Amber Enterprises India Ltd Directors Report

There has been no change in the said policy during the Financial Year 2025 -26.

MANUFACTURING FOOTPRINT AND CAPACITY OPTIMIZATION, NEW PROJECTS & STRATEGIC ALLIANCES

• MANUFACTURING FOOTPRINT AND CAPACITY OPTIMIZATION

Total Operational Units

As on 31st March 2026, the Company and its group entities collectively operate 37 manufacturing facilities across India and internationally, engaged in the manufacture of a diverse range of products spanning the consumer durables, electronics, railway sub-systems and defense of these, 16 facilities are operated directly by the Company and the remaining 21 by its subsidiaries and group entities.

New Units Commissioned during the Financial Year 2025–26

During the Financial Year 2025 - 26, the Company added 7 new manufacturing facilities, including 3 facilities acquired through acquisitions, while consolidating or discontinuing certain existing facilities as part of its ongoing operational optimisation initiatives.

Major Planned Expansions

The Company has undertaken plans for the expansion of its manufacturing capacities and facilities to cater to anticipated business growth and evolving customer requirements. These expansion projects are currently under implementation and are expected to become operational in the coming periods.

Pune Unit - Maharashtra

Hosur Unit - Tamil Nadu

Jewar Unit - Uttar Pradesh

Units shifted during the Financial Year 2025–26

During the Financial Year 2025–26, the Company rationalized its manufacturing operations by relocating certain units to other operational facilities.

The following two units were shifted during the Financial Year:

• Plot No. 36, Sector 31, Kasna Industrial Area, Site-IV, Greater Noida, Uttar Pradesh - 201310.
• Industrial Plot No. C-3, UPSIDC, Site-IV, Kasna, Greater Noida, Gautam Buddha Nagar, Uttar Pradesh - 201310.

to Plot No. 77, Sector Ecotech-I Extension-I, Greater Noida, Gautam Buddha Nagar, Uttar Pradesh - 201310.

Further, the Supa Unit (Fan Division) located at Plot No. A-3/4, Supa-Parner Industrial Park, Waghunde Bk, Supa MIDC, Taluka Parner, Ahmednagar, Maharashtra – 414301, was merged with the Amber Supa Unit, both units being located within the same premises.

These shifts were executed following a comprehensive review of operational efficiency, market dynamics, and long-term sustainability goals. All regulatory and compliance requirements associated with the closures were duly fulfilled. The Company remains committed to ensuring a smooth transition for all stakeholders impacted by these changes.

• STRATEGIC ACQUISITIONS, INVESTMENTS, CORPORATE DEVELOPMENTS AND CAPITAL INFUSION

SUBSIDIARIES AND STEP-DOWN SUBSIDIARIES

During the Financial Year 2025–26, the material subsidiary of the Company, IL JIN, undertook several significant strategic transactions, including acquisitions, investments, and fund-raising activities, with a view to strengthening the GroupRs.s electronic vertical. The details of the aforesaid transactions are set out hereinbelow.

• Acquisition of Power-One Micro Systems Private Limited ("Power-One")

Background

IL JIN, a Material Subsidiary of the Company, on 27th June 2025, entered into Definitive Agreements with Power-One Micro Systems Private Limited ("Power-One") and other parties specified therein, for the acquisition of a majority equity stake in Power-One.

About Power-One

Power-One is engaged in the manufacture and supply of comprehensive energy solutions, including solar inverters (on-grid, off-grid and hybrid), uninterruptible power supplies (UPS), Battery Energy Storage Systems (BESS), EV chargers, and related products and services.

Transaction Details

Pursuant to the Definitive Agreements, on 5th August 2025, IL JIN acquired 2,63,520 equity shares representing 60% of the equity share capital of Power-One.

Post-Transaction Status

Consequent to the aforesaid acquisition, Power-One became a subsidiary of IL JIN and a step-down subsidiary of the Company with effect from 5th August 2025.

Strategic Rationale

The acquisition was undertaken to enable the Amber Group to expand into the growing energy solutions segment, including solar inverters, BESS, UPS and EV chargers, while leveraging its strong backward integration capabilities and product assembly expertise to capitalise on the significant growth opportunities in these expanding businesses.

• Acquisition of ILJIN Holding Ltd and Unitronics (1989) (R"G) Ltd.

Background

IL JIN, on 27th July 2025, entered into a Definitive Agreements with the controlling shareholders of Unitronics (1989) (R"G) Ltd. ("Unitronics"), namely FIMI Opportunity V, L.P. and FIMI Israel Opportunity V, Limited Partnership (collectively, "FIMI") and Mr. Haim Shani, for the acquisition of approximately 40.24% of the issued and outstanding share capital (excluding dormant shares) of Unitronics, for an aggregate consideration of NIS 1560.82 Lakh.

About Unitronics

Unitronics is an Israel-based publicly listed company providing a wide range of industrial automation solutions, including Programmable Logic Controllers (PLCs), Human Machine Interfaces (HMIs), PLCs with integrated HMIs,

Variable Frequency Drives (VFDs), Servo Drives, SaaS solutions (UniCloud), and Industrial Internet of Things (IIoT) with built-in business intelligence, along with integrated software for machine and process control across industries.

Acquisition of ILJIN Holding Ltd

On 21st September 2025, to facilitate the acquisition of shareholding in Unitronics, IL JIN acquired 100 ordinary shares of ILJIN Holding Ltd ("ILJIN Holding"), an Israel based Company, from its existing shareholder, Mr. Gary Sussman, representing 100% of issued share capital of ILJIN Holding. Consequently, ILJIN Holding became a wholly owned subsidiary of IL JIN and a step-down subsidiary of the Company.

ILJIN Holding is a Special Purpose Vehicle (SPV) act as a dedicated investment platform for supporting and facilitating IL JINRs.s strategic international investments and acquisitions.

Further, IL JIN acquired additional 11,04,39,476 ordinary shares of NIS 1 each on 6th October 2025.

Acquisition of Unitronics — Initial Acquisition (9th October 2025)

IL JIN through its SPV, ILJIN Holding completed the initial acquisition of 5,624,591 ordinary shares of Unitronics as per the Definitive Agreements dated 27th July 2025, as follows:

This resulted in a 40.20% shareholding in Unitronics and the establishment of joint control with Mr. Haim Shani.

Subsequent Market and Negotiated Purchases

IL JIN, through ILJIN Holding, continued to augment its stake in Unitronics through the following additional acquisitions:

Post-Transaction Status

As on the date of this Report, IL JIN, through ILJIN Holding, holds 50.43% of the equity share capital of Unitronics. By virtue of majority ownership and board control, Unitronics is classified as a step-down subsidiary of IL JIN and the Company.

Strategic Rationale

This acquisition strengthens the Amber GroupRs.s electronics segment, enabling expansion into industrial automation global markets, thereby supporting the CompanyRs.s long term international growth strategy.

• Acquisition of Shogini Technoarts Pvt Ltd Background

IL JIN, on 14th November 2025, entered into Definitive

Agreements with Shogini Technoarts Pvt Ltd ("Shogini") and its other shareholders, for the acquisition of a majority equity stake in Shogini.

About Shogini

Shogini, incorporated on 23rd August 1982, is a Pune-based company engaged in the manufacture of a wide range of printed circuit boards (PCBs), including single-sided, double-sided, multilayer, flexible, and metal-clad PCBs.

Transaction Details

Pursuant to the Definitive Agreements, on 1st December 2025, IL JIN acquired 7,92,000 equity shares representing 80% of the equity share capital of Shogini.

Post-Transaction Status

Consequent to the aforesaid acquisition, Shogini became a subsidiary of IL JIN and a step-down subsidiary of the Company, with effect from 1st December 2025.

Strategic Rationale

The acquisition is aligned with the CompanyRs.s strategic objective of strengthening its electronics and component solutions vertical by enhancing PCB manufacturing, innovation and design capabilities, manufacturing capacity, broadening the product portfolio and enabling entry into new customer segments.

• Change in Status of Stelltek Technologies Private Limited

IL JIN, on 15th February 2026, executed an Amendment Agreement to the Joint Venture Agreement originally entered into on 18th September 2023, with Stelltek Technologies Private Limited ("Stelltek") and Nexxbase Marketing Private Limited ("Noise").

Pursuant to the said Amendment Agreement, IL JIN was granted the right to nominate and appoint a majority of Directors on the Board of Stelltek. Accordingly, IL JIN appointed Mr. Sudhir Goyal (DIN: 01104230) as a Non-Executive Additional Director on the Board of Stelltek, thereby securing majority board representation and effective control over Stelltek in accordance with the definition of "control" under Section 2(27) of the Act.

The aforesaid change in status did not involve any acquisition of shares or alteration in the shareholding or capital structure of Stelltek. The change was solely on account of IL JIN obtaining the right to control the composition of the Board of Stelltek.

Consequently, Stelltek ceased to be a joint venture of IL JIN and became its subsidiary, and a step-down subsidiary of the Company, with effect from 15th February 2026.

• Disinvestment of Stake in Shivaliks Mercantile Limited

The respective Strategic Alliance Committees of the Board of Directors of the Company and Sidwal, at their respective meetings held on 30th March 2026, approved the disinvestment of the entire 49% equity stake held by

Sidwal in its joint venture, Shivaliks Mercantile Limited ("Shivaliks").

It is pertinent to note that Sidwal had previously written off its entire investment in Shivaliks in its financial statements for the quarter ended 31st December 2025.

Pursuant to the said approval, Sidwal entered into a Share Purchase Agreement with J P Fincap Private Limited for the sale of its entire shareholding in Shivaliks, comprising 10,97,98,850 equity shares, for a nominal consideration of approximately

Rs.1,09,798.85.

Upon completion of the aforesaid transaction, Shivaliks ceased as a joint venture of Sidwal with effect from 30th March 2026.

• Fund Raising by IL JIN

During the Financial Year under review, IL JIN undertook a significant fund-raising exercise aggregating to Rs.1,750 Crore across multiple tranches, to support the organic and inorganic growth of the CompanyRs.s electronics business. The details are set out hereinbelow:

Impact on AmberRs.s Shareholding in IL JIN

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There were no material changes or commitments affecting the financial position of the Company that occurred between 1st April 2026 and 13th August 2026, being the date of this Report, except as disclosed hereinbelow:

• Acquisition of Remaining Stake in Amber Resojet Private Limited

The Strategic Alliance Committee of the Board of Directors of the Company in its meeting held on 3rd April 2026, approved the acquisition of the remaining 50% equity stake in Amber Resojet Private Limited ("Amber Resojet"), which was previously a joint venture of the Company.

Pursuant to the aforesaid approval, the Company entered into a Share Purchase Agreement ("SPA") dated 3rd April 2026 with Amber Resojet, LCGC Resolute Appliances LLP ("LCGC"), the existing joint venture partner and its partners, Mr. Manikandan Narasimhan and Mr. Raminder Singh Soin. Under the SPA, the Company agreed to acquire balance 10,000 equity shares, representing 50% of the paid-up equity share capital of Amber Resojet.

The acquisition was successfully completed on 10th April 2026, pursuant to which the Company acquired 100% of the equity share capital of Amber Resojet. Consequently:

• Amber Resojet ceased as a joint venture and became a Wholly Owned Subsidiary of the Company with effect from 10th April 2026;
• The Investment-cum-Joint Venture Agreement dated 21st March 2024 was terminated with immediate effect, except for those provisions which, by their nature, survive termination; and
• All rights and interests previously held by LCGC in Amber Resojet were extinguished.

The transaction was undertaken with the objective of restructuring the existing joint venture into a wholly owned subsidiary in alignment with the CompanyRs.s long term strategic objectives. The acquisition has not resulted in any adverse or material impact on the Company.

• Investment in MoMagic Wireless Private Limited by IL JIN Background

IL JIN, on 14th February 2026, entered into Definitive Agreements with MoMagic Wireless Private Limited ("MoMagic"), MoMagic

Technologies Private Limited, Mr. Arun Kumar Gupta, and Ms. Ritu Gupta.

About MoMagic

MoMagic, a Delhi-based company incorporated in 2025, is engaged in the design, development, and supply of wireless communication modules, including Cellular, BLE, and Wi-Fi modules, and undertakes research and development activities in the wireless communication space.

Transaction Details

IL JIN agreed to subscribe to an aggregate of 51,52,938 equity shares, representing 19.92% of MoMagicRs.s equity share capital, structured across two closings:

Post-Transaction Status

Pursuant to the execution of the Definitive Agreements and completion of the First Closing, MoMagic became part of the Amber GroupRs.s strategic electronics ecosystem as a minority investee company, with effect from 3rd April 2026.

Strategic Rationale

The investment is strategically aligned with IL JINRs.s objective of expanding its presence in the growing Internet of Things (IoT) domain and enhancing its capabilities in wireless module design and development. The investment is expected to create synergies in research, product innovation, and market expansion, while supporting entry into new customer segments and generating long term value for stakeholders.

• Additional Investment in IL JIN pursuant to Rights Issue

The Board of Directors of IL JIN, at its meeting held on 17th March 2026, approved the raising of additional capital aggregating to Rs.328 Crore by way of a rights issue of equity shares, to support its strategic initiatives.

Pursuant to the aforesaid rights issue, the Company made an additional investment of Rs.296.02 Crore in IL JIN. IL JIN completed the allotment of equity shares on

21st April 2026. The Company subscribed to and was allotted 12,46,430 equity shares at an issue price of

Rs.2,375 per equity share (including a premium of Rs.2,365 per share) on a rights basis.

The impact of the aforesaid allotment on the CompanyRs.s shareholding in IL JIN is set out below:

• Incorporation of ILJIN Technologies Private Limited

— Strategic Collaboration in Medical, Defence and Aerospace Electronics by IL JIN

Background

In furtherance of the CompanyRs.s long term strategy of expanding its electronics capabilities into high-growth, technology-intensive verticals, IL JIN in collaboration with Singularity Des Electronics Private Limited ("Singularity"), has incorporated a new subsidiary focused on the medical, defence, and aerospace electronics segments.

Incorporation Details

Post-Incorporation Status

Consequent to its incorporation on 4th June 2026, ILJIN Technologies became a subsidiary of IL JIN and a step-down subsidiary of the Company.

Strategic Rationale

The incorporation of ILJIN Technologies is aligned with the GroupRs.s vision of diversifying its electronics manufacturing portfolio into high-barrier, high-value sectors. The medical, defence, and aerospace electronics segments offer long term growth potential driven by favourable government policies, import substitution imperatives, and rising domestic demand. The collaboration with Singularity is expected to accelerate the entityRs.s technological readiness and market access in these specialised domains.

• Acquisition of Additional Stake in Ascent Circuits Private Limited and Change in Management

Background

IL JIN, had previously acquired 60% equity stake in Ascent Circuits Private Limited ("Ascent"), a Bengaluru based printed circuit board (PCB) manufacturer, making Ascent a subsidiary of IL JIN and a step-down subsidiary of the Company. Subsequent to the end of the Financial Year 2025 -26, IL JIN has undertaken a further acquisition to consolidate its majority position in Ascent.

Transaction Details

IL JIN acquired an additional aggregate stake of 38.50% in Ascent, structured across two tranches:

Impact on Shareholding in Ascent

Change in Management

In connection with the aforesaid acquisition and the consequent change in the shareholding structure of Ascent, Mr. Manjunath Punyamurthy, stepped - down from his position as Managing Director of Ascent, with effect from 18th June 2026.

Strategic Rationale

The acquisition of additional stake in Ascent is in line with the GroupRs.s strategic objective of strengthening its electronics manufacturing vertical through enhanced ownership and operational integration. Increased control over Ascent is expected to deepen vertical integration, improve supply chain resilience, and create significant synergies in PCB manufacturing, thereby supporting the GroupRs.s long term value creation objectives.

• Manufacturing Collaboration with Oppo Mobiles India Private Limited — Entry into Mobile Phone Manufacturing

Background

In furtherance of the GroupRs.s strategy of diversifying its manufacturing capabilities and expanding into high volume consumer electronics segments, the Amber Group entered into a manufacturing collaboration agreement with Oppo Mobiles India Private Limited ("Oppo India"), a licensed manufacturer of Mobile Phones for brands of OPPO, OnePlus and Realme in India.

Transaction Details

Nature of Collaboration

The Manufacturing Collaboration Agreement sets out the framework for the Amber Group to undertake the manufacturing of mobile phones for Oppo India. This nagreement marks the formal entry of the Amber Group into the mobile phone manufacturing segment, leveraging its manufacturing expertise.

Post-Agreement Status

The Manufacturing Collaboration Agreement was executed on 18th June 2026, i.e., subsequent to the end of the Financial Year 2025 -26. The Company is in the process of making the necessary arrangements for the commencement of mobile phone manufacturing operations pursuant to the said Agreement.

Strategic Rationale

The collaboration with Oppo India represents an important milestone for the Amber Group, enabling it to diversify its manufacturing portfolio into the important mobile phone segment. IndiaRs.s mobile phone manufacturing ecosystem has witnessed expansion driven by the Production Linked Incentive ("PLI") Scheme and domestic consumption. The entry into this segment is expected to further strengthen the Amber GroupRs.s position as a comprehensive manufacturing solutions provider. The collaboration is expected to create opportunities for operational synergies and reinforce AmberRs.s position as a preferred entity for B2B manufacturing.

• Key events in IL JIN

The Board of Directors of IL JIN , at its meeting held on 11th July 2026, approved a series of strategic corporate actions, subject to receipt of shareholdersRs., regulatory and statutory approvals, as applicable.

• Sub-division of Equity Shares (from a face value of

RS.10 each to RS.5 each)

Consequent to the sub-division of equity shares from a face value of RS.10 each to RS.5 each:

• The number of authorised equity shares increased from 1,60,00,000 equity shares of

RS.10 each to 3,20,00,000 equity shares of RS.5 each, while the aggregate authorised share capital remained unchanged at RS.16,00,00,000.

• The number of issued, subscribed and paid-up equity shares increased from 67,97,835 equity shares of RS.10 each to 1,35,95,670 equity shares of RS.5 each, while the aggregate issued, subscribed and paid-up share capital remained unchanged at RS.6,79,78,350.

Accordingly, the aggregate authorised and paid-up share capital of the Company remained unchanged.

Consequent amendments to Clause V (Share Capital Clause) of the Memorandum of Association were approved by shareholders at the Extraordinary General Meeting held on 15th July 2026, as mentioned below :

• The Authorised Share Capital of the Company is

• 3,20,00,000 Equity Shares of Rs.5 each, and
• 40,00,000 Preference Shares of RS.10 each.
• Increase in Authorised Share Capital

The authorised share capital of IL JIN increased from

Rs.20 Crore to Rs.250 Crore, in the following manner: From

• RS.16,00,00,000 divided into 3,20,00,000 Equity Shares of RS.5 each; and
• RS.4,00,00,000 divided into 40,00,000 Preference Shares of RS.10 each

to:

• RS.2,46,00,00,000 divided into 49,20,00,000 Equity Shares of RS.5 each; and
• RS.4,00,00,000 divided into 40,00,000 Preference Shares of RS.10 each

The same was approved by the shareholders of IL JIN in its Extraordinary General Meeting held on 15th July 2026.

• Bonus Issue

The Board approved a bonus issue in the ratio of 25:1, i.e., 25 new fully paid-up equity shares of RS.5 each for every 1 existing fully paid-up equity share of

RS.5 each.

Upon allotment of the bonus shares, the paid-up equity share capital of IL JIN shall increase from

RS.6,79,78,350 comprising 1,35,95,670 equity shares of RS.5 each to RS.1,76,74,37,100 comprising 35,34,87,420 equity shares of RS.5 each, while the preference share capital would remain unchanged.

The bonus shares will rank pari passu with the existing equity shares in all respects.

The same was approved by the shareholders of IL JIN in its Extraordinary General Meeting held on 15th July 2026.

• Conversion into Public Company

The Board approved the conversion of IL JIN from a private limited company into a public limited company, along with the consequential change of its name to IL JIN Electronics (India) Limited. The Board also approved the consequential amendments to the Memorandum of Association and Articles of Association of the Company.

The aforesaid conversion and related matters were subsequently approved by the shareholders of IL JIN at its Extraordinary General Meeting held on 15th July 2026. The requisite filings for conversion has been made with the jurisdictional Registrar of Companies.

• Shifting of Registered Office

The Board approved the shifting of its registered office from Gat No. 161/2, Pimple Jagtap Road, Bhima Koregaon, Tal. Shirur, Pune – 412216, Maharashtra, under the jurisdiction of the Registrar of Companies, Maharashtra, to Plot No. 27 & 28, Ecotech-III, Extension-2, Udyog Kendra, Greater Noida – 201306, Uttar Pradesh, under the jurisdiction of the Registrar of Companies, Uttar Pradesh.

The aforesaid shifting of the registered office was subsequently approved by the shareholders of

IL JIN at its Extraordinary General Meeting held on 15th July 2026.

The application shall be submitted to the jurisdictional Regional Director, within the due course of time.

• Adoption of Amended and Restated Articles of Association

The Board approved adoption of amended and restated Articles of Association to align the governance framework of IL JIN with the requirements applicable to a public limited company and to provide for continuing governance and investor rights arrangements.

The same was subsequently approved by the shareholders of IL JIN at its Extraordinary General Meeting held on 15th July 2026.

Your Company has the following subsidiaries, wholly owned subsidiaries, step-down subsidiaries, joint venture and associate companies as on 31st March 2026 and regularly monitors the performance of these companies:

Colour Guide:

PART A — DIRECT SUBSIDIARIES OF AMBER ENTERPRISES INDIA LIMITED

PART B — STEP-DOWN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY

Notes

& Ever Electronics Private Limited ("Ever") ceased as a subsidiary and has been amalgamated with and into IL JIN with effect from 27th June 2025.

Appserve is non-operational as on the date of this Report.

AmberPR transferred its entire business undertaking to the Company by way of a slump sale with effect from 1st October 2024.

Accordingly, AmberPR ceased manufacturing operations from that date.

With effect from 15th February 2026, the status of Stelltek changed from a Joint Venture to a Subsidiary of IL JIN and, consequently, a step-down subsidiary of the Company.

• Subsequent to the Financial Year end, IL JIN acquired an additional 37.50% stake in Ascent on 19th June 2026 and 1% further on 3rd July 2026 increasing IL JINRs.s aggregate holding to 98.50%. Mr. Manjunath Punyamurthy resigned as Managing Director of Ascent with effect from 18th June 2026.

Shivaliks ceased to be a Joint Venture of Sidwal with effect from 30th March 2026, pursuant to the disinvestment of SidwalRs.s entire 49% equity stake to J P Fincap Private Limited. Consequently, Shivaliks ceased to be a step-down joint venture of the Company.

With effect from 10th April 2026, Amber Resojet became a Wholly Owned Subsidiary of the Company, pursuant to the acquisition of the remaining 50% equity stake from LCGC Resolute Appliances LLP.

IL JIN entered into Definitive Transaction Agreements with MoMagic on 14th February 2026. However, the allotment of shares was completed on 3rd April 2026 (post the Financial Year-end). Accordingly, MoMagic constitute as an associate of IL JIN with effect from 3rd April 2026.

The consolidated financial statements prepared in accordance with applicable accounting standards and presented by the Company in this annual report include the financial statements of its subsidiaries.

FINANCIAL PERFORMANCE OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

PART I — SUBSIDIARY COMPANIES

• PICL (India) Private Limited ("PICL")

PICL is a wholly owned subsidiary of your Company. It was incorporated as a Private Limited Company on 13th September 1994 and was subsequently acquired by the Company in the year 2012.

PICL is engaged in the business of manufacturing various kinds of electric motors, including single phase induction motors and BLDC motors, catering primarily to manufacturers of air conditioners, washing machines and ceiling fans. The Company also undertakes manufacturing of complete ceiling fans. PICL is further expanding its product portfolio by entering the segments of ventilation fans, exhaust fans, three phase motors and general purpose motors.

During the Financial Year 2025-26, PICL has reported total revenue of Rs.40,294.73 Lakh and a Net Profit of

Rs.177.79 Lakh.

• Appserve Appliance Private Limited ("Appserve")

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

As on the date of this Report, Appserve is non-operational and has not commenced any commercial operations during the Financial Year 2025-26.

During the Financial Year 2025-26, Appserve has reported Nil revenue and a Net Loss of Rs.(2.30) Lakh.

• Sidwal Refrigeration Industries Private Limited ("Sidwal")

Sidwal is a wholly owned material subsidiary of your Company. It was incorporated as a Private Limited Company on 16th August 1965 and was subsequently acquired by the Company in two tranches during the years 2019 and 2020.

Sidwal is engaged in the business of manufacturing and sale of Heating, Ventilation and Air Conditioning (HVAC) systems for railways, metros, defence, buses and telecom applications, as well as commercial refrigeration solutions. In addition, Sidwal manufactures railway and metro sub-systems including Pantry, Doors, Gangways and other components.

During the Financial Year 2025-26, Sidwal has reported total revenue of Rs.53,540.46 Lakh and a Net Loss of

Rs.(8,698.76) Lakh.

• Amber Enterprises USA Inc. ("Amber USA")

Amber USA is a wholly owned foreign subsidiary of your Company. It was incorporated as a Corporation under the Corporate Law of the State of Delaware, United States of America.

Amber USA is primarily engaged in the business of sales, marketing and trading activities, serving as the commercial interface for the Amber GroupRs.s presence in the North American market.

During the Financial Year 2025-26, Amber USA has reported revenue of Rs.478.11 Lakh and a Net Profit of

Rs.31.21 Lakh (converted into INR).

• AmberPR Technoplast India Private Limited ("AmberPR")

AmberPR is a wholly owned subsidiary of your Company. It was incorporated as a Private Limited Company on 19th July 2013.

AmberPR was engaged in the business of manufacturing of (i) cross flow fans and their plastic parts; (ii) fans and fan guards for outdoor units of room air conditioners;

(iii) plastic parts for water dispensers and refrigeration applications (other than the automobile industry); and (iv) plastic parts for seats of trucks, tractors and buses.

Pursuant to a strategic restructuring initiative, AmberPR transferred its entire business undertaking to the Company by way of a slump sale, with effect from 1st October 2024. Consequent to the said slump sale, AmberPR ceased to carry on any manufacturing or operational activities.

During the Financial Year 2025-26, AmberPR has reported total revenue of Rs.284.12 Lakh and a Net Loss of

Rs.(15.69) Lakh.

• 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 11th September 2001.

IL JIN is engaged in Electronic Manufacturing Services (EMS) encompassing PCB-Assembly and Box Build solutions to broad range of customers. IL JIN caters to the diverse end-user across applications including consumer electronics, telecom, smart meters, wearables and hearables, automotive, industrial control systems, etc.

During the Financial Year 2025-26, IL JIN has reported total revenue of Rs.2,25,463.97 Lakh and a Net Profit of RS.5,394.95 Lakh.

• Pravartaka Tooling Services Private Limited ("Pravartaka")

Pravartaka is a subsidiary of your Company. It was incorporated as a Private Limited Company on 27th April 2021. Your Company holds 60% of the equity share capital of Pravartaka.

Pravartaka is engaged in the business of manufacturing injection moulds and injection moulded components, catering to various industries across the Consumer Durable, Automotive, Telecom and Electrical Equipment sectors.

During the Financial Year 2025-26, Pravartaka has reported total revenue of Rs.32,720.86 Lakh and a Net Profit of Rs.2,053.85 Lakh.

• Ascent Circuits Private Limited ("Ascent")

Ascent is a subsidiary of IL JIN and a step-down subsidiary of your Company. It was incorporated as a Private Limited Company on 1st February 1999. As of 31st March 2026, IL JIN held 60% of the equity share capital of Ascent, and the remaining 40% equity stake was held by Mr. Manjunath Punyamurthy and Ms. Manju Thomas.

Ascent is a South India-based company engaged in the manufacturing of Printed Circuit Boards (PCBs), including single-sided, double-sided, multi-layered and RF PCBs and serving a broad spectrum of applications across multiple industries and customer segments.

During the Financial Year 2025-26, Ascent has reported total revenue of Rs.40,186.59 Lakh and a Net Profit of

Rs.3,133.62 Lakh.

• AT Railway Sub Systems Private Limited ("AT Railway")

AT Railway is a wholly owned subsidiary of Sidwal and a step-down subsidiary of your Company. It was incorporated as a Private Limited Company on 15th March 2024, with the primary object of carrying on the business of manufacture and supply of railway components and sub-systems for the rolling stock industry in India and overseas, with a vision to expand into global markets.

During the Financial Year 2025-26, AT Railway has reported NIL revenue and a Net Loss of Rs.(1.73) Lakh.

• Power-One Micro Systems Private Limited ("Power-One")

Power-One is a subsidiary of IL JIN and a step-down subsidiary of your Company.

Power-One is engaged in the manufacturing of a comprehensive range of power and energy solutions, including solar inverters (on-grid, off-grid and hybrid), uninterruptible power supplies (UPS), Battery Energy Storage Systems (BESS), EV chargers and other allied power and energy products, catering to the growing demand for clean energy and power infrastructure solutions.

During the Financial Year 2025-26 (for the period from the date of the acquisition), Power-One has reported total revenue of Rs.19,874.77 Lakh and a Net Profit of

Rs.2,070.19 Lakh.

• ILJIN Holding Ltd ("ILJIN Holding")

ILJIN Holding is a wholly owned foreign subsidiary of IL JIN and a step-down subsidiary of your Company. It was incorporated and registered in Israel on 7th September 2025 as a limited liability company under the Companies Law of the State of Israel.

ILJIN Holding has been established with the primary objective of passive ownership. Its principal activity is to own and control subsidiary companies through equity holdings. ILJIN Holding does not engage in any operational, administrative or management services for the entities in which it holds equity.

As a newly incorporated entity, ILJIN Holding is at its early stage of establishment.

During the Financial Year 2025-26, ILJIN Holding has reported NIL revenue and a Net Loss of Rs.(842.48) Lakh (converted into INR).

• Unitronics (1989) (R"G) Ltd. ("Unitronics")

Unitronics is a step-down foreign subsidiary of your Company, held through IL JIN and ILJIN Holding Ltd. Unitronics is a company incorporated in Israel in the year 1989 and has been publicly listed on the Tel Aviv Stock Exchange since 2004.

Unitronics is engaged in the design, development, manufacturing, marketing, sale and support of a comprehensive range of industrial automation products, including Programmable Logic Controllers (PLCs), Human-Machine Interfaces (HMIs), integrated PLC-HMI devices, Variable Frequency Drives (VFDs), Servo Drives and Software-as-a-Service (SaaS) solutions, including its proprietary UniCloud platform and Industrial Internet of

Things (IIoT) solutions with built-in business intelligence, supported by its all-in-one software for machine and process control across various industries.

During the Financial Year 2025-26 (for the period from the date of the acquisition), Unitronics has reported total revenue of Rs.21,457.33 Lakh and a Net Profit of

Rs.3,652.33 Lakh (converted into INR).

• Shogini Technoarts Pvt Ltd ("Shogini")

Shogini is a subsidiary of IL JIN and a step-down subsidiary of your Company. IL JIN acquired a controlling stake in Shogini pursuant to a Share Purchase Agreement, with Shogini becoming a subsidiary of IL JIN and a step-down subsidiary of your Company with effect from 1st December 2025.

Shogini is engaged in the manufacturing of various types of printed circuit boards (PCBs), including single-sided, double-sided, multi-layered, metal and flexible PCBs, serving a broad spectrum of applications across multiple industries and customer segments.

During the Financial Year 2025-26 (for the period from the date of the acquisition), Shogini has reported total revenue of Rs.18,283.58 Lakh and a Net Profit of

Rs.1,317.71 Lakh.

• Stelltek Technologies Private Limited ("Stelltek")

Stelltek is a subsidiary of IL JIN and a step-down subsidiary of your Company. During the Financial Year 2025-26, Stelltek was classified as a joint venture of IL JIN, however, it ceased to be a joint venture and became a subsidiary of IL JIN and a step-down subsidiary of the Company with effect from 15th February 2026.

Stelltek is engaged in the business of manufacturing, assembling and designing of wearable and other smart electronics products.

During the Financial Year 2025-26, from the date of its conversion into a subsidiary, Stelltek recorded total revenue of Rs.2,649.27 Lakh and a net profit of Rs.50.48 Lakh. The GroupRs.s share of loss in Stelltek was NIL for the period from 1st April 2025 to 14th February 2026, up to the date on which Stelltek ceased to be a joint venture and became a subsidiary. For further details, please refer to Notes 55 and 63 of consolidated financial statements.

• Ascent-K Circuit Private Limited ("Ascent-K")

Ascent-K was incorporated on 7th April 2025 pursuant to a Joint Venture Agreement dated 15th October 2024 between IL JIN and Korea Circuit Co., Ltd. ("KCC").

Ascent-K is engaged in the manufacturing of advanced printed circuit boards, including HDI, Flex and Semiconductor Substrate PCBs.

Despite being formed as a joint venture, Ascent-K is treated as a subsidiary of IL JIN, as IL JIN holds 70% of the equity share capital and has majority representation on the Board.

Being a recently incorporated entity, Ascent-K is in its early stages of operations and is in the process of scaling up its manufacturing capabilities.

During the Financial Year 2025-26, Ascent-K has reported NIL revenue and a Net Loss of Rs.(45.35) Lakh.

• IL JIN Technologies Private Limited ("IL JIN Technologies")

ILJIN Technologies is a subsidiary of IL JIN and a step-down subsidiary of your Company, incorporated on 4th June 2026 under the Act. IL JIN holds 60% of its equity share capital, and the remaining 40% is held by Singularity.

ILJIN Technologies has been incorporated to carry on the business of electronics in the fields of medical, defence and aerospace marking a deliberate move into higher-value, technology-intensive segments and establishing a strategic platform in these domains.

As ILJIN Technologies was incorporated on 4th June 2026, subsequent to the close of the Financial Year under review, it does not have any operational history or financial performance to report for the Financial Year 2025-26. The entity is currently in its pre-operative stage.

PART II — JOINT VENTURE COMPANIES

The following companies were classified as joint venture companies of the Amber Group during the Financial Year 2025-

26. Where applicable, changes in status subsequent to the year end have been disclosed within the respective write-ups.

• Yujin Machinery India Private Limited ("Yujin India")

Yujin India is a joint venture company of AT Railway Sub Systems Private Limited, a wholly owned subsidiary of Sidwal. It was incorporated on 20th August 2024, pursuant to a joint venture arrangement between AT Railway, Yujin Machinery Ltd., a leading manufacturer of rolling stock components based in South Korea, Dujin I&T Co., Ltd. (Formerly known as Dujin International Co., Ltd.) and Sinkodia Pte Ltd.

Yujin India is engaged in the manufacture of a comprehensive range of high-quality components for rolling stock, including driving gears, couplers, pantographs and brakes, targeting both the domestic and international markets.

As a recently incorporated entity, Yujin India is in its early growth phase and continues to build its operational and manufacturing infrastructure.

During the Financial Year 2025-26, a share of loss of

Rs.(140.97) Lakh of JV i.e. of Yujin India, recognized in the consolidated financial statements (Refer Note 63 of the consolidated financial statements).

• Shivaliks Mercantile Limited ("Shivaliks")

Shivaliks, a joint venture of Sidwal is engaged in manufacturing railway components and sub-systems for the rolling stock industry.

Change in Status

On 30th March 2026, Sidwal divested its entire 49% equity stake in Shivaliks. Following the completion of the transaction Shivaliks ceased to be a joint venture of Sidwal with effect from 30th March 2026.

During the Financial Year 2025-26, a share of loss of

Rs.(8,193.50) Lakh of JV i.e. of Shivaliks, recognized in the consolidated financial statements (Refer Note 63 of the consolidated financial statements).

• Amber Resojet Private Limited ("Amber Resojet")

Amber Resojet was a joint venture of the Company, with 50% shareholding held by the Company and the remaining 50% by LCGC Resolute Appliances LLP ("LCGC"). It is engaged in the manufacturing of fully automatic washing machines and related components.

Change in Status

Subsequent to the close of Financial Year 2025–26, the Company acquired the remaining 50% equity stake in Amber Resojet from LCGC pursuant to a Share Purchase Agreement dated 3rd April 2026, for an aggregate consideration of approximately Rs.1.74 Crore. The acquisition was completed on 10th April 2026, upon which Amber Resojet became a Wholly Owned Subsidiary of the Company.

During the Financial Year 2025-26, a share of loss of

Rs.(669.58) Lakh of JV i.e. of Amber Resojet, recognized in the consolidated financial statements (Refer Note 63 of the consolidated financial statements).

PART III — NOTE ON INVESTEE COMPANY – ASSOCIATE COMPANY

• MoMagic Wireless Private Limited ("MoMagic")

MoMagic Wireless Private Limited is a Delhi-based company incorporated in the year 2025. It is engaged in the business of designing, developing and supplying wireless communication modules, including Cellular, BLE and Wi-Fi modules, and undertaking research and development activities in the wireless communication space.

On 14th February 2026, IL JIN entered into Definitive Transaction Agreements with MoMagic, MoMagic Technologies Private Limited and the promoters of MoMagic, for subscribing to 51,52,938 equity shares, representing 19.92% of MoMagicRs.s equity share capital, for

total consideration of Rs.25 Crore, structured across two closings.

The actual allotment of 41,22,351 equity shares aggregating to RS.20 Crore pursuant to the First Closing was effected on 3rd April 2026, subsequent to the close of the Financial Year 2025-26. Accordingly, MoMagic became an associate company of IL JIN upon completion of the aforesaid allotment.

RS.20 Crore on 3rd April 2026, constitutes a material event occurring after the close of Financial Year 2025-26 and has been disclosed under the section "Material Changes and Commitments Affecting the Financial Position of the Company Occurring Between the end of the Financial Year and the date of this Report." The balance investment of

RS.5 Crore under the second tranche shall be completed by 30th September 2026 (or such other date as may be mutually agreed between the parties)].

Your Company did not have any associate companies during the Financial Year 2025–26.

During the Financial Year 2025-26, there were no companies that ceased to be subsidiaries, joint ventures, or associate companies, except for the following changes:

Stelltek transitioned from being a joint venture of IL JIN to a subsidiary with effect from 15th February 2026. Consequently, Stelltek became a step-down subsidiary of the Company.

Shivaliks ceased to be a joint venture of Sidwal with effect from 30th March 2026, pursuant to the disinvestment of SidwalRs.s entire 49% equity stake in Shivaliks to J P Fincap Private Limited. Accordingly, Shivaliks ceased to be a step-down joint venture of the Company.

Further, Ever, ceased as Subsidiary w.e.f. 27th June 2025, pursuant to amalgamation with and into IL JIN.

A statement containing salient features of financial statements of each subsidiary, joint venture, associate of the Company is provided in Form AOC - 1 as "Annexure

- A" and it form part of this Annual Report and the

consolidated financial statements of the Company for the Financial Year ended 31st March 2026.

The subsidiaries and joint ventures of the Company operate independently, each with a duly empowered Board of Directors and adequate management resources. As part of the CompanyRs.s commitment to strong governance practices, the minutes of the Board meetings of all subsidiary companies are placed before the Board of Directors of the Company for review at each quarterly meeting.

CORPORATE GOVERNANCE REQUIREMENTS WITH RESPECT TO THE SUBSIDIARIES AND MATERIAL SUBSIDIARIES

Further, during the Financial Year 2025-26, Ascent, a step-down subsidiary of the Company, was classified as a Material Subsidiary under Regulation 16(1)(c) of the SEBI LODR Regulations based on the audited financial statements of the Company and Ascent for Financial Year 2024–25.

However, subsequent to the closure of Financial Year 2025–26 and upon review of the latest audited financial statements, it has been observed that Ascent no longer meets the criteria specified under Regulation 16(1)(c) of the SEBI LODR Regulations. Accordingly, Ascent ceased to be a Material Subsidiary.

Further, Sidwal also does not qualify as a Material Subsidiary under the provisions of Regulation 16 and Regulation 24 of the SEBI LODR Regulations, based on the latest audited financial statements.

Notwithstanding the above, both Sidwal and Ascent were classified as material subsidiaries during Financial Year 2025–26 and, accordingly, the Company has complied with all applicable provisions and governance requirements prescribed for material subsidiaries under the SEBI LODR Regulations during such period.

• Scheme of Amalgamation of Ever with and into IL JIN

Accordingly, as on 31st March 2026, only IL JIN was determined as the unlisted material subsidiary of the Company in accordance with the SEBI LODR Regulations.

In terms of Regulation 24(1) of the SEBI LODR Regulations, one of the Independent Directors of your Company is appointed as a Director on the Board of such aforesaid unlisted material subsidiary.

The Independent Audit Report of the material subsidiary is available on the website of your Company.

The Secretarial Audit Report of such material subsidiaries does not contain any qualification, reservation or adverse remark or disclaimer.

The Company monitors the performance of subsidiary companies, inter alia, by the following means:

• Financial statements, in particular investments made by unlisted subsidiary companies, are reviewed quarterly by your CompanyRs.s Audit Committee;
• Minutes of Board meetings of the CompanyRs.s unlisted subsidiary entities are regularly placed before the Board of Directors of the Company;
• A statement containing all significant transactions and arrangements entered into by unlisted subsidiary companies is placed before the CompanyRs.s Board.

Furthermore, pursuant to Regulation 24(A) of SEBI LODR Regulations, as amended, read with the Guidance Note on Annual Secretarial Compliance Report issued by the Institute of Company Secretaries of India and various circulars issued by SEBI, the Secretarial Audit Report (MR-3) of material unlisted subsidiaries forms part of this Annual Report.

The other requirements of Regulation 24 of the SEBI LODR Regulations with regard to Corporate Governance requirements for subsidiary/step-down subsidiary companies have been duly complied with.

MERGER AND AMALGAMATION

During the Financial Year 2025-26 and the immediately preceding period, the Company and its material subsidiary, IL JIN undertook significant steps in relation to the Schemes of Amalgamation. The details of each Scheme are set out hereinbelow:

Progression of the Scheme

The Scheme of Amalgamation of Ever (Transferor Company) with and into IL JIN (Transferee Company) progressed through the following stages:

Current Status

Scheme became effective — Ever Amalgamated into IL JIN (w.e.f. 27th June 2025)

• Scheme of Amalgamation of AmberPR with and into Company

Background

The Board of Directors of the Company, at its meeting held on 22nd October 2024, accorded in-principle approval to the proposed Scheme of Amalgamation of AmberPR (Transferor Company) with and into Company (Transferee Company). In order to facilitate smoother implementation and ensure regulatory compliance, the Board decided to revise the Appointed Date of the Scheme, and accordingly, the Scheme was not filed with the Stock Exchanges at that stage.

Progression of the Scheme

There has been no change in the said Policy during the Financial Year under review.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

As on 31st March 2026, the total number of permanent employees on the records of your Company were 1,960 (on a standalone basis). Your directors place on records their appreciation for the significant contribution made by all the employees, who through their competence, dedication, hard work, co-operation and support have enabled the Company to cross new milestones on a continual basis.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The details of remuneration of Directors, the Chief Financial Officer and the Company Secretary, along with other prescribed particulars as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as "Annexure – B" and forms part of this Annual Report.

The statement containing particulars of employees as required under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection at the Registered Office of the Company during business hours on all working days up to the date of the 36th AGM.

In terms of the second proviso to Rule 5(2) of the said Rules read with Section 136(1) of the Act, the Annual Report and financial

statements are being dispatched to the members excluding the aforesaid statement. Any member interested in obtaining a copy of the said statement may write to the Company Secretary, and the same will be furnished promptly upon such request.

EMPLOYEE STOCK OPTION PLAN ("ESOPs") – EMPOWERING TALENT THROUGH OWNERSHIP

Pursuant to Section 62(1)(b) of the Act read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB & SE) Regulations"), the Company operates the "Amber Enterprises India Limited – Employee Stock Option Plan 2017" ("ESOP 2017"). The Plan is designed to attract, retain, motivate and empower eligible employees of the Company and its subsidiaries by aligning their interests with those of the Company and its shareholders.

Objectives of ESOP 2017

The primary objectives of the ESOP 2017 are to :

• Motivate and retain high performing talent;
• Enable employees to participate in the CompanyRs.s long term growth and success; and
• Strengthen employee engagement by aligning their interests with those of the Company and its shareholders.

Total Options Reserved: 10,10,800 (Ten Lakh Ten Thousand Eight Hundred) options, as approved by the shareholders at the Annual General Meeting held on 26th September 2017 and ratified by shareholders on 23rd December 2020 via Postal Ballot .

Grants under ESOP 2017

No fresh grants were made under ESOP 2017 during the Financial Year 2025–26. The historical grants under the Plan are as follows :

19th April 2021: The Board, on the recommendation of the Nomination and Remuneration Committee ("NRC"), approved the grant of 2,20,000 stock options to eligible employees of the Company at an exercise price of Rs.2,400 per option.

13th May 2022: The Board, on the recommendation of the NRC, approved an additional grant of 2,50,000 stock options to eligible employees of the Company and its subsidiaries. The exercise price was determined at a discount of Rs.500 to the closing price on the recognised stock exchange with the highest trading volume on 13th May 2022, resulting in an exercise price of Rs.2,879.45 per option.

Allotment of Shares under ESOP 2017 during the Financial Year 2025–26

During the Financial Year 2025–26, the Company allotted equity shares to employees who exercised their vested stock options under the ESOP 2017. The details of allotments are as follows:

The above allotments have resulted in a corresponding increase in the paid-up equity share capital of the Company, the details of which are set out in the section on "Change in Share Capital Structure" in this Report.

In accordance with Regulation 14 of the SEBI (SBEB & SE) Regulations, the prescribed disclosures pertaining to the ESOP 2017 for the Financial Year 2025–26 are provided in "Annexure – C", which forms part of this Annual Report. Relevant details of options granted, exercised and outstanding are also disclosed in the Notes to the Standalone Financial Statements forming part of this Annual Report.

Pursuant to Regulation 13 of the SEBI (SBEB & SE) Regulations, your Company has obtained a certificate from Ms. Malavika Bansal, Practising Company Secretary, M. No. F8231, COP No. 9159, Peer Review Certificate No. 5419/2024, confirming that the ESOP 2017 has been implemented in accordance with the SEBI (SBEB & SE) Regulations and the resolution(s) passed by the shareholders.

This certificate would be placed/ made available at the ensuing 36th AGM for inspection by the members, in accordance with the circulars issued by the Ministry of Corporate Affairs and SEBI.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI LODR Regulations, the Company has implemented a structured Familiarisation Programme for Independent Directors. The programme aims to familiarise them with their roles, rights, and responsibilities as Directors, the working of the Company, the nature of the industry in which it operates, and the CompanyRs.s business model, among other aspects.

DEPOSITS

During the Financial Year 2025-26, your Company has not accepted any deposits from the public in accordance with the provisions of Sections 73 and 76 of the Act, and the rules made thereunder. Furthermore, there were no outstanding amounts of principal or interest as on the close of the Financial Year 2025 – 26.

Additionally, there were no unclaimed or unpaid deposits lying with the Company during the Financial Year.

TRANSFER OF AMOUNTS, IF ANY TO ANY RESERVE

Information regarding the amounts allocated to reserves can be found in the Notes accompanying the financial statements included in this Annual Report.

INVESTOR EDUCATION AND PROTECTION FUND

During the Financial Year 2025-26, the Company was not obligated to transfer any funds to the Investor Education and Protection Fund (IEPF).

FINANCIAL LIQUIDITY

On standalone basis, cash and cash equivalent as at 31st March 2026 was Rs.7,663.27 Lakh (previous year Rs.16,969.76 Lakh). The Company has a robust working capital management system supported by a well-structured process that enables continuous monitoring and control over key parameters such as receivables, inventories, and other current assets and liabilities. Given the nature of its business, the Company ensures financial flexibility by maintaining access to committed credit facilities.

Liquidity is actively managed through rolling forecasts of cash flows and regular monitoring of cash and cash equivalents, taking into account expected inflows and outflows. The Company also considers prevailing market liquidity conditions in its operational planning.

As part of its liquidity management policy, the Company projects cash flows across major currencies, assesses the required level of liquid assets to meet obligations, monitors balance sheet liquidity ratios in line with internal benchmarks and regulatory requirements, and maintains appropriate debt financing arrangements.

RELATED PARTY TRANSACTIONS

During the Financial Year 2025–26, all contracts, arrangements, and transactions entered into by the Company with related parties, as defined under Section 2(76) read with Section 188 of Act, were conducted in the ordinary course of business and on an armRs.s length basis.

The Company did not enter into any contract, arrangement, or transaction with related parties that would be considered "material" in accordance with its Policy on Materiality of Related Party Transactions ("RPT Policy"). Accordingly, no Form AOC-2 is annexed to this Report, pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. As no transaction was considered "material" within the meaning of the RPT Policy and Regulation 23 of the SEBI LODR Regulations, no prior approval of the shareholders was required for any related party transaction during Financial Year 2025–26.

During the Financial Year 2025–26, based on the recommendation of the Audit Committee, the Board approved amendments to the Related Party Transactions (RPT) Policy at its meeting held on 9th February 2026, to incorporate the requisite amendments relating to Related Party Transactions under the applicable provisions of the SEBI LODR Regulations.

All related party transactions and subsequent modifications are placed before the Audit Committee for its review and approval

AUDITORS & AUDITORSRs. REPORT

prior to being entered into. For transactions that are anticipated and repetitive in nature, prior approval was duly obtained from the Audit Committee in accordance with Regulation 23(2) of the SEBI LODR Regulations.

Significant related party transactions undertaken by the subsidiaries, where the listed entity is not a party, are also placed before the Audit Committee of the Company. For this purpose, a transaction is treated as "significant" where its value individually or cumulatively during the Financial Year exceeds 10% of the subsidiaryRs.s annual standalone turnover as per its last audited financial statements, in terms of Regulation 23 of the SEBI LODR Regulations.

All related party transactions of the Company and its subsidiaries are disclosed to the Audit Committee and the Board on a quarterly basis in accordance with Regulation 23(3) of the SEBI LODR Regulations.

For further details, please refer to the Notes to the Financial Statements forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

In accordance with Section 186 of the Act, the particulars of loans, guarantees provided, and investments made during the Financial Year 2025 - 26 forms part of the Notes to the Financial Statements included in this Annual Report.

All loans, guarantees, securities, and investments were made in furtherance of the CompanyRs.s business objectives and are aligned with its strategic and operational requirements.

REPORTING OF FRAUD BY AUDITORS

There have been no instances of fraud reported by the Statutory Auditors, Internal Auditors, Secretarial Auditors and Cost Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Audit Committee, the Board of Directors or to the Central Government.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has established a comprehensive internal control system tailored to the size, nature, scale, and complexity of its operations. This system is designed to ensure the safeguarding of assets, accurate financial reporting, and compliance with applicable laws and regulations.

Key Features of the Internal Control System :

• Independent Internal Audit Function: The Company has an independent internal audit team that operates in line with best in class governance practices. This team reviews and reports to the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations, and key process risks.
• Audit Committee Oversight: The Audit Committee periodically reviews internal audit plans, significant audit findings, and the adequacy of internal controls. This ensures that issues, if any are promptly addressed and the internal control system remains effective.
• Control Self-Assurance: Systematic self certification of adherence to key internal controls by process owners and monitors helps in maintaining accountability and ensuring that controls are operating as intended.
• Information Security Measures: The Company adheres to a comprehensive information security policy and continuously upgrades its IT systems to strengthen automated controls, thereby mitigating risks associated with data breaches and cyber threats.
• ManagementRs.s Control Testing Initiative: The internal controls were tested as part of the ManagementRs.s control testing initiative, providing assurance regarding the reliability of financial and other records.

The statutory auditors, S.R. Batliboi & Co. LLP, have issued an unqualified opinion on the CompanyRs.s internal financial controls. They have stated that, in their opinion, the Company has, in all material respects, adequate internal financial controls with reference to the standalone financial statements, and such internal financial controls were operating effectively as of 31st March 2026.

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 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 CompanyRs.s Internal Financial Controls were adequate and operating effectively for the Financial Year 2025-26.

RISK MANAGEMENT POLICY / FRAMEWORK

Your Company has established a robust risk management framework designed to proactively identify, assess, and mitigate a diverse set of risks. This framework takes into account both external and internal threats, enabling the formulation of efficient and responsive strategies to safeguard operations and ensure business continuity.

The process of risk identification, analysis, mitigation, and monitoring is conducted periodically by the Management Team, and is overseen by the Risk Management Committee of the Board. This ensures that risk management remains an integral part of strategic decision making and operational execution.

The Risk Management Committee continues to play a pivotal role in guiding the Management Team in the implementation and enhancement of the CompanyRs.s risk management practices. The Committee operates under a comprehensive framework that aligns with regulatory requirements and industry best practices.

As of the date of this Report, the Risk Management Committee of the Board comprises the following members:

• Ms. Sabina Moti Bhavnani, Chairperson
• Mr. Sachin Gupta, Member
• Mr. Daljit Singh, Member

The details of the Risk Management Committee as of 31st March 2026 along with its charter, scope and terms & conditions are set out in the Corporate Governance Report, forming part of this report.

The Risk Management Committee plays a central role in identifying, evaluating, and assessing risks across the Company. It systematically analyses the exposure to various risks and accordingly prepares and oversees the execution of appropriate mitigation plans.

To ensure focused and effective risk oversight, the Risk Management Committee has established Risk ManagementUnits within the Company. These units maintain individual risk profiles, which are continuously monitored. The severity of each risk is tracked on a regular basis, enabling timely intervention and response.

The Risk Management Committee has also implemented comprehensive risk management systems that facilitate independent assessment of the effectiveness of mitigation actions. These systems are designed to ensure transparency, accountability, and responsiveness in managing risks.

The effectiveness of the risk management framework is reviewed by the Risk Management Committee on a need basis and at least annually, ensuring that the Company remains agile and resilient in the face of evolving risk landscapes.

In addition to developing a robust Business Continuity Plan, your Company has proactively identified and addressed several critical risk areas that could potentially impact operations, financial performance, and strategic objectives. The Management Team, under the guidance of the Risk Management Committee, has formulated targeted mitigation plans to manage these risks effectively.

The Company remains committed to continuously evolving its risk management practices to stay ahead of emerging threats and ensure long term sustainability. These efforts reflect a proactive and structured approach to safeguarding stakeholder interests and maintaining operational excellence.

Information Technology & Cybersecurity

In todayRs.s digital landscape, addressing IT related concerns such as cyber threats and data vulnerabilities is critical to maintaining operational integrity and stakeholder trust. Your Company has implemented a robust IT infrastructure fortified with advanced security protocols and firewalls to mitigate potential risks and ensure data protection.

To safeguard user privacy and maintain data security, the Company has adopted the following measures:

• Network Firewalls: Deployed across the organisation to prevent unauthorised access and monitor incoming and outgoing traffic.
• Antivirus Protection: Installed on all systems to defend against viruses, malware, adware, worms, and Trojans.
• Strong Password Policy: Enforced across all user accounts to prevent unauthorised access and enhance account security.
• Automated Backups: Scheduled regularly for critical users to ensure data recovery and business continuity.
• User Awareness & Education: Periodic dissemination of the CompanyRs.s Security Policy and email awareness

campaigns to educate users on best practices and potential threats.

• Restricted Use of External Drives: External storage devices are blocked to prevent data leakage and unauthorised data transfers.

These initiatives reflect the CompanyRs.s commitment to maintaining a secure digital environment and protecting sensitive information from evolving cyber threats.

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 Report, which forms part of this Annual Report and of the standalone financial statements.

The CompanyRs.s Board of Directors has overall responsibility for the establishment and oversight of the CompanyRs.s risk management framework. The Note forming part 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 believes in good corporate citizenship and a value system that mandates sustainability at every level of our value chain and in every aspect of business. As a responsible organisation, we believe the goals of CSR initiatives are to safeguard the environment, promote socio-economic progress, and preserve the natural world. Your Company engages in many important activities with an aim of preserving and enhancing the condition of environmental resources impacted by human activity. Our good community relations support us to build goodwill and trust among our stakeholders, thus enabling us to continue our growth journey and contribute to the well-being of the community. Your CompanyRs.s CSR initiatives exhibit the CompanyRs.s commitment in creating empowered citizens and enhancing the lives of those in need, leading to a more safe and sustainable future.

Your Company has an ongoing vibrant CSR programme, of which some of the notable ongoing investments is promoting education, preventing & 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.

UPDATE ON CSR PROGRAM - FINANCIAL YEAR 2025 - 26

During the Financial Year 2025-26, your Company incurred a total CSR expenditure of Rs.816.29 Lakh, made in accordance with the CSR Annual Action Plan as approved by the CSR Committee and the Board of Directors.

The mandatory CSR obligation of the Company for Financial Year 2025-26, being 2% of the average net profit of the three immediately preceding financial years in terms of Section 135(5) of the Act, stood at Rs.269.91 Lakh. The Company carried forward an opening balance of Rs.825.96 Lakh, representing cumulative excess CSR spending from prior years. Since this opening balance exceeded the current yearRs.s statutory obligation, the mandatory spending requirement for Financial Year 2025-26 stood at NIL after adjustment. Notwithstanding this, the Company continued to invest in meaningful CSR activities during the Financial Year, resulting in a cumulative carry forward credit balance of Rs.1,372.34 Lakh as on 31st March 2026.

The CSR initiatives during the Financial Year were concentrated across the broad themes of promotion of education and school infrastructure development, vocational skills and livelihood development, healthcare and preventive healthcare and sanitation, conservation of natural resources and environmental sustainability, promotion of traditional arts and handicrafts, and disaster management. These initiatives reflect the CompanyRs.s enduring commitment to inclusive social development and community well-being.

Your Company has a duly constituted CSR Committee responsible for fulfilling the CSR objectives of the Company. The composition of the CSR Committee is set out in the "Committees of the Board" section of the Corporate Governance Report forming part of this Annual Report.

The CSR Committee confirms that the implementation and monitoring of the CSR Policy was undertaken in compliance with the CSR objectives and policy of the Company.

The Annual Report on CSR activities undertaken during the Financial Year 2025-26, in accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in "Annexure – E" forming part of this Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company is committed to providing a safe, secure, and inclusive workplace environment and has in place a Policy on Prevention of Sexual Harassment ("POSH Policy") in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). The Company maintains a zero tolerance policy towards sexual harassment.

During the Financial Year 2025-26, your directors noted key regulatory developments, including the relaunch of the Sexual Harassment Electronic Box ("SHe-Box"), enhanced compliance requirements, organisations employing 10 (Ten) or more employees are required to designate a Nodal Officer for coordination and compliance through the SHe-Box portal. Accordingly, your Company has designated a Nodal Officer to act as a single point of contact for ensuring compliance with SHe-Box requirements, including registration, monitoring, and reporting.

In light of evolving regulatory expectations and to further strengthen governance practices, the Board of Directors of the Company approved the adoption of a revised and centralised POSH Policy on 9th February 2026, applicable across the Amber Group, aimed at ensuring uniform standards, streamlined processes, and enhanced oversight.

Further, the Internal Committee ("IC") was reconstituted in accordance with the provisions of the POSH Act. A Group-level framework has been implemented, with designated representatives at various locations to facilitate effective implementation and monitoring of POSH compliance.

Key Features of the POSH Policy:

• Zero Tolerance & Compliance: The Policy ensures a zero tolerance approach to sexual harassment and is aligned with the POSH Act, 2013.
• Comprehensive Coverage: Applicable to all employees across the Company, subsidiaries, and joint ventures, covering workplace, offsite locations, and virtual environments.
• Robust Governance Mechanism: Establishment of Internal Committees (ICs) with defined composition and a centralised framework across locations for effective redressal of complaints related to sexual harassment.
• Structured Complaint Redressal: Defined procedures and timelines for complaint handling, including conciliation, inquiry, interim relief, and disciplinary actions.
• SHe-Box Integration & Safeguards: Provision for SHe-Box reporting, appointment of Nodal Officers, along with strict confidentiality and non-retaliation measures.

Further, to foster a respectful work environment, your Company has developed a POSH Awareness Module. This module simplifies legal terminology, educates employees on their rights and obligations, and provides practical scenarios to enhance understanding. The Company also conducts online training sessions via the WorkSafe Plus platform on the Rainmaker Web Portal and organises periodic workshops to sensitise employees and staff.

The Company has complied with the provisions relating to the constitution of the Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the Financial Year 2025-26, the Company has also complied with all other applicable provisions of the POSH Act and the rules framed thereunder.

The details of complaints received and disposed of during the Financial Year 2025-26 are as follows:

• Number of complaints of sexual harassment received during the Financial Year : Nil
• Number of complaints disposed of during the Financial Year : Not Applicable
• Number of cases pending for more than ninety days: Nil

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company is unwavering in its commitment to the highest standards of ethical, moral, and legal business conduct. In alignment with this commitment, the Board of Directors has established a comprehensive Vigil Mechanism / Whistle Blower Policy. This policy provides a robust framework for Directors and Employees to report genuine concerns, grievances, and instances of unethical behavior, actual or suspected fraud, or violations of the CompanyRs.s Code of Conduct or Ethics Policy.

Key Features of the Policy:

• Safeguards Against Victimisation: The policy ensures adequate protection against any form of retaliation for individuals who utilise this mechanism in good faith.
• Direct Access to Audit Committee: It facilitates direct communication with the Chairman of the Audit Committee, ensuring that concerns are addressed promptly and effectively.
• Encouraging Ethical Reporting: The primary objective is to provide a platform for Directors and Employees to raise concerns regarding any irregularity, misconduct, or unethical dealings within the Company that could adversely affect the organisation.

Access to the Policy:

The Vigil Mechanism / Whistle Blower Policy, as approved by the Board, is publicly available on the CompanyRs.s official

Additional Ethical Policies:

To further reinforce ethical conduct across all levels, the Company has implemented the following policies, which are also accessible on the website:

This policy provides an additional channel to the normal management hierarchy for employees to raise concerns about any breach of the CompanyRs.s Values or instances of violations of the CompanyRs.s Code of Conduct. Therefore, it is in line with the CompanyRs.s commitment to open communication and to highlight any such matters which may not be getting addressed in a proper manner.

Reporting and Oversight:

During the Financial Year 2025 – 26, no personnel of the Company have been denied access to the Audit Committee for reporting concerns, if any.

Further, no complaints were received under the Whistle Blower Policy during the said Financial Year.

This reflects the CompanyRs.s proactive approach in fostering an environment where ethical concerns are addressed promptly, and employees feel secure in reporting issues without fear of retaliation.

Your Company remains steadfast in promoting a culture of transparency, integrity, and accountability, ensuring that all stakeholders uphold the highest ethical standards in their professional conduct.

INSIDER TRADING CODE

In adherence to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations"), your Company has updated its Code of Conduct for regulating, monitoring, and reporting trading activities by Designated Persons. These revisions align with the recent amendments introduced by SEBI to enhance transparency and prevent insider trading.

Key Components of the Updated Code:

• Guidelines for Designated Persons: The Code provides clear procedures for Designated Persons regarding the handling of Unpublished Price Sensitive Information ("UPSI"), pre-clearance of trades, and the reporting of transactions.
• Prohibition of Insider Trading: It strictly prohibits Designated Persons from trading in the CompanyRs.s securities based on UPSI, in line with the SEBI PIT Regulations.
• Fair Disclosure Practices: The Company has established a Code of Fair Disclosure to ensure timely and transparent dissemination of UPSI, safeguarding the interests of all stakeholders.
• Legitimate Purpose Determination: A policy for determining legitimate purposes for sharing UPSI has been implemented, ensuring that such information is disclosed only when necessary and appropriate.
• Internal Controls and Procedures: Robust internal controls and standardised processes have been instituted to ensure compliance with the SEBI PIT Regulations and to prevent insider trading activities.
• Structured Digital Database: The Company maintains a "Structured Digital Database" containing relevant details of Designated Persons and Connected Persons. This database monitors the flow of information and internal and external communications concerning UPSI, ensuring compliance and preventing misuse.

These measures reflect CompanyRs.s commitment to upholding the highest standards of corporate governance and ethical conduct, fostering a transparent and compliant trading environment.

During the Financial Year 2025 -26, the Board approved amendment to the Code of Conduct for Insider Trading and Fair Disclosure of Unpublished Price Sensitive Information at its meeting held on 17th May 2025. These changes were made to incorporate the amendments to the SEBI PIT Regulations.

DISCLOSURE WITH RESPECT TO UNCLAIMED DIVIDEND SUSPENSE ACCOUNT

In compliance with Schedule V(F) of the SEBI LODR Regulations, we confirm that as of 31st March 2026, there are no securities lying in the Demat Unclaimed Dividend Suspense Account or Unclaimed Dividend Suspense Account of the Company.

Accordingly, the disclosures required under the aforementioned schedule are not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Regulation 34(2)(e) of the SEBI LODR Regulations the Management Discussion and Analysis Report for the Financial Year 2025 – 26 is presented in a separate section, which forms part of this Annual Report. This section provides a comprehensive overview of the industry structure, economic developments, and the CompanyRs.s financial and operational performance. It also addresses the state of affairs of the CompanyRs.s business and highlights other material developments during the Financial Year 2025-26.

KEY FINANCIAL RATIOS

The details of significant changes (i.e. change of 25% or more as compared to the immediately previous Financial Year) in key financial ratios, along with detailed explanation for the Financial Year ended 31st March 2026, form an integral part of the Management Discussion and Analysis Report. These ratios provide valuable insights into the CompanyRs.s financial health and performance.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The CompanyRs.s business responsibility framework is anchored in the nine Principles of the National Guidelines on Responsible Business Conduct ("NGRBC"), issued by the Ministry of Corporate Affairs, Government of India, along with their core elements. These Principles are embedded within the CompanyRs.s governance structure, social objectives, policies, Code of Conduct and management systems, and are integrated across its business processes.

In terms of Regulation 34(2)(f) of the SEBI LODR Regulations, and in alignment with the CompanyRs.s commitment to transparency and responsible business practices, the Company has prepared its Business Responsibility and Sustainability Report ("BRSR") for the Financial Year 2025–26. The BRSR is annexed as "Annexure – F" and form part of this Annual Report.

The BRSR Core disclosures have been subjected to Limited Assurance by S R Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005). The Limited Assurance Report is also annexed to the BRSR and forms part of this Annual Report as "Annexure – G".

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

As a responsible corporate citizen, the Company is acutely aware of its environmental and societal responsibilities. The Company firmly embraces the conviction that the integration and adherence to Environmental, Social, and Governance ("ESG") principles within business operations are paramount in fostering resilience, nurturing an inclusive culture, and generating enduring value for all stakeholdersRs. sustainability lies at the core of business philosophy.

The CompanyRs.s sustainability strategy comprehensively addresses key ESG factors that exert significant influence over our business operations and stakeholders. The Company meticulously assesses opportunities and risks, formulating short-term, medium-term and long-term strategies to ensure the sustainable growth of our organisation.

As a responsible corporate your Company is releasing its Annual Report encompassing ESG 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 ecosystem.

CORPORATE GOVERNANCE

Your Company places a strong emphasis on upholding the highest standards of corporate governance, viewing it as fundamental to effective strategy execution and long term value creation. The Company has established a robust governance framework that is transparent and aligned with evolving regulatory expectations.

Code of Conduct

In line with SEBI LODR Regulations, the Company has adopted a comprehensive Code of Conduct for its Board of Directors and Senior Management Personnel. This Code outlines the ethical standards and responsibilities expected from these individuals,

Corporate Governance Practices

The CompanyRs.s corporate governance practices are built on the principles of integrity, transparency, and accountability. The Board of Directors has undergone substantial renewal to enhance its composition, bringing in diverse expertise in financial services, regulatory affairs, financial reporting, business operations, and corporate governance. This evolution aims to strengthen oversight and ensure effective governance processes.

Vigil Mechanism / Whistle Blower Policy

To promote ethical conduct and address concerns regarding misconduct or unethical behavior, the Company has implemented a Vigil Mechanism / Whistle Blower Policy. This policy provides a platform for Directors and employees to report genuine concerns without fear of retaliation. It also ensures direct access to the Chairman of the Audit Committee for reporting serious issues.

Compliance and Certifications

Your Company ensures compliance with regulatory requirements by obtaining certifications from external auditors These certifications confirm the correctness of financial statements, adequacy of internal control measures, and reporting of matters to the Audit Committee, in accordance with SEBI LODR Regulations. The certificates are annexed in the Annual Report for transparency and shareholder assurance.

In terms of SEBI LODR Regulations, a separate section on "Corporate Governance" with a compliance report on corporate governance and a certificate from Ms. Malavika Bansal, Practicing Company Secretary, Secretarial Auditor of the Company regarding compliance of the conditions of Corporate Governance, has been provided in this Annual Report and is annexed as "Annexure - H".

A certificate of the Executive Chairman and Chief Executive Officer and Chief Financial Officer of the Company in terms of SEBI LODR 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 forming part of Corporate Governance Report.

LISTING ON STOCK EXCHANGES

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

Your CompanyRs.s ranking in terms of market Capitalisation as on 31st December 2025 on both NSE and BSE is 295.

HUMAN RESOURCES DEVELOPMENT

As on 31st March 2026, the Company had a total workforce of 1,960 (Standalone) full-time employees. The Company firmly believes that its people are its most valuable asset and continues to invest significantly in talent development, capability enhancement, and creating a future-ready workplace.

A strong people centric approach remains at the core of the CompanyRs.s strategy, enabling sustained growth, operational excellence, and a culture of continuous innovation. The CompanyRs.s Human Resource practices are anchored on four strategic pillars:

• Fostering continuous learning and skill enhancement across all levels
• Building a culture of accountability, ownership, and excellence
• Developing future leaders through structured and measurable interventions
• Enhancing employee engagement, satisfaction, and holistic well-being
• Employee Engagement & Culture Initiatives

The Company continues to strengthen its workplace culture through a well structured employee engagement framework, supported by an annual engagement calendar that is monitored and executed on a monthly basis across all plant locations. These initiatives are designed to promote inclusivity, collaboration, and a strong sense of belonging across all levels of the organisation.

Festivals & Cultural Engagement

The Company organised a series of cultural and festive celebrations during the Financial Year, fostering unity and team spirit:

• Republic Day — celebrated at the Group level under the theme "Together We Excel," with teams from each plant showcasing their strengths through creative presentations and collaborative participation.
• Independence Day — observed under the theme "We Are Responsible," reinforcing values of national pride, integrity, and collective ownership.
• Diwali, Holi, Lohri and Pongal — celebrated with festive activities, traditional sweets and cultural exchanges, strengthening bonds across the workforce.
• Potluck — a team building activity encouraging employees to share food, stories, and celebrate cultural diversity.
• FatherRs.s Day and MotherRs.s Day — celebrated across all plant locations with personalised gestures, gifts, and appreciation moments honoring working parents within the workforce.
• Christmas / Gratitude Month — marked with a Secret Santa activity, where employees exchanged gifts and notes, fostering warmth and a culture of appreciation.
• ChildrenRs.s Day (CSR Initiative) — employees visited underprivileged children, sharing gifts and creating joyful moments as part of the CompanyRs.s community engagement.

Voice of Employee — Open Communication Forums

• New JoinerRs.s Connect — a structured 30 Days and 90 Days touchpoint programme ensuring seamless onboarding, integration and early engagement of new employees.
• Diversity Connect — a dedicated forum for female employees across departments to share experiences, raise concerns, and contribute suggestions on workplace improvement.
• Skip Level meetings — structured interactions enabling leadership to connect directly with employees below the immediate reporting line.

Team Building & Offsites

The Supa unit hosted a leadership and team building offsite on 20th September 2025 with the purpose of reconnecting, reflecting, and aligning on future goals. The Leaders Connect at the GroupRs.s Sidwal unit brought leaders and teams together under the spirit of "LetRs.s Win Together," featuring team building exercises that fostered collaboration and collective energy.

• Learning & Development

The Company continued to invest in structured Learning & Development ("L&D") programmes during the Financial Year 2025-26, aimed at strengthening leadership capabilities, domain expertise and digital skills across the workforce.

Key Programs Conducted during the Financial Year 2025-26

Amber Guru — Internal Trainer Recognition

The Company recognises and celebrates its internal trainers through the Amber Guru initiative a program designed to encourage peer-to-peer knowledge sharing and mentoring. Internal trainers who excel in a particular skill or domain are invited to train and support colleagues, and are formally recognised for the time, effort, and energy invested in capability development. This initiative reinforces a culture of continuous learning and collaborative growth from within.

Continuous Learning Reinforcement

In addition to formal programmes, the Company conducts regular knowledge reinforcement sessions, workshops on Company Vision & Values, and interactive trainings on topics such as professional communication and email etiquette. A dedicated session on "Amber Values & Mission" was conducted across units, reinforcing the CompanyRs.s core purpose "To be the First Choice of Customer."

• Health, Wellness & Safety

The Company remains committed to providing a safe, healthy, and supportive work environment for all its employees. A range of wellness and safety programmes were conducted during the Financial Year :

Wellness Initiatives

• Yoga Day - Physical yoga sessions conducted across all plant locations to promote employee fitness, balance, and mindfulness.
• Dhyan / Meditation Session - A transformative session introduced by Chairman Emeritus Shri Kartar Singh Ji, equipping employees with techniques to manage stress, remain focused, and maintain inner balance, accompanied by the distribution of Dhyan book ("Mystery of Life") authored by Shri Kartar Singh Ji.
• 30 Days Weight Loss Challenge - A structured wellness challenge encouraging mindful eating, daily physical activity and consistent progress tracking. The challenge was completed successfully with named winners across weight loss categories, celebrating employee commitment to health.
• Health Check-up Camp - Organised across units offering basic screenings, vital checks and doctor consultations, promoting preventive healthcare awareness.
• Blood Donation Drives - Conducted across all plant locations in September (aligned with the dengue-prone season), reinforcing social responsibility and compassion.

Safety & Compliance

• Fire & Safety Mock Drill - Conducted at the Jhajjar unit with active employee participation, covering fire prevention, emergency response and workplace safety protocols.
• POSH Awareness Sessions - Led by Dr. Aditi Kaushal Bhardwaj at the Corporate Office and externally at the Sriperumbudur unit; strong participation and positive feedback. Separate specialised POSH training was conducted for Internal Complaint Committee ("ICC") members to reinforce workplace ethics, rights, and complaint mechanisms.

Environment Initiatives

• Plantation Drive (Environment Day) - Employees across locations came together to plant saplings, reinforcing the CompanyRs.s commitment to environmental sustainability.
• DaughterRs.s Birth Tree Initiative (Jhajjar-II) - A unique initiative by the Jhajjar-II unit where a tree is planted on the occasion of a daughterRs.s birth to an employee, symbolizing growth, love and environmental responsibility.
• Diversity & Inclusion

The Company is strongly committed to fostering an inclusive and diverse workforce, with particular focus on gender diversity and equal opportunity across all levels.

Pink Line Initiative — Women-Led Manufacturing (Pune)

One of the most significant Diversity & Inclusion milestones of the year was the launch of the "Pink Line" at the CompanyRs.s Pune manufacturing facility on the occasion of International WomenRs.s Day 2026. The Pink Line is an exclusive production line managed entirely by women employees from supervisors to operators marking a bold step toward gender inclusivity in manufacturing. This initiative breaks workplace stereotypes, creates structured opportunities for women in shop floor roles, and signals the CompanyRs.s commitment to building a more diverse and dynamic workforce.

Other D&I Initiatives

• WomenRs.s Day Celebration - Celebrated across all locations with meaningful interactions and appreciation of women employeesRs. leadership and contributions.
• MotherRs.s Day - Celebrated with personalised gestures and events honoring working mothers across all plants.
• Diversity Connect - A dedicated communication forum for female employees to share experiences, raise hygiene and safety concerns, and contribute suggestions in a safe and supportive environment.
• Flexible and supportive workforce policies - To promote womenRs.s participation and career continuity.
• Rewards & Recognition

The Company actively recognises and celebrates employee contributions through a value driven recognition ecosystem. At Amber, no contribution is considered too small every effort is acknowledged, appreciated, and celebrated.

• Amber Work Warriors Awards - A flagship recognition programme honoring the top 10 employees who demonstrate exemplary teamwork, dedication, and positive energy. The programme is nominated and validated by peers, reinforcing a culture of peer recognition.
• Best Buddy Month - A dedicated month celebrating colleagues who consistently support, collaborate, and uplift one another, embodying AmberRs.s values of trust and teamwork.
• AC Division - Highest FG Production & Sale in Financial Year - All units of the AC Division were celebrated for achieving the milestone of the highest Finished Goods unit production and highest sale in the Financial Year, with management interaction for appreciation and future target setting.
• Secret Santa / Gratitude Month - A joyful expression of gratitude and appreciation exchanged across teams during the festive season.
• Performance Culture & Employee Motivation

The Company has built a performance driven culture where continuous tracking, accountability, and recognition are key pillars. Key elements of the performance management framework include:

• Monthly performance monitoring with leadership driven goal alignment.
• Continuous feedback mechanisms at all levels.
• Leadership workshops including the Strategic Thinking programme (covering SWOT, PESTLE, OKR frameworks) and the AI training for leaders, ensuring strategic and future ready decision making.
• Amber Buddy Programme - Structured peer support for new employees during onboarding, complemented by the 30 Days and 90 Days New Joiner Connect programme for sustained integration.

Quiz Competition - "How Much Do You Know About Amber?"

An organisation wide quiz competition was conducted to deepen employeesRs. knowledge of AmberRs.s history, values, and milestones fostering pride, belonging, and an engaged, informed workforce.

• Community & CSR Engagement

As part of its broader people and community philosophy, the Company extends its care beyond the workplace:

• CSR Donation Drive on the Occasion of Diwali - All plant locations organised CSR donation drives in October, contributing essentials and gifts to old age homes and orphanages, spreading the festival spirit to those in need.
• ChildrenRs.s Day Celebrations - Employees visited underprivileged children with gifts, cakes and joyful activities, reflecting the CompanyRs.s commitment to community well-being.

The CompanyRs.s Human Resource strategy continues to focus on building a high-performing, inclusive, and engaged workforce. Through sustained investment in people, strong cultural values, and progressive HR practices anchored in the CompanyRs.s vision of being the First Choice of Customer, the Company is well-positioned for long term growth and organisational excellence.

INDUSTRIAL RELATIONS

The Company maintained harmonious and cordial industrial relations throughout the Financial Year. This has been achieved through:

• Transparent communication practices
• Strong employee-management relationships
• A culture of mutual respect and collaboration

INVESTOR RELATIONS ENGAGEMENT

Your Company continues to uphold its commitment to excellence in Investor Relations (IR) by engaging proactively with both domestic and international investors through a structured and transparent approach. Engagement activities include:

• Periodic one-on-one and group meetings with investors and analysts;
• Participation in domestic and global investor conferences;
• Quarterly earnings calls;
• The Annual Analyst Meet, featuring interactions with the Executive Chairman & Chief Executive Officer, Whole Time Director, Managing Director, Executive Directors, Chief Financial Officer and Investor Relation Head.

In addition to earnings calls and event specific communications, your Company engaged with a wide range of Indian and international investors and analysts throughout the Financial Year. These interactions foster deeper understanding and trust, while also reflecting the CompanyRs.s commitment to adopting emerging best practices in Investor Relations.

Your Company firmly believes in building long term relationships based on mutual respect and transparency, consistently leading from the front in IR practices.

To ensure equitable access to key corporate information, all material disclosures, financial updates, and investor communications are promptly uploaded and made available on the CompanyRs.s website at www.ambergroupindia.com .

ANNUAL RETURN

COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial Year 2025-26, 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 annexed as "Annexure - I" and it form part of this Annual Report.

STATUTORY DISCLOSURE

Your Directors state that during the Financial Year 2025-26, since there were no transactions/events with respect

to the items as mentioned herein below, hence no disclosure or reporting is required in respect of the same :

• Issue of equity shares with differential rights as to dividend, voting or otherwise.
• Issue of shares (including sweat equity shares) to employees of your Company under any scheme, save and except ESOS/ESOP referred to in this report.
• Buy back of shares or under Section 67(3) of the Act.
• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and CompanyRs.s operations in future.
• No application was filed for corporate insolvency resolution process under "The Insolvency and Bankruptcy Code, 2016", by a financial or operational creditor or by your Company itself during the Financial Year 2025-26.
• No instance of a one time settlement with any Bank or Financial Institution.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134(3)(c) and 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 :

• in the preparation of the annual accounts for the Financial Year ended 31st March 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;
• 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;
• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;
• the Directors have prepared the annual accounts for the Financial Year ended 31st March 2026, on a going concern basis;
• the Directors laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
• 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.

GREEN INITIATIVE AND ELECTRONIC COMMUNICATION TO SHAREHOLDERS

In support of environmental sustainability, your Company has implemented the "Green Initiative", facilitating the electronic delivery of notices, documents, and annual reports to shareholders.

Electronic copies of the Annual Report for the Financial Year 2025 – 26 and the Notice of the 36th AGM are being sent to all members whose e-mail addresses are registered with the Company or their respective Depository Participant(s) as on the record date, Friday, 21st August 2026.

Members who have not yet registered their e-mail addresses are requested to update their e-mail IDs with Company/their respective Depository Participant(s)/RTA of the Company at the earliest, to support this eco- friendly initiative.

E-VOTING FACILITY

Pursuant to the provisions of Section 108 of the Act, and the rules framed thereunder, the Company is providing e-Voting facility to all its members to enable them to cast their votes electronically on the resolutions set forth in the Notice of the 36th AGM.

The e-Voting period will commence at 9:00 A.M. (IST) on Sunday, 13th September 2026, and will conclude at 5:00 P.M. (IST) on Tuesday, 15th September 2026. Detailed instructions for e-Voting are provided in the Notice of the 36th AGM.

AVAILABILITY OF SUBSIDIARY FINANCIAL STATEMENTS

In alignment with the principles of the Green Initiative, and with a view to reducing paper consumption, the Company has decided to discontinue the practice of printing the financial statements of its subsidiary(ies) as part of the Annual Report.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY EMPLOYEES

No disclosure is required under Section 67(3) of the Act, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section is not applicable.

CAUTIONARY STATEMENT

The BoardRs.s Report and Management Discussion & Analysis Report may include certain statements that are forward-looking in nature, reflecting the CompanyRs.s current expectations, objectives, projections, or forecasts, as defined under applicable

securities laws and regulations. These statements are based on certain assumptions and are subject to known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied.

The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Key factors that may impact the CompanyRs.s operations include, but are not limited to, economic developments, demand-supply dynamics and pricing in domestic and international markets, changes in government regulations and tax laws, ongoing or potential litigation, industrial relations issues, and geopolitical developments and related uncertainties.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company affirms its full compliance with the provisions of the Maternity Benefit Act, 1961. We are committed to supporting the health, well-being, and rights of our women employees during maternity by providing all statutory benefits and protections as mandated under the Act.

The Company has systems in place to monitor compliance and ensure that all eligible women employees receive their entitlements in a timely and respectful manner.

AWARDS AND RECOGNITION

During the Financial Year 2025–26, multiple sites within the AC Division were recognised and awarded for their exemplary achievements across key pillars of industrial innovation and operational excellence.

These accolades underscore the DivisionRs.s commitment to driving continuous improvement through the following strategic focus areas:

Innovation in Energy Efficiency: Awarded sites implemented advanced energy saving technologies and best practices, significantly reducing energy consumption and supporting broader sustainability goals.

Low Cost Automation ("LCA"): Cost effective and creative automation solutions were deployed to enhance productivity, minimise manual intervention, and improve process reliability without significant capital investment.

Digitalisation, Robotics and Automation ("DRA"): Recognised sites adopted digital tools, robotics, and intelligent automation systems to streamline operations, boost product quality, and enable data-driven decision making.

Integrated Manufacturing Excellence: Through a holistic approach, these sites demonstrated outstanding performance in quality, operational efficiency, and continuous improvement.

Details of the awards and accolades received during the Financial Year 2025–26 are as follows:

These recognitions reinforce the AC DivisionRs.s commitment to innovation led growth and its ability to navigate and excel in a dynamic industrial environment.

ACKNOWLEDGEMENT

Your Company continues to foster a strong organisational culture built on the principles of professionalism, integrity, and commitment to continuous improvement across all its functions.

Your Board of Directors places on record its sincere appreciation for the continued trust and confidence reposed by the shareholders and investors over the years. Your unwavering support remains a cornerstone of the CompanyRs.s sustained growth and success.

Your Directors also express their gratitude to various government and regulatory authorities, banks and financial institutions, business partners, stock exchanges, and all other stakeholders, including customers, suppliers, and associates, for their valuable guidance, cooperation, and continued support.

The Board acknowledges and deeply appreciates the dedication, commitment, and hard work of the CompanyRs.s employees at all levels, whose efforts have been instrumental in driving the CompanyRs.s consistent progress and achievements.

The Board remains committed to further strengthening the Company and continuing its journey towards becoming a truly world-class organisation across all dimensions.