ‘Green Initiative, the Company has been sending the Annual Report / Notice of AGM in electronic mode to those shareholders whose Email Ids are registered with the Company and / or the Depository Participants. Your Directors are thankful to the Shareholders for actively participating in the Green Initiative.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

By Order of the Board of Directors	Jayprakash J Vachhani	Pradeep C Khetani
Date: 14th August, 2025	Whole time Director	Managing Director
Place: Ahmedabad	(Din: 00385897)	(Din: 01786030)