Market & News

PERFORMANCE OVERVIEW

The financial statements for the financial year ended March 31, 2025, forming part of this Annual Report, have been prepared in accordance with the Accounting Standards as notified by the Ministry of Corporate Affairs and as amended from time to time.

The Company is primarily engaged in the business of manufacturing and trading activities. During the year 2024-25, the Company's revenue from operations increased from 10,111.21 lakhs in FY 2023-24 to 12,001.99 lakhs in FY 2024-25 This robust growth reflects the successful execution of our strategic initiatives and strong market demand for our products/services.

After accounting for all expenses including depreciation, exceptional items, the company earned a PAT of Rs. 190.74 lakhs during financial year 2025 as against Rs.140.40 lakhs during financial year 2024.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year ended 31^st March 2025.

DIVIDEND

In order to conserve the resources of the Company, the Directors do not recommend any dividend for the FY 2024-25.

SUBSIDIARY COMPANY, JOIN VENTURES AND ASSOCIATES COMPANY

Ambo Retail India Limited (Formerly Known as Ambo Refineries Limited) is the wholly-owned subsidiary of Ambo Agritec Limited. Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the report on performance and financial position of subsidiaries is included in the Consolidated Financial Statements of the Company. A statement containing salient features of the financial statements of Subsidiary Company pursuant to Section 129(3) of the Companies Act, 2013 (hereinafter referred to as ‘the Act') read with Rule 5 of the Companies (Accounts) Rules, 2014, is given in Form AOC-1 being marked as “Annexure-A” to this Report.

These documents will also be available for inspection during the business hours at the registered office of the Company.

The Company does not have any Joint venture or an Associate Company during the year under review.

The Company has a policy for determining the materiality of a subsidiary, which is available at http://www.amboagritec.com/disclouser/POLICY%20FOR%20DETERMINING%20MATERIAL%20SUBSIDIARIES.pdf .

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.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company's website http://www.amboagritec.com/

INTERNAL FINANCIAL CONTROL

According to Section 134(5) (e) of the Act, the term Internal Financial Control (‘IFC') means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and early detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Board is responsible for ensuring that internal financial control is laid down in the Company and that such controls are adequate and operating effectively. The Company's internal control systems commensurate with the nature of its business and the size and complexity of its operations. Internal Audit is conducted periodically and the internal auditor monitors and evaluates the efficiency and adequacy of internal control system including internal financial control in the company.

RISK MANAGEMENT

Your Company actively stimulates entrepreneurship throughout the organization and encourages its people to identify and seize opportunities. The current economic environment, in combination with significant growth ambitions of it, carries an evolving set of risks. Your Company recognizes that these risks need to be managed to protect its customers, employees, shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth.

Risk and opportunity management is therefore a key element of the overall strategy. This section provides an overview of the key strategic risks and control framework, and its approach to risk management.

CAPITAL EXPENDITURE

Capital expenditure of NIL was incurred during the year 2024-25.

SHARECAPITAL

During the financial year, company has increased its authorized share capital from Rs. 10,00,00,000 divided into 1,00,00,000 equity shares of Rs. 10 each to Rs. 25,00,00,000 divided into 2,50,00,000 equity shares of Rs. 10 each.

During the financial year, the company has raised funds from Promoters, Promoter Group and other Public Investors, on Preferential Basis by issuing up to 1,43,00,000 (One Crore Forty-three Lakh convertible equity shares warrants in one or more tranches to equity shares of 10/- each of the Company at a price of 30/- (including premium of 20/-) for each Warrant.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Act, with respect to a loan, guarantee, investment or security are not applicable to your Company, as your Company is engaged in providing infrastructural facilities which is exempted under Section 186 of the Act.

The particulars of loans, guarantee and investments made during the year under review, are given in the notes forming part of the financial statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under section 188 of the Companies Act, 2013 entered by the company during the financial year, were in the ordinary course of business and were on an arm's length basis.

The policy on Related Party Transaction is uploaded on the website of the company. The web link http://www.amboagritec.com/disclouser/POLICY%20ON%20MATERIALITY%20AND%20DEALING%20WITH%20RELAT ED%20PARTY%20TRANSATIONS%20(RPT).pdf. Details of the related party transaction made during the year are attached “Annexure-B” in form AOC-2 for your kind perusal and information.

DIRECTOR AND KEY MANAGERIALPERSONNEL

DIRECTORS

As on 31^st March, 2025, the Board consisted of five (5) Directors comprising of two Independent Director including, namely Mr. Shital Ray (DIN: 10810980), Mrs. Jaishree Lahoti (DIN: 10734021) and One non-Executive Non-Independent Director Mrs. Geentanjali Sabrewal Agarwal (DIN: 02450717) and two Executive Directors, namely Mr. Umesh Kumar Agarwal (DIN: 00210217) and Mr. Saikat Chatterjee (DIN: 08511896).

The position of the Chairman of the Board and the Managing Director are held by the same individual, Mr. Umesh Kumar Agarwal. 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.

Mr. Rang Nath Lahoti (DIN: 09561412) Executive Director of the Company, tendered his resignation from the Board of the Company with effect from 10th August, 2024, due to personal reasons and there was no other material reason for such resignation. The Board of Directors placed on record their sincere appreciation for the contributions made by Mr. Rang Nath Lahoti during his tenure as Executive Director of the Company.

Mr. Tapas Sankar Chattopadhyay (DIN: 09726885) Independent Director of the Company, tendered his resignation from the Board of the Company with effect from 10th August, 2024, due to personal reasons and there was no other material reason for such resignation. The Board of Directors placed on record their sincere appreciation for the contributions made by Mr. Tapas Sankar Chattopadhyay during his tenure as Independent Director of the Company.

Mr. Ashok Kumar Singh (DIN: 07835470) Independent Director of the Company, tendered his resignation from the Board of the Company with effect from 10th August, 2024, due to personal reasons and there was no other material reason for such resignation. The Board of Directors placed on record their sincere appreciation for the contributions made by Mr. Ashok Kumar Singh during his tenure as Independent Director of the Company.

Mrs. Jaishree Lahoti (DIN: 10734021) was appointed as an Independent Director of the Company on 10^thAugust, 2024, for a period of five years pursuant to the recommendation of Nomination & Remuneration Committee, the Board of Directors at their meeting held on 10^thAugust, 2024, has approved the appointment of Mrs. Jaishree Lahoti as an Independent Director of the Company not liable to retire by rotation for a period of five years with effect from 10^thAugust, 2024, which is approved by shareholders of the Company at the Annual General Meeting held on 13^th September, 2024, by way of special resolution.

Mr. Shital Ray (DIN: 10810980) was appointed as an Independent Director of the Company with effect from 14^thNovember, 2024, for a period of five years pursuant to the recommendation of Nomination & Remuneration Committee, the Board of Directors at their meeting held on 14^thNovember, 2024, has approved the appointment of Mr. Shital Ray as an Independent Director of the Company not liable to retire by rotation for a period of five years with effect from 14^thNovember, 2024, which is approved by shareholders of the Company at the Extra-Ordinary General Meeting held on 6^thJanuary, 2025, by way of special resolution.

KEY MANAGERIAL PERSONNEL

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

Mrs. Konika Poddar holds the position of the Company Secretary of the Company.

Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025 are:

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

DECLARATION BY INDPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013.

The Independent Directors have also submitted a declaration confirming that they have registered their names in the databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and the required directors have qualified the online proficiency self-assessment test in terms of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014. The board of directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion the Independent Directors fulfil the conditions specified in the Act and Listing Regulations and are independent of the management.

MEETING OF THE INDEPENDENT DIRECTORS

The Independent Directors of the Company met separately on 30^th May, 2024, without the presence of Non-Independent Directors and members of management. Mrs. Jaishree Lahoti chaired the Independent Director's meeting. Following matters were, inter alia, reviewed and discussed in the meeting:

Performance of Non-Independent Directors and the Board of Directors as a whole.

Performance of the Chairman of the Company after taking into account the views of Executive Directors. Assessment of the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

On the recommendation of Nomination and Remuneration Committee, the Company has formulated and adopted a Nomination and Remuneration Policy which is in accordance with the Act and the Listing Regulations. The Policy aims to attract, retain and motivate qualified people at the board and senior management levels and ensure that the interests of Board members & senior executives are aligned with the Company's vision and mission statements and are in the long-term interests of the Company.

The Nomination and Remuneration Policy of the Company has been designed with the following basic objectives:

To set out a policy relating to remuneration of Directors, Key Managerial Personnel's, Senior Management Personnel's and other employees of the Company. To formulate criteria for appointment of Directors, Key Managerial Personnel's and Senior Management Personnel's. To formulate the criteria for determining qualification, competencies, positive attributes and independence for appointment of a director.

The remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

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

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and as prescribed by SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the 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.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. 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. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and ability, confirm that for the year ended March 31, 2025:

in the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

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 state of affairs of the Company as of 31st March, 2025 and of the profit of the Company for that period;

they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

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

they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

All the new Directors inducted on the Board are provided a formal orientation programme to acquaint them with the Company's background history, milestones, nature of industry, product offerings, businesses, policies of the Company, structure of the board and committees. The Managing Director of the Company also has a one to one discussion with the newly appointed Director to familiarize him with the Company's culture.

Further, at regular intervals familiarization programs are arranged wherein Independent Directors are informed about business strategy, business operations, market share, financial parameters, regulatory and business scenario of the industry, changes in business model and are provided with all necessary updates, documents, reports, policies to ensure that the Independent Directors are properly aware about the business and performance of the Company from time to time. Such programmes provide an opportunity to the Directors to understand the business and strategy of the Company in detail. Significant statutory updates are circulated on a regular basis through which all the Directors are made well versed with all the significant regulatory developments and amendments in the corporate sector.

During the year, one familiarization programme was conducted on 14th November, 2024, at Kolkata.

The details of policy is uploaded on the website of the company at http://www.amboagritec.com/disclouser/FAMILIARIZATION%20PROGRAMME%20FOR%20INDEPENDENT%20DIRECT ORS%20OF%20AMBO%20AGRITEC%20LIMITED.pdf

MEETING OF THE BOARD OF DIRECTORS

The Board met 8 (Eight) times during the Financial Year 2024-25:

9th May, 2024, 30th May, 2024, 20th June, 2024, 10th July, 2024, 22^nd August, 2025, 14th November, 2024, 18th January, 2025 and 26^th March, 2025.

The meetings were held both physically and virtually in accordance with the applicable provisions of the Act. The details relating to attendance of Directors in each board meeting held during the Financial Year 2024-25 have been provided below:

Attendance of Directors at the Board Meetings held during 2024-25:

Notes:

COMMITTEES OF THE BOARD

The Board of Directors have constituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee to deal with specific areas/activities that need a closer review and to have an appropriate structure for discharging its responsibilities.

A. AUDIT COMMITTEE

The Audit Committee has been constituted in accordance with the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations and comprises of four directors out of which three are Independent Directors. The Chairman of the Committee is an Independent director. All the members of the Committee are financially literate and experienced and bring in the specialized knowledge and proficiency in the fields of accounting, audit, finance, taxation, banking, compliance, strategy and management. The company secretary will act as secretary to the committee.

The Audit Committee met 5 (five) times on 30^th May, 2024, 10^th July, 2024, 14^th November, 2024 and 26^th March, 2025. All the Directors were present in both the committee meeting.

All the recommendations made by the Audit Committee during the year under review were duly accepted by the Board.

The composition of Audit Committee and the details of meetings attended by the members are given below:

Notes:

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee has been constituted in accordance with the provisions of Section 178 of the Act and Regulation 19 of Listing Regulations. The Committee comprises of three Independent directors.

The Nomination and Remuneration Committee inter-alia oversees the Company's nomination process including succession planning for the senior management and the Board and recommend a policy for their remuneration.

During the year, 4 (four) Nomination and Remuneration Committee meetings were held on 30^th May, 2024, 10^th July, 2024, 22^nd August, 2025 and 14^th November, 2024.

The composition of the Nomination and Remuneration Committee during the financial year:

Notes:

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been constituted in accordance with the provisions of Section 178 of the Act and Regulation 20 of Listing Regulations. The Committee comprises of three directors, two being executive and one Independent. The Company Secretary acts as Secretary to the Committee.

As a measure of speedy redressal of investor grievances, the Company has registered on SCORES (SEBI Complaints Redress System) platform, a web based centralized grievance redress system set up by SEBI to capture investor complaints against listed companies.

No Complaints were registered on SCORES against the Company during the financial year 2024-25. There were no pending complaints at the beginning, no complaints were received and disposed during the period. Therefore, no complaints were pending at the end of financial year.

During the year, one Stakeholders Relationship Committee meeting was held on 10th July 2024. All the Directors were present in the committee meeting.

The composition of Stakeholders Relationship Committee and the details of meetings attended by the members are given below:

Notes:

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and the SEBI Listing Regulations. The same is available at http://www.amboagritec.com/

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle Blower Policy in compliance with the provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations. The Policy provides a framework to promote responsible and secured reporting of unethical behavior, actual or suspected fraud, violation of applicable laws and regulations, financial irregularities, abuse of authority, etc. by Directors, employees and the management.

The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at http://www.amboagritec.com/disclouser/WHISTLE%20BLOWER%20POLICY%20(VIGIL%20MECHANISM).pdf

The Company endeavors to provide complete protection to the Whistle Blowers against any unfair practices. The Audit Committee oversees the genuine concerns and grievances reported in conformity with this Policy. It is affirmed that no personnel of the Company has been denied access to the Audit Committee and no case was reported under the Policy during the year.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time in respect of Directors/employees of the Company is attached as “Annexure- C” to this report.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Company's Policy on nomination and remuneration of Directors and KMP is available on the website of the Company at http://www.amboagritec.com/Disclosure.php

CORPORATE GOVERNANCE

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders' expectations. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

As the securities of your Company are listed at BSE-SME Platform, the Corporate Governance Report as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to our Company.

AUDITORS & AUDIT REPORTS

Statutory Auditors and Auditor's Report

M/s Dokania S. Kumar & Co., Chartered Accountant (Firm Registration No. 322919E), Statutory Auditors of the Company to hold office for a term of 5 consecutive years i.e. from the conclusion of the 28^thAnnual General Meeting till the conclusion of the 33^rdAnnual General Meeting to be held in the year 2027.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, the Board had appointed Ms. Sneha Agarwal, Practicing Company Secretaries as Secretarial Auditor of the Company for the financial year 2024-25. The Secretarial Audit Report for FY 2024-25 in form MR-3 is annexed to this report as “Annexure-D.”

There are no qualifications, reservations or adverse remark or disclaimer in the Secretarial Audit Report.

Cost Auditors and Cost Audit Report

The Company does not fall within the provisions of Section 148 of the Companies Act, 2013, as read with the Companies (Cost Records and Audit) Rules, 2014. Therefore, the maintenance of cost records and the applicability of cost audits, as specified by the Central Government under Section 148 of the Companies Act, 2013, are not applicable to the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditor and Secretarial Auditor of the Company has not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee, as required under Section 143(12) of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

During the Financial Year 2024-25, the Company has complied with all the relevant provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE 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:

CONSERVATION OF ENERGY

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 EARNINGS AND OUTGO:

Foreign Exchange Outgo:

For 2025, CIF Value of Import Rs. 12,01,33,055.00 For 2024, CIF Value of Import Rs. 164,70,902.33 For 2023, CIF Value of Import Rs. 16,46,75,531.20

Foreign Exchange Earning:

For 2025, FOB Value of Export Rs. 337,27,186.43 For 2024, FOB Value of Export Rs. 160,54,546.97 For 2023, FOB Value of Export Rs. 4,27,12,256.31

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Employees are the most valuable and indispensable asset for a Company. The Company has always been proactive in providing growth, learning platforms, safe workplace and personal development opportunities to its workforce. The core focus of the Company has been on improvement and upliftment of the employees through continuous training & development programmes. The human resource department of the Company through its persistent efforts strives to achieve amicable working and industrial relations as a result of which the employee relations remained cordial throughout the year.

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

The Company has zero tolerance towards sexual harassment at workplace and is committed to provide a safe and secure working environment for all employees.

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Complaints Committee (ICC) has also been set up to redress complaints received regarding sexual harassment.

During the year under review, no cases were filed under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

GENERAL DISCLOSURES

Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company affirms that for the year ended on March 31, 2025:

a. There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

b. There was no instance of one-time settlement with any bank or financial institution.

c. There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees at all the levels during this challenging time. Your Directors take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors