Amco India Ltd Directors Report

THE MEMBERS,

The Directors have pleasure in presenting the 38th Annual Report on the performance of your Company for the Financial Year ended 31st March, 2025.

1. STATEMENT OF COMPANYS AFFAIRS:

i. Financial Summary:

The performance of the Company for the financial year ended 31st March 2025 is summarized below:

(INR in Thousands)

Particulars	2024-25	2023-24
Total Income	10,72,252.53	10,56,948.20
Total expenses	10,49,415.57	10,45,822.77
Profit before Exceptional Items & Tax	22,836.96	11,125.43
Exceptional Items	0	0
Net Profit before Taxation	22,836.96	11,125.43
Tax Expenses:
Current Tax	5,608.09	2,094.26
Previous years tax, if any	133.94	0
Earlier years tax provisions (written back)	0	0
Deferred Tax (Asset)/Liability	(1,650.09)	779.02
MAT Credit Entitlement	0	0
Net Profit After Tax	18,745.03	8,252.15
Other Comprehensive Income	459.56	(241.17)
Total Comprehensive Income /(Loss) for the year	19,204.58	8,010.98

ii. Performance Review:

During the Financial Year 2024-25, the total revenue of the Company was INR 10,72,252.53/- (in thousands) as compared to the revenue of INR 10,56,948.20/- (in thousands) earned during the previous financialyear 2023-24. The Company has earned the net profit of INR 18,745.03/- (in thousands) during the year under review in comparison to the net profit of INR 8,252.15/- (in thousands) earned during the previous Financial Year.

iii. Transfer to Reserves:

The Company has not transferred any amount to the General Reserves during the year under review and no amount is presently proposed to be carried to the reserves.

iv. Dividend:

The Board has not recommended any dividend on the equity shares of the Company for the financial year ended 31st March, 2025.

v. Revision of Financial Statements or Boards report:

The Board of Directors of the Company has not revised the Financial Statements and Boards report of the financial year under review.

vi. Material changes during the financial year and commitments subsequent to the closure of financial year and upto the date of Boards Report:

The Board of Directors appointed Mr. Rajeev Gupta as Chairman & Managing Director of the Company for a period of five years w.e.f. 21st June, 2024 and his appointment was approved by the members at the 37th Annual General Meeting of the Company. Further, the members also approved the increase in remuneration of Mr. Rajeev Gupta during the year under review.

The designation of Mrs. Vidhu Gupta was changed to Non-Executive Non-Independent Director (Woman Director) w.e.f. 21st June, 2024 and her appointment was also approved by the members at the 37th Annual General Meeting.

Mr. Dharampal Aggarwal, Independent Director resigned from the directorship of the Company w.e.f. 18th July 2024, due to his other professional commitments.

The Board appointed Ms. Prarthana Gupta as an Additional Director in the capacity of Independent Director (Non-Executive) w.e.f. 22nd August, 2024. Her appointment was ratified and approved by the members in the 37th Annual General Meeting.

The Board appointed M/s. Gurvinder Chopra & Co., Cost & Management Accountants as Cost Auditors of the Company for the financial year 2024-25, in its meeting held on 22ndAugust, 2024. Mr. Ankit Aggarwal ceased to hold office as an Independent Director of the Company w.e.f 28th September, 2024, upon completion of his tenure.

The Board appointed M/s. Mohit Bajaj & Associates, Company Secretaries as Secretarial Auditors and

M/s. Sumit R Kumar & Co, Chartered Accountant as an Internal Auditor of the Company for the financial year 2024-25, in its meeting held on 14th February, 2025. The Board of Directors considered and approved the appointment of M/s. Gurvinder Chopra & Co., Cost

& Management Accountants as Cost Auditors of the Company for the financialyear 2025-26, in their meeting held on 22nd August, 2025. Further, the Board of Directors also approved the appointment of M/s. Tripti Shakya & Company, Company Secretaries, as Secretarial Auditors of the Company for a period of five (5) years, commencing from 1st April, 2025 till 31st March, 2030 subject to the approval of members in the ensuing Annual General Meeting.

The Board of Directors in their meeting held on 22nd August, 2025 approved the proposal of adoption of new set of Articles of Association of the Company in conformity with the provisions of the Companies Act, 2013 subject to the approval of the members of the Company in the ensuing Annual General Meeting.

During year 2023-24, the Company had received the details of outstanding fines payable thefinancial by the Company pursuant to SEBI SOP Circulars under Regulations 27(2), 17(1), 18(1), 19(1)/ 19(2), 20(1), 23(9) and 33 of SEBI (LODR) Regulations, 2015 for the previous periods or events. Accordingly, the BSE Limited had ordered for the freezing of promoters demat account. In this regard, the Company has already provided requisite clarifications to BSE Limited and has made its representation before BSE Limited. The Company has also made the requisitecompliancesandalreadyfiledthe waiver request to BSE Limited in December, 2023. The reply of BSE Limited is still awaited on the same.

Except this, there were no changes during the financial year under review or subsequent to the closure of financial year and up to the date of Boards Report.

vii. Key changes in the Nature of business:

There were no key changes in the nature of the business during the year under review.

viii. Operations and Future Outlook during the year:

The financial performance of the Company during the year 2024-25 was satisfactory, laying a strong foundation for future growth. The Company remains committed to setting and achieving higher milestones in the years ahead.

While the industry continues to face challenges such as heightened competition and fluctuations in raw material prices, your Company views these as opportunities to innovate and strengthen its market presence. Proactive measures are being taken to refine business strategies, leverage advanced technologies, and expand its business operations.

With these initiatives, the Company is well-positioned to enhance its competitiveness and deliver sustainable value to all stakeholders. The Board remains confident that these measures will enable the

Company to achieve stronger growth and improved operational performance.

2. DIRECTORS:

i. Meetings of the Board:

The Board met Nine (9) times during the Financial Year 2024-25, in respect of those meetings proper notices were given and the proceedings were properly recorded. The intervening gap between any two meetings was within the period prescribed under Companies Act, 2013, Secretarial Standards and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 on the Corporate Governance. For further details regarding number of meetings of the Board and its committees, please refer Corporate Governance Report, annexed to the Annual Report.

ii. Changes in Board of Directors:

Mr. Rajeev Gupta was appointed as Chairman & Managing Director of the Company for a period of five years w.e.f. 21st June, 2024. His appointment was approved by the members at the 37th Annual General Meeting of the Company. Further, the designation of Mrs. Vidhu Gupta was changed to Non- Executive Non - Independent Director (Woman Director) w.e.f. 21st June, 2024. Her appointment was also approved by the members at the 37th Annual General Meeting.

Mr. Dharampal Aggarwal resigned from the position of Independent Director of the Company w.e.f. 18th July, 2024.

Ms. Prarthana Gupta was appointedasanIndependentDirectoroftheCompanyforatermoffive(5) years w.e.f. 22nd August, 2024. Her appointment was subsequently ratified by the members at the 37th Annual General Meeting of the Company.

Upon completion of his tenure as Independent Director, Mr. Ankit Aggarwal ceased to hold office 28th September, 2024.

iii. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Director appointed during the year:

In the opinion of the Board, and based upon the recommendation of Nomination and Remuneration Committee, Ms. Prarthana Gupta was considered to be a person of integrity, possessing the requisite expertise and experience, and fulfilling the conditions specified under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the appointment as an Independent Director of the Company.

She has demonstratedproficiency in identifying, assessing and mitigating risks across various business functions. She also possesses significant experience and expertise in driving strategic initiatives and optimizing operational processes. Considering her deep understanding of risk management, coupled with her hands- on industry experience, the board was of view that it would be beneficial for the Company to avail of her services as an Independent Director. Further, Ms. Prarthana Gupta is not related to any other Director or Key Managerial Personnel of the Company.

iv. Declaration by Independent Directors:

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

v. Training of Independent Directors:

The Company has adopted a Training Policy for training of Independent Directors which inter-alia includes the various familiarization programmes in respect of their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc.

Further, the same is also taken care during the various strategy meets of the Company and different presentations in the Board/Committee meetings on the statutory Laws. The details of such familiarization programmes have also been posted on the website of the Company at https://amcoindialimited.com/ others.

vi. Separate Meeting of Independent Directors:

The Independent Directors were fully kept informed of the Companys activities in all its spheres. During the year under review, a separate meeting of Independent Directors was held on 10th March, 2025 and the Independent Directors reviewed the performance of:

a) The Chairman of the Company– viz. Mr. Rajeev Gupta, Chairman & Managing Director.

b) The Board of Directors of the Company as a whole,

c) The Non- Independent Directors of the Company, and

d) They also assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board that are necessary for the Board to effectively and reasonably perform their duties.

vii. Key Managerial Personnels (KMPs):

During the year under review, Mr, Rajeev Gupta was appointed as Chairman & Managing Director of the Company w.e.f 21st June, 2024.

viii. Performance Evaluation Criteria:

The Securities and Exchange Board of India (Listing Obligations and Disclosures Requirement), Regulations, 2015 mandated that the Board shall monitor or review Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its performance and that of Committees and of the Directors. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of the Independent Directors shall also be done by the entire Board of Directors, excluding the Director being evaluated.

The evaluation of all the Directors and the Board as the whole was conducted based on the criteria and framework adopted by the Board. The Board works with the Nomination & Remuneration committee to lay down the evaluation criteria for the performance of executive/non-executive/independent directors through a peer evaluation excluding the Director being evaluated through the Board efficiency survey. The Boards functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, information flow, relationship with the stakeholders, Companys performance & Company strategies.

The Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director.

The areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out based on the three key roles of the Independent Directors - governance, control & guidance. Some performance indicators based upon which the independent directors were evaluated are:

a) Ability to contribute to corporate governance practices of the Company;

b) Active participation in long term strategic planning;

c) Commitment to the fulfillment of directors obligations & fiduciary responsibility;

d) Participation in Board and committee meetings.

The Independent Directors reviewed the performance of the Board as a whole and also carried out the performance evaluation of the Chairman and the Executive Directors.

ix. Policy for Appointment of Directors & Remuneration:

The policy of the Company for the appointment of Directors in place of one resigning or retiring or for some new introduction to the Board of Directors of the Company and for determining the remuneration can be viewed at the website of the Company at https://amcoindialimited.com/policies.

The policy relating to the appointment and remuneration of directors comes under the functional area of Nomination & Remuneration Committee of the Company. The policy is concerned with the identification, ascertainment of the integrity, qualification, expertise and experience, having regard to the skills of the candidate that is to be brought to the Board/Company.

x. Directors Responsibility Statement:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

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

b) 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 of the Company for that period;

c) the Directors had taken proper and sufficient care 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;

d) the Directors had prepared the annual accounts on a ‘going concern basis; and

e) the directors had laid down internal financial controls to be followed by the Company and effectively suchinternalfinancial controls are adequate and were operating .

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.

3. BOARD COMMITTEES & RELATED INFORMATION:

i. AUDIT COMMITTEE: Audit Committee Composition:

The Audit Committee is composed of following as Chairman & members as on date of report:

a) Mr. Naseem Ahmad, Chairman & Member.

b) Ms. Prarthana Gupta, Member.

c) Mr. Rajeev Gupta, Member.

Recommendations of Audit Committee not accepted by the Board:

The Board accepted all the recommendations made by the Audit committee during the year under review.

Changes in composition of Audit Committee:

During the year under review, there were changes in the composition of Audit Committee which are as follows:

a) Mr. Dharampal Aggarwal ceased to be Chairman & Member w.e.f 18th July, 2024, due to his resignation from the Board of Directors.

b) Mr. Ankit Aggarwal was appointed as the Chairman & Member w.e.f 18th July, 2024.

c) Mr. Naseem Ahmad was appointed as the Chairman & Member w.e.f 27th September, 2024.

d) Ms. Prarthana Gupta was appointed as a Member w.e.f 27th September, 2024.

e) Mr. Ankit Aggarwal ceased to be the Chairman & Member w.e.f 28th September, 2024 upon completion of his tenure as Director of the Company.

Vigil Mechanism (Whistle Blower Policy):

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism, and allows direct access to the Chairperson of the Audit

Committee in exceptional cases. We further affirmthat no employee has been denied access of the Audit Committee during the financial year 2024-25. The policy is placed on the website of the Company at https://amcoindialimited.com/policies.

ii. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) of Directors reviews the composition of the Board, to ensure that there is an appropriate mix of abilities, experience and diversity to serve the interests of all shareholders and the Company.

Nomination and Remuneration Committee Composition:

The Nomination and Remuneration Committee is composed of following as Chairman & members as on date of report:

a) Ms. Prarthana Gupta, Chairman & Member.

b) Mr. Naseem Ahmad, Member.

c) Mrs. Vidhu Gupta, Member.

Changes in Composition of Nomination and Remuneration Committee:

During the year under review, there were changes in the composition of Nomination and Remuneration Committee which are as follows:

a) Mr. Dharampal Aggarwal ceased to be a Member w.e.f 18th July, 2024, consequent to his resignation from the position of Independent Director.

b) Mrs. Vidhu Gupta was appointed as a Members w.e.f 18th July, 2024.

c) Ms. Prarthana Gupta was appointed as the Chairman & Member w.e.f 27th September, 2024. d) Mr. Naseem Ahmad was appointed as a Member w.e.f 27th September, 2024.

e) Mr. Ankit Aggarwal ceased to be a Member w.e.f 28th September, 2024, upon completion of his tenure as an Independent Director.

Nomination & Remuneration Policy:

The policy of the Nomination & Remuneration Committee is based on the following:

a) to follow the process of appointment of Director / KMPs when a vacancy arises, or is expected, the NRC will identify, ascertain the integrity, qualification, appropriate expertise and experience, having regard to the skills that the candidate will bring to the Board / Company;

b) to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position;

c) to determine the level & composition of remuneration which is reasonable & retain & motivate directors to run the Company successfully;

d) to ensure the relationship of remuneration with the performance;

e) to ensure that any person(s) who is/ are appointed or continues as KMPs or Independent directors shall comply with the conditions laid under the provisions of Companies Act, 2013 & SEBI (LODR) Regulations, 2015;

f) to specify time period within which the employee shall exercise the vested options in the event of termination or resignation of an employee.

The Nomination & Remuneration Policy of the Company is uploaded on the website of the Company at https://amcoindialimited.com/policies.

iii. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee considers the following:

a) to consider and resolve the grievances of the security holders of the Company, including complaints related to transfer of shares, non receipt of annual report, non receipt of declared dividends, etc.

b) to set forth the policies relating to and to oversee the implementation of the Code of Conduct for Prevention of Insider Trading and to review the concerns received under the Code of Conduct.

The Company has adopted the Code of Internal Procedures and Conduct for Prevention Regulating, Monitoring and Reporting of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations. The Code lays down guidelines for procedures to be followed and disclosures to be made while dealing in the shares of the Company. The Companys Code on prevention of Insider Trading also ensures timely and adequate disclosure of Price Sensitive Information, as required under the Regulations.

iv. OTHER COMMITTEES: INTERNAL COMPLAINT COMMITTEE:

The Company has formed the Internal Complaint Committee as required under the Section 21 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the relevant rules for both the plant of the Company situated at Baddi, Himachal Pradesh & Noida, Uttar Pradesh. The respective Committees met during the year and reviewed & discussed the relevant issues.

4. CORPORATE GOVERNANCE:

Your Company is committed to bind itself with good Corporate Governance standards. It has put in place an effective Corporate Governance System that ensures proper compliance of the provisions of Securities and

Exchange Board of India (Listing Obligations and Disclosures Requirement) Regulations, 2015 with Stock

Exchange. A Corporate Governance Report, MDA Report together with the Certificatefrom the Auditors of the

Company regarding compliance of conditions of Corporate Governance is made part of the Annual Report. The Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is annexed to the Board report as Annexure I.

The Company has entered into the Listing Agreement with the Stock Exchange where the shares of the Company are listed in compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirement) Regulations, 2015.

The Company has a proper mix of Executive and Non Executive Directors on Board and a Women Director and Independent Directors appointed pursuant to the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The Company has framed a Code of Conduct for all its Board Members and Senior Management Personnel who have affirmed compliance thereto. The said code of conduct has been posted on the Companys website. The Declaration to this effect signed by the Chairman & Managing Director is made part of the Annual Report. The Company has obtained the certificate from the company secretary in practice regarding compliance of the conditions of the Corporate Governance and is annexed to the Directors Report as Annexure II.

The statement containing additional information as required in Schedule V of the Companies Act, 2013 for payment of remuneration to Mr. Rajeev Gupta & Mrs. Vidhu Gupta is as under: (For a period 1st April, 2024 to 31st March, 2025)

Particulars/ Name of the Director	Rajeev Gupta*	Vidhu Gupta**
(i) Elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc.,	- Salary	- Salary
	- Commission	- Medical expenses
	- Medical expenses	- Leave Travel Concession
	- Leave Travel Concession	- Personal Insurance
	- Leave as per Companys rules	- Other benefits as may be
	- Club Membership Fees	determined by the Board.
	- Personal Insurance mined by the Board.	- Other benefits as may be deter -
(ii) Details of fixed component and performance linked incentives along with the performance criteria;	Fixed Remuneration:	Fixed Remuneration:
	INR 3,00,000/- p.m. till 30th September, 2024.	INR 2,00,000/- p.m.
	INR 5,00,000/- p.m w.e.f 1st October, 2024.
	Performance linked incentives: Nil	Performance linked incentives: Nil
(iii) Service contracts, notice period, severance fees; and	1 month notice or 1 month salary in lieu thereof	1 month notice or 1 month salary in lieu thereof
(iv) 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 exercisable.	Nil	Nil

*The Remuneration of Mr. Rajeev Gupta, Chairman & Managing Director of the Company, was revised to INR 5,00,000/- p.m w.e.f 1st October, 2024.

** Mrs. Vidhu Gupta was paid remuneration till 20th June, 2024 as Whole Time Director of the Company. Her designation was changed to Non-Executive Director w.e.f 21st June, 2024.

5. RISK MANAGEMENT POLICY:

The Companys Risk Management Policy with a robust supporting risk management framework facilitates identification and assessment of new risks and review of presently identified risks. The process is based on identified risks and the risk events or factors, which require regular assessment and quick response.

Based on the probability & impact of the risk, the requisite controls and action plans have been designed and implemented. The Key Risk Indicators have been identified to measure the adequacy, effectiveness and efficiency of these, controls and action plans.

The objective of risk management in the Company is to act as an enabler in maintaining its knowledge edge, sustaining and expanding the business, being competitive and ensuring execution of projects within budgeted cost and time, resulting in improved turnover and profitability. The Risk Management Policy of the Company can be viewed at the website of the Company at https://amcoindialimited.com/policies.

6. AUDITORS: i. Statutory Auditors:

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. V. V Kale & Company, Chartered Accountants were appointed as the Statutory Auditors of the Company for a period of five years to hold office from the conclusion of

35th Annual General Meeting till the conclusion of the 40th Annual General Meeting of the Company to be held in the year 2027.

Boards explanation and Comments:

The Notes on Accounts read with the Auditors Report are self explanatory and therefore do not require any further comments or explanations as the Auditors Report given by auditors of the Company doesnt contain any qualification, reservation or adverse remarks.

Reporting of Fraud by Statutory Auditors:

As required under Section 143 (12) of Companies Act, 2013, the Statutory Auditors have not reported to the Board any instances of fraud committed against the Company by its officers or employees. Hence, no such information is required to be mentioned in Boards Report.

ii. Cost Auditors & Maintenance of Cost records:

As per Companies (Cost Records and Audit) Rules, 2014, issued by the Ministry of Corporate Affairs, the provisions of Cost Audit and maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 are applicable on the Company for financial year 2024-

25. Accordingly, the Board of Directors appointed M/s. Gurvinder Chopra & Co., Cost & Management Accountants as Cost Auditors of the Company for the financial year 2024-25.

Boards explanation and Comments:

The Cost Audit Report given by the Cost Auditors of the Company does not contain any qualification, reservation or adverse remarks and does not require any further comments or explanations.

iii. Internal Auditors:

In compliance with Section 138 of Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, M/s. Sumit R Kumar & Co., Chartered Accountants were appointed as an Internal Auditors of the Company to conduct Internal Audit for the Financial Year 2024-25. Boards explanation and Comments:

The Internal Audit Report given by the Internal Auditors of the Company does not contain any qualification, reservation or adverse remarks and does not require any further comments or explanations.

iv. Secretarial Auditors:

In compliance with the provisions of the Section 204 of Companies Act, 2013, M/s. Mohit Bajaj & Associates, Practising Company Secretaries were appointed as the Secretarial Auditors of the Company by the Board of Directors to conduct Secretarial Audit for the Financial Year 2024-25. a) Secretarial Audit & Report thereupon:

The Secretarial Audit Report as required under Section 204 of the Companies Act, 2013 for the financial year 2024-25 is annexed to this Report asAnnexure III.

Boards explanation and Comments:

The Secretarial Audit report does not require any further comments or explanations as it does not contain any qualification, reservation or adverse remark.

b) Annual Secretarial Compliance Report: The Company has obtained Annual Secretarial Compliance Report from M/s. Mohit Bajaj &

Associates, Practising Company Secretaries, confirming compliance of SEBI Regulations / Circulars / Guidelines issued thereunder and applicable to the Company.

Boards explanation and Comments:

The Annual Secretarial Compliance Report does not require any further comments or explanations, as it does not contain any qualification, reservation or adverse remark.

7. MANAGERIAL REMUNERATION:

The remuneration paid by the Company to its Managing Director & Whole Time Directors is as per the terms of their appointment. The details of the same are enumerated below. No sitting fee is paid by the Company to the Independent Directors. In addition, the Independent Directors are not holding any shares in the Company.

The details of remuneration paid to Managing Director/Whole Time Directors for the financial year ended 31st

March, 2025.

Name	Salary (Total) (P.A) (in INR)	Perquisites (P.A) (in INR)	Service Contract Details
Rajeev Gupta, Chairman & Managing Director	48,00,000/- *	12,47,569/-	Salary subject to deduction of applicable taxes Payment of Commission
			Perquisites: Reimbursement of Medical expenses, Leave
			Travel Concession, Club Membership Fees, Personal Insurance or other benefitsas may be determined by the Board of Directors to be paid by the Company.
			Other Benefits: Companys Car alongwith the driver.
			Telephone & internet at residence shall be reimbursed by the Company.
			Reimbursement of entertainment expenses incurred for the Companys business.
			Provident Fund, Superannuation Fund, Gratuity, Leave Encashment.
Vidhu Gupta,	5,00,000/- **	Nil	Salary subject to deduction of applicable taxes
Director			Perquisites: Reimbursement of Medical expenses, Leave
			Travel Concession, Personal Insurance premium to be paid by the Company.
			Other Benefits: As may be determined by the Board of Directors.
			Provident Fund, Superannuation Fund, Gratuity, Leave Encashment.

*The Remuneration of Mr. Rajeev Gupta, Chairman & Managing Director of the Company, was revised to INR 5,00,000/- p.m w.e.f 1st October, 2024.

**Mrs. Vidhu Gupta was paid remuneration till 20th June, 2024 as Whole Time Director of the Company. Her designation was changed to Non- Executive Director w.e.f 21st June, 2024.

8. JOINT VENTURES:

M/s. Amco India Limited has diversified its operations by entering into a Memorandum of Understanding with

M/s. Krish Infrastructures Private Limited to form an Association of Persons (AOP) under the name "Krish Icons" for undertaking construction and development of housing projects in Bhiwadi. Under this arrangement, the profit-sharing ratio between Amco India Limited and Krish Infrastructures Private Limited has been fixed at 40:60, respectively. The project is currently under progress, and the Company has successfully sold certain completed units.

9. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report, which forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection on all working days, during business hours, at the Registered Office of the Company. Any member interested in obtaining such information may write to the Company and the same will be furnished on request. Further, the disclosures relating to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report, which forms part of this Report. The said information is annexed to this Annual report as Annexure IV.

10. ANNUAL RETURN:

In accordance with the provisions of Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the copy of the Annual Return is available on the website of the Company at https://amcoindialimited.com/annual-reports-and-results

11. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The disclosure under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 relating to foregoing matters are as follows.

i. Conservation of Energy:

a) Steps Taken or Impact on Conservation of Energy:

In the past few years, the Company has tried to improve energy measures. Steps taken to conserve energy include:

• At its plants, the Company has carried out various actions to optimize energy consumption and reduce losses.

• The periodical reviews conducted at plants have given a number of actionable ideas which are being implemented to conserve energy.

Energy efficient motors are being installed in order to optimize use of power.

In its plants and offices, the Company has replaced conventional light fixtures with energy efficient fixtures such as LED lights and tubes.

b) Steps taken by the Company for utilizing alternate sources of Energy:

The Company is planning to take steps for utilizing alternate sources of energy including installation of solar light panel system for street lights and other such system at its Plants.

c) Capital Investment on Energy Conservation Equipments:

During the year under review, the Company has made capital investment on energy conservation equipments. The equipment in which investment was madeincludesenergyefficientmotors and

LED lights.

ii. Technology Absorption:

a) Efforts made towards Technology Absorption:

The Company has neither entered into any technical collaboration with any foreign country nor imported any technology from any foreign country or organization.

b) Benefits derived like product improvement, cost reduction, product development or import substitution: Not applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

The Company has not imported any technology during the previous three financial years.

d) Expenditure incurred on Research and Development: No Research & Development work has been carried out by the Company during the year under review and therefore no expenditure on this head.

iii. Foreign Exchange Earning & Outgo:

(INR in Thousands)

Particulars	2024-25	2023-24
Foreign Exchange Earning	2395.58	0
Foreign Exchange Outgo	582.829	1315.998

12. PUBLIC DEPOSITS:

During the year under review, the Company has not invited/accepted any deposits from the public and no amount on account of principal or interest were outstanding on deposits within the meaning of Companies Act, 2013 and rules made there under.

13. LOANS, GUARANTEE & INVESTMENTS:

The details of loans &advancesgivenbytheCompanyduringthefinancialyear under review can be viewed in respective notes to the Balance Sheet.

14. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of CSR are not applicable on the Company as the Company does not fall into the prescribed criterias provided under Section 135 of the Companies Act, 2013.

15. CONTRACTS & ARRANGEMENTS WITH RELATED PARTY:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were on an arms length basis & in the ordinary course of business. During the year, the Company had not entered into any contract / arrangement / transaction with related parties, which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

There were no materially significant related party transactions, which could have potential conflict with interest of the Company at large.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at https://amcoindialimited.com/policies. The details of the transactions with Related Parties at provided in the Form No. AOC 2 as annexed to this report as Annexure V.

16. INTERNAL CONTROL SYSTEMS:

The Companys internal audit systems are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficientconduct of operations through adherence to the Companys policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use. The details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Directors Report.

17. SECRETARIAL STANDARDS:

The Company has followed applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively. The Company has complied with the provisions of all the applicable Secretarial Standards.

18. SHARE CAPITAL:

The Company has only one kind of share capital i.e. Equity shares with same voting rights. The Authorised Share capital of the Company is INR 7,50,00,000/- divided into 75,00,000 shares of INR 10/- each. The Paid up share capital of the company is INR 4,11,00,000/- divided into 41,10,000 equity shares of INR 10/- each.

i. Sweat Equity shares:

The Company has not issued any sweat equity shares during the financial year under review.

ii. Issue of further Share Capital:

The Company has not issued any further shares during the financial year under review.

iii. Buy back of Shares:

During the year under review, the Company has not made any offer to buy back its shares

19. DESIGNATED PERSON FOR REPORTING BENEFICIAL INTEREST IN THE SHARES OF THE COMPANY:

The Board of Directors has appointed Company Secretary of the Company, as designated person, who shall be responsible for furnishing, and extending co-operation for providing, information to the Registrar or any other authorised officer with respect to beneficial interest in shares of the Company as required under the Companies (Management and Administration) Second Amendment Rules, 2023.

20. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review no application was made nor any proceeding(s) were pending under the Insolvency and Bankruptcy Code, 2016.

21. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS/ FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There was no such instance of one-time settlement with any Bank or Financial Institution during the financial year 2024-25.

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted Internal Complaint Committee(s) to redress and resolve any complaints arising under the POSH Act. The details of complaint of sexual harassment during the financial year 2024-25 are as follows:

• Number of complaints of sexual harassment received in the year: Nil

• Number of complaints disposed during the year: N.A.

• No. of cases pending for more than ninety days: Nil

Nature of action taken by the employer or District Officer: N.A.

23. DISCLOSURE WITH RESPECT TO COMPLIANCE OF THE PROVISIONS OF MATERNITY BENEFIT ACT, 1961: Your Directors confirm that the Company has complied with the provisions of the Maternity Benefit and the rules made thereunder. The Company provides maternity and related benefits employees in accordance with the statutory requirements and ensures a safe, supportive, and inclusive workplace environment.

24. INDUSTRIAL RELATIONS:

The relation with the employees continues to be peaceful and cordial throughout the year. Your Board believes that trained and motivated people determine the future augmentation of the Company. Your Board places on record appreciation for the efforts and enthusiasm shown by employees at all levels.

25. ACKNOWLEDGEMENTS:

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors would like to acknowledge and place on record their sincere appreciation on the co-operation and assistance extended by the various Government Authorities, Companys Bankers etc. The Directors convey their sincere thanks for the continued support given to the company by the esteemed shareholders and valued customers. The Directors also recognize and appreciate the dedication and hard work put in by the employees at all levels and their continued contribution to its progress.

Place: Noida, U.P	For and on behalf of the Board of Directors
Date: 22.08.2025	sd/-	sd/-
	Rajeev Gupta	Vidhu Gupta
	Chairman & MD	Director
	DIN: 00025410	DIN: 00026934
	Add: C 53-54, Sector 57,	Add: C 53-54, Sector 57,
	Noida, U.P 201301.	Noida, U.P 201301.