Ambey Laboratories Ltd Directors Report

1.1 FINANCIAL AND OPERATIONAL

HIGHLIGHTS

Total income earned during the FY 2023-24 was 12,205.67/- Lakhs.

Net profit during the FY 2023-24 was 772.17/- Lakhs

Total expenditure of FY 2023-24 amounted to 11632.87/- Lakhs

1.2 FUTURE OUTLOOK

Your company has reported an annual turnover to 12,205.67/- Lakhs in the reporting year vis-a-vis 10,758.71/-Lakhs in the previous year, due to the increase in domestic sales.

Your Company continued to focus on managing cash efficiently despite paying off debt and ensured it had adequate liquidity. Your Company is performing well and the Board of Directors of the Company is continuously looking for future avenues of growth in exports and intermediaries.

2.0 SHARE CAPITAL

(a) Authorized Share Capital The authorized share capital of the company as on March 31, 2024 was 25,00,00,000/- divided into 2,50,00,000 Lakh equity shares of Rs. 10/- each.

(b) Paid Up Capital

The paid up equity share capital as on March 31, 2024 was Rs. 18,68,88,190/- divided into 1,86,88,819 equity shares of Rs. 10/- each.

3.0 RESERVES

During the reporting period, Rs. 1,282.43/- Lakhs has been recorded as the Reserve and Surplus of the company.

4.0 DIVIDEND

The Company did not declare dividend during the F.Y. 2023-2024.

5.0 NATURE OF BUSINESS

The Company is a SME listed Public Company engaged in the business of manufacturing agro chemicals, compounds and related pharmaceutical products and their repacking as well. There was no change in nature of the business of the Company during the year under review.

6.0MATERIAL CHANGES AND

COMMITMENTS, IF ANY (FROM THE END OF FINANCIAL YEAR TO THE DATE OF DIRECTORS REPORT):

During the reporting period following were the material changes occurred which would affect the financial position of the company.

(a) During the year company via Board resolution passed on 22^nd September 2023 and consequently In the Extra ordinary General Meeting held on 27^th September , 2023 on recommendation of Board sub-divided the equity shares of the company from the existing nominal value of Rs. 100/- each to nominal value of Rs. 10/- each.

(b) Company via Board resolution passed on 6^th November 2023, and Extraordinary General Meeting held on 29^th November 2023 increased the Authorized Share Capital of the Company from existing Authorized Share Capital of Rs. 20,00,00,000/- (Twenty Crores Only) divided into

20,000,000 (Two Crore) Equity Shares of Rs. 10/- (Hundred Only) each to Rs. 25,00,00,000 (Twenty Five Crores Only) divided into 2,50,00,000 (Two Crore and fifty Lakh) Equity Share of Rs. 10/- each (Ten Only)

(c) During the year Company via Board Resolution passed on 16^th December 2023 and Extraordinary General Meeting held at shorter notice on 18^th November 2023 approval of the members of the company accorded for issuance and allotment of 500 (Five Hundred Only) Series A unlisted, secured, redeemable non-convertible debentures of face value of INR. 1,00,000/- each (Rs. One Lakh Only)

(d) During the year Company via Board Resolution passed on 5^th February 2024 and Extraordinary General Meeting held on 4^th March 2024 approval of the members of the company accorded for issuance and allotment of 500 (Five Hundred Only) Series A unlisted, secured, redeemable non-convertible debentures of face value of INR. 1,00,000/- each (Rs. One Lakh Only)

(e) The Board of Directors of the Company passed a resolution on December 26, 2023 accorded to create, offer, issue and allot equity shares of an aggregate number up t-o and not exceeding 5,000/- Lakhs (Five Thousand Lakhs Only) equity Shares at a price as may be decided by Board of Directors in consultation with Book Running Lead Manager via Initial Public Offer. The "Shareholders has accorded their consent for the said issue via Special Resolution passed on January 24, 2024 at their Extra Ordinary meeting.

(f) The Company filed its Draft Red herring Prospectus to the National Stock Exchange on February 2^nd 2024 in process of getting listed on emerge platform of National Stock Exchange.

After Closure of the Year following material changes were occurred.

(a) The Board of Directors of the Company passed a resolution on July 9^th 2024 to create, offer, issue and allot equity shares of an aggregate number of 65,70,000 at the face value of Rs. 10 each at an Issue Price of Rs.68/- per Equity Share (including Securities Premium of Rs. 58/- Per Equity Share) allotted to the respective successful applicants in the various categories as approved in consultation with Authorised Representative of the Designated Stock Exchange.

7.0 DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE

COMPANIES

The Company does not have any Subsidiary/Joint Ventures/Associate Companies.

8.0 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

UNDER SECTION 186

During the reporting period, the company has neither given any loans and advances nor made any investments as per Section 186 of the companies Act, 2013.

9.0 PARTICULARS OF CONTRACTS OR

ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of Act are made on arm length basis, hence no AOC-2 is required for the same.

10.0 NUMBER OF BOARD MEETINGS

HELD

11.0 DIRECTORS AND KEY

MANAGERIAL PERSONNEL

As of March 31, 2023, your Company had 5 Directors.

There has been change in the constitution of Board of Directors during the year under review i.e. the structure of the Board has been updated as per requirements of Section 149 of companies Act, 2023.

As per the provisions of the Companies Act, 2013, Mrs. Rishita Gupta will retire at the Annual General Meeting eligible for retirement under rotation.

11.1 KEY MANAGERIAL PERSONNEL

During the F.Y. 2023-24 for the provisions of Section 203 of the Companies Act, 2013. Following were the KMPs of the company.

S. No. Name Designation

12.0 INTERNAL FINANCIAL

CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls commensurate with nature and size of the business activity and with reference to the financial statements. The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Companys business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

13.0 DEPOSITS

The Company has not accepted any fixed deposit during the year under review Apart from exempted category of deposits and has filed the required return for the same.

14.0 AUDIT COMMITTEE

The Company has formed audit committee in its Board Meeting held on October 28, 2022 in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result.

Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met (Twice) viz on; September 09, 2023 and December 22^nd 2023 all the eligible members attended the meeting duly and in time.

15.0 STATUTORY AUDITORS

The Companys Auditors, M/S Kapish Jain & Associates (FRN 022743N) Chartered Accountant (Statutory Auditors) having their office at New Delhi were appointed as statutory auditor for a term of 5 Years in the 38^th Annual General Meeting of members of the company held on 30^th September 2023

They have confirmed that they are not disqualified from continuing as Auditors of the company.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report to the Members for the financial year under review does not contain any qualifications, reservations, adverse remarks or disclaimer.

16.0 CORPORATE SOCIAL

RESPONSIBILITY (CSR)

Based on the profitability criteria for the year, Corporate Social responsibility requirements under section 135 of the Companies Act, 2013 are applicable to the Company for the year under review.

The company is seeking and planning to incorporate the CSR initiatives to address the requirements of Section 135 for financial year 2023-24.

17.0 NOMINATION AND

REMUNERATION COMMITTEE AND VIGIL MECHANISM

The provisions of Section 178 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 are applicable to the Company. Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company.

The meeting of Nomination and Remuneration Committee was held on 27^th October 2023

18.0 EXTRACT OF THE ANNUAL

RETURN

As required under Section 134(3)(a) of the Companies Act, 2013, the Annual Return under Section 92 in the prescribed form shall be available on our website ambeylab.com.

19.0 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under:

Conservation of Energy:

The companys operations are not power extensive. The company is taking every step to conserve and minimize the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipments etc.

Technology absorption:

The company has not imported any technology during the financial year 2023-24.

Foreign Exchange Earnings and Outgo:

The foreign exchange direct export income was Rs. 802.45Lakhs and Expenses of Rs. 2.73 Lakhs.

20.0 COMPLIANCE OF SECRETARIAL

STANDARD

During the year 2023-24, the Company has complied with applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

21.0 DECLARATION BY AN

INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two Non-Promoter Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

22.0 DETAILS OF DIFFERENCE

BETWEEN THE AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF

As Company has not done any one time settlement during the year under review hence no disclosure is required.

23.0 DISCLOSURE UNDER THE

SEXUAL HARASSMENT OF WOMEN

AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an appropriate policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, to prevent sexual harassment of its employees. The Policy has been communicated internally to all employees. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complaints during the financial year.

24.0 MANAGERIAL REMUNERATION

24.1 Details of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. - N.A.

24.2 Details of every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014-None of the employee covers under this clause.

24.3 Any director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Boards Report - N.A.

24.4 The following disclosures shall be mentioned in the Board of Directors report under the heading “Corporate Governance”, if any, attached to the financial statement- N.A.

all elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors;

details of fixed component and performance linked incentives along with the performance criteria;

service contracts, notice period, severance fees;

stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which is exercisable.

25.0 PARTICULARS OF EMPLOYEES

AND RELATED DISCLOSURES

There were no employees of the company who have drawn remuneration in excess of the limits set out under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

26.0 SECRETARIAL AUDIT REPORT

This clause is applicable to Listed Company and every public company having a paid-up share capital of fifty crore rupees or more or every public company having a turnover of two hundred fifty crore rupees or more. This clause is not applicable to your company for F.Y 2023-24

27.0 RISK MANAGEMENT POLICY

27.1 The Company has in place a Risk Management Policy for identification, assessment, measurement and reporting of business risks faced by the company. The same has also been adopted by your Board and is subject its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

28.0 DIRECTORS RESPONSIBILITY

STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, state that

28.1 In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

28.2 The directors had 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;

28.3 The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; 28.4 The directors had prepared the annual accounts on a going concern basis; and 28.5 The directors had laid down internal financial controls to be followed by the company and that such internal financial controls were adequate and were operating effectively.

28.6 The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29.0 DETAILS IN RESPECT OF FRAUDS

REPORTED BY AUDITORS

During the reporting period no fraud was noticed or reported by the Auditor.

30.0 DISCLOSURE, AS TO WHETHER

MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS SHALL BE MADE AND MAINTAINED

The Directors state that maintenance of Cost Records as specified by the Central

Government under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 has been applicable to the company, accordingly such accounts and records are maintained by the Company.

M/s Gurvinder Chopra & Co., Cost Accountants (Registration No. 100260) has been appointed as the Cost Auditors of the company to conduct audit of cost records for F.Y 2023-24. Further, as per Section 148 of the Companies Act, 2013, The remuneration payable to the Cost Auditor is required to be ratified at the ensuing Annual General Meeting.

The Company has maintained cost accounts and records in accordance with provisions of Section 148 of the Companies Act, 2013 and rules thereof.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant/material orders were passed by the regulators or the Courts or the Tribunals impacting the going concern status and the Companys operations in future.

31.0 DETAILS OF THE APPLICATION

MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

For the year under review no such application or proceedings has been initiated against the company.

32.0 WEBSITE The Company has maintained a functional

Website namely www.ambeylab.com containing basic information about the Company. The website of the Company is also containing information like Policies, Financial results, Annual Reports and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company.

33.0 ACKNOWLEDGEMENTS