gujarat ambuja exports ltd Directors report

The Board of Directors have pleasure in presenting the 32^nd Annual Report of the Company together with the Audited Financial Statements for the year ended March 31, 2023.

Pursuant to notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (as amended from time to time) with effect from April 01, 2016 and the accounts are prepared under Ind AS.

FINANCIAL HIGHLIGHTS

The Boards Report is prepared based on the Standalone Financial Statements of the Company. The summary of the financial resultsfortheyearandappropriationofdivisibleprofitsisgiven below:

PARTICULARS	STANDALONE		CONSOLIDATED
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Net Revenue from Operations & Other Income	4982.87	4724.35	4983.00	4724.37
Profit Before Interest, Depreciation & Taxes	549.12	741.18	549.05	741.18
Less:
a. Finance Costs	13.26	5.68	13.26	5.68
b. Depreciation & Amortisation Expenses	94.66	97.33	94.66	97.33
c. Provision for Taxation (including Deferred Tax)	111.03	162.73	111.03	162.73
Net Profit for the Year	330.17	475.44	330.10	475.44
Other Comprehensive Income and other adjustments	0.44	0.01	0.44	0.01
Total Comprehensive Income for the year	330.61	475.45	330.54	475.45
Earnings Per Share (Face Value of Rs. 1/- each)-Basic & Diluted	14.40	20.73	14.40	20.73

Note: Previous years figures have been regrouped / reclassified wherever necessary in conformity with Indian Accounting Standards (Ind AS) to correspond with the current years classification / disclosure and may not be comparable with the figures reported earlier.

DIVIDEND

The Company has a consistent track record of dividend payment. Based on Companys performance, the Board of

Directors at its meeting held on May 06, 2023 recommended final dividend of Rs. 0.70/- per equity share of Rs. 1/- each for the financial year FY 2022-23 amounting to Rs. 16.05 crores, subject to the approval of Members at the ensuing Annual

General Meeting of the Company.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”), the Dividend Distribution Policy of the Company aims to ensure fairness, sustainability and consistency in distributing profits to the Shareholders. The Dividend Distribution Policy of the Company is displayed on the website of the Company.

(URL: https://www.ambujagroup.com/wp-content/uploads /2019/05/Dividend-Distribution-Policy.pdf)

BUSINESS OPERATIONS / STATE OF THE COMPANYS AFFAIRS

a. Operational Performance

The Company recorded operational revenue of Rs. 4908.99 crores as compared to Rs. 4670.31 crores during the previous financial year. The Company achieved EBIDTA margin of 11.19% in FY 2022-23 against the same at the level of 15.86% in FY 2021-22.

Export Sales for the FY 2022-23 was Rs. 1515.81 crores as compared to Rs. 1115.16 crores for the FY 2021-22 mainly due to demand in international market.

The Company achieved Earnings before Interest, Depreciation and Tax (EBIDTA) of Rs. 549.12 crores for the FY 2022-23 against that of Rs. 741.18 crores for the FY 2021-22.

b. Capital Projects for the year FY 2022-23

During the FY 2022-23, the Company has invested about Rs. 49.30 crores in the ongoing projects mainly into routine capital expenditures in modifications of existing projects. This investment was for its maize processing units at all locations and agro processing segments.

Apa rt from routine capital expenditures on the projects, the Company has invested Rs. 194.12 crores in the new projects which also includes Rs. 119.43 crores towards green field project of 1,200 TPD at Malda in

West Bengal.

SHARE CAPITAL

As on March 31, 2023, the issued, subscribed and paid up capital of the Company stood at Rs. 22,93,35,330/- comprising of 22,93,35,330 equity shares of Rs. 1/- each.

During the FY 2022-23, the Company has not issued shares with differential voting rights or granted stock options or issued sweat equity or Employee Stock Option scheme.

CHANGE IN NATURE OF BUSINESS

During the FY 2022-23, there is no change in the nature of the business of the Company.

TRANSFER TO RESERVE

The Company has not transferred any amount to the General

Reserve for the financial

CORPORATE MATTERS a. Corporate Governance Report

The Company makes due compliance of Governance guidelines and requirements of the Listing Regulations. In compliance with Regulations 17 to 22 and Regulation 34 of the Listing Regulations, a separate

Corporate Governance Report, along with a certificate from the Statutory Auditors confirming the compliance of Corporate Governance requirements is annexed as Annexure-A of certifiedtrue copy of the order with the Registrarto this Annual Report.

b. Management Discussion and Analysis

A statement on management discussion and with detailed highlights of performance of different divisions / segments of the Company is annexed as

Annexure-B to this report.

c. Business Responsibility and Sustainability Report (“BRSR”)

As stipulated under Regulation 34 of the

Regulations, the Business Responsibility and Sustainability Report (“BRSR”) on Companys business as required by Regulation 34(2) of the Listing Regulations, prepared based on the framework of the National Guidelines on Responsible Business Conduct (NGRBC) is annexed as Annexure-C forming part of this Annual Report.

SUBSIDIARY COMPANY

The Company does not have any associate company or joint ongoing venture. The Company had acquired 100% equity shares of Mohit Agro Commodities Processing Private Limited on

September 09, 2020 to support the business operations of the Company, thereby making it as wholly owned subsidiary of the Company. During the FY 2022-23 your Company has incorporated one wholly owned subsidiary namely Maiz Citchem Limited on November 11, 2022.

Further pursuant to provisions of Section 129(3) of the

Companies Act, 2013 (the “Act”) read with Rule 5 of

Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is set out as Annexure-D to this report.

In accordance with Section 136 (1) of Act, the annual report of your Company containing inter alia, financial including consolidated financial statements, are available on website of the Company (URL: https://www.ambujagroup. com/). Further, the financial statements of the subsidiary are also available on the website of the Company (URL: https://www.ambujagroup.com/). These documents will also be available for inspection during working hours at the ended March 31, 2023. registered office of your Company at Ahmedabad, Gujarat. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

AMALGAMATION OF MOHIT AGRO COMMODITIES PROCESSING PRIVATE LIMITED (“MACPPL”) WITH THE COMPANY

The scheme for amalgamation of MACPPL with the

Company is approved by National Company Law Tribunal on August 01, 2023. Scheme will be effective from the date of of filing

Companies, Gujarat. The Company has not received copy of order as on date of this report.

FINANCE AND INSURANCE a. W orking Capital

The Working Capital (“WC”) requirements of the Company during the year was almost at the similar level at which it has started at the beginning of the year.

Listing Rs. 266.19 Crores outstanding as on March 31, 2022 was repaid by the Company However, working capital limits have decreased in last quarter and amount outstanding as on March 31, 2023 is

Rs. 217.58 Crores.

During the FY 2022-23, the Company has not raised any funds through Commercial Paper (“CP”). The CP market has lower appetite of investors due to NBFC and infrastructure segment crisis and preference for highest rating. This has resulted in higher cost of borrowing through CP.

The Company has a rating of AA-/Stable with outlook for long term working capital facilities from

CRISIL as per the applicable regulatory norms. During the FY 2022-23 there is no change in rating of the Company. The details of the Credit Rating is available on the Company website at (URL: https://www. ambujagroup.com/wp-content/uploads/2020/12/ Credit%20Rating_02.12.2020.pdf).

b. T erm Loans

During the FY 2022-23, the Company has not availed any fresh term loan. c. Insurance

All assets and insurable interests of the including building, plant & machineries, stocks, stores and spares have been adequately insured against various risks and perils. The Company has also taken

Directors and Officers Liability Policy to provide coverage against the liabilities arising on them.

DEPOSITS

During the FY 2022-23 the Company has not accepted any deposits within the meaning of Section 73 of the Act, and the Companies (Acceptance of Deposits) Rules, 2014.

DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

During the FY 2022-23 the Company has not availed any loan(s) from the Directors or their Relatives.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is well supported by the knowledge and experience of its Directors and Executives. The following changes took place in the Directors and Key Managerial

Personnel during the FY 2022-23:

- Appointment of Mr. Sudhin Choksey (DIN: 00036085) as an Independent Director of the Company for a period of five (5) years w.e.f. November 29, 2022.

- Appointment of Mr. Kalpesh Bhupatbhai Dave as Company Secretary and Compliance officer of the Company w.e.f December 01, 2022.

- Resignation of Ms. Chetna Dharajiya as Company

Secretary and Compliance officer of the Company w.e.f November 30, 2022.

There was no other change in the composition of the Board of Directors and Key Managerial Personnel during the FY 2022-23, except as stated above.

Pursuant to provisions of the Act, and Articles of Association of the Company, Mrs. Sulochana Gupta (DIN: 00028225) Non-Executive Director of the Company is liable to retire positive by rotation and being eligible, has offered herself for reappointment. Brief resume, nature of expertise, details of directorships held in other companies of the above Director proposed to be re-appointed, along with her shareholding in the Company, as stipulated under Secretarial Standard – 2

(Secretarial Standard on General Meeting) and Regulation 36 of the Listing Regulations, is appended as an annexure to the

Notice of the Annual General Meeting.

All the Directors of the Company have confirmedthat they are not disqualified from being appointed as Directors in terms of Section 164 of the Act, and not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company or any other Company where such Director holds such position in terms of Regulation (10)(i) of Part C of

Schedule V of Listing Regulations. A Certificate to this effect, duly signed by Mr. Niraj Trivedi, Practicing Company Secretary is annexed as Annexure - E to this report.

The Board of Directors is of the opinion that all Directors including the Independent Directors of the Company possess requisite proficiency, expertise and experience.

Details of Familiarisation Programme for the Independent Directors are provided separately in the Corporate Governance Report which forms part of this Annual Report.

Key Managerial Personnel:

Pursuant to the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the following are the Key Managerial Personnel of the Company:

1. Mr . Manish Gupta: Chairman & Managing Director;

2. Mr . Sandeep Agrawal: Whole-Time Director;

3. Mr . Nagaraj Giridhar: Chief Financial Officer;

4. Mr . Kalpesh Bhupatbhai Dave: Company Secretary (w.e.f. December 01, 2022)

5. Ms . Chetna Dharajiya: Company Secretary. (up to November 30, 2022)

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Act, in relation to financial statements of the Company for the year ended March 31,

2023, the Board of Directors states that: a. in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under ScheduleIIIto theAct,havebeenfollowedand Details) Rules, 2014, all of which were in there are no material departures from the same; 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 as at March 31, 2023 and of the profit of the Company for the year ended March 31, 2023; c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the annual accounts / financial statements have been prepared on a ‘going concern basis; e. proper internal financial controls are in place and are operating effectively; and f. proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended from time to time), is set out herewith as Annexure-F to this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN BALANCE SHEET DATE AND DATE OF DIRECTORS REPORT e) years from the There were no material changes and commitments between the end of the financial year of the Company to which the

Financial Statements relates and date of Directors Report

Company affectingthefinancial position ofthe

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the FY 2022-23, the Company has entered into transactions with related parties as defined 2(76) of the Act, read with Companies (Specification of theDefinitions ordinary course of business and on arms length basis and in accordance with the provisions of the Act, read with the Rules issued thereunder and as per Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

All transactions with related parties were reviewed and approved by the Audit Committee. The details of the related party transactions as per Indian Accounting Standard (Ind AS) - 24 are set out in Note No. 38 to the Standalone Financial Statements forming part of this Annual Report.

Further the transactions of the Company with person or entity belonging to the promoter / promoter group i.e. Mr. Manish Gupta who hold(s) 10% or more shareholding in the Company are set out in Note No. 38(b)(e) to the

Standalone Financial Statements forming part of this Annual Report.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure-G to this report.

AUDITORS a. Statutory Auditors and Auditors Report

As per the provisions of Sections 139, 142 and all other applicable provisions of the Act, (including any statutory modification(s) or re-enactment thereof, for the time being in force) at the 31^st Annual General Meeting of the Company held on August 12, 2022, the

Members of the Company had appointed M/s. Kantilal

Patel & Co, Chartered Accountants (Firm Registration No. 104744W), as Statutory Auditors of the Company toholdtheoffice foratermof5 conclusion of 31^st (thirty first) Annual General Meeting till the conclusion of the 36^th Annual General Meeting to be held in the year 2027. The Statutory Auditors have confirmed that they are not disqualified to hold the office of the Statutory Auditor.

The Statutory Auditors report does not contain any qualification, reservation or adverse remark and is self-explanatory and unmodifiedand thus does not require any further clarifications / comments. The Statutory

Auditors have not reported any incident of fraud to the

Audit Committee of the Company during the FY 2022-23.

b. Cost Auditors

The Company had appointed M/s. N. D. Birla & Co.,

Cost Accountants, Ahmedabad (Membership No.

7907) as Cost Auditors of the Companyunder Section for audit of cost accounting records of its activities for the

FY 2022-23. Pursuant to Section 148 of the Act, read with the Rules issued thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Boards of Directors of the Company, on the recommendations made by the Audit Committee, at its meeting held on May 06, 2023, has approved the appointment of M/s. N. D. Birla & Co., Cost Accountants,

Ahmedabad (Membership No. 7907) as Cost Auditor of the Company to conduct the audit of cost records for the

2023-24. The remuneration proposed to be paid to the Cost Auditors, subject to ratification of members at the ensuing 32^nd Annual General Meeting, would not exceed

Rs. 2,20,000/- (Rupees Two Lacs Twenty Thousand Only) excluding taxes and out of pocket expenses, if any.

The Company has received certificate from the Cost Auditors for eligibility u/s 141(3)(g) of the

Act, for appointment as Cost Auditors and his / its independence and arms length relationship with the Company.

c. Secretarial Auditors

Pursuant to Section 204 of the Act, \read with Rule 9 of the Companies development in the Society. Our approach (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mr. Niraj Trivedi, Practicing

Company Secretary, Vadodara as Secretarial Auditors of the Company for the FY 2022-23 to conduct Secretarial

Audit and the Secretarial Audit Report in Form MR-3 was furnished by him. The Secretarial Audit Report for FY 2022-23 is annexed herewith as Annexure-H to this report.

The Secretarial Auditors report does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications / comments.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism / Whistle Blower Policy, which was approved and adopted by the Board of Directors of the Company at its meeting held on July 26, 2014 and has been amended from time to time considering the new requirements / amendments in the Regulations. The said policy provides a formal mechanism for all Directors and employees of the Company to approach Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud and violation of the Companys Code of Conduct and

Business Ethics. Under the Policy, each Director / employee of the Company has an assured access to the Chairman of the Audit Committee.

Further, SEBI vide its notification dated December 31, 2018, has amended the provisions under the SEBI (Prohibition of Insider Trading) Regulations, 2015, by issuance of SEBI (Prohibition of Insider Trading) (Amendment) Regulations,

2018, which came into effect from April 01, 2019, which inter alia, provides for the “Written Policies and Procedures” for inquiry in case of leak of unpublished price sensitive information (“UPSI”) or suspected leak of UPSI and to have a “Whistler Blower Policy” and to make Directors and employees aware of such policy to enable them to report instances of leak of UPSI.

Pursuant to above and in order to effect the amendments as notified by SEBI, for time to time, in the above Regulations, the Board of Directors of the Company has approved and adopted the revised “Vigil Mechanism / Whistle Blower Policy” which is displayed on the website of the Company. (URL: https://www.ambujagroup.com/wp-content/uploads /2019/05/Vigil-Mechanism-Policy_23.01.2020.pdf)

CORPORATE SOCIAL RESPONSIBILITY

The Company has consistently contributed towards the welfare of the community owing to its philosophy, also had a relentless approach towards its CSR initiatives and brought isa significant to benefit the entire ecosystem of which we are an integral part. We are committed towards our inter-reliant ecosystem of customers, shareholders, associates, employees, Government, environment and society. The Company is highly committed to continue its business in an environment which is eco-friendly, ethical as well as society driven. The Company looks forwards for the overall development of people around it and believes in giving back to the society.

The Company has framed a policy for the Corporate Social

Responsibility laying down the guidelines for sustainable development of the society.

During the FY 2022-23, the Company has undertaken directly and indirectly various initiatives contributing to the environment including environmental sustainability, implementing environmental plan through planting trees & plants, providing safe drinking water facilities, sanitation facilities, rural development, women empowerment, animal welfare, conservation of natural resources, etc. The Company has also developed comprehensive plan for carrying out activities focusing on promoting education, health care including preventive health care programme to eradicate hunger, poverty & malnutrition. The Company also developed comprehensive plan for carrying out employment and employability through skill development and training, upliftment of rural and backward area through

Rural Development Projects and also supporting various community development projects in locations, where the Company operates. The Company has also framed Annual

Action Plan for efficient spending of amount allocated for

Corporate Social Expenditure for FY 2022-23, which is available on the website of the Company.

(URL: https://www.ambujagroup.com/wp-content/uploads /2023/05/Annual%20Action%20Plan%202022-23.pdf) The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutorymodification(s)or re-enactment(s) thereof, for the time being in force), is annexed herewith as Annexure-I to this report and also displayed on the website of the Company.

(URL: https://www.ambujagroup.com/wp-content/ uploads/2023/08/FY%202022-23.pdf)

MEETINGS OF THE BOARD

5 (five) meetings of the Board of Directors were held during the FY 2022-23. The details of the meetings of the Board of Directors / Committees of the Board of Directors, are provided in the Corporate Governance Report, which forms part of this report.

COMMITTEES OF BOARD

As on March 31, 2023, the Board has eight (8) Committees including Mandatory and Non-mandatory Committees: Mandatory Committees includes: Audit Committee,

Nomination and Remuneration Committee, Stakeholders

Relationship Committee, Corporate Social Responsibility

Committee, Risk Management Committee and Share Transfer

Committee. Non-mandatory Committees includes: Internal

Committee and Investment Committee. A detailed note on the composition of the mandatory committees, meetings held during the year and its major terms of reference are provided in the Corporate Governance Report, which forms part of this report.

Further as per Section 177(8) of the Act, as amended from time to time, there have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board of Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The details of the training and familiarisation programme are provided in the Corporate Governance Report, which forms part of this report and same is also available on the website of the Company. (URL: https://www.ambujagroup.com/wp-content/uploads /2021/01/Details%20of%20familiarization%20programmes. pdf)

RISK MANAGEMENT

The Company recognises that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Company through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

The Committee reports to the Board of Directors of the Company. At plants / units level, Internal Committees have been formed, headed by plants / units heads of respective plants / units and functional departmental heads. Such Committees report to the Risk Management Committee from time to time. The Board of Directors has developed and implemented Risk Management Policy for the Company. There are no risks which in the opinion of the Board of

Directors threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions, if any, of the Act, read with the Rules thereunder

(including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and regulation 19 of the

Listing Regulations, Board of Directors of the Company has in its meeting held on May 06, 2023 approved and adopted a revised Nomination and Remuneration Policy of the Company relating to the remuneration for the Directors, Key Managerial Personnels (KMPs), Senior Management Personnel and other employees of the Company.

The brief outline / salient features of Nomination and Remuneration Policy, inter alia, includes: (I) Objects of the Policy: a. ensure that Directors, KMPs and Senior Management Personnels are remunerated in a way that reflects the Companys long-term strategy; b. align individual and team reward with business performance in both the short term and long term; c. enc ourage executives to perform to their fullest capacity; d. to be competitive and cost effective; e. formulation of criteria for identification and selection of the suitable candidates for the various positions; f. to recommend policy relating to the remuneration for the Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company; g. r ecommend to Board on appropriate criteria for the Directors and carry on the performance evaluation of the Directors; h. to identify ongoing training and education programs for the Board to ensure that Non-

Executive Directors are provided with adequate information regarding options of the business, the industry and their legal responsibilities and duties; i. to assist Board in ensuring Board nomination process in accordance with the Board Diversity policy; j. to recommend to the Board, all remuneration, in whatever form, payable to Senior Management.

(II) The Nomination and Remuneration Committee recommend remuneration considering below criteria / principle: a. level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the

Company successfully; b. r elationship of remuneration to is clear and meets appropriate performance benchmarks; c. r emuneration to Directors, KMPs and

Management Personnels involves a balance fix and incentive pay reflecting short between and long-term performance objectives appropriate to the working of the Company and its goals.

(III) Criteria for selection of members on the Board of Directors and candidates for KMP and Senior Management Personnel

(IV) T erm / tenure of appointment, removal, retirement (V) Remuneration Policy for Directors, KMPs and other employees

(VI) Con tents of Remuneration Package (VII) E valuation process (VIII) Flexibility , judgment and discretion

The Nomination and Remuneration Policy of the Company is displayed on the website of the Company. (URL: https:// www.ambujagroup.com/wp-content/uploads/2019/05/ Nomination%20and%20Remuneration%20Policy.pdf) The information required under Section 197 of the Act, read with Rule 5 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial

Personnel) Amendments Rules, 2016, as amended from time to time, in respect of Directors / employees of the Company is set out in Annexure-J to this report.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Executive and Non- Executive Directors of the Company as per Section 178 of the

Act, as amended from time to time, and as per Regulation

19 of the Listing Regulations. The criteria was set based on various attributes, inter alia, profile,experience, contribution, dedication, knowledge, sharing of information with the Board, regularity of attendance, aptitude & effectiveness, preparedness & participation, team work, decision making shall process, their roles, rights, responsibilities in the Company, monitoring & managing potential conflict of interest of management, providing fair and constructive feedback & strategic guidance and contribution of each Director to the growth of the Company.

The Company has devised the Boards Performance

Evaluation Policy document along with performance evaluation criteria / form for Independent and Non-Independent Directors of the Company and criteria for evaluation of Boards / Committees performance along with remarks and suggestions. The performance of the Senior

Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

Separate meeting of Independent Directors of the Company was held on January 28, 2023 and it reviewed the performance of Non-Independent Directors & the Board as a whole and also reviewed the performance of Chairman of the Company.

The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company continue to remain listed on BSE Limited and National Stock Exchange of India Limited. The annual listing fees for the 2023-24 has been paid to these Stock Exchanges.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Board of Directors of the Company at its meeting held on January 30, 2016, has approved and revised the Policy for Prevention of Sexual Harassment of Women as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended from time to time). As per the provisions of the said Act, the Company cial statements has constituted Committees in the name of “Internal Complaints

& all the Units of Committee”forthe Registered Office the

Company.

During the FY 2022-23, there was no complaint received pertaining to Sexual Harassment.

Further pursuant to amendments in Schedule V, Part C of

Listing Regulations, the Company is required to disclose the number of complaints filed year and pending as on end of the financial year. Considering the above amendments to be included in the existing policy, the Board of Directors of the Company has approved and adopted revised ‘Policy on Protection of Women against

Sexual Harassment at Work place on March 30, 2019. Further the details / disclosure pertaining to number of complaints filed and disposed during the FY 2022-23 end of the financial year i.e. March 31, 2023 are provided in the

Corporate Governance Report, which forms part of this report.

DECLARATION OF INDEPENDENCE

The Company has received necessary / material orders passed bydeclarations from each of the Independent Directors under Section 149(7) of the Act, that they meet the criteria of independence laid down in Section 149(6) of the Act, and Regulations 16(1)(b) & 25 of the Listing Regulations and also in the opinion of the Board and as confirmed by these Directors, they fulfill conditions specified in Section 149 of the Act, and the Rules made thereunder about their status as Independent Directors of the Company.

The Company has also received necessary declarations from each of the Independent Directors that they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs.

ANNUAL RETURN

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) time being in force), the Annual Return in Form No. MGT-7 is displayed on the website of the Company.

(URL: https://www.ambujagroup.com/wp-content/ uploads/2023/08/F.Y.%202022-2023.pdf)

INTERNAL FINANCIAL CONTROLS AND LEGAL COMPLIANCE REVIEW

The Company has in place adequate internal financial . The Board controlswithreferenceto has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safe guarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures

The Company has devised systems to ensure compliance with the provisions of all applicable laws to the Company.

During the year, the Internal Auditor of the Company were assigned the responsibility for ensuring and reviewing the adequacy of legal compliance systems in the Company as required under the Act, Compliance with all laws applicable to the Company was checked by the Internal Auditor and no non-compliance with laws applicable to the Company was pendingason reported to the Company.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS theThere were no significant Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

MAINTENANCE OF COST RECORDS the

The Company is required to maintain cost records as specified section (1) of Section 148 of the Act, and accordingly such accounts and records are made and maintained by the Company.

SECRETARIAL STANDARDS

During the FY 2022-23, The Company complies with all applicable secretarial standards issued by the Institute of

Company Secretaries of India.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDERTHEINSOLVENCYANDBANKRUPTCYCODE,2016 or re-enactment thereof, for the During the FY 2022-23, There was no application made nor any processing was pending under the Insolvency and

Bankruptcy Code, 2016.

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

During the FY 2022-23, there was no such instance.

HEALTH, SAFETY AND ENVIRONMENT

The safety excellence journey is a continuing process of the Company. For the Company, safety is of paramount importance and as a good corporate citizen; it is committed to ensure safety of all its employees & the people working for and on behalf of your Company, visitors to the premises of the Company and the communities we operate in. Employees at various plants of the Company were given training on basic and advanced fire safety including mock drills for emergency preparedness plan. Structured monitoring & review and a system of positive compliance reporting are in place. There is a strong focus on safety with adequate thrust on employees safety. The Company is implementing programme to eliminate fatalities and injuries at work place. Quarterly reports on health, safety and environment from each plants

/ units of the Company are received by the Company and the same are placed before the Board of Directors for their review. The Company has been achieving continuous improvement in safety performance through a combination of systems and processes as well as co-operation and support of all employees. Each and every safety incidents at plants / units, if any, are recorded and investigated.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Human Resources are vital and most valuable assets for the growthCompany. They play a significant strategy. Your Company emphasizes on talent nurturing, retention and engaging in a cordial, amicable and constructive relationship with employees with a focus on productivity and efficiency and underlining safe working practices. The Board of Directors also value the professionalism and commitment of all employees of the Company and place on record their appreciation and acknowledgement of the efforts, dedication and contribution made by employees at all levels that has contributed to Companys success and remain in the forefront of Agro based Industry business. The Board of Directors wish to place on record the co-operation received from all the valuable employees, staff and workers at all levels and at all plants / units.

ENHANCING SHAREHOLDERS VALUE

The Company accords top priority for creating and enhancing shareholders value. All the Companys operations are guided and aligned towards maximising shareholders value.

APPRECIATION & ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank Companys employees for their dedicated service and firm commitment to the goals & vision of the Company. Your Directors take this opportunity to thank our customers for their continued loyalty with our products which has resulted in the

Companys extraordinary success in industry even in these unprecedented times. The Board also wishes to place on record its sincere appreciation for the wholehearted support received from the shareholders, investors and bankers.

Further we would also like to acknowledge the support and assistance extended by the Regulatory Authorities such as SEBI, Stock Exchanges and other Central & State Government authorities and agencies, Auditors, Registrars, Legal Advisors and other consultants. We look forward to continued support of all them in future as well.

For and on behalf of the Board of Directors
	MANISH GUPTA
Place : Ahmedabad	Chairman & Managing Director
Date : August 05, 2023	(DIN:00028196)