Ambo Agritec Ltd

TO THE MEMBERS

Dear Shareholders,

Your directors have pleasure in presenting the 30^th Annual Report of Ambo Agritec Limited (‘the Company’) along with the audited financial statements for the financial year ended 31^st March 2024.

1. FINANCIAL SUMMARY

The Company’s financial performances for the year under review along with previous year’s figures are given hereunder: (INR in Lacs)

2. PERFORMANCE OVERVIEW

The Company is primarily engaged in the business of manufacturing and trading activities. During the year 2023-24, The Company achieved a significant growth of 24.83% in revenue from operations, increasing from 8,100.55 million in FY 2022-23 to 10,111.21 million in FY 2023-24. This robust growth reflects the successful execution of our strategic initiatives and strong market demand for our products/services. There has been no change in the nature of business of the Company during the financial year ended 31st March 2024.

3. DIVIDEND

The company has not declared any dividend to boost its resources.

4. PUBLIC DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits from public falling under the ambit of Section 73 of the Companies Act, 2013 ("Act") read with the Companies (Acceptance of

Deposits) Rules, 2014.

5. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with respect to financial statements. The policies and procedures adopted by the Company to ensure prevention and detection of frauds and errors, accuracy and completeness of the records and timely preparation of reliable financial statements. No Reportable material weakness in the design or operation was observed during the year.

6. CAPITAL EXPENDITURE

Capital expenditure of NIL was incurred during the year 2023-24.

7. DIRECTOR

As on 31^st March, 2024, the Board consisted of six (6) Directors comprising of three Non-Executive Directors including, namely Mr. Ashok Kumar Singh (DIN: 07835470), Mr. Tapas Sankar Chattopadhyay (DIN: 09726885) and Mrs. Geentanjali Sabrewal Agarwal (DIN: 02450717) and three executive Directors, namely Mr. Umesh Kumar Agarwal (DIN: 00210217), Mr. Saikat Chatterjee (DIN: 08511896) and Mr. Rang Nath Lahoti (DIN: 09561412). The position of the Chairman of the Board and the Managing Director are held by the same individual, Mr. Umesh Kumar Agarwal, Executive director is the Chairman of the Board. The profile of all the Directors can be accessed on the Company’s website at http://www.amboagritec.com/

None of the Directors of the Company have incurred any disqualification under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. All the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such regulatory authority.

In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth. The detailed analysis of various skills, qualifications and attributes as required and available with the Board has been presented in the Corporate Governance Report.

Mr. Atish Kumar Roy holds the position of the Chief Financial Officer of the Company.

Mrs. Konika Poddar was appointed as the Company Secretary and Compliance Officer of the Company with effect from 9^th February, 2024.

In terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company for the FY 2023-24 are:

Mr. Umesh Kumar Agarwal - Managing Director Mr. Atish Kumar Roy - Chief Financial Officer Mrs. Konika Poddar - Company Secretary

The Company’s Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with

Schedule IV of the Act and the Company’s Code of Conduct. Further, in terms of Section 150 of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors hold highest standard of integrity and possess the requisite qualifications, experience, expertise and proficiency.

8. AUDITORS

The members of the Company at the 28^th Annual General Meeting held on September 30, 2022, had appointed M/s Dokania S. Kumar & Co., Chartered Accountant (Firm Registration No. 322919E) as the Statutory Auditors of the Company to hold office for a term of 5 consecutive years i.e. from the conclusion of the 28^th Annual General Meeting till the conclusion of the 33^rd Annual General Meeting to be held in the year 2027. M/s Dokania S. Kumar & Co., Chartered Accountant, have consented their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with section 139 read with section 141 of the Companies Act, 2013.

M/s Dokania S. Kumar & Co., Chartered Accountant, have also provided confirmation that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the ‘Peer Review Board’ of the ICAI.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the financial statements of the Company for the year ended March 31, 2024.

9. SECRETARIAL AUDITOR

Sneha Agarwal, Practicing Company Secretaries have carried out Secretarial Audit under the provisions of Section 204 of the Act, for the financial year 2023-24 and submitted their report, which is annexed to this report. The report does not contain any qualification, reservation or adverse remark or disclaimer. The Secretarial Audit Report for the financial year ended 31^st March, 2024, is annexed and forms part of the Report.

As specified by the Central Government under Section 148(1) of the Companies Act, 2013, the cost records are required to be maintained by the Company and accordingly such accounts and records are being maintained. However, the provisions of appointing Cost Auditor is not applicable for the financial year ending 31^st March, 2024.

Particulars of loans and advances given are provided under note no. 13 and 18 to the financial statement. Particulars of investment made are provided under note no. 12 to the financial statement provided in this Annual Report. The Company has not given any guarantee or security in connection with a loan to any other body corporate or person.

12. WHOLLY OWNED SUBSIDIARY

The Company Ambo Agritec Limited have a subsidiary Company AMBO Refineries Limited.

The Board has adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Directors, including the Chairman of the Board as per the requirements as specified in the guidance note issued by the Securities Exchange Board of India (SEBI) and the provisions of the Companies Act, 2013. The performance evaluation exercise was carried out through a structured evaluation process (by circulation of detailed evaluation matrix to all the Directors and was reviewed & confirmed by each Director) covering various aspects of the functioning of the Board and Committees such as their composition, experience& competencies, performance of specific duties & obligations, governance issues etc. NRC reviewed the performance of individual Directors on the basis of criteria as specified in the Guidance note and in a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. The above evaluations were then discussed in the Board meeting and performance evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated and the Board was satisfied with their performances, which reflected the overall engagement of the Board, Committees and the directors with the Company.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the

Ambo Agritec Limited Code of Conduct (‘CoC’), any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the CoC cannot be undermined. Hence, the Company has established a vigil mechanism through "Ambo Agritec Limited Whistle Blower Policy" to enable employees, trainees, directors and Vendors of the Company, to report genuine concerns, unethical behavior, actual or suspected fraud, and violation of Company’s Insider Trading Code, any unlawful act or violation of the Company’s Code of

Conduct. The mechanism provides for adequate safeguards against victimization of the whistle blower and also provides for direct access to the Chairman of the audit committee. There were no whistle blower complaints received by the Company during the year.

15. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

SEBI has mandated that the Business Responsibility and Sustainability Reporting (BRSR) shall be applicable to the top 1,000 listed entities (by market cap) for reporting on a mandatory basis from FY 2023-24. The Company does not fall under the list of top 1,000 listed entities, so BRSR is not applicable to the Company.

16. BUSINESS RISK MANAGEMENT:

The Company's management systems, organizational structures, processes, codes of conduct together form the basis of risk management system that governs and manages associated risks. The Board does not foresee any risk which may threaten the existence of the Company.

EARNING AND OUTGOING

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 are provided hereunder:

the steps taken or impact on conservation of energy:

The Company has used various energy conservation measures that impact conservation of the environment. The company is preventing wastage, using the latest energy efficient technology like inverter based air conditioners, replacing old conventional light fittings with latest generation CFL and LED light fittings to reduce the overall power consumption. The Company is promoting maximum usage of natural light in the day time by placing side glass windows.

the steps taken by the company for utilizing alternate sources of energy:

The Company is exploring ways and ideas through which it can utilize alternate sources of energy in energy intensive production line in place of conventional sources of energy, its viability, and cost effectiveness. No capital investment was made by the Company in energy conservation equipment.

the capital investment on energy conservation equipments;

No capital investment was made by the Company in energy conservation equipment.

Energy Consumption:

TECHNOLOGY ABSORPTION:

The Company is making efforts to improve process, design and planning across its manufacturing section. The Company is constantly trying to adapt various advanced methodologies in production process, to reduce its cost of production, improve the quality of products and to establish itself as one of the sought after brands in the plywood industry. The company has not imported any foreign technology during the last three years. The Company has not incurred any major expenditure which can be appropriated to Research and Development work.

Foreign Exchange Outgo:

For 2024, CIF Value of Import Rs. 164,70,902.33 For 2023, CIF Value of Import Rs. 16,46,75,531.20 For 2022, CIF Value of Import Rs. 49,16,91,334.16

For 2024, FOB Value of Export Rs. 160,54,546.97 For 2023, FOB Value of Export Rs. 4,27,12,256.31 For 2022, FOB Value of Export Rs. 1,67,95,152.87

As required under Section 134(3)(o) of the Act, the provisions of the Corporate Social Responsibility is not applicable on the Company.

Pursuant to Section 134(3)(c) of the Act, it is hereby confirmed that;

a. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no 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 as at 31st March 2024 and of the profit of the Company for the year ended on that date;

c. That directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis;

e. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

19. DISCLOSURES UNDER COMPANIES ACT, 2013 19.1 Extract of the Annual Return:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available athttp://www.amboagritec.com/

The Board of Directors met 12 (Twelve) times during the year 2023-24. The details of the Board meetings and the attendance of the Directors is provided in the Corporate Governance Report.

Details of memberships and attendance of various committee meetings are given in Corporate Governance Report. The Board has accepted / considered all recommendations made by the Committees to the Board during the financial year.

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no related party transactions made by the company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. A detailed report on contracts & arrangements made with related parties during the financial year 2023-24 being arm’s length transaction have been reported and annexed as note no. 31 to the financial statements.

The following policies approved by the Board of Directors of the Company were uploaded and are available in the Company’s website at the web link: http://www.amboagritec.com/

23.1.1 Code of Business conduct and ethics by the Board Members & Senior Management 23.1.2 Corporate Social Responsibility Policy 23.1.3 Related Party Transaction Policy 23.1.4 Nomination and Remuneration Policy 23.1.5 Whistle Blower Policy 23.1.6 Policy for Prohibition of Insider Trading 23.1.7 Policy on Criteria for Determining Materiality of Events 23.1.8 Dividend Distribution Policy 23.1.9 Corporate Governance Policy 23.1.10 Policy on Familiarisation of Independent Directors and Other Programs 23.1.11 Material subsidiary policy

23.2 Company’s policy on directors’ appointment and remuneration including criteria determining for qualification, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act is provided in the Corporate Governance Report.

24. PARTICULARS OF DISCLOSURES AS REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT, 2013

The ratio of the remuneration of each director to the median remuneration of the employees for the financial year and such other details as required are as given below:

Mr. Umesh Kumar Agarwal, Managing Director, (DIN: 00210217) Mr. Tapas Sankar Chattopadhyay Independent Director, (DIN: 09726885) Mr. Ashok Kumar Singh Independent Director, (DIN: 07835470)

The remuneration of Directors and employees are as per the remuneration policy of the Company. The statement of particulars of employees as per Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, for the year ended 31st March 2024, is given in Annexure 6and forms part of this Report.

The Composition of Committees of The Board of Directors are as follows:

26. NOMINATION AND REMUNERATION COMMITTEE

The Composition of Committees of The Board of Directors are as follows:

The Composition of Committees of The Board of Directors are as follows:

28. CORPORATE GOVERNANCE

The Company has complied with the provisions of the Listing Regulations concerning corporate governance and a report to this effect is attached, as required by Under Schedule V of the Listing Regulation. The certificate issued by the auditors of the Company regarding compliance with the corporate governance requirements is also annexed to this report. The Managing Director (CEO) and the Chief Financial Officer (CFO) of the Company have certified to the board on financial statements and other matters in accordance with Regulation 17(8) of the Listing Regulations pertaining to CEO/ CFO certification for the financial year ended 31st March 2024.Further, applicable Secretarial Standards have been complied with. The management discussion and analysis report, as required by the Listing Regulation and various disclosures required under the Act is also attached and forms part of this report.

29. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has a structured familiarization program for independent Directors of the Company which also extends to other Non-Executive Directors to ensure that Directors are familiarized with their function, role, rights, responsibilities and the nature of the company business. The Board of Directors has complete access to the information within the Company. Presentations are made to the Board of Directors at all the Meetings and all Committees of the Board on various matters, where Directors get an opportunity to interact with Senior

Management. Presentations, interalia, cover the Company’s strategy, business model, operations, markets, organization structure, product offerings, finance, risk management framework, quarterly and annual results, human resources, technology, quality and such other areas as may arise from time to time. The Company also issues appointment letters to the Independent Directors which also incorporates their role, duties and responsibilities. Further, regulatory updates on regulatory changes are also periodically placed before the Board. The details of familiarization programme have been hosted in the web site of the Company under the weblinkhttp://www.amboagritec.com/

The Company has adopted the Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. In compliance with the provisions under Section 4 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, Internal Complaints Committee (ICC) of the Company has been constituted to redress complaints regarding sexual harassment. No complaint was received during the year 2023-24.

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

The directors thank the distributors, vendors and bankers for their continued support and assistance. The directors gratefully acknowledge the support rendered by them. The directors wish to place on record their appreciation of the excellent work done by employees of the Company at all levels during the year. The directors specially thank the shareholders for the confidence reposed by them in the Company.