Ambitious Plastomac Company Ltd Directors Report

The audited financial statements of your Company as of March 31, 2025 have been prepared in accordance with the relevant applicable Accounting Standards, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and the applicable of the Companies Act, 2013 ("Act").

The financial performance of the Company for the financial year ended March 31, 2025 are summarized below: - (Rs. in Lakhs Except EPS)

Your Company has demonstrated a notable turnaround in its performance during the recent financial year. The Company, engaged in the business of job-work in real estate activities, reported a steady increase in revenue, with sales for FY2025 reaching Rs. 667.88 Lakhs, up from Rs. 596.45 Lakhs in the previous year. Though operating profit margins remain modest, the Company has returned to profitability after a challenging period that included negative earnings. The profit before tax for the year also showed slight improvement, reflecting cautious cost management and revival in operational activity.

EBITDA for the year was Rs. 9.42 Lakhs (increase 53.92%) as against Rs. 6.12 Lakhs in the previous year. The profit after tax has increased to Rs. 7.91 Lakhs as against profit after tax of Rs. 6.09 Lakhs in previous year representing growth rate of 29.89% during the financial year ended March 31, 2025. EPS for the year was Rs. 0.14 per share as compared to Rs. (0.83) in the previous year.

Your directors are hopeful that the performance of the Company will further improve in the coming years. Detailed working on operation of the Company is provided in the management discussion and analysis report which as forms part of this report.

The Board of the Company has decided not to transfer any amount to the reserves for the year under review.

In order to conserve resources, your directors do not recommend any dividend for the year under review.

As on March 31, 2025, Company does not fall into top 1,000 listed entities based on market capitalization. Hence, formulation of dividend distribution policy does not applicable to the Company.

As on March 31, 2025, the Company has no subsidiary, associate or joint venture company as defined under the Act. Hence, provisions of the Section 133 of the Act and Ind AS 110 Consolidated Financial Statement does not applicable to the Company.

No dividend was declared by the Board of the Company for the financial year 2017-2018. Hence, there is no requirement to transfer unclaimed dividend / Shares to IEPF.

During the year under review, there has been no change in the Capital Structure of the Company.

a) Authorized Capital:

Rs. 6,00,00,000/- (Rupees Six Crore Only) divided into 60,00,000 (Sixty Lakhs) Equity Shares of Rs. 10/- each.

b) Issued Capital, Subscribed and Paid-up Capital:

Rs. 5,81,00,000/- (Rupees Five Crore Eighty-One Lakhs Only) divided into 58,10,000 (Fifty-Eight Lakh Ten Thousand Sixty) Equity Shares of Rs. 10 /- each.

In accordance with the provisions of Section 152 of the Act read with Rules and the Articles of Association of the Company, Mrs. Rajvi P. Patel (DIN: 06589233) is liable to retire by rotation at the forthcoming Annual General Meeting (“AGM”) and, being eligible, has offered herself for re-appointment. The Board recommends re-appointment of Mrs. Rajvi P. Patel for the consideration of the members of the Company at the forthcoming AGM. The relevant details including brief profile of Mrs. Rajvi P. Patel in terms of Regulation 36 (3) of SEBI Listing Regulations, forms part to the Notice of AGM of the Company.

B. Change in Director:

During the year under review, there is no change in the composition of Directors. The Non-Executive Independent Directors of the Company had no material pecuniary relationship or transactions with the Company.

C. Disqualifications of Directors:

In compliance with Section 164 (2) of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Company received Form DIR-8 from every Director during the financial year 2024 25 that is being reviewed. This form certifies that none of the Directors of your Company is disqualified to hold office as a director under the provisions of Section 164 (2) of the Act, nor are they barred from holding the office of a director by any order of the SEBI or any such authority in accordance with SEBI letter dated June 14, 2018, and BSE circular dated June 20, 2018 on the subject "Enforcement of SEBI orders regarding appointment of Directors by Listed Companies."

In accordance with the requirements of several Act provisions, the companys directors have disclosed all relevant information.

D. Key Managerial Personnel:

In accordance with the provisions of Sections 2 (51) and 203 of Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the following have been designated as the Key Managerial Personnel of the Company: -

During the year under review, there is no change in the Key Managerial personnel of the Company.

10) BOARD & COMMITTEE COMPOSITION:

A. Board Composition:

Your Companys Board is structured with an optimal mix of independent, executive, and non-executive members, ensuring balanced and impartial decision-making on matters of performance and strategy. It plays a vital role in guiding board deliberations and shaping the Companys direction. Comprising distinguished professionals with extensive experience and expertise across diverse industries, the Board brings valuable perspectives to the governance process. As of March 31, 2025, the Board consists of six (4) directors One (1) serves as Executive Director, One (1) serves as Non-Executive Director and two (2) as Non-Executive Independent Directors. The tenure of the Independent Directors fully complies with the requirements of the Act.

None of the directors on the board holds the directorship in more than 20 (twenty) companies and out of them none of the directors holds the directorship in more than 10 (ten) public companies at a time, pursuant to Section 165 of the Act.

The table below gives the composition of the Board and the directorships held by each of the directors of the Company at the end of Financial Year 2024-25:

As on March 31, 2025, none of the Directors of the Company were related to each other except Mr. Pinkal R. Patel, Managing Director and Mrs. Rajvi P. Patel, Director who are related to each other as per the provisions of the Act.

B. Committee Composition:

The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles under which are considered to be performed by members of the Board. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. Your board currently has three (3) committees, namely the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholder Relationship Committee, to look into various aspects for which they have been established in order to provide better corporate governance and transparency. The terms of reference of these committees are in line with Act.

The role and terms of Audit Committee articulates the roles, responsibilities and powers of the Audit Committees as specified under Regulation 18 (3) read with Schedule II (Part C) of the SEBI Listing Regulations and Section 177 of the Act. Further, all the recommendations made by the audit committee were accepted by the Board.

During the financial year ended March 31, 2025, the audit committee met four times on May 30, 2024, August 14, 2024, November 14, 2024 and February 13, 2025. The intervening gap between two meetings did not exceed one hundred and twenty days. The composition and details of attendance of members of the Committee are given as under:

The Chief Financial Officer, Statutory and Internal Auditor(s) was invited to attend the audit committee meetings, as when required. The Company Secretary of the Company acts as Secretary of the Committee.

The constitution of the committee is in accordance with the applicable provisions of the Act and SEBI Listing Regulations, as amended. The Chairman of audit committee was present at the last AGM held on September 30, 2024.

The role and terms of the Nomination and Remuneration Committee are in line with Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations and Section 178 (1) of the Act and formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The said policy is available on the website of the Company at www.ambitiousplastomac.com.

During the financial year ended March 31, 2025, nomination and remuneration committee met two times on May 30, 2024 and August 14, 2024. The company secretary acts as the secretary to the Committee. The composition of the committee is in compliance of the provisions of the Act and SEBI Listing Regulations as amended. The composition and details of attendance of members of the Committee are given as under.

The role and terms of the Stakeholders Relationship Committee are as per Section 178 (5) of the Act and Regulation 20 read with Part D of Schedule II of SEBI Listing Regulations, the Company has in place, a Stakeholders Relationship Committee (“SRC”), During the financial year ended March 31, 2025, stakeholders relationship committee met four times on the same day after conclusion of board meeting. The composition of the Committee is in compliance of the provisions of the Act and SEBI Listing Regulations as amended and details of attendance of members of the Committee at the meetings are given as under:

The Company Secretary of the Company acts as Secretary of the Committee.

During the year under review, the Company did not receive any investor complaints. However, in the event that any complaints were received, whether orally or via email, they were promptly addressed and resolved to the complete satisfaction of the respective investors, if any. The Company remains committed to maintaining effective communication channels and ensuring timely resolution of investor grievances in compliance with all applicable regulatory requirements.

11) CORPORATE GOVERANCE:

In line with Regulation 15 (2) of the SEBI Listing Regulations, the provisions of Corporate Governance shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.

12) MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A separate section on the Management Discussion and Analysis Report forms part of this Directors Report and is attached as (Annexure 4).

13) DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received the necessary declarations from the independent directors of the Company in accordance with Section 149 (6) of the Act and Regulation 16 (1) (b) of the SEBI Listing Regulations confirming that they meet the criteria of independence prescribed under the Act and the SEBI Listing Regulations. All the Independent Directors have also confirmed that in terms of Rule 6 (3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Directors database as prescribed under the Act. Further, in terms Rule 6 (4) of the Companies (Appointment and

Qualification of Directors) Rules, 2014, Independent Directors were preparing and will appear for Online Proficiency Self-Assessment Test as required by IICA.

The Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV of the Act. There have been no changes in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors meet the conditions specified under the Act and the Listing Regulations, and they remain independent of management.

In the opinion of the Board, all Independent Directors possess requisite qualifications, expertise, experience (including the proficiency) and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence.

14) FAMILARIZATION PROGRAM FOR INDEPENDENT DIRECTOR:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company with necessary documents, reports and internal policies to enable them to familiarise with the Companys procedures and practices. Your Company endeavours, through presentations at regular intervals, to familiarise the Independent Directors with the strategy, operations and functioning of the Company and also with changes in the regulatory environment having a significant impact on the operations of the Company and issues faced by the ceramic industry. We work to cultivate an enlightened and involved Board that supports efficient governance and value creation by actively engaging independent directors and providing them with the necessary resources.

15) PERFORMANCE EVALUATION OF THE BOARD AS WHOLE, COMMITTEE AND

INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Act, and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the boards functioning such as adequacy of the composition of the board and its committees, board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the directors.

The evaluation is performed by the board, nomination and remuneration committee and independent directors with specific focus on the performance and effective functioning of the Board and individual directors. In line with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 05, 2017, the Company adopted the criteria recommended by the SEBI. The performance evaluation of the chairman and non-independent directors was also carried out by the independent directors. The performance of the directors, the board as a whole and committee of the board were found to be satisfactory.

During the financial year ended March 31, 2025, the performance evaluation of the Board, Committees and Directors was conducted based on the criteria, framework and questionnaires approved by the Nomination and Remuneration Committee and the Board. The details of the performance evaluation exercise conducted by the Company.

16) CHANGE(S) IN THE NATURE OF BUSINESS:

During the financial year ended March 31, 2025, there was no change in the nature of the business of the Company.

17) DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (5) (c) of the Act and based on the information provided by the management, the Directors state that:

A. in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; B. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on March 31, 2025 and of the profit of the Company for the year under review; C. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; D. the annual accounts have been prepared on a going concern basis; E. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and F. 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.

18) NUMBER OF MEETINGS OF THE BOARD:

During the financial year ended March 31, 2025, 4 (four) meetings of the Board of Directors of the Company were held on May 30, 2024, August 14, 2024, November 14, 2024 and February 13, 2025.

The intervening gap between the Meetings was within the period prescribed under the Act.

19) MEETINGS OF INDEPENDENT DIRECTORS:

During the financial year ended March 31, 2025, Independent Directors of the Company met on February 13, 2025 without the attendance of Non Independent Directors and members of the Board. In accordance with the provisions under Section 149 and Schedule-IV of the Companies Act, 2013. The Independent Directors reviewed the performance of the Non-Independent Directors and the Board as whole.

The following matters were, inter alia, reviewed and discussed in the meeting:

Evaluated the performance of Non-Independent Directors and the Board of Directors as a whole; Evaluated the performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors; Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present at the meeting and was satisfied with the performance of the Non-Independent Directors and the Board as a whole and with the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

20) COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the company has complied with the provisions of Secretarial Standards issued by Institute of Company Secretaries of India on Board and General Meetings.

21) INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

In Pursuant to Section 134 (5) (e) of the Act the Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The nature of the Companys business and size and complexity of its operations are in place and have been operating satisfactorily. Internal Control Systems consisting of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected. The code of conduct for senior management and employees of your Company (the Code of Conduct) commits management to financial and accounting policies, systems and processes.

Your Companys financial statements are prepared on the basis of the significant accounting policies that are carefully selected by management and approved by the audit committee and the board. These accounting policies are reviewed and updated from time to time. The Board of Directors of the Company are responsible for ensuring that internal financial controls have been laid down in the Company and such controls are adequate and operating effectively. The board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys 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 disclosures etc. During the period under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

22) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL

POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company which occurred between the financial year ended March 31, 2025 to which the financial statements relates and the date of signing of this report.

23) PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public in terms of Section 73 and 74 and Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

24) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION

186 OF THE COMPANIES ACT, 2013:

Your Company has not given any guarantee and/or provided any security to any of body corporate, whether directly or indirectly, within the meaning of Section 186 of the Act. The details of loans have been disclosed and the details of investments have been disclosed to the financial statements forming part of this Report.

25) DETAILS OF SUBSIDIARY / JOINT VENTURE/ ASSOCIATE COMPANIES:

During the financial year ended March 31, 2025, there are no subsidiaries, associates or joint venture companies within the meaning of Section 2 (6) of the Act. No other Company has become or ceased to be subsidiary, joint venture or associate of the Company. Hence, a statement containing the salient features of financial statements of the Companys subsidiary, associates or joint venture companies in Form No. AOC-1 is not applicable to the Company.

26) INSURANCE:

During the financial year ended March 31, 2025, there are no property (land and buildings), plant and equipment. Hence, not required to take adequate insurance cover by the Company.

27) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, all related party transactions are entered in the ordinary course of business and on an arms length basis, in accordance with applicable regulatory requirements. All related party transactions, were presented to the Audit Committee for prior approval. In accordance with the approval, the requisite disclosures are submitted to the Committee on a quarterly basis, ensuring transparency and compliance with applicable regulatory requirements.

During the year under review, the Company entered into transactions with related parties as defined under Section 2 (76) of the Companies Act, 2013, and applicable accounting standards. These transactions were conducted in the ordinary course of business and on an arms length basis. However, they were materially significant and could potentially conflict with the interests of the Company. All such transactions were carried out in accordance with the Companys policy on related party transactions and relevant regulatory requirements. Information on transactions with related parties are given in Form AOC-2 forms part of this directors report (Annexure 1).

The disclosures pertaining to related party transactions as per the applicable accounting standards forms part of the notes to the financial statements provided in this annual report.

28) CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company have not attracted the provision as specified under Section 135 of the Act i.e. Corporate Social Responsibility, Hence, the Company does not constitute CSR Committee and not taken any steps towards Corporate Social Responsibility.

29) EXTRA-ORDINARY GENERAL MEETING

During the year under review, your company has not conducted Extra-Ordinary General Meeting of the members of the Company.

30) POSTAL BALLOT

During the financial year ended March 31, 2025, two special resolutions was passed by the Company through Postal Ballot i.e., Appointment of Mr. Mehul Maheshbhai Raval (DIN: 10561729) as an Independent Director of the Company and Appointment of Mr. Bakulbhai Joitaram Patel (DIN: 10561763) as an Independent Director of the Company. The said resolutions was passed with requisite majority.

31) MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF

THE HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

32) DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

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

33) PARTICULARS OF EMPLOYEES (DISCLOSURE UNDER RULE 5 OF COMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014):

During the financial year ended March 31, 2025, the executive director and chief financial officer do not avail any benefits from the Company. Further, only Company Secretary has received remuneration as per industry norms. The information required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as forms part of this directors report (Annexure 2). No employee of the Company was in receipt of the remuneration exceeding the limits prescribed under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence, not applicable to the Company.

34) ANNUAL RETURN:

Pursuant to Sections 92 (3) and 134 (3) (a) of the Act, read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT - 7 for the Financial Year ended March 31, 2025, is available on the Companys website at www.ambitiousplastomac.com.

35) PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY:

The steps taken or impact on conservation of energy: Company does not have manufacturing unit, therefore, no plant & machinery which consume more electricity. Further, the Company has taken measures to consume minimum power consumption at the registered office of the Company. The steps taken by the Company for utilizing alternate sources of energy: The Company have used energy saving / power saver appliances within the organization. Further, the Company endeavors in identify the alternative source of energy so as to save the natural source of energy to an extent as much as possible. The Capital investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION:

The efforts made towards technology absorption: Company does not have manufacturing unit. Company assures that any needs of heavy machinery in future, Company always been making best effort towards technology absorption, adaptation and innovation. The benefits derived like product improvement, cost reduction, product development or import substitution: Nil In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Nil The expenditure incurred on Research and development (R & D): Nil

C. FOREIGN EXCHANGE EARNINGS & OUT GO:

Foreign Exchange Earning: Nil Foreign Exchange Outgo: Nil

36) AUDITORS AND AUDITORS REPORT:

A. Statutory Auditor:

The members of the Company in accordance with Section 139 of the Act have passed a resolution for appointment of M/s. Pankaj K Shah Associates, (Firm Registration No. 107352W) as Statutory Auditors of the Company for a period of 5 years in the AGM held on September 30, 2022 to hold office up to the conclusion of 36^th AGM of the Company to be held in the year 2026-2027.

The auditor has issued auditors report with un-modified opinion with one emphasis of matter: Note No. 4 (ii) to Notes to financial statements i.e. revenue recongnistion which is not in accordance with standard accounting practice.

Managements Response: In response to Note No. 4 (ii) to the financial statements, the company recognizes the need for alignment with relevant revenue recognition standards and is in the process of reviewing and revising its invoicing and revenue recording procedures. Appropriate policies shall be developed to ensure conformity with applicable accounting standards moving forward. Management is committed to implementing necessary changes, including staff training and amendments to procedures.

Further, management assures that there have been no adverse impacts on the accuracy of financial reporting and is taking proactive steps to ensure that future revenue recognition fully complies with standard accounting requirements.

B. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board of directors have appointed M/s. Parthkumar & Associates, Practicing Company Secretaries (Certificate of Practice Number: 22741) to undertake the secretarial audit of the Company for the financial year ended March 31, 2025. The secretarial auditors report issued by M/s. Parthkumar & Associates, Practicing Company Secretaries in Form MR 3 forms part of this directors report (Annexure 3).

The secretarial auditor has issued secretarial audit report with observation / qualification: The revenue generated from these business operations amounted to Rs. 667.88 lakhs, all of which came from related parties only. According to the managements representation, the related party transactions entered into by the Company during the financial year were in the ordinary course of business and on an arms length basis. However, the Company has not obtained prior approval of the members for such transactions as required under Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, wherever applicable. Additionally, it has been observed that the Companys website is not updated as per the requirements of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Managements Response on observation / qualification: The management acknowledges that the revenue generated from related party transactions during the financial year amounted to Rs. 667.88 lakhs, all of which were conducted in the ordinary course of business and on an arms length basis. However, the Company recognizes that prior approval of the members as required under Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, was not obtained for such transactions wherever applicable.

The Company undertakes to implement necessary steps to ensure strict compliance with the provisions of Section 188 and the related Rules in future. This includes obtaining prior approval of the shareholders through the requisite resolutions for all material related party transactions as applicable, along with appropriate disclosures in line with applicable laws.

Regarding the update of the Companys website as per Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the management confirms that the Company has obtained a new domain and the development of a new website is currently under process to ensure compliance with the said Regulation.

C. Cost Auditor:

The Company have not attracted the provision as specified under Section 148 of the Act i.e. Central Government to Specify Audit of Items of Cost in Respect of Certain Companies, Hence, the Company does not appoint cost auditor and not carry out cost audit during the year under review.

D. Internal Auditor:

Pursuant to Section 138 and other applicable provisions, if any, of the Act, pursuant to the recommendation of the Audit Committee of the Company, the Board of Directors has approved the appointment of M/s K P Sompura & Co, Chartered Accountants, Ahmedabad, having Firm Registration Number 131641W as the Internal Auditors of the Company for the Financial Year 2024-25.

The Internal Auditors report their findings on the internal audit of the Company, to the Audit Committee on a periodic basis. The scope of internal audit is approved by the Audit Committee.

37) REPORTING OF FRAUDS BY AUDITORS:

In line with the provisions of Section 143 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended notifications/ circulars issued by the Ministry of Corporate Affairs from time to time, no fraud has been reported by the Auditors of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by officers or employees of the Company and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

38) MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT

UNDER SECTION 148 OF THE ACT:

The Company is no required to maintain cost records under Section 148 (1) of the Act, read with the Companies (Cost Records and Audit) (Amendment) Rules, 2014. Hence, not applicable to the Company during the year under review.

39) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to the Regulation 34 (2) (f) of the SEBI Listing Regulations, Company is not fall under top thousand listed entities based on market capitalization immediately on preceding financial year, hence, not require to submit the business responsibility report.

40) PROHIBITION OF INSIDER TRADING:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (“SEBI PIT Regulations”), the Company has adopted the revised “Code of Conduct to Regulate, Monitor and Report Trading by Insiders” (“the Code”). The Code is applicable to promoters, all directors, designated persons and connected persons and their immediate relatives, who are expected to have access to unpublished price sensitive information relating to the Company. The Company has also formulated a ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations.

41) VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Board of Directors on the recommendations of the Audit Committee has approved and adopted a vigil mechanism / whistle blower policy in line with the provisions of Section 177 (9) and Section 177 (10) of the Act, read with Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI Listing Regulations, that provides a formal mechanism for directors, employees or business associates for reporting the unethical behavior, malpractices, wrongful conduct, frauds, violations of the Companys code etc. to approach the chairman of the audit committee. Your Company is committed to highest standards of ethical, moral and legal business conduct of business operations.

The employees of the Company have the right / option to report their concern / grievance to the Chairman of the Audit Committee. No person has been denied access to the chairman of the Audit Committee. During the year under review, no complaint was received from a whistle blower.

42) DETAILS OF INVESTORS GRIEVANCES / COMPLAINTS:

43) COMPLIANCE OFFICER:

To,

Company Secretary and Compliance Officer, Ambitious Plastomac Company Limited,

Regd. Office: Office No. 703, Seventh Floor, Royal Square, Nr. R. K. Royal Hall, Science City Road, Sola, Ahmedabad, Gujarat 380 060, India. Ph. No.: +91-98980 99793, E-Mail: ambitiousplasto@gmail.com.

44) RISK MANAGEMENT POLICY:

The Board of Directors of the Company has monitored risk management and has a defined framework which monitors the risk mitigation plan for the Company. It identifies key risk areas, periodically reviews the risk management plan and ensures its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The audit committee is also looking after the area of financial risks and controls. At present, in the opinion of the Board there is no identification of Risk element that may threaten the existence of the Company.

45) TENTATIVE SCHEDULE FOR CONSIDERING FINANCIAL RESULTS:

46) DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

In accordance with the requirements of the sexual harassment of women at workplace (prevention, prohibition & redressal) Act, 2013 (“POSH Act”) and Rules made thereunder. Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company maintains a zero-tolerance policy towards sexual harassment at the workplace, in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. While the Company currently has no regular employees, except for one Company Secretary who has been permitted to work remotely from home, the provisions of the Act and the related policy on prevention and redressal of sexual harassment are not applicable at this stage. Nevertheless, the Company remains fully committed to fostering a safe and secure working environment and will ensure strict compliance with all applicable laws and policies as and when the need arises. During the year under review, no complaints related to sexual harassment were reported.

47) DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the financial year ended on March 31, 2025, there was no application made and proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

48) THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE

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

It is not applicable to the Company during the year under review, as there exist no Loans / Borrowing from any Bank, Financial Institution, etc. in any form or nature.

49) CAUTIONARY STATEMENT:

The annual report including those which relate to the directors report, management discussion and analysis report may contain certain statements on the Companys intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

50) ACKNOWLEDGEMENTS:

The Directors thank the Companys customers, vendors, investors and business partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

The Directors appreciate and value the contribution made by every member of the Company.