Amba Enterprises Ltd

Dear Members,

Your directors present the Thirty Second Annual Report of the Company together with the audited financial statements for the financial year ended March 31^st, 2024.

FINANCIAL PERFORMANCE

The financial performance of the Company is as follows:

REVIEW OF PERFORMANCE

During the year under review, your Company has earned Income of Rs 2,82,78,26,271.12 as compared to Rs. 2,18,47,29,212.37 in the previous financial year. The net Profit after tax was Rs. 6,16,58,928.91/- against the net Profit of Rs 4,72,77,120.20/- in the previous financial year

DIVIDEND:

We recommend a final dividend at the rate of 10% of total equity share capital (i.e. Rs. 0.50 paise per equity shares of Rs.5 each) for the year ended 31st March, 2024.

SHARE CAPITAL

During the year under review, there were no changes in the Share Capital of the Company. TRANSFER TO GENERAL RESERVES

The Board has not decided to transfer any General Reserves for the year under review. DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as at March 31, 2024.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees, investments and security, as required under the provisions of section 186 of the Act are provided in the note no. 5 & note No.6 forming part of the Financial Statements, which forms part of this Annual Report.

MATERIAL CHANGES AND COMMITMENT AFFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year under review, there have been no material changes and commitments affecting the financial position of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operations.

DETAILS OF REMUNERATION TO DIRECTORS

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is given in ANNEXURE - I

REMUNERATION OF EMPLOYEE

During the year under review all employee remuneration is not more than Rs. 50000(Fifty thousand) other than Mrs. Chhaya K Mehta.Details as below and also part of Annexure -I

CORPORATE SOCIAL RESPONSIBILTY

In accordance with the requirements of the section 135 of the Companies Act,2013, the Company has a Corporate Social Responsibility Committee, the terms of reference and other details of which are provided in the corporate governance report. The CSR Policy has been framed and posted on the website of the company, www.ambaltd.com.

As required by Section 134(3)(o) of the Companies Act,2013 and rule 9 of the Companies (Corporate Social Responsibility) Rules,2014. Annual Report on CSR activities is annexed as "Annexure-II" and forms integral part of this report.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act,2013 and Rule 12 of the Companies (Management and Administration) Rules,2014. The Annual Return of the Company is available on the website of the Company at the weblink https://www.ambaltd.com/index.php/investor-relation/12- annual-return

AUDITORS: l.Statutory Auditors

In accordance with the provisions of section 139 of the Companies Act, 2013, M/s MASD & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company to hold office for a period of 1(one) year i.e. from the conclusion of the 31^st Annual General Meeting (AGM) of the Company held on 23^rd August, 2023 up to the conclusion of the 32^nd AGM of the Company.

Pursuant to the recommendation of the Audit Committee, the Board of Directors of the Company at their meeting held on 06^th August, 2024 proposed and recommended to the members of the Company, re-appointment of M/s BILIMORIA MEHTA AND CO. (Firm Registration No. 146249W), (Name Changed after restructuring of M/s MASD & Co.),as the Statutory Auditors of the Company to hold office for a period of 5(Five) year from the conclusion of 32^nd Annual General Meeting of the Company till the conclusion of 37^th Annual General Meeting of the Company for a second term. The Company has also received written consent and eligibility certificate from M/ s BILIMORIA MEHTA AND CO., Chartered Accountants under Section 141 of the Act. M/ s BILIMORIA MEHTA AND CO. also holds peer review certificate issued by the Institute of Chartered Accountants of India. The resolution for the re-appointment of M/s BILIMORIA MEHTA AND CO. (Firm Registration No. 146249W), Chartered Accountants, as statutory auditors of the Company has been placed at the ensuing AGM for approval of members of the Company.

2. Auditors' Report

The Auditors' Report on the audited standalone financial statements of the Company for the year ended 31st March, 2024 issued by M/ s MASD & Co., Chartered Accountants, Statutory Auditors of the Company forms part of this Annual Report. The Auditors' Report does not contain any qualifications, reservations, adverse remarks or disclaimer. In terms of the provisions of Section 143(12) of the Act, no frauds have been reported by the Statutory Auditors in their report for the year under review. Notes to the Financial Statements are self-explanatory and do not call for any further comments.

3. Secretarial Auditor

M/s. SARK & Associates, Practicing Company Secretary were appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2023-24, as required under section 204 of the Act and Rules made thereunder.

The Secretarial Audit Report for the financial year 2023-24 is given as ANNEXURE III, which forms part of this Report.

The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all transactions entered into by the Company with related parties were in the ordinary course of business and on an arm's length basis. Particulars of contracts or arrangements with related parties as required under section 134(3)(h) of the Act, in the prescribed Form AOC-2 is given in ANNEXURE IV, which forms part of this Report.

Disclosure of transactions with related parties as required under Listing Regulations and the applicable Accounting Standards is given in the Note no. 35 forming part of the Financial Statements.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, 9 (Nine) board meetings were held on 15.05.2023, 30.05.2023,

24.06.2023, 18.07.2023, 14.08.2023, 07.11.2023, 12.12.2023,05.02.2024 and 07.02.2024. The gap between the two board meetings did not exceed 120 days.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Year under review below Changes were made for Directors of Company in directors for FY 2023-24.

PRESENT BOARD STRUCTURE OF THE COMPANY AT THE TIME OF SIGNING BOARD REPORT

DIRECTOR RETIRING BY ROTATION:

To Re-appoint Mrs. Sarika Bhise (DIN:06987209), Director, who retire by rotation in compliance of the provisions of Section 152 of the Companies Act, 2013 (hereinafter called "the Act") and being eligible, offers herself for re-appointment. A Resolution seeking shareholders' approval for his re-appointment along with other required details forms part of the Notice.

APPOINTMENT OF INDEPENDENT DIRECTORS AND EXECUTIVE DIRECTOR:

Appointment Mr. Dharmendra Kanaiyalal Mehta and Regularisation of Mr. Darshan Mukundray Sanghavi as an Independent director for the period of 5(five) year in upcoming AGM subject to approval of shareholders, required details about them appointment already given in notice of this Annual Report.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of the SEBI (LODR) Regulations, 2015.

ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis. The Internal Financial Control System has been routinely tested and certified by Statutory as well as Internal Auditors. Significant Audit observations and follow up actions thereon are reported to the Audit Committee.

POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and such other matters as provided under sub-section (3) of Section 178 of the Act, forms part of the Corporate Governance Report. Gist of this policy is given in ANNEXURE - V which forms part of this report and also available at the Company's website at www.ambaltd.com.

EVALUATION OF BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with rules issued thereunder and Regulation 17(10) of the Listing Regulations and guidance note issued by SEBI, the Independent Directors of the Board carried out the annual evaluation of the performance of the Board as a whole, the Directors individually as well as of various Committees of the Board. The performance evaluation of the Independent Directors was carried out by the Nomination and Remuneration Committee and was noted by the Board.

BOARD COMMITTEES:

Your Company has following Committees of Board, viz,

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Corporate Governance Report which forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors' Responsibility Statement, your Directors hereby confirm that:

• in the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards have been followed;

• they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

• they have taken proper and sufficient care towards 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 irregularities;

• they have prepared the annual accounts on a going concern basis;

• they have laid down Internal Financial Controls, which are adequate and are operating effectively;

• they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

RISK MANAGEMENT AND INTERNAL CONTROLS

The Company has a well-defined risk management framework in place. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

SUSPENSION OF TRADING

The Company did not suspend from trading during the year 2023-24.

CORPORATE GOVERNANCE REPORT

The Company's Corporate Governance Report for the year under review, forms part of this Annual Report.

A certificate from the Statutory Auditors of the Company regarding the compliance with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para-C and D of Schedule V of the Listing Regulations, is annexed to Corporate Governance Report and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under regulation 34 read with Schedule V of the Listing Regulations, forms part of this Annual Report.

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

The details relating to nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Companies' (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development are as follows:

Power & fuel Consumption

Consumption per unit of production

RESEARCH & DEVELOPMENT:

During the year the board of Director has not conducted any Research & Development activity.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

Efforts are being made towards Technology adaption and innovation. The Company at present does not have any formal technical collaboration.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

LISTING OF SHARES OF THE COMPANY

The Equity Shares of your Company continue to remain listed on Bombay Stock Exchange Ltd. The listing fees as applicable has been paid to the BSE Limited for the financial year 2023-24.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company has Vigil Mechanism and Whistle Blower Policy for Stakeholders of the Company to report genuine concerns that could have serious impact on the operations and performance of the business of the Company and also available on the Company's website at www.ambaltd.com

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Complaint Redressal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy is available on the Company's website www.ambaltd.com.

Constitution of POSH Committee:

*Constituted w.e.f. July 2019.

The following is summary of sexual harassment complaints received and disposed off during the calendar year:

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Companies Act, 2013, Investor Education and Protection Fund Authority (Accounting, Audit, transfer and Refund) Rules, 2016 ('IEPFRules') read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ('IEPF Fund') constituted by the Central Government. Pursuant to the provisions of IEPF Rules, all shares in respect of which dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the designated demat account of the IEPF Authority ('IEPF Demat Account') within a period of thirty days of such shares becoming due to be transferred to the IEPF Account.

In respect of Final Dividend for the financial year 2015-16 due for transfer to IEPF as on 31^st August, 2023, before this the Company had sent individual notices and also advertised in the newspapers seeking action from the members who had not claimed their dividends for seven consecutive years or more. Thereafter, the Company has transferred such unpaid or unclaimed dividends and corresponding shares to IEPF. Members/ claimants whose shares or unclaimed dividend had been transferred to the IEPF Demat Account or the : IEPF Fund, as the case may be, may claim the shares or apply for a refund by making an application to the IEPF Authority in Form IEPF -5 (available on http://www.iepf.gov.in).

Dividend and other amounts transferred/credited to IEPF during 2023-24

The details of dividend and other unpaid/unclaimed amounts transferred to IEPF during the year are provided below.Dividend and other unpaid/unclaimed amounts transferred to IEPF during the year

Shares transferred/credited to IEPF during FY 2023-24

During the year, the Company has transferred 8,15,314 equity shares of 5/- each to IEPF.

The shareholders whose shares/ dividends have been transferred to IEPF can claim the same from IEPF in accordance with the prescribed procedure and on submission of such documents as prescribed under the IEPF Rules. The process for claiming the unpaid shares/dividends out of IEPF can be accessed on the IEPF website at www.iepf.gov.in and on the website of the Company at www.ambaltd.com

ACKNOWLEDGEMENTS

The Board thanks our customers, bankers, investors, shareholders, vendors and other stakeholders for their continued support and patronage, extended to the Company and places on records its sincere appreciation of the wholehearted contribution made by our employees, for the Company's consistent growth and achievements.