amber enterprises india ltd share price Directors report


Dear Member(s),

Your Directors take immense pleasure in presenting the 33rd ANNUAL REPORT of the Company along with the Audited

Standalone & Consolidated Financial Statements for the financial year ended 31 March 2023. The consolidated performance of the Company and its Subsidiaries have been referred to wherever required.

FINANCIAL SUMMARY / PERFORMANCE OF THE COMPANY (STANDALONE & CONSOLIDATED)

The standalone and consolidated financial highlights of your Company are as under:

Particulars

Standalone

Consolidated

For the financial year ended

For the financial
31 March 2023 31 March 2022 31 March 2023 31 March 2022
Revenue from operations 5,02,272.58 3,13,760.43 6,92,709.51 4,20,639.73
Other Income 4,842.15 3,298.61 5,266.18 3,323.22
Total Income from operations 5,07,114.73 3,17,059.04 6,97,975.69 4,23,962.95
Profit/Loss Before Depreciation, Finance Costs, Exceptional items and Tax Expenses 25,712.22 18,589.55 47,059.5 30,861.49
Less: Depreciation/ Amortisation/ Impairment 9,970.93 7,951.99 13,911.70 10.790.63
Profit/Loss Before Finance Costs, Exceptional items and Tax Expenses 15,741.29 10,637.56 33,147.8 20,070.86
Less: Financial Costs 9,110.10 3,657.96 11,182.43 4,643.71
Profit/Loss Before Exceptional items and Tax Expenses 6,631.19 6,979.60 21,965.37 15,427.15
Add/(less): Exceptional items - - - -
Profit Before Tax (PBT) 6,631.19 6,979.60 21,965.37 15,427.15
Less: Taxes (current & deferred)
Current Tax 1,596.95 1,215.57 5,164.71 3,087.72
Deferred Tax 142.29 954.01 423.10 1,207.13
Profit After 4,891.95 4,810.02 16,377.56 11,132.30
Profit/Loss for the year 4,891.95 4,810.02 16,377.56 11,132.30
Total Comprehensive Income/ Loss 4,378.67 5,279.71 15,992.33 11,656.65
Earnings Per Equity Share ()
Basic 14.52 14.28 46.66 32.41
Diluted 14.52 14.28 46.66 32.41

FINANCIAL HIGHLIGHTS

STANDALONE LEVEL

During the financial year 2022-23, your Company clocked total revenue from operations of 5,02,272.58 lakh as compared to 3,13,760.43 lakh in financial year 2021-22 at Standalone level with an year on year jump of 60.08% The profit after tax (PAT) of the Company for the financial year 2022-23 stood at 4,891.95 lakh as compared to 4,810.02 lakh in the financial year 2021-22.

CONSOLIDATED LEVEL

During financial year 2022-23 your Company clocked total revenue from operations of 6,92,709.51 lakh during financial year 2022-23, as compared to 4,20,639.73 lakh in financial level with an year on year jump of 64.68%.

The profit after tax for the financial

16,377.56 lakh as compared to 11,132.30 lakh in the financial year 2021-22.

On consolidated and standalone basis the capital expenditure on tangible assets, including rights of use of assets but excluding assets acquired pursuant to business combination, was made of 72,653.82 lakh and 54,129.45 lakh respectively and; No material changes or commitments have occurred between the end of the financial year and the date of this Report which affect the financial statements of the Company in respect of the reporting year.

Your Companys ranking in terms of market Capitalisation is 429 as on 31 March 2023 on National Stock Exchange of India Ltd. & BSE Ltd.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the financial year 2022 - 23, are prepared in compliance with applicable provisions of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 ("the Act"), Indian Accounting Standards ("Ind AS") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ["SEBI Listing Regulations"]. The Audited Consolidated financial the financial year ended 31 March 2023 forms part of The Annual Report.

CREDIT RATING

There is no change in credit ratings of the Company, the last credit ratings given by CRISIL and ICRA Limited are mentioned herein below :

CRISIL
Rating Action
Total Bank Loan 1,285 Crore (Enhanced from 935
Facilities Rated Crore)
Long term rating CRISIL AA-/Stable (Upgraded from
‘CRISIL A+ to ‘Stable)
Short term rating CRISIL A1+ (Upgraded from ‘CRISIL
A1 ‘)

ICRA Limited

The Rating Committee of ICRA, has assigned a long-term rating of [ICRA] AA- (pronounced ICRA double A minus) ("Rating") to Amber Enterprises India Limited ("Amber"). The Outlook on the long-term rating is "Stable". The details of rating action are mentioned below:

Rating Action
Instrument Current Rated Amount Rating Action
Issuer Rating - [ICRA] AA-(stable)
Total

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the financial no change in the nature of business of the Company.

CHANGE IN SHARE CAPITAL STRUCTURE

During the year under review, there has been no change in the authorised share capital and issued and paid-up share capital of your Company.

The Authorised Share Capital of the Company is 45,00,00,000/- (Rupees Forty Five Crore only) divided into 45000000 (Four Crore Fifty lakh) equity shares of 10/- (Rupees Ten) each.

The issued and paid-up share capital of the Company as on 31 March 2023 was 33,69,37,310 divided into 3,36,93,731 equity shares of 10/- (Rupees Ten) each.

The Company has only one class of equity shares with face value of 10/- (Rupees Ten) each, ranking pari passu.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The Board of Directors have not recommended any Dividend for the financial year 2022 2023, due to high statements of your Company for strategic capital expenditure incurred by the Company in financial year 2022-2023, being eligible for PLI as well as other segments, to capitalise the growth opportunities and strengthening the product portfolio.

The Board of Directors of your Company had approved and adopted the Dividend Distribution Policy containing all the necessary details as required by the SEBI Listing Regulations. The Dividend, if any shall be payable in accordance with the Dividend Distribution Policy, which is available on the website of your Company at http://www. ambergroupindia.com/dividend-distribution-policy/ and is also provided as "Annexure A".

There has been no change in the said policy during the year under review.

CAPACITY EXPANSION, NEW PROJECTS & STRATEGIC ALLIANCES

In the financial diverged its resources on capitalising opportunities with focus on growth alongwith strengthening and diversifying the product portfolio.

Your Company as a Group has augmented its overall manufacturing capacity of all plants across the country from 23 to 27 and optimized its capacity utilization. During the financial year, the Company at group level, started and expanded 5 (Five) new manufacturing facilities for expanding Room Air Conditioners and Components capacities alongwith geographical reach, one in Sri City

(Andra Pradesh), second in Supa (Maharashtra), third in Rudrapur (Uttarakhand), fourth in Thiruvallur (Chennai) of our subsidiary Pravartakaandfifthof Kanchipuram, (Tamil year2022 23underreview, there was Nadu) of our material subsidiary IL JIN.

CAPACITY EXPANSION

(i) Sri City (Andra Pradesh)

Ambers Sri City plant is a facility wherein the Company is manufacturing ACs with backward integration of Sheet Metal components, Moulding and Heat

Exchangers and mass production has started in the month of January 2023.

(ii) Amber Supa (Maharashtra)

Ambers Supa plant is situated in Pune, Maharashtra, wherein the Company in Phase 1 has started manufacturing Heat Exchangers, Press shop, Weld shop, Paint shop, TPP and in Phase 2 has set-up an Indoor Unit Line and Outdoor Unit Line and Moulding

Shop and mass production has started in the month of December, 2022.

(iii) Amber Rudrapur (Uttarakhand)

Ambers Rudrapur plant is a leased facility, wherein the Company is manufacturing Sheet Metal components, Copper System Tubing and mass production has started in the month of January, 2023.

(iv) IL JIN (Chennai)

IL JIN Chennai plant is situated in Sriperumbudur, Thiruvallur, it is a leased premises wherein the Company is manufacturing PCBA for Air Conditioners and other Consumer durable products and the mass production has started in the month of November

2022.

(v) Pravartaka (Chennai)

Pravartaka Chennai plant is situated in Kanchipuram, Tamil Nadu, it is a leased premises wherein the

Company is manufacturing Injection moulding Components and the mass production has started in the month of October 2022.

STRATEGIC ALLIANCES

As part of the Amber groups growth strategy, Sidwal Refrigeration Industries Private Limited ("SIDWAL"), the material unlisted subsidiary of your Company has entered into a Technology License Agreement with respect to Intercar Gangways Systems or passenger coaches / EMU / metro excluding LRV / Monorail and Door Systems with Ultimate Group having its presence across the globe with multiple manufacturing facilities bases in USA, Europe, Australia and China and is one of the worlds leading manufacturers of Intercar

Gangways Systems and Door Systems for Railway

Vehicles.

Further, SIDWAL also has entered into a Technology License Agreement with respect to Automatic Door Systems for internal doors with a Company specialized in the design, manufacturing, and development of door systems for the transit industry.

NEW PROJECTS UNDER PROCESS

Amber is focussed on expanding its market horizon in the rapidly expanding air conditioning market and it is also tapping new segments viz automation, smart electronics and home appliances for meeting the increasing consumer demands.

As a responsible corporate, your Company is releasing its first Annual Report encompassing ESG (Environment, Social and Governance) aspects. Long-term strategy has been formulated with the objective of making your Company one of the leaders in ESG and target to establish a resilient business eco-system.

GLOBAL REACH

Your Companys (including its subsidiaries) footprints have increased to Middle East and USA markets outside India.

INNOVATION RESEARCH & DEVELOPMENT

Your Company is expanding the base in innovation inside its ecosystem. It has a dedicated in-house research and development department and in the last few years there has been a strong focus to foster innovation inside the Company.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

COMPANIES

Your Company has following subsidiaries and it regularly monitors the performance of these companies.

WHOLLY OWNED SUBSIDIARIES

1. PICL (India) Private Limited

2. Appserve Appliance Private Limited

3. Sidwal Refrigeration Industries Private Limited

4. Amber Enterprises USA Inc.

SUBSIDIARIES

1. IL JIN Electronics (India) Private Limited

2. EVER Electronics Private Limited.

3. AmberPR Technoplast India Private Limited

 

(Formerly known as Pasio India Private Limited)

4. Pravartaka Tooling Services Private Limited The financial statements of subsidiary companies are available on the website of the Company viz www. ambergroupindia.com. The Company shall make available the financial statements of these subsidiaries to any member of the Company who may be interested in obtaining the same. The consolidated financial statements prepared in accordance with applicable accounting standards and presented by the Company in this annual report includes the financial results of its subsidiary companies.

Wholly Owned Subsidiaries

PICL (India) Private Limited ("PICL")

PICL is a wholly owned subsidiary of your Company. It was incorporated as a Private Limited Company on 13 September 1994 under the provisions of Companies Act, 1956 and it was acquired by the Company in the year 2012.

It undertakes the business of manufacturing various kinds of fractional horse power motors for WACs, SACs, Commercial air conditioners and other applications. During financial year 2022 - 23, PICL has reported total revenue of 30,709 lakh and a Net Profit of 1,500 lakh.

Appserve Appliance Private Limited ("Appserve")

Appserve is a wholly owned subsidiary of your Company. It was incorporated as a Private Limited Company on 4 December 2017 under the provision of the Companies Act, 2013 with the object of carrying out the business of manufacture, repair, maintenance, installation, assembly and routine servicing activities of all kinds of white goods i.e. RACs, washing machines, refrigerators, consumer durables and other similar equipment and components and to establish repair shops for the same along with other related activities.

During financial year 2022 - 23, Appserve has reported total revenue Nil lakh and booked a net loss of 1.60 lakh.

Sidwal Refrigeration Industries Private Limited ("Sidwal")

Sidwal is a material wholly owned subsidiary of your

Company. It was incorporated as a Private Limited Company on 16 August 1965 under the provisions of Companies Act, 1956 and it was acquired by the Company in two tranches in the years 2019 and 2020.

It is engaged in the business of manufacturing and sale of Heating, Ventilation and Air Conditioning equipment for railways, metros, Defence, bus, telecom, commercial refrigeration and related components for private and government customers.

During financial year 2022 - 23, Sidwal has reported total revenue of 42,245 lakh and a Net profit of 7,426 lakh.

Amber Enterprises USA Inc.

Amber Enterprises USA Inc., is a wholly owned foreign subsidiary of your Company. It was incorporated as a corporation under the United States Corporate Law, in the state of Delaware.

It is majorly engaged in the business of sales and marketing alongwith trading activities.

During financial year 2022 - 23, Amber Enterprises USA Inc. has reported total revenue of 224.73 lakh and a Net profit of 23.80 lakh.

Subsidiaries

IL JIN Electronics (India) Private Limited ("IL JIN")

IL JIN is a material subsidiary of your Company. It was incorporated as a Private Limited Company on 11 September 2001 under the provisions of Companies Act, 1956. Your Company currently holds 70% equity stake in IL JIN and 30% equity stake is held by Mr. Hyun Chul Sim and Ms. SU A Lee.

IL JIN is engaged in the business of manufacturing, assembling, purchasing, selling, dealing, distributing, importing and exporting of electronic assembled printed circuit boards for Air conditioners and all kind of Wearable products- including but not limited to Smart Watches and Smart Band, Hearable products- including but not limited to TWS and Neckband, Telecom products including but not limited to RRH ONT, OLT, Setup Box, IT products - including but not limited to Laptop, Tablets, Charger and Power Bank, Audio products - including but not limited to Bar Speaker, Trolley speaker and Electric Vehicles - including but not limited to EV Charger, EV Controller etc.

During financial year 2022 - 23, IL JIN has reported total revenue of 88,039 lakh and a Net profit of 1,140 lakh.

Ever Electronics Private Limited ("EVER")

EVER is a subsidiary of your Company. It was incorporated as a Private Limited Company on 2 August 2004 under the provisions of Companies Act, 1956. Your Company holds 70% equity stake in EVER and 30% equity stake is held by Mr. Hyun Chul Sim.

EVER is engaged in the business of assembly of electronics printed circuit boards for Air conditioners and other consumer durables, electronics and automobiles. During financial year 2022 - 23, EVER has reported total revenue of 29,691 lakh and a Net profit of 1,120 lakh.

AmberPR Technoplast India Private Limited ("AmberPR")

AmberPR is a subsidiary of your Company. It was incorporated as a Private Limited Company on 19 July 2013 under the provisions of Companies Act, 2013. Your Company holds 73% equity stake in AmberPR and 27% equity stake is held by Mr. Pankaj Kumar Rustagi and Ms. Rashmi Rustagi.

AmberPR is engaged in the business of manufacturing of (i) cross flow fans and its plastic parts; (ii) fans and fan guard for outdoor units of room air conditioners; (iii) plastic parts for water dispenser and refrigeration applications (other than automobile industry) and (iv) plastic parts for seats of trucks, tractors and buses.

During financial year 2022 - 23, AmberPR has reported total revenue of 11,118 lakh and a Net profit of 231 lakh.

Pravartaka Tooling Services Private Limited ("Pravartaka")

Pravartaka Tooling Services Private Limited is a subsidiary of your Company. It was incorporated as a Private Limited Company on 27 April 2021 under the provisions of Companies Act, 2013. Your Company holds 60% equity stake in Pravartaka and 40% equity stake is held by Mr. Anil Sangwan and Mr. Aakash Sangwan.

Pravartaka is engaged in the business of manufacturing of injection mould tool manufacturing and injection moulding components manufacturing for various industries. During financial year 2022 - 23, Pravartaka has reported total revenue of 17,146 lakh and a Net profit of transactions 440 lakh.

None of the above named wholly owned subsidiaries and subsidiaries declared any Dividend during the financial year 2022-23.

A statement containing salient features of financial statements of each subsidiary of the Company is provided in Form AOC - 1 as "Annexure - B" and it forms part of this

Annual Report and the consolidated financial statements of the Company for the financial year ended 31 March 2023. In accordance with Section 136 of the Act, the audited financial statements including the consolidated financial statements and related information of your Company and separate audited accounts of subsidiaries including our foreign subsidiary are available on the website of your

Company at www.ambergroupindia.com.

Your Company does not have any associate companies or joint ventures for the financial year 2022 23. There are no companies which have ceased to be its subsidiaries, joint ventures or associates companies during the financial year.

MATERIAL SUBSIDIARIES

The Board of Directors of your Company (‘the Board) has approved and adopted a policy for determining material subsidiaries in accordance with the provisions of

Regulation 16(c) of SEBI Listing Regulations. The policy on material subsidiary has been uploaded on the website of the Company and it can be viewed at the Web-link: https:// www.ambergroupindia.com/policy-for-determination-of-material-subsidiary-and governance-of-subsidiary/ As on 31 March 2023, IL JIN Electronics (India) Private Limited ("IL JIN") and Sidwal Refrigeration Industries Private Limited ("SIDWAL"), subsidiaries of your Company, were unlisted material subsidiaries, as per SEBI Listing Regulations. In terms of the provisions of Regulation 24(1) of the SEBI Listing Regulations, appointment of one of the Independent Directors of your Company on the Board of unlisted material subsidiaries was applicable only to said subsidiaries.

Independent Audit Reports of the material subsidiaries are available on the website of your Company. The Secretarial

Audit report of these material subsidiaries does not contain any qualification, reservation or adverse remark or disclaimer. The Company monitors performance of subsidiary companies, inter alia, by the following means:

Financial statements, in particular investments made by subsidiary companies, are reviewed quarterly by your Companys Audit Committee;

Minutes of Board meetings of subsidiary companies are placed before the Companys Board regularly;

A statement containing all significant arrangements entered into by subsidiary companies is placed before the Companys Board;

The Companys Policy for determining Material

Subsidiaries is available on the website of the Company and can be accessed at Web-link: http: https://www. ambergroupindia.com/policy-for-determination-of-material-subsidiary-and-governance-of-subsidiary/ Furthermore, pursuant to Regulation 24(A) of SEBI Listing

Regulations, as amended read with Guidance note on Annual Secretarial Compliance Report issued by Institute of Company Secretaries of India and various circulars issued by SEBI, the Secretarial Audit report (MR-3) of Material Unlisted Subsidiaries i.e. IL JIN and SIDWAL forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors (the "Board") of your Company are responsible for and are committed to sound principles of Corporate Governance in your Company. The Boards focus is on the formulation of business strategies, policies and robust control systems. The Board provides strategic guidance and direction to your Company in achieving its business objectives and protecting the interest of the stakeholders.

Matters reserved for the Board are those affecting your Companys overall strategic policies, finances and shareholders. These include, but are not restricted to, deliberation of business plans, risk management, internal control, preliminary announcements of interim and final financial results, dividend policy, corporate activities such as material acquisitions and disposals and connected transactions.

Your Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non-Executive and Independent

Directors including one Woman Director.

Directors and Key Managerial Personnel who were

Appointed/Re-appointed or have resigned during the Year

APPOINTMENT AND RE-DESIGNATION OF MR. JASBIR

SINGH (DIN: 00259632) AS WHOLE TIME DIRECTOR, DESIGNATED AS EXECUTIVE CHAIRMAN & CHIEF EXECUTIVE OFFICRE AND WHOLE TIME DIRECTOR OF THE COMPANY

Mr. Jasbir Singh, has been serving the Board of the Company as a Director, since 1 October 2004 and he has been serving as the Chairman and Chief Executive Officer of the Company since 25 August 2017. He has played an instrumental role in the growth of Amber. Mr. Jasbir Singh is having more than 20 years of experience in the RAC & B2B manufacturing sector. Mr. Jasbir Singh has played an

Instrumental role in driving growth through organic and in organic acquisitions.

Under Mr. Jasbir Singh leadership, the Amber Group has grown its manufacturing footprints from single plant to (27) twenty-seven manufacturing locations in 20 years and transformed the Company into diversified unique B2B solution provider in the space of Room Air Conditioners & Commercial Air Conditioners, HVAC solutions to Indian Railways, Metros, Buses, Defense & precision air conditioners, Motors for Air Conditioner, PCB assemblies for various consumer durable, electronic & Automobile segment and various Components like sheet metal components, injection moulding components, heat exchangers etc. for various industries.

Further, during the last decade under Mr. Jasbir Singh astute Guidance, the Company growth has augmented from 876 Crore to 6972 Crore with approx. 700 per cent upsurge. Hence, on the recommendations of the Nomination and Remuneration Committee, Mr. Jasbir Singh was appointed and re-designated as the Whole Time Director of the Company, designated as Executive Chairman & Chief

Executive Officer and Whole Time Director of the Company for a term of five (5) years with effect from w.e.f 16 May 2023.

The resolution for his appointment and re-designation by the shareholders of the Company, forms part of the Notice of 33rd Annual General Meeting of the Company.

DIRECTORS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of the Act, not less than

2/3rd (two-third) of the total number of directors of the Company (other than Independent Directors and Nominee Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation and one-third of such of the directors for the time being are liable to retire by rotation at every subsequent annual general meeting. Accordingly, pursuant to the Act read with Articles of Association of your Company, Mr. Daljit Singh (DIN: 02023964) been longest in office is liable to retire by rotation and, being eligible, offers himself for reappointment.

CHANGE IN DESIGNATION OF MR. JASBIR SINGH AND

MR. DALJIT SINGH FROM NON EXECUTIVE DIRECTORS TO WHOLE TIME DIRECTOR IN SIDWAL REFRIGERATION

INDUSTRIES PRIVATE LIMITED (‘SIDWAL) THE MATERIAL WHOLLY OWNED SUBSIDIARY OF THE COMPANY W.E.F. 1 FEBRUARY 2023.

Mr. Jasbir Singh and Mr. Daljit Singh were re-designated/ appointed as Whole Time Directors in the Material

Subsidiary of the Company, Sidwal Refrigeration Industries

Private Limited for a term of 5 (Five) years, with effect from 1 February 2023 till 31 January 2028.

CHANGE IN DESIGNATION OF MR. JASBIR SINGH AND

MR. DALJIT SINGH FROM EXECUTIVE DIRECTORS TO NON EXECUTIVE DIRECTORS AND WITHDRAWAL OF REMUNERATION IN PICL (INDIA) PRIVATE LIMITED

Mr. Jasbir Singh and Mr. Daljit Singh were re-designated from Executive Directors to Non Executive Directors in PICL (India) Private Limited - wholly owned subsidiary of the

Company and their remuneration had been withdrawn in

PICL w.e.f. 1 February 2023.

APPOINTMENT OF MS. KONICA YADAV AS A WHOLE TIME COMPANY SECRETARY IN SIDWAL REFRIGERATION INDUSTRIES PRIVATE LIMITED.

In order to adhere better compliances as per the Act and as per Section 203 of the Act, read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Ms. Konica Yadav, the Company Secretary and Compliance officer of the Company has been appointed as Whole Time Company Secretary in Sidwal Refrigeration Industries Private Limited (‘Sidwal) the Material Wholly Owned Subsidiary of the Company w.e.f. 1 February 2023. None of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other statutory authority.

Key Managerial Personnel ("KMP")

In accordance with the provisions of Section 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following are the the Key Managerial Personnel(s) of your Company as at 31 March 2023 :

1. Mr. Jasbir Singh Executive Chairman & Chief
Executive Officer and Whole
Time Director
2. Mr. Daljit Singh Managing Director
3. Mr. Sanjay Arora Chief Executive Officer of a
Division
4. Mr. Udaiveer Singh Chief Executive Officer of a
Division
5. Mr. Sachin Gupta Chief Executive Officer of a
Division
6. Mr. Sudhir Goyal Officer ChiefFinancial
7. Ms. Konica Yadav Company Secretary and
Compliance Officer

Declaration from Independent Directors

Your Company has received declarations from all the

Independent Directors confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of Section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations. In opinion of the Board, Independent Directors fulfill the conditions specified in the and SEBI Listing Regulations and are independent of the management.

Also, the Independent Directors have complied with the

Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnels formulated by the Company.

BOARD MEETINGS

Your Company holds minimum of 4 (Four) Board meetings in each calendar year with a gap of not more than one hundred and twenty days between any two consecutive

Meetings. Additional meetings of the Board/ Committees are convened as may be necessary for proper management of the business operations of your Company. The agenda alongwith the requisite annexures and Notice for the Meetings is prepared and circulated in advance to the Directors. The Board of Directors of your Company met 5 (Five) times during the financial year 2022-23 i.e. on 13 May 2022, 18 May 2022, 9 August 2022, 21 October 2022 and 23 January 2023.

The necessary quorum was present at all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Act. A detailed update on the Board & its Committees, composition thereof, number of meetings held during financial year 2022-23 and attendance of the Directors at such meeting is provided in the Section "Board of Directors" of "Corporate Governance Report" of this Annual Report.

BOARD COMMITTEES MEETINGS

The Board has delegated part of its functions and duties to an Executive committee and day-to-day operational responsibilities are specifically delegated to the management.

Further, the Board had duly constituted following

Committees, which are in line with the provisions of applicable laws: A. Audit Committee B. Nomination and Remuneration Committee C. Corporate Social Responsibility Committee D. Stakeholders Relationship Committee E. Risk Management Committee F. Business Responsibility & Sustainability Committee

A detailed update on the composition, number of meetings, attendance and terms of reference of aforesaid Committees are provided in the section "Committees of the Board" of "Corporate Governance Report" of this Annual Report.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

Rules made thereunder

As per Schedule IV of the Act, Secretarial Standards-1 (‘SS-1) read with the Guidance Note on SS-1 and SEBI Listing

Regulations, one meeting of Independent Directors of the

Company was duly held on 2 December 2022 without the attendance of Non-Independent Directors and members of

Management wherein the Independent Directors evaluated the performance of Non Executive Directors, Executive Directors and Board as a whole.

In addition, the Executive Directors of the Company provide regular updates of Business plan and strategies to Independent Directors, in detail, on a regular basis.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES

AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and the SEBI Listing Regulations, a formal Annual evaluation of the Board, its Committees, the Chairman and individual directors was carried out on the basis of Guidance Note on Board Evaluation issued by Securities and Exchange Board of India ("SEBI") for the financial year 2022-23. To facilitate the evaluation process, Board and its Committees self-evaluation questionnaires were circulated to the Board members and respective Committee members.

As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the

Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board excluding the Director being evaluated.

The actions emerging from the Board evaluation process were collated and contribution made by presented before all the employees,the Nomination and Remuneration Committee as well as the Board. Suggestions/ feedback concerning strategic, governance and operational matters were actioned upon by the team. The Directors have expressed their satisfaction with the evaluation process.

DIRECTORS APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act read with Rules made thereunder and Regulation 19 of SEBI Listing Regulations, the Nomination and Remuneration Committee ("NRC") of your Board has formulated a

Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of

Directors and for making payments to Executive and Non-

Executive Directors of the Company.

The NRC takes into consideration the best remuneration practices in the industry while fixing appropriate remuneration packages and for administering the long-term incentive plans, such as ESOPs, ESOSs etc. Further, the compensation package of the Directors, Key Managerial Personnel, Senior Management and other employees is designed based on the set of principles enumerated in the said policy.

Your Directors affirmthat the remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the Remuneration Policy of your Company.

The remuneration details of the Directors, Chief Financial Officer and Company Secretary, along with details of ratio of remuneration of each Director to the median remuneration of employees of the Company as per section 197(12) of the Act, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year under review forms part of this report and are provided as ‘Annexure C.

The Nomination and Remuneration Policy of your Company can be viewed at the following link: https://www. ambergroupindia.com/nomination-and-remuneration-policy/

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

PERSONNEL

As on 31 March 2023, total number of permanent employees on the records of your Company were 1615.

Your Directors place on record their appreciation for the significant through their competence, dedication, hard work, cooperation and support have enabled the Company to cross new milestones on a continual basis.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136 of the Act, the report and financial statements are being sent to the Members and others entitled thereto, excluding the aforesaid disclosure. If any member is interested in obtaining a copy thereof, such member may write to the

Company Secretary in this regard.

EMPLOYEE STOCK OPTION SCHEMES

Your Company has, introduced employee recognition schemes in the form of ESOPs and such tools have been constructive in acknowledging employees contribution to the organisation. The objective of the said ESOPs is to enhance employee motivation, enable employees to participate, directly or indirectly, in the long-term growth and success of your Company. Also, such tools act as a retention mechanism by enabling employee participation in the business as its active member.

The Company had introduced an employee stock option plan namely "Amber Enterprises India Limited - Employee Stock Option Plan 2017" ("ESOP 2017"/ "Plan") to attract, retain, incentivise and motivate the Companys and its Subsidiaries eligible employees and enable them to participate, directly or indirectly, in the long-term growth and success of your Company. Also, such tools act as a retention mechanism by enabling employee participation in the business as its active member.

The total Options reserve under ESOP 2017 are 10,10,800 (Ten lakh Ten Thousand Eight Hundred) Options. Pursuant to the said ESOP 2017, the Nomination and Remuneration Committee at ("NRC) its meeting held on 19 April 2021 has approved the Grant of 220,000 (Two lakh Twenty Thousand) stock options under Amber Enterprises India Limited - Employee Stock Option Plan 2017 ("ESOP 2017"/ "Plan") to eligible employees (present and/or future) of the Company and its subsidiary Company (ies) from time to time in one or more tranches at an exercise price of

2400/- in terms of the ESOP 2017.

Further, the NRC of the Board of Directors of the Company in the meeting held on 13 May 2022 approved to grant of 250,000 options under ESOP 2017 to the eligible employees of the Company and its subsidiary(ies) at a discount of

500 per option, on latest closing price on a recognised stock exchange on which the shares of the Company are listed and having highest trading volume on the date of meeting of the Committee and Board held on 13 May 2022.

Disclosures on details of options granted, shares allotted upon exercise, etc. as required under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB & SE) Regulations") are set out in "Annexure - D" to this Report.

Further, details of options granted and exercised are included in the notes to accounts forming part of Standalone financial statements.

Your Company has received a certificate from Amit

Chaturvedi & Associates, Secretarial Auditors that the ESOP

2017 for grant of stock options has been implemented in accordance with the SEBI (SBEB & SE) Regulations and the resolution passed by the members in their general meeting and via postal ballot. The certificate would placed/available at the ensuing Annual General Meeting for inspection by the members.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI Listing Regulations, your Company has put in place a familiarisation programme for the Independent Directors to familiarise them with their roles, rights and responsibilities as Directors, working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarisation programme are explained in the Corporate Governance Report. The same is also available on the website of the Company at https://www. ambergroupindia.com/wp-content/uploads/2022/12/

Code-for-Independent-Director-and-Familiarisation-

Programme-changed-2020.pdf

DEPOSITS

During the year under review, your Company has not accepted any deposits from the public under Section

73 and 76 of the Act and rules made thereunder and no amount of principal or interest was outstanding as at the end of financial year 2022-23. There were no unclaimed or unpaid deposits lying with your Company.

TRANSFER TO GENERAL RESERVE

Details with regard to amount transferred to reserves are provided in the Notes to financial statements forming part of this Annual Report.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company was not required to transfer any funds to Investor Education and

Protection Funds (IEPF).

FINANCIAL LIQUIDITY

On standalone basis cash and cash equivalent as at 31 March 2023 was 67,664.68 lakh (previous year 77,411.53 lakh). The Companys working capital management is robust and involves a well-organised process which facilitates continuous monitoring and control over receivables, inventories and other parameters. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities. Management monitors rolling forecasts of the Companys liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates. In addition, the Companys liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

 

Note: Cash and cash equivalents mentioned above includes other bank balances, bank deposits with more than 12 months maturity and investment in bonds.

RELATED PARTY TRANSACTIONS

During financial year 2022-23, all contracts/ arrangements/ transactions entered into by your Company with related parties under Section 188(1) of the Act were in the ordinary course of business and on an arms length basis. During financial year 2022-23, your Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered ‘material in accordance with its Policy on Materiality of Related Party Transactions. Thus, there are no transactions required to be reported in Form AOC-2.

In line with the requirements of the Act and SEBI Listing

Regulations, your Company has formulated a Policy on

Materiality and dealing with Related Party Transactions which is also available on the Companys website at https://www.ambergroupindia.com/policy-on-materiality-and-dealing-with-related-party-transactions/. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between your Company and Related Parties.

All related party transactions are placed before the Audit Committee for its approval. Prior omnibus approval of the Audit Committee is obtained as per SEBI Listing Regulations for the transactions which are foreseen and are repetitive in nature. by subsidiaries to which the subsidiary of a listed entity is a party but AlltheSignificant the listed entity is not a party, are placed before the Audit Committee of the Company.

*Significant RPTs means, if the value of such transaction whether entered into individually or taken together with previous transactions during a financial year exceeds 10% of the annual standalone turnover, as per the last audited financial statements of the

Related Party Transactions were disclosed to the Board on quarterly basis.

For details on Related Party Transactions, you may refer Notes to financial statements forming part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees given and investments made during the year in accordance with Section 186 of the Act forms part of the notes to the financialstatements provided in this Annual Report. All the loans, guarantees & securities are given, and investments are made for the Business purpose.

AUDITORS & AUDITORS REPORT
Statutory Auditors M/s S.R. Batliboi & Co. LLP (Firm registration number: 000050N/N500045) were
M/s S.R. Batliboi & Co. LLP appointed as Statutory Auditors of your Company at the Annual General Meeting held on 2 August, 2022, for a term of 5 (Five) consecutive years till the conclusion of the 37th Annual General Meeting of the Company to be held in the year 2027.
, The Independent Auditors Report given by the Auditors on the financial statement (Standalone and Consolidated) of your Company forms part of this Annual Report. There reservation, adverse remark or disclaimer given by the Auditors hasbeennoqualification in their Report.
Secretarial Auditors M/s. Amit Chaturvedi & Associates Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company at their meeting held on 13 May, 2022 had appointed M/s. Amit Chaturvedi &
Practicing Company Secretaries Associates, a practicing Company Secretary firm (Certificate of to conduct the Secretarial Audit of your Company for the financial year 2022 - 23.
The Company has annexed to this Board Report as "Annexure - E", the Secretarial Audit Report given by the Secretarial Auditor.
The Secretarial Audit report does not contain any qualification, reservation or adverse remark.
Further, the Secretarial Audit Report of Sidwal Refrigeration Industries Private Limited and IL JIN Electronics (India) Private Limited, the material subsidiaries of your Company, are also forming part of this Annual Report.
Cost Auditors In terms of the Section 148 of the Act read with Companies (Cost Records and Audit)
M/s. K.G. Goyal & Associates Rules, 2014, your Company is required to maintain cost accounting records and get them audited every year from Cost Auditor and accordingly such accounts and records are
a firm of Cost Accountants made and maintained by your Company.
The Board of Directors of your Company at their meeting held on 13 May, 2022 had appointed M/s. K.G. Goyal & Associates (Firm Registration No.000024), Cost Accountants, as Cost Auditors to audit the cost accounts of your Company for the financial year 2022- 23. The Cost AuditReportforthefinancialyear 2022-23 will be filed by the Company with the Ministry of Corporate Affairs, in due course. The Company will do the related compliance accordingly.
Internal Auditors During the financial year under review, M/s Deepak Gulati & Associates, Chartered
M/s Deepak Gulati & Associates Accountants were appointed as Internal Auditors of the Company at the Board Meeting held on 13 May, 2022, to conduct the Internal Audit for the financial year 2022 23.
Chartered Accountants Findings and reports of Internal Auditors are reviewed by the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks. The Audit Committee periodically reviews internal audit plans, significant audit findings and adequacy of internal controls.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has established an internal control system, commensurate with the size, nature, scale and complexity of its operations. Your Company has a robust and well embedded system of internal controls. This ensures that all assets are safeguarded and protected against loss from unauthorised use or disposition and all financial transactions are authorised, recorded and reported correctly.

An extensive risk based programme of internal audits and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is also aligned to the business objectives of the Company. Comprehensive policies, guidelines and procedures are laid down for all business processes. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

Significant system are :

A well-established, independent, Internal Audit team operates in line with best-in-class governance practices. It reviews and reports to the Audit

Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks.

The Audit Committee periodically reviews internal audit plans, significant internal controls.

Systematic self-certification of adherence to key internal controls, as part of control self-assurance by process owners, monitors and reviewers.

Adherence with a comprehensive information security policy and continuous upgrades of the Companys IT systems for strengthening automated controls.

During the financial year, the internal controls were tested and found effective, as a part of the

Managements control testing initiative. The report on the Internal Financial Controls issued by M/s S.R. Batliboi & Co. LLP, Chartered Accountant, the Statutory

Auditors of the Company is annexed to the Audit Report on the financial statements of the Company and does not contain any reportable weakness of the Company. The Internal Auditors of your Company have direct access to the Audit Committee of the Board. Furthermore, the

Internal Auditors are also responsible for following up the corrective actions to ensure that satisfactory controls are maintained.

Accordingly, the Board, with the concurrence of the Audit

Committee and the Auditors is of the opinion that the

Companys Internal Financial Controls were adequate and operating effectively for the financial year ended 31 March 2023.

RISK MANAGEMENT POLICY / FRAMEWORK

Your Company has devised risk management procedures and techniques after taking into consideration external as well as internal threats to devise efficient strategies for mitigating a diverse set of risks. Risk identification, analysis, mitigation and monitoring is undertaken periodically by the Management Team and is overseen by the Risk Management Committee.

The Risk Management Committee of the Board continues to guide the Management Team in operating a comprehensive risk management framework. At present the Risk Management Committee comprises of following members :

1. Ms. Sudha Pillai, Chairperson

2. Mr. Jasbir Singh, Member

3. Mr. Daljit Singh, Member

The details of the Risk Management Committee as at 31 March 2023 along with its charter are set out in the Corporate Governance Report, forming part of this report. The Company has in place a Risk Management Policy, this

Policy is framed in compliance with the provisions of the Act read along with the applicable rules thereto and Regulation

21 of SEBI Listing Regulations. Risk Management is an integral part of your Companys business strategy. Business Risk Evaluation and Management is an ongoing process within the Company. The same is available on the website of the Company and can be accessed at: https://www. ambergroupindia.com/wp-content/uploads/2023/05/ Risk-Management-Policy.pdf.

The Risk Management Committee identifies, evaluates and assesses the risks, understands the exposure of risks and accordingly prepares and oversees execution of appropriate risk mitigation plan. It has identified Risk Management Units within the Company, the risk profiles of which are constantly monitored and the severity of risk is tracked on regular basis.

The Risk Management Committee maintains comprehensive risk management systems to ensure that the effectiveness of the mitigation action plan gets assessed independently. The effectiveness of system assessed and reviewed by the Risk Management Committee on need basis and annually.

In addition to developing a robust Business Continuity Plan, your Company also focussed on some of the other key risk areas as well and developed mitigation plans. Some of those risks were;- Financial Risks, Manufacturing / Production Risks , R & D Risks, Marketing Risks, Deliverables risks, HR Risks, System Risks, Legal Risks, Business Operational Risks. Your Company is already developing plans to manage and mitigate the risks well.

Also, to address IT related concerns like cyber threats and data vulnerability, your Company has a robust IT system and firewalls to mitigate any threats and risks. The

Company takes the below mentioned steps to ensure the privacy and data security of users : a) Using firewalls on the network. b) Antivirus is installed on each system to protect from viruses, anti-malware, adware, worms and Trojans. c) Strong password policy. d) Automatic backup is scheduled for critical users. e) Educating users by sending Information like Security

Policy of the Company and email awareness mail periodically. f) External drives are blocked.

The Risk Management Committee and the Board has identified some elements of risks, which, according to them are crucial to the Company. Details of these elements of risks have been covered in the Management Discussion and Analysis, which form part of this Annual Report and in

. Note53ofthestandalonefinancial statements The Companys Board of Directors has overall responsibility for the establishment and oversight of the Companys risk management framework. The Note 53 of the standalone financial statements also explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

Your Company remains committed to protecting the interests of its customers, investors, shareholders, employees and each person or entity with whom it is associated.

In the opinion of the Board, there are no risks that may threaten the existence of your Company.

CORPORATE SOCIAL RESPONSIBILITY AND RELATED

MATTERS

Your Company has been an early adopter of Corporate

Social Responsibility ("CSR") initiatives. Along with a sustainable development growth, environmental protection, the contribution to the society is also a key factor for holistic business growth. Your Company has been responsibly managing not only its business performance but also its environmental and social impact.

Amber believes in line with this belief, the Company will continue crafting unique models to generate livelihoods and create a better society. Such Corporate Social Responsibility ("CSR") projects are far more replicable, scalable and sustainable, with a significant impact on sustainable livelihood creation and working for a cause of humanity.

The three guiding principles of Ambers Corporate Social Responsibility policy are :

FY 2022-23 UPDATE ON CSR PROGRAMME

Your Company has an ongoing vibrant CSR programme, of which some of the notable ongoing investments in preventing and promoting health care, woman empowerment programmes, promoting and providing education and skill development for livelihood of youths of our country, which supports the underprivileged, socially and economically disadvantaged communities, promoting preventive health care and Disaster Management or emergency or Covid -19 situation.

Your Company has a duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of your Company. The composition of CSR committee is as stated in the "Committees of the Board" section of "Corporate Governance Report.

The Board of Directors have adopted a CSR policy which is in line with the provisions of the Act. The CSR Policy of your Company lays down the philosophy and approach of your Company towards its CSR commitment. The policy can be accessed at the website of the Company i.e. www. ambergroupindia.com

During the financial year 2022 - 23, on recommendation of CSR Committee Members, the Board approved the CSR Budget amounting of 1,80,75,063 /- (Rupees One Crore Eighty lakh Seventy Five Thousand and Sixty Three Only) which amounts to 2% of the average net profits of previous three financial years.

A total amount of 2,67,96,456.56/- (Rupees Two Crore Sixty Seven Lakh Ninety Six Thousand Four Hundred Fifty Six and Fifty Six paisa only) have been spent against the CSR budget of 1,80,75,063/- (Rupees One Crore Eighty Lakh Seventy Five Thousand Sixty Three) of the financial year 2022 - 2023.

The stipend paid to NAPS Trainees under NAPS Scheme has been claimed by the Company under CSR budget of the financial year 2022 23 along with ongoing projects of the Company. Further, the Company has spent an excess amount of 87,21,393.56/-, which is required to be set off up to immediately succeeding three financial years. The Board on the recommendation of the CSR Committee members passed the resolution to carry forward the excess amount of 86,76,456.56/- (Expenditure w.r.t stipend paid to NAPS Trainees under NAPS Scheme claimed by the Company in the financial year 2022 23) up to immediately succeeding three financial years.

The annual report on our CSR projects/activities is annexed as "Annexure - F" forming part of this report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF

WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &

REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace. The said policy is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The policy aims at prevention of harassment of all women otherwise. employees lays down the guidelines for identification, reporting and prevention of sexual harassment. Your

Company has complied with the provisions relating to the constitution of the lnternal Complaints Committee ("ICC") and the same has been duly constituted in compliance with the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The said Committee is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

The following is a summary of sexual harassment complaints received and disposed of during the year: a. No. of complaints received: 0 b. No. of complaints disposed of: NA c. No. of complaints pending: 0 During the financial year under review your Company has also devised a ‘PoSH Awareness Module which ensures that we follow the Law. Further, the module ensures that all Employees are sensitised and there is awareness with respect to their rights and obligations in accordance with the Law. The module through its engaging delivery style decodes the Law and legal jargon for a layperson and takes the user through common scenarios, educating them about the dos and donts and the appropriate conduct at a workplace.

The Company has conducted online training courses on WorkSafe Plus on the Rainmaker Web Portal and organised other sexual harassment training programmes, from time to time, for its employees and staff. The said training programmes and workshops were helpful in creating necessary awareness and to encourage cooperative environment in the organisation.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated the Vigil Mechanism/Whistle- Blower Policy for the Directors and Employees of the

Company which provides a robust framework for dealing with genuine concerns, grievances and reporting serious and genuine unethical behaviour, actual or suspected fraud and violation of the Companys code of conduct or ethics policy. It also provides adequate safeguards against victimisation of persons, who use such mechanism and makes provision for direct access to the Chairman of the

Audit Committee.

The main objective of this policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company which have a negative bearing on the organisationeitherfinancially or During the financial year 2022 23, no personnel of the

Company have been denied access to the Audit Committee for reporting concerns, if any.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the Companys website and can be accessed at the Web-link: https://www. ambergroupindia.com/whistle-blower-policy/

The Company has also adopted a Code of Conduct for Directors and Senior Managerial Personnel which is available on the website of the Company under the weblink: https://www.ambergroupindia.com/code-of-conduct-for-directors-and-senior-management-personnel/ The Company has also devised and adopted an ethics policy which covers all associates including but not limited to directors, KMPs, employees, agents, representatives, vendors, contractors and business partners of the Company including any Group Companies or any other persons/individuals, who may be acting on behalf of the Company. The policy ensures highest ethical standards and business practices and zero-tolerance toward unethical conduct. This policy aids in monitoring and investigating instances of alleged corruption and subsequent actions against any individual(s) involved in corruption. The policy is available on the website of the Company under the web link: https://www.ambergroupindia.com/wp-content/ uploads/2023/05/1.-Ehics-policy.pdf The Company has also devised and adopted the Anti-Bribery and Anti-Corruption policy which emphasises on Ambers zero tolerance approach to bribery and corruption. It guides us to act professionally, fairly and with utmost integrity. The policy is available on the website of the Company under the web link: https://www.ambergroupindia.com/wp-content/ uploads/2023/05/9.-Anti-bribery-and-Anti-corruption-policy.pdf This policy provides an additional channel to the normal management hierarchy for employees to raise concerns about any breach of the Companys Values or instances of violations of the Companys Code of Conduct. Therefore, its in line with the Companys commitment to open communication and to highlight any such matters which may not be getting addressed in a proper manner. During the financial year under review, no complaint under the Whistle Blower Policy was received.

INSIDER TRADING CODE

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘the PIT Regulations) on prevention of insider trading, your

Company has revised its Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons in line with the recent amendments brought by SEBI in the PIT Regulations.

The said Code lays down guidelines, which advise

Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances.

Your Company also has a Code of practices and procedures of fair disclosures of unpublished price sensitive information including a policy for determination of legitimate purposes along with the Institutional Mechanism for prevention of insider trading and Policy and procedures for inquiry in case of leak of unpublished price sensitive information or suspected leak of unpublished price sensitive information.

Further, your Company has put in place adequate and effective system of internal controls and standard processes have been set to ensure compliance with the requirements given in these regulations to prevent insider trading.

The Company has also in place a robust system viz. "Structural Digital Database" consisting of the relevant details of the Designated person(s) and Connected person(s) for keeping a tab on the information flow and internal and external communications with respect to unpublished price sensitive information of the Company.

DISCLOSURE WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT:

The following are the details that are required to be provided under Schedule V (F) of the SEBI Listing Regulations :

Number of Shareholders and outstanding shares in the suspense account in the beginning of the year (1 April 2022) Number of shareholders who approached listed entity for transfer of shares from suspense account during the year Number of shareholders to whom shares were transferred from suspense account during the year Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year (31 March 2023) The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares
None None None None None

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms an integral part of this report and gives details of the overall industry structure, economic developments, financial and operational performance and state of affairs of your

Companys business and other material developments during the financial year under review.

KEY FINANCIAL RATIOS

The Key financial ratios for the financial year ended 31 March 2023 forms part of the Management Discussion and Analysis Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Your Companys business responsibility ingrains the spectrum of nine principles of National Voluntary Guidelines issued by the Ministry of Corporate Affairs, Government of India, along with their key elements. This is enabled by a suite of frameworks, governance, social objectives, policies, code of conduct and management systems integrated with the business process.

In terms of SEBI Listing Regulations, a separate section on "Business Responsibility & Sustainability Report (‘BRSR)" forms part of this Annual Report and is given in "Annexure G". The Report provides a detailed overview of initiatives taken by your Company from Environmental, Social and

Governance perspectives.

CORPORATE GOVERNANCE

Your Company believes that executing strategy effectively and generating shareholder value over the long term requires high standards of corporate governance. To ensure good corporate governance, your Company ensures that its governance framework incorporates the amendments introduced in the SEBI Listing Regulations from time to time and the same are complied with on or before the effective date.

The Board has also evolved and adopted a Code of Conduct based on the principles of good Corporate Governance and best management practices that are followed globally. The Code is available on your Companys website, www.ambergroupindia.com. and can be viewed at the following web link: https://www.ambergroupindia.com/ code-of-conduct-for-directors-and-senior-management-personnel/ In terms of SEBI Listing Regulations, a separate section on "Corporate Governance" with a compliance report on corporate governance and a certificate from M/s. Amit Chaturvedi & Associates, a firm of Company Secretaries,

Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance, has been provided in this Annual Report and are annexed as

"Annexure H" and "Annexure -I".

A certificate of the Chairman and Chief Executive Officer and CFO of the Company in terms of SEBI Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the

Audit Committee, is also annexed.

LISTING ON STOCK EXCHANGES

The equity shares of your Company are presently listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE").

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

As of 31 March 2023, Your Company employed 1615 fulltime employees. Your Company believes that its employees are its core strength and accordingly development of people and providing a best-in-class work environment is a key priority for the Organisation to drive business objectives and goals. Robust HR policies are in place which enables building a stronger performance culture and at the same time developing current and future leader.

To foster a caring community, the Company recognises that having good staff relations and a motivated workforce plays a vital role in the Companys efficient operations. Your Company has always promoted employees (including workers) to actively participate in various engagement activities which the Company organises every month. The Human Resource Department creates a yearly engagement calendar and monitors it on monthly basis. Last year your Company organised various engagement activities for its employees. Some of the employee engagement activities are showcased below:

Republic Day celebration

Independence Day celebration

Makar Sankranti Celebration

Holi celebration

Zumba activity

Team Building exercise

Festival celebrations

Monthly Birthday celebration

Womens Day celebration

World Environment Day celebration

Yoga Day celebration

Christmas celebration

Further, your Company also ensured that every employee/ worker should have mediclaim coverage and term insurance plan, besides this, free annual health check - ups are also being done for employees/workers.

The organisation has also organised various webinars on mental wellbeing, dhyan session, financial planning and breast cancer awareness.

CREATING A NEW PERFORMANCE CULTURE

Performance for the Company is the sum total of value creation within the Organisation. The leadership focus is such that performance is measured on a continuous basis and performance culture is driven to make every month a in successful month. The significant the performance of the Company during the last two years is a testimony to the leadership and management focus on this performance driven culture which has resulted in highly engaged and motivated teams.

TAKING EMPLOYEE ENGAGEMENT TO NEXT LEVEL

Your Company has a rich legacy of nurturing and promoting talentfromwithintheOrganisationtherebycreatingahealthy and vibrant work culture across the Company. "Leadership through Innovation" is one such engagement forum which engages employees at a national level competition across all locations to showcase their innovative ideas and skills. This platform challenges employees to question status-quo at the work place and to take a leap of faith towards our journey of innovation.

Several cultural and social programmes are organised within the Company to recognise and promote talent which goes a long way in fostering camaraderie among employees and promotes a sense of belonging in the Organisation. The human resources development function of the Company is guided by a strong set of values and policies.

Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your

Company maintains a work environment that is free from physical, verbal and sexual harassment.

The management believes that the competent and committed human resources are vitally important to attain success in the organisation. In line with this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skill-set and behavior. Annual sports, cricket matches and games were conducted across the organisation to enhance the competitive spirit and encourage bonding teamwork among the employees.

The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review.

INDUSTRIAL RELATIONS

The Company enjoyed harmonious industrial relations during the financial year under review. The robust employee relation practices, a collaborative approach to working and vibrant work culture has created a win-win situation for both employees and the Organisation. This caring spirit has gone a long way in maintaining a harmonious environment across all business units of the Company.

INVESTOR RELATIONS

Your Company continuously strives for excellence in its

Investor Relations ("IR") engagement with International and domestic investors through structured conference-calls and periodic investor/analyst interactions like individual meetings, participation in investor conferences, quarterly earnings calls and annual analyst meet with the

Executive Chairman & Chief Executive Officer and Whole Time Director, Managing Director, Executive Directors and Business Divisional Heads. Your Company interacted with various Indian and overseas investors and analysts

(excluding quarterly earnings calls and specific event related calls). Your Company always believes in leading from the front with emerging best practices in IR and building a relationship of mutual understanding with investor/analysts.

Your Company ensures that critical information about the Company is available to all the investors by uploading all such information at the Companys website i.e. www. ambergroupindia.com

ANNUAL RETURN

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return of the financial year 2022 23 is available under the ‘Investors section of the Companys website, www. ambergroupindia.com and can be viewed at the following link: http://ambergroupindia.com/agm-annual-reports-results.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, your Company has duly complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

AND FOREIGN EXCHANGE EARNINGS/OUTGO

The information as required under Section 134 (3) (m) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, is appended hereto as "Annexure - J" and forms part of this Report.

STATUTORY DISCLOSURE

Your Directors state that during the financial year under review, since there were no transactions/events with respect to the items as mentioned herein below no disclosure or reporting is required in respect of the same:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of your Company under any scheme, save and except ESOS referred to in this report.

3. Buy-back of shares or under Section 67(3) of the Act. by the 4. No significant Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

5. No application was filedfor Corporate insolvency resolution process under "The Insolvency and Bankruptcy Code, 2016", by a Financial or operational creditor or by your Company itself during the period under review.

6. No instance of onetime settlement with any Bank or Financial Institution.

7. No disclosure is required under Section 67(3) (C) of the

Act, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of

Section 134(3)(c) and Section 134(5) of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them : (a) in the preparation of the annual accounts for the financial year ended 31 March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) 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 and of the profit and loss of the Company for that period; (c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts for the financial year ended 31 March 2023, on a going concern basis;

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

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements report i.e. between 1 April 2023 to 14 July 2023 except those included in this report.

GREEN INITIATIVE

Your Company has implemented the Green Initiative to enable electronic delivery of notice and annual reports alongwith ancillary documents to the shareholders. Electronic copies of Annual Report of the financial year 2022 23 and the Notice of 33rd Annual General Meeting are sent to all members whose email addresses are registered with the Company/ depository participant(s) as on the record date 14 July 2023.

For members, who have not registered their e-mail addresses, please update your e-mail ids with your respective Depository Participants in order to contribute to above Green Initiative programme.

Pursuant to Section 108 of the Act read with relevant rules thereunder, your Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of 33rd Annual General Meeting. The instructions for e-voting are provided in the Notice of the Annual General Meeting.

CAUTIONARY STATEMENT

The Boards Report and Management Discussion & Analysis may contain certain statements describing the Companys objectives, expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Companys operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

AWARDS AND RECOGNITION

During the year, the Company received following awards and recognition :

Sr. Award

Category of Award

Event Date
No. Giver
1. Blue Star Best Supplier Award for quality & delivery excellence Supplier Meet 14 June 2022
2. LG Best of performance Year 2022 Best award LG Noida Annual Business Partners Meet 09 December 2022

ACKNOWLEDGEMENT

Your Companys organisational culture is embedded and engrossed with professionalism, integrity and continuous improvement across all its functions.

The Board of Directors place on record, their sincere thanks to the shareholders and investors of the Company for the trust reposed in the Company over the past several years. Their involvements are greatly valued. The Directors look forward to your continuing support.

Your directors would also like to express their appreciation for the assistance, guidance and co-operation provided by various government authorities, the banks/financial institutions, business associates, stock exchanges and other stakeholders such as members, customers, suppliers, and ancillary undertakings for their co-operation and assistance.

The Companys executives, staff and workers are instrumental in the Company scaling new heights year after year, and their commitment and contribution is deeply acknowledged. Shareholders involvements are greatly valued. The Directors look forward to your continuing support.

The Board would like to reiterate its commitment to continue to build the organisation into a truly world-class enterprise in all aspects.

For and on behalf of Board of Directors
Amber Enterprises India Limited
(Jasbir Singh) (Daljit Singh)
Executive Chairman & CEO and Whole Time Director Managing Director
Place: Gurugram DIN:- 00259632 DIN:- 02023964
514A, The Camellias, DLF Golf Links, Golf Course G - 45, Silver Oak Avenue, DLF City,
Date: 14 July 2023
Road, Arjun Nagar Gurgaon, Haryana - 122001 Phase - I, Gurgaon, Haryana 122002