Directors Report of Amba Enterprises Ltd.

Mar 31, 2025

Your directors present the Thirty-Three Annual Report of the Company together with the audited
financial statements for the financial year ended March 31^st, 2025.

FINANCIAL PERFORMANCE

The financial performance of the Company is as follows: (Amount in Rs.)

Particulars	Financial Year	Financial Year
	2024-25	2023-24
Revenue from operations	3,36,79,75,893	2,82,13,52,436
Other Income	50,65,536	64,73,834
Total Income	3,37,30,41,430	2,82,78,26,271
Expenditure (excluding depreciation)	3,26,66,25,207	2,73,59,23,351
Depreciation	68,43,580	61,29,646
Total Expenditure	3,27,34,68,787	2,74,20,52,997
Profit / (Loss) before Tax	9,95,72,642	8,57,73,273
Tax	2,72,00,000	2,50,00,000
Deferred Tax	-17,66,480	-8,85,655
Profit / (Loss) after tax	7,41,39,122	6,16,58,928
Earnings per share (Basic)	5.86	4.87
Earnings per share (Diluted)	5.86	4.87

REVIEW OF PERFORMANCE

During the year under review, your Company has earned income of Rs 3,37,30,41,430 including other
income as compared to Rs. 2,82,78,26,271 in the previous financial year. The Net Profit after tax was Rs.
7,41,39,122/- against the Net Profit of Rs 6,16,58,928/- in the previous financial year

DIVIDEND:

We recommend a final dividend at the rate of 15% of total equity share capital (i.e. Rs. 0.75 paise per
equity shares of Rs.5 each) for the year ended 31st March, 2025.

The Notice convening the ensuing Annual General Meeting ("AGM") of the Members of the Company
includes an item for confirmation of the said final Dividend.

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, 2025.

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

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:

1.Statutory Auditors:

M/s BILIMORIA MEHTA AND CO., Chartered Accountants (Firm Registration No. 146249W),

(formerly known as M/s MASD & Co., prior to its restructuring), as the Statutory Auditors of the
Company for a second term of five (5) consecutive years in the 32nd Annual General Meeting of the
Company for consecutive Five years as until the conclusion of the 37th Annual General Meeting,

The requirement of seeking ratification of the members for continuance of their appointment has been
withdrawn consequent upon the changes made by the Companies (Amendment) Act, 2018 with effect
from May 7, 2018. Your Company has received necessary certificate form M/s BILIMORIA MEHTA
AND CO., Chartered Accountants confirming that they satisfy the criteria provided under section 141
of the Companies Act, 2013 and are not disqualified from continuing as Statutory Auditors of the
Company. Further, the firm holds a valid Peer Review Certificate issued by the Institute of Chartered
Accountants of India (ICAI).

2. Auditors'' Report:

The Auditors'' Report on the audited standalone financial statements of the Company for the year ended
31st March, 2025 issued by M/s BILIMORIA MEHTA AND 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 2024-25, as required under section
204 of the Act and Rules made thereunder.

The Secretarial Audit Report for the financial year 2024-25 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. 39 forming part of the Financial Statements.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, 4 (Four) times during the year 2024-25 on 03.05.2024, 06.08.2024,
07.11.2024 and 07.02.2025. The gap between the two board meetings did not exceed 120 days.

S. No.	Date of the Meeting (DD/MM/YYYY	Total Number of directors as on the date of meeting	Attendance
			Number of directors attended	% of attendance
1	03/05/2024	5	5	100
2	06/08/2024	5	5	100
3	07/11/2024	7	7	100
4	07/02/2025	7	7	100

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, based on the recommendation of Nomination and Remuneration
Committee, the Board as well as the Members of the Company had approved:

(a) The Appointment of Mr. Darshan Mukundray Sanghavi (DIN:10738166) and Mr. Dharmendra
Kanaiyalal Mehta (DIN: 08596956) were appointed as a Non-Executive Independent Director of
the Company for the period of 5(Five) Years w.e.f August 10th, 2024 and September 30th, 2024
respectively.

(b) Ms. Pranali Shridhar Bhatade was appointed as a Chief Financial Officer with effect from 06^th
August, 2024.

These appointments were made in accordance with the provisions of the Companies Act, 2013 and the
applicable rules and regulations.

As on March 31, 2025, the Company had the following Directors and KMPs.

Sr. No.	Key Managerial Personnel & Directors	Designation
1	Ketan Harilal Mehta	Managing Director
2	Sarika Sumit Bhise	Executive Director
3	Dhirendra Popatfal Mehta	Non-executive Independent Directors
4	Atul Mohanlal Thakkar	Non-executive Independent Directors
5	Darshan Mukundray Sanghavi	Non-executive Independent Directors
6	Dharmendra Kanaiyalal Mehta	Non-executive Independent Directors
7	Dhruvi Rajendra Sanghvi	Non-executive Independent Directors
8	Pranali Shridhar Bhatade	Chief Financial Officer
9	Shriddha Gupta	Company Secretary

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.

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

Sr. No.	Particulars	2024-25	2023-24
1	Electricity units KW	13119	12310
2	Value in Rs.	1,67,923	2,15,660

CONSUMPTION PER UNIT OF PRODUCTION

Sr. No.	Particulars	2024-25	2023-24
1	Cost per unit (Rs.)	0.36	0.52
2	Consumption per ton of	363.05	522.31
	Production (Rs.)

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:

Sr. No.	Particulars	2024-25	2023-24
1	Foreign Exchange Earnings	-	-
2	Foreign Exchange outgoings	-	-

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 2025-26.

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:

Sr. no	Post of Committee Member	Employee Name	Designation	Mobile no.	Email ID
1	Presiding officer	Sarika Bhise	Director	9167977384	[e-mail]
2	Member	Ketan Mehta	Managing Director	9820785258	[e-mail]
3	Member	Chhaya Mehta	Marketing Executive	9820534384	[e-mail]

*Constituted w.e.f. July 2019.

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

No. of Complaints received	00
No. of Complaints disposed off	00

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 (''IEPF Rules'') 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 2017-18 due for transfer to IEPF as on 27^th November,
2025, before this the Company had sent individual notices and also advertised in the newspapers dated
05^th June,2025 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).

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

DIVIDEND AND OTHER AMOUNTS TRANSFERRED/CREDITED TO IEPF AS ON 31^st
MARCH,2025

The details of dividend and other unpaid/unclaimed amounts transferred to IEPF as on 31^st March,2025.
Dividend and other unpaid/unclaimed amounts transferred to IEPF as on 31^st March,2025.

Financial Year	Type of Amount	Date of Declaration	Amount transferred to IEPF (in Rs.)	Date of transfer to IEPF (in Rs.)
2015-16	Final Dividend	25/07/2016	2,30,057	14/09/2023
2016-17	Fractional Bonus Amount	11/08/2016	729	12/10/2023
2016-17	Interim Dividend	22/03/2017	1,57,196	16/04/2024
Total			3,87,982

SHARES TRANSFERRED/CREDITED TO IEPF AS ON 31^st MARCH,2025

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

DATA PRIVACY, DATA PROTECTION, AND CYBERSECURITY

The Company is committed to upholding the highest standards of data privacy and protection. In light
of the increasing reliance on digital infrastructure, the Company has implemented comprehensive
cybersecurity and data protection policies, aligned with industry best practices and the evolving
regulatory framework, including provisions under the Information Technology Act, 2000, and
applicable data protection regulations.

Key initiatives undertaken during the year include:

• Deployment of end-to-end encryption and multi-layered security protocols for data storage and
transfer.

• Regular third-party cybersecurity audits and vulnerability assessments.

• Employee training programs on data protection and cybersecurity awareness.

• Strict access control mechanisms and implementation of role-based permissions.

• Data breach response protocols in accordance with the CERT-In guidelines.

The Company continues to invest in digital infrastructure to ensure robust protection of stakeholder
information and business continuity.

Maternity Benefit Affirmations

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women
employees received the required benefits, including paid leave, continued salary and service, and post¬
maternity support like nursing breaks and flexible work options.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT
1961 (Not applicable for small companies)

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women
employees received the required benefits, including paid leave, continued salary and service, and post¬
maternity support like nursing breaks and flexible work options.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTACY CODE 2016

During the financial year under review, there were NO application/s made or proceeding were pending
in the name of the company under the Insolvency and Bankruptcy Code, 2016.

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.

For and on behalf of the Board of Directors

Ketan Mehta Sarika Bhise

Managing Director Director

DIN: 01238700 DIN: 06987209

Date: August 11,2025 Place: Pune

---

Mar 31, 2024

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:

Particulars	Financial Year	Financial Year
	2023-24	2022-23
Revenue from operations	28,21,352,436.19	2,18,12,85,857.07
Other Income	64,73,834.93	34,36,258.30
Total Income	2,82,78,26,271.12	2,18,47,22,115.37
Expenditure (excluding depreciation)	2,73,59,23,351.66	2,11,47,39,543.13
Depreciation	61,29,646.13	60,38,541.00
Total Expenditure	2,74,20,52,997.79	2,12,07,78,084.13
Profit before Tax	8,57,73,273.33	6,39,44,031.24
Tax	2,50,00,000	1,69,36,911
Deferred Tax	-8,85,655.59	-2,70,000
Profit after tax	6,16,58,928.91	4,72,77,120.20
Earnings per share (Basic)	4.87	3.73
Earnings per share (Diluted)	4.87	3.73

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

Name of Employee	Date of Appointment	Salary	Shareholding	Experience
Mrs. Chhaya K Mehta	01-04-2017	Monthly 216667/-	10.90%	She has done B.com. Chhaya Mehta was working with Ketan Electrical Stamping before joining Amba Enterprises Ltd She is having a Fifteen-year experience.

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.

Sr No	Name	Din	Designation	Appointment/Re signation	Date of Resignation/ Appointment
1	Dhir Haresh Mehta	05209857	Independent Director	Resignation	18/07/2023
2	Dhruvi Rajendra Sanghavi	10250238	Independent Director	Appointment	22/07/2023

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

Name	Designation
Mr. Ketan Mehta	Managing Director
Ms. Sarika Bhise	Executive Director
Mrs. Dhruvi Sanghvi	Non-Executive Director, Independent Director
Mr. Dhirendra Mehta	Non-Executive Director, Independent Director
Mr. Atul Thakkar	Non-Executive Director, Independent Director
Ms. Shriddha Gupta	Company Secretary and Compliance officer

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
Sr. No.	Particulars	2023-24	2022-23
1	Electricity units KW	12310	10963
2	Value in Rs.	205834.11	188017.76

Consumption per unit of production
Sr. No.	Particulars	2023-24	2022-23
1	Cost per unit (Rs.)	0.50	0.43
2	Consumption per ton of Production (Rs.)	498.52	427.37

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:

Sr. No.	Particulars	2023-24	2022-23
1	Foreign Exchange Earnings	-	-
2	Foreign Exchange outgoings	-	-

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:
Sr. no	Post of Committee Member	Employee Name	Designation	Mobile no.	Email ID
1	Presiding officer	Sarika Bhise	Director	9167977384	[e-mail]
2	Member	Ketan Mehta	Managing Director	9820785258	[e-mail]
3	Member	Chhaya Mehta	Marketing Executive	9820534384	[e-mail]
*Constituted w.e.f. July 2019.

The following is summary of sexual harassment complaints received and disposed off during the calendar year:
No. of Complaints received	01
No. of Complaints disposed off	01

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

Financial Year	Type of Amount	Date of Declaration	Amount transferred to IEPF (in Rs.)	Date of transfer to IEPF (in Rs.)
2015-16	Final Dividend	25/07/2016	2,30,057.00	14/09/2023
2016-17	Fractional Bonus Amount	11/08/2016	729.00	12/10/2023
2016-17	Interim Dividend	22/03/2017	1,57,196.00	16/04/2024
Total			3,87,982.00

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.

---

Mar 31, 2016

To, The Members,

The Directors of the Company take pleasure in presenting their 24th Annual Report together with the annual audited financial statements for the financial year ended March 31^st 2016.

Financial Results

The summary of the Company’s financial performance for the financial yearB2015-compared to the previous financial year 20M-5 is given below:

Particulars	Year Ended 31/03/2016	Year Ended 31/03/2015
Total Revenue	5,27,29,892	8,812698
Profit before Dep. & Int.	}B,B,B5	122,0,782
Depreciation	6,56,653	6,75,965
Interest	5,535	106,047
Profit after Depreciation & Interest	1,11,59,482	1,14,18,770
Provision for Taxation	30,33,00	23,20,172
Provision for Tax (deferred)	36,615	(35,553)
Profit after Tax	80,89,866	9134,151
Balance brought forward from previous year	2,64,82,311	188,28,942
Adjustment of Depreciation on account of transitional provision of schedule II of Companies Act 2013	0.00	32,042
Add- MAT Entitlement	0.00	5,51260
Less- Transfer to General Reserve	0.00	20,01000
Balance carried to Balance Sheet	3,45,72,77	2,64,82,311

Highlights

During the year your company has diversified its business into lamination and stamping for rotating machines. During the year your company has income of Rs. 14,85,42,479/including other income as compared to Rs. 9,08,28,308/ - in the previous year. The Net Profit after tax was Rs. 80,89,866igainst the Net Profit of Rs. 91,34,151 in the previous year.

Dividend

Your Directors recommend Rs. QS 0per shares Issue of Bonus Shares

Your Director have pleasure to inform that the board of Director Meeting held on 31/05/2016 subject to the approval of the Members of the Company have decided to issue Bonus Shares by capitalization of Reserve in proportion of 1 (One) Bonus Shares of Rs. 5/each fully paid up as against 5 (Five) Equity shares of .Rs.5/- each held by the existing Shareholders of the Company whose name appear in the Register of Members as on the Record date as may be decided by the Board of Directors of the Company.

Deposits

Your Company has not accepted any deposits from the public including within the ambit of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

Board of Directors

During the year 2015-2016) the Management of the Company has change d

All Independent Directors have submitted the declaration of Independence as required under Section 49(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down under Section49(6) of the Companies Act, 2013 and Clause 49 of the Right Agreement .

Declarations Given By Independent Directors

All the Non-Executive and Independent Directors have confirmed to the Board that they qualify to be considered as independent as per the definition of Independent Director’ stipulated in Section 49(6) of the Act and Clause 49(II)(B)(1) of the Listing Agreement. These confirmations have been placed before, and noted by the Board.

Policies On Directors’ Appointment And Remuneration

The policies of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under subsection (B) of Section 78 of the Act is appended as Annexure I (a) & I (b) to this Report.

Evaluation Of Board Of Directors

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee of the Board carried out the annual evaluation of the performance of the Board as a whole, the Directors individuals 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 noted in turn by the Board.

Board Committees

Your Company has following Committees Board, viz )

. Audit Committee

2 Stakeholders) Relationship Committee

3. Nomination and Remuneration Commit tee

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

Directors’ Responsibility Statement

Pursuant to the requirements under Section 34(3)(c) read with Section 34(5) of the Act with respect to Directors) Responsibility Statement, your Director bye confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed;

- appropriate accounting policies have been selected and applied consistently and estimates and judgments made 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 and loss of the Company for that period;

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

- the annual accounts have been prepared on a going concern basis and

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

Auditors - Statutory Auditors

The Company Auditors, M/s. U. D. Kachare & Co., Chartered Accountants, retire at the concretion of forthcoming Annual General Meeting and are eligible reappointment:

Pursuant to the provisions of Section1 39 of the Companies Act, 2013 (the Act) read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, the Audit Committee and they have recommended their r-appointment as Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

The Company has received a written consent to such appointment from M/s. U. D. Kachare & Co., Chartered Accountants, and a certificate that the appointment, if made, shall be in accordance with the criteria as specified in Section 4-t of the Act. As required under Clause 49 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

- Secretarial Auditor

Pursuant to the provisions of Section 2014 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. SARK & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2016-2017. The Report of the Secretarial Auditor is annexed herewith as Annexure II and forms an integral part of this Report.

Risk Management And Internal Controls

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

Reports on Corporate Governance and Management Discussion & Analysis

The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report. The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.

Particulars of Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AO-12 are appended as Annexure III.

Particulars of Employees and Related Information

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5() of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014, have been appended to this Report as Annexure IV.

Board meetings

The Board meets at regular intervals to discuss and decide on the Company’s policies and strategy apart from other Board matters.

During the financial year 2015-16, board meetings were held on 23/05/2015, 14/08/2105, 13/11/2015, 09/02^/2016, The gap between the two board meetings did not exceed 20 days.

Extract of Annual Return

Pursuant to the requirements under Section 92(3) and Section 34(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 204, an extract of Annual Return in prescribed Form MGT is given in the Report as Annexure IV.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 34(3)(m) of the Act read with Companies) (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development to inapplicable to the Company.

Listing Of Shares Of The Company

The Equity Shares of your Company continue to remain listed on Bombay Stock Exchange Ltd.

The Company has paid the listing fees as payable to the BSE Ltd. for the financial year from 2015-2016.

Vigil Mechanism/Whistle Blower Policy

The Company has not established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report.

During the financial year 2015-16, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.

Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

The company has framed policy in accordance with The Sexual Hands Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 201516, no cases in the nature of sexual harassment were reported at our workplace of the company.

Management Discussion and Analysis Report

Further separate Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report.

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification

The Chief Executive Officer and Chief Financial Officer Certification as required under Clause 49 of the Listing Agreements and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report .

Acknowledgements

The Directors express their sincere gratitude to the BSE Limited, National Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, National Securities Depository Limited other government and regulatory authorities, financial institutions and the bankers of the company for their ongoing support.

The Directors also place on record their sincere appreciation for the continued support extended by the Company’s stakeholders aid trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company resulting in satisfactory performance during the year .

On behalf of the Board of Directors

Sd/-

Ketan Mehta

(Managing Director)

(Din No. 01238700)

Date: 17/06/2016

Place: Mumbai

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Mar 31, 2015

Dear Members,

The Directors of the Company take pleasure in presenting their 23rd Annual Report together with the annual audited financial statements for the financial year ended March 31, 2015.

Financial Results

The summary of the Company's financial performance for the financial year 2014-15 as compared to the previous financial year 2013-14 is given below:

Particulars Year Ended Year Ended

31/03/2015 31/03/2014

Total Revenue 9,08,28,308 6,96,88,904

Profit before Dep. & Int. 1,22,00,782 79,87,982

Depreciation 6,75,965 6,96,679

Interest 1,06,047 1,95,678

Profit after Depreciation & Interest 1,14,18,770 70,95,625

Provision for Taxation 23,20,172 3,27,000

Provision for Tax (deferred) (35,553) 48,900

Profit after Tax 91,34,151 47,19,725

Balance brought forward from previous year 1,88,28,942 1,51,09,217

Adjustment of Depreciation on account of transitional (32,042) -

provision of schedule II of Companies Act 2013

Add- MAT Entitlement 5,51,260 -

Balance Available for Appropriation 2,84,82,311 1,98,28,942

Less- Transfer to General Reserve 20,00,000 10,00,000

Balance carried to Balance Sheet 2,64,82,311 1,88,28,942

Highlights

During the year your company has diversified its business into lamination and stamping for rotating machines. During the year your company has income of Rs. 9,08,28,308 including other income as compared to Rs. 6,96,88,904 in the previous year. The Net Profit after tax was Rs. 1,14,18,770 against the Net Profit of Rs. 70,95,625 in the previous year.

Dividend

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the year under review.

Deposits

Your Company has not accepted any deposits from the public falling within the ambit of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

Board of Directors

During the year 2014-2015 the Management of the Company has changed Mr. Yogesh Kothari and Ms. Sarika Khandre was appointed as the Additional Director of the company in Independent Category w.e.f 30/09/2014 appointment as a 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 Section149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Declarations Given By Independent Directors

All the Non-Executive and Independent Directors have confirmed to the Board that they qualify to be considered as independent as per the definition of 'Independent Director' stipulated in Section 149(6) of the Act and Clause 49(II)(B)(1) of the Listing Agreement. These confirmations have been placed before, and noted by the Board.

Policies On Directors' Appointment And Remuneration

The policies of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is appended as Annexure I (a) & I (b) to this Report.

Evaluation Of Board Of Directors

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee 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 noted in turn 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

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Report on Corporate Governance' forming part of the 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, the applicable accounting standards have been followed;

* appropriate accounting policies have been selected and applied consistently and estimates and judgments made 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 and loss of the Company for that period;

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

* the annual accounts have been prepared on a going concern basis; and

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

Auditors

* Statutory Auditors

The Company Auditors, M/s. U. D. Kachare & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 ('the Act') read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, the Audit Committee and the Board have recommended their re-appointment as Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

The Company has received a written consent to such appointment from M/s. U. D. Kachare & Co., Chartered Accountants, and a certificate that the appointment, if made, shall be in accordance with the criteria as specified in Section 141 of the Act. As required under Clause 49 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

* Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. SARK & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2014-2015. The Report of the Secretarial Auditor is annexed herewith as Annexure II and forms an integral part of this Report.

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.

Reports on Corporate Governance and Management Discussion & Analysis

The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report. The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.

Particulars of Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as Annexure III.

Particulars of Employees and Related Information

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure IV.

Board meetings

The Board meets at regular intervals to discuss and decide on the Company's policies and strategy apart from other Board matters.

During the financial year 2014-15, board meetings were held on May 26, 2014, August 9, 2014, September 5, 2014, October 30, 2014, November 11, 2014, December 15, 2014,February 07, 2015 , The gap between the two board meetings did not exceed 120 days.

Extract of Annual Return

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure IV.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

In view of the 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 not applicable to the Company.

Listing Of Shares Of The Company

The Equity Shares of your Company continue to remain listed on Bombay Stock Exchange Ltd.

The Company has paid the listing fees as payable to the BSE Ltd. for the financial year 2015-16 on time.

Vigil Mechanism/Whistle Blower Policy

The Company has not established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report.

During the financial year 2014-15, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.

Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2014-15, no cases in the nature of sexual harassment were reported at our workplace of the company.

Management Discussion and Analysis Report

Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report.

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification

The Chief Executive Officer and Chief Financial Officer Certification as required under Clause 49 of the Listing Agreements and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report.

Acknowledgements

The Directors express their sincere gratitude to the BSE Limited, National Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, National Securities Depository Limited, other government and regulatory authorities, financial institutions and the bankers of the company for their ongoing support.

The Directors also place on record their sincere appreciation for the continued support extended by the Company's stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company resulting in satisfactory performance during the year.

On behalf of the Board of Directors

Sd/- Ketan Mehta (Managing Director) (Din No. 01238700)

Date: 14/08/2014 Place: Mumbai

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Mar 31, 2014

Dear Members,

We have pleasure in presenting before you Annual Report with the Audited Statement of Accounts for the year ended 31st March, 2014 along with the Auditor''s Report thereon.

I. BUSINESS OVERVIEW:

The directors of the company noted the satisfactory growth made by the company in the financial year ending 31st March, 2014.

II. FINANCIAL RESULT:

Amount in Rs.

Particulars	31st March, 2014	31st March, 2013
Sales and other Receipts	6,96,88,904	8,55,61,337
Profit before depreciation, amortization and taxation	77,92,304	70,26,065
Depreciation and amortization expenses	6,96,679	4,29,374
Profit Before Tax	70,95,625	65,96,691
Less: Provision for Tax	23,27,000	29,60,657
Less: Provision for deferred Tax	48,900	14,933
Profit after Taxation	47,19,725	36,21,101
Brought forward from previous year	1,51,09,217	1,29,88,116
Profit Available for Appropriation	1,98,28,942	1,66,09,217
Less: trf to General Reserve	10,00,000	15,00,000
Balance carried to Balance Sheet	1,88,28,942	1,51,09,217

III. DIVIDEND:

In view of the expansion of the business of Company and to conserve the resources, your Directors regret their inability to recommend any dividend for the year under report.

IV. OPERATIONS:

The sales of the Company decreased from Rs.903.92/- lacs to Rs. 715.48 lacs. as compared to the last financial year. The other Income increase during the year was Rs.53.46 lacs as against Rs.46.26/- lacs in the previous year.

The Profit before Depreciation, amortization and Tax Increase from Rs.70.26 to Lacs Rs.77.92 Lacs. The Profit after tax increased from Rs.36.21 Lacs to Rs.47.19 Lacs registering a increase of Rs. 10.98 lacs over the preceding year.

V. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Vinay Mehta retires by rotation and being eligible offer themselves for re-appointment. The Board of Directors recommend passing of the Resolution.

VI. NOTES TO ACCOUNTS:

The observations of Auditors and Notes on Accounts are self-explanatory.

VII. PARTICULARS OF EMPLOYEES:

There were no employees in respect of whom information under the provisions of Section 217(2A)of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 isrequired to be given.

VIII. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors state as follows:-

(a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and that no material discrepancy has been made from the same.

(b) Appropriate accounting policies have been selected and applied consistently and have 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 2014 and of the profit for the year ended on that date.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) The annual accounts have been prepared on a going concern basis.

IX DEPOSITS:

The Company did not invite / accept any Fixed Deposits from the public during the year under report.

X. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

Pursuant to the provision of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 read with Section 217(1)(e) of the Companies Act, 1956, the necessary details are give hereunder:

a) Conservation of Energy

The Company focused to optimize consumption of energy, power and other energy sources wherever possible. We emphasis towards clean environment and continues to adhere to all regulatory requirement and guidelines.

b) Technology absorption and innovation is a continuous process in the company

c) Disclosure of information relating to foreign exchange earnings and outgo as required under Rule 2 (c) of Companies (Disclosure of Particulars in the Board of Directors) Rules, 1988 is

31st March, 2014 31st March 2013

XI .AUDITORS:

M/s. U. D. Kachare & Co., Chartered Accountants are re-appointed as an auditors of the Company until the conclusion of next Annual General Meeting.

XII. AUDITORS REMARKS:

There are no adverse remarks on the accounts of the Company. Hence no comments are required to be made on the Auditors Report.

XIII. HUMAN RESOURCES:

The Relationship of your company with its employees at all levels remained cordial throughout the year. Your Directors wish to place on record their appreciation for the dedicated service of its employees.

XIV. CORPORATE GOVERNANCE:

Our Company has complied material provisions as required by the listing agreement with the stock exchanges. Also Corporate Governance Report and Management Discussion and analysis Report is annexed herewith.

XV. INTERNAL CONTROL SYSTEM:

The Company''s internal control procedure ensures compliance with various policies, practices and status in keeping with the organization and pace of growth.

XVI.APPRECIATION:

Your Directors wish to place on record their sincere thanks to the various stakeholders such as Banks, Financial Institutions, Central and State Governmental authorities, Customers, Vendors and last but not least to the Shareholders, who supported the Management in turnaround of the Company.

XVII. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the help and Co-Operation rendered by staff of the Company, banks for their timely assistance and the customers and suppliers of the Company for their continued support.

By order of the Board of Directors,

Amba Enterprises Limited

Ketan Mehta

Managing Director

Place: Mumbai.

Dated: 05.09.2014

Registered Office:-A-103, Shilpin Bldg,

Off. Borsapada Road, Opp. Malhar Bldg,

Mahavir Nagar, Kandivali (West),

Mumbai- 400067.