Directors Report of Ambey Laboratories Ltd.

Mar 31, 2025

Your Directors are pleased to present their 40^th Annual Report on the performance of your Company for the financial year ended March 31, 2025 along with the Audited Financial Statements, Auditor’s Report.

FINANCIAL HIGHLIGHTS

The summarized Financial Performance/highlights of the Company for the year ended on March 31, 2025 is, as under:

(Figures in Lacs)
Particulars	F.Y. 2024-25	F.Y. 2023-24
Revenue from Operations	13,126.99	12,047.14
Other Income	191.61	158.53
Total Revenue	13,318.60	12,205.67
Profit / (Loss) before exceptional and extraordinary Items and tax	603.83	572.80
Less: Extra-Ordinary Item	Nil	29.66
Tax Expense	125.56	(229.02)
1. Current Tax	113.95	90.66
2. Deferred Tax charge/(benefit)	125.56	(229.02)
3. MAT Credit entitlement	(113.95)	(90.66)
Profit/ (Loss) after Tax	478.27	772.18

STATE OF COMPANY’S AFFAIRS AND OPERATIONS:

For the financial year ended March 31,2025, Ambey Laboratories delivered steady top-line growth, with total income rising to approximately INR 13,126.99 Lacs from INR 12,047.14 Lacs in the previous year, reflecting around a 9% growth. However, the profitability weakened, as net profit after tax declined to ?478 lacs from ?772 lacs due to high tax expenses, and basic EPS dropped from ?4.25 to ?2.06. The company''s financial strength notably improved: shareholders’ funds surged to ?7635 lacs

from ?3151 lacs, supported by reduced debt levels—long-term borrowings dropped significantly and the debt-to-equity ratio improved. On the cash flow front, operating cash flow remained under pressure (still significantly negative), while robust financing inflows helped achieve a modest net positive cash flow. Operationally, the company maintained its core focus on manufacturing of agrochemical products, continuing to build on its strong infrastructure and quality systems as outlined in earlier board reports. Overall, Ambey Laboratories showed resilient revenue growth and strengthened its balance sheet, although shrinking margins and persistent negative operating cash flows remain key areas to watch moving forward.

Initial Public Offer (IPO) and Listing at SME Platform of National Stock Exchange of India Limited (“NSE Emerge”):

During the year 2024-25, the Company made an Initial Public Offer (IPO) for 65,70,000 Equity shares of Rs. 10/- each at an issue price of Rs. 68/- having an issue size of Rs. 4,468 lakhs. With your valuable support and confidence in the Company and its management, the IPO was subscribed and the Equity shares of the Company were successfully listed on NSE Emerge on July 11, 2024.

DIVIDEND:

During the financial year 2024-2025, the Board of Directors of Ambey Laboratories chose not to recommend or declare any dividend to its shareholders. This decision was made after careful consideration of the company’s financial performance, cash flow position, and future business requirements. Although, the company recorded revenue growth during the year, there was a notable decline in net profit and continued pressure on operating cash flows. As a result, the Board opted to retain the earnings to strengthen the company’s financial position, support working capital needs, and fund future expansion or strategic initiatives. This approach reflects the company’s commitment to long-term value creation and financial prudence.

TRANSFER TO RESERVES:

During the year, the Board of Directors did not transfer any amount to the reserves. The profit earned for the financial year has been retained in the Profit and Loss Account.

CHANGE IN NATURE OF BUSINESS:

The Company continues to operate in the same line of business as outlined in the main objects of its existing Memorandum of Association."

CHANGE IN CAPITAL STRUCTURE:

During the year under review, the following changes have been taken place in the Paid-up Share Capital of your Company:

During the financial year, the Paid-Up Share Capital increased from INR 18,68,88,190/- to INR 24,94,68,190/-. Also, the Company made an Initial Public Offer (IPO) for 65,70,000 Equity shares of Rs. 10/- each at an issue price of Rs. 68/- having an issue size of Rs. 4,468 lakh.

With your valuable support and confidence in the Company and its management, the IPO was subscribed and the Equity shares of the Company were successfully listed on NSE Emerge on July 11, 2024.

At the end of financial year 2024-25, Paid Up Share Capital was Rs. 24,94,68,190 comprised of 2,49,46,819 equity shares of Rs. 10/- each.

Pursuant to the approvals received from the shareholders and National Stock Exchange (‘NSE’), the board has allotted 1,08,69,565 (One Crore Eight Lakh Sixty-Nine Thousand Five Hundred Sixty-Five) convertible warrants to eligible persons on preferential basis at the board meeting held on 14^th August, 2025 and 19^th August, 2025.

Subsequently, the authorised share capital of the Company was increased from Rs. 25,00,00,000/-(Rupees Twenty-Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) equity shares of ?10/- each to ?37,00,00,000/- (Rupees Thirty-Seven Crore only) divided into 3,70,00,000 (Three Crore Seventy Lakh) equity shares of ?10/- each.”

BUY BACK OF SECURITIES:

The Company did not buy back any of its securities during the year under review.

DEVIATION OR VARIATION FROM PROCEEDS OR UTILISATION OF FUNDS RAISED FROM PUBIC ISSUE:

In the Financial Year 2024-25, your Company got listed on NSE Emerge, and till date of Directors Report, the Company has utilized funds in the objects as stated in offer document and there were no deviations or variations in utilization of funds raised from the public.

TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year 2024-25, the Company was not obligated to transfer any equity shares or unclaimed dividends to the Investor Education and Protection Fund (IEPF) in accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

As of the current date, no shares of the company are held in Demat Suspense Account or Unclaimed Suspense Account.

DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement of furnishing the details of the deposits which are not in compliance with chapter V of the Act is not applicable.

REGISTRAR & SHARE TRANSFER AGENT

The Company has appointed M/s MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) as its Registrar & Share Transfer Agent.

Details of RTA:
	Name	MUFG Intime India Private Limited
	Address	Noble heights, 1st Floor, Plot Nh 2, C-1 Block LSC, Near Savitri Market, New Delhi-110058
	Contact No.	011-49411000
	E-mail	[e-mail]
	Website	www.in.mpms.mufg.com

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):

The following Directors and Key Managerial Personnel were associated with the Company as on 31st March, 2025:

a. Mrs. Sarina Gupta, Whole-Time Director

b. Mrs. Rishita Gupta, Non-Executive Director

c. Mr. Sandeep Bansal, Non-Executive Director

d. Mr. Roni Soni, Non-Executive Independent Director

e. Mr. Abdul Quadir, Non-Executive Independent Director

f. Mr. Archit Gupta, Chief Executive Officer

g. Mr. Sarvar Alam, Chief Financial Officer

h. Mrs. Rimple Sarin, Company Secretary

The following Directors and Key Managerial Personnel were associated with the Company as on date of signing this report:

a) Mr. Archit Gupta, Whole-Time Director and Chief Executive Officer

b) Mr. Arpit Gupta, Non-Executive Director

c) Mrs. Bharti Kashyap, Non-Executive Women Independent Director

d) Mr. Roni Soni, Non-Executive Independent Director

e) Mr. Abdul Quadir, Non-Executive Independent Director

f) Mr. Sarvar Alam, Chief Financial Officer

g) Mr. Himanshu Kukreja, Company Secretary

Appointment/ Cessation of Directors/KMPs:

During the Financial Year 2024-25, Mr. Archit Gupta was appointed as the Chief Executive Officer of the Company. He was appointed with effect from 30^th January, 2025.

As on date of signing, following changes in the compositions have been made:

Resignation of Mr. Sandeep Bansal (DIN: 05305244) as the director of the Company with effect from 30^th August, 2025.

Resignation of Mrs. Sarina Gupta (DIN: 08787098) Whole-time Director, Mrs. Rishita Gupta (DIN: 07932723), Director and Mrs. Rimple Sarin (M. No. 66345) Company Secretary of the Company with effect from 2^nd September, 2025

Directors retiring by Rotation:

No director is eligible to retire by rotation.

Declaration by the independent directors:

The Company has received declarations from the Independent Directors of the Company that they meet with the criteria of independence as prescribed under Sub- section (6) of Section 149 of the Companies Act, 2013 in compliance of Rule 6 (1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time and there has been no change in the circumstances which may affect their status as independent director during the year and they have complied with the code of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. It’s an optimum mix of expertise (including financial expertise), leadership and professionalism.

NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors have any pecuniary relationship or transactions with the Company which in the decision of the Board may affect the independence of the Directors.

MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year 2024-25, seventeen board meetings were held. The intervening gap between two meetings was not more than 120 days. The details of attendance of each Director at the Board Meetings during the year are, as under:

Name of Directors	Designation	No. of Board Directors	No. of Board Meeting attended
Mrs. Sarina Gupta	Whole Time Director	17	17
Mrs. Rishita Gupta	Non-Executive Director	17	17
Mr. Sandeep Bansal	Non-Executive Director	17	17
Mr. Roni Soni	Independent Director	17	9
Mr. Abdul Quadir	Independent Director	17	15

COMMITTEES OF THE BOARD OF DIRECTORS:

The following Statutory Committees have been constituted by the Board of Directors of the Company:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

AUDIT COMMITTEE

The Company has constituted the Audit Committee vide resolution passed in the meeting of Board of Directors held on 7^th November, 2022 as per the applicable provisions of the Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). As on date. the Audit Committee comprises following members:

S. No.	Name of Member	Category	Designation
1.	Mr. Roni Soni	Independent Director	Chairman
2.	Mr. Abdul Quadir	Independent Director	Member
3.	Mr. Arpit Gupta	Non-Executive Director	Member

The Company Secretary of our Company shall act as a Secretary of the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications to the shareholders in any matter relating to financial statements.

Meetings:

During the year 2024-25, five meetings of the Committee were held.

NOMINATION AND REMUNERATION COMMITTEE

The Company has formed the Nomination and Remuneration Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution 7^th November, 2022. As on date, the Nomination and Remuneration Committee comprises the following members:

S. No.	Name of Member	Category	Designation
1.	Mr. Abdul Quadir	Independent Director	Chairman
2.	Mr. Roni Soni	Independent Director	Member
3.	Mr. Arpit Gupta	Non-Executive Director	Member

The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee.

Meetings:

During the year 2024-25, one meeting of the Committee was held.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has formed the Stakeholders Relationship Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated 7^th November, 2022.

As on date, the constituted Stakeholders Relationship Committee comprises the following members:

S. No.	Name of Member	Category	Designation
1.	Mr. Arpit Gupta	Non-Executive Director	Chairman
2.	Mr. Roni Soni	Independent Director	Member
3.	Mr. Abdul Quadir	Independent Director	Member

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee.

Meetings:

During the year 2024-25, one meeting of the Committee was held.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS UNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013:

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Nomination and Remuneration Committee has carried out the annual evaluation of Individual Directors of the Company; and the Board of Directors has carried out the annual evaluation of the performance of performance of the Board and its Committees and Independent Directors. Further, Independent Directors also reviewed the performance of the NonIndependent Director and Board as a Whole and performance of the Chairman. The evaluation sheet for evaluation of Board, committees and Directors/Chairman were circulated to the respective meetings of the Board, Nomination and remuneration Committee and Independent Directors Separate Meeting. A separate meeting of the Independent Directors was held 14^th February, 2025 to consider the performance evaluation in accordance with Schedule IV of the Companies Act, 2013 The performance of the Board is evaluated based on composition of the Board, its committees, performance of duties and obligations, governance issues etc. The performance of the committees is evaluated based on adequacy of terms of reference of the Committee, fulfilment of key responsibilities, frequency and effectiveness of meetings etc. The performance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct, participation in board meetings, implementing corporate governance practices etc.

The Independent Directors are evaluated based on their participation and contribution, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behaviour and judgement.

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

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 is as follows:

¦ CONSERVATION OF ENERGY:

i) The steps taken or impact on conservation of energy:

Your company is committed to adopt energy efficient practices at its offices and other premises to reduce the consumption of power by analyzing power factor, maximum demand, working hours, load factor, specific energy consumption and monthly consumption.

ii) The steps taken by the Company for utilizing alternate sources of energy:

The Company has endeavored to reduce energy consumption by installation of LED bulbs in place of regular bulbs.

iii) The capital investment on energy conservation equipment:

During the year under review, Company has not incurred any capital investment on energy conservation equipment.

B. TECHNOLOGY ABSORPTION:

i) The effort made towards technology absorption:

The Company has not imported any technology and hence there is nothing to be reported here.

ii) The benefit derived like product improvement, cost reduction, product development or import substitution:

None

iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

a. The details of technology imported: Nil

b. The year of import: Not Applicable

c. Whether the technology has been fully absorbed: Not Applicable

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

iv) The expenditure incurred on Research and Development:

During the year under review, it has not incurred any Expenditure on Research and Development C. FOREIGN EXCHANGE EARNING AND OUTGO: (amount in lacs)
	Particulars	F.Y. 2024-25	F.Y. 2023-24
	Foreign Exchange Earning	324.04	802.45
	Particulars	F.Y. 2024-25	F.Y. 2023-24
	Foreign Exchange Outgo	Nil	2.73

PARTICULAR OF EMPLOYEES:

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached as “Annexure C” to this report.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

As on March 31, 2025, the Company did not have any subsidiary, joint venture or associate.

However, on August 14, 2025 the Company acquired 100% shareholding of M/s Dhansa Green Energy Private Limited, thereby making it a “Wholly Owned Subsidiary."

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2024-25.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

Not applicable during the financial year.

MATERNITY BENEFIT ACT:

The Company is committed to ensuring a safe, inclusive, and supportive work environment for all employees. The Company has complied with the provisions of the Maternity Benefit Act, 1961, and extends all benefits and protections under the Act to eligible employees. Adequate internal policies and

procedures are in place to uphold the rights and welfare of women employees in accordance with the applicable laws.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Report on CSR activities as required under the Companies (CSR Policy) Rules, 2014 along with the brief outline of the CSR policy is annexed as “Annexure D” and forms an integral part of this Report.

AUDITORS:

Statutory Auditors:

The Company’s Auditors, M/S Kapish Jain & Associates (FRN 022743N) Chartered Accountant (Statutory Auditors) having their office at New Delhi were appointed as statutory auditor for a term of 5 Years in the 38th Annual General Meeting of members of the company held on 30th September 2023 They have confirmed that they are not disqualified from continuing as Auditors of the company.

The Notes to the financial statements referred in the Auditors’ Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The report given by the Statutory Auditors on the financial statements of the Company is a part of this Annual Report as “Annexure E”. There were no qualifications, reservations, and adverse remark or Disclaimer given by the Statutory Auditors in their Report.

Reporting of frauds by Auditors:

During the year under review, the Auditors have not reported any instances of fraud under Section 143(12) of the Act, committed against the Company by its officers or employees, to the Audit Committee or the Board, the details of which would be required to be mentioned in the Directors’ Report.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules thereof, the Company has appointed M/s Himani Aneja & Associates, Practising Company Secretary, to conduct a Secretarial Audit for the year 2024 - 2025.

Observation by Secretarial Auditor:

“The Company has delayed the filing of Form MGT-14 with the Registrar of Companies beyond the prescribed time limit under the Companies Act, 2013.”

Management’s Explanation:

In response to this remark, the management has confirmed in writing that the requisite Form MGT-14 will be filed with the Registrar of Companies along with applicable additional fees in due course.

The Secretarial Audit Report for the year ended March 31, 2025 is annexed herewith as “Annexure F” to this Board’s Report.

Also, the board in their meeting held on September 02, 2025 have recommended the re-appointment of M/s Himani Aneja & Associates as the Secretarial Auditors of our Company for a period of five year commencing from April 01, 2025 till March 31, 2030.

COST AUDITORS:

M/s Gurvinder Chopra & Co., Cost Accountants (Registration No. 100260) were appointed as the Cost Auditors of the company to conduct audit of cost records for F.Y 2024-25 in accordance with provisions of Section 148 of the Companies Act, 2013 and rules thereof. The Cost Audit Report for the year ended March 31, 2025 is annexed herewith as “Annexure G” to this board report.

Also, the board in their meeting held on September 02, 2025 have recommended the re-appointment of M/s Gurvinder Chopra & Co. as the Cost Auditors of our Company for the Financial Year 2025-26.

INTERNAL AUDITOR:

The Board appointed M/s. KK Barnwal & Associates as Internal Auditors of the Company for the FY 2024-25 pursuant to the provisions of Section 138 of the Companies Act, 2013.

Also, the board in their meeting held on September 02, 2025 have recommended the re-appointment of M/s KK Barnwal & Associates as the Internal Auditors of our Company for the Financial Year 202526.

CEO/CFO CERTIFICATION

Since our Company does not fall under the class of companies specifically mandated to comply with Regulation 17(8) of SEBI LODR, the requirement of CEO/CFO certification is not applicable.

MATERIAL ORDER PASSED BY REGULATORS/COURTS/TRIBUNALS:

There was no material order passed by Regulators/Courts/Tribunals during the year under review impacting the going concern status and company’s operations in future.

CORPORATE GOVERNANCE:

The Company adheres to the best Corporate Governance practices and always works in the best interest of its stakeholders. The Company has incorporated the appropriate standards for corporate governance. Further, the Company is listed on NSE Emerge Platform and as such pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees or investments, if any, made during the Financial Year 2024-25, are disclosed in the notes attached to and forming part of the Financial Statements of the Company, prepared for the financial year ended March 31, 2025.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, which states:

a. in the Preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

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

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the Annual Accounts on a going concern basis;

e. the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has in place proper system of internal financial control which is commensurate with size and nature of business. The Company has an Audit Committee headed by the Independent Director, inter-alia, to oversee company’s financial reporting process, disclosure of financial information, and reviewing the performance of statutory and internal auditors with management.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

RELATED PARTY TRANSACTIONS:

All the Related Party Transactions which were entered into during the Financial Year 2024-25 were at arm’s length basis and in the ordinary course of business. Further, details of material related party transactions as required to be provided in format of AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) of the Companies Act, 2013 form part of this report as “Annexure H”.

ANNUAL RETURN:

As per the requirement of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with rules made there under, as amended from time to time, the Annual Return in Form MGT-7 is available on the website of the Company in the Annual Return section at https://ambeylab.com/annual-report/

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on Management Discussion and Analysis (MD&A) Report is included in this Report as mentioned from page 5 to 8.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place a policy on “Prevention of Sexual Harassment”, through which the Company addresses complaints of sexual harassment at the all workplaces. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no incidences/complaint reported under said Act.

RISK MANAGEMENT POLICY:

The Company has in place a Risk Management Policy for identification, assessment, measurement and reporting of business risks faced by the company. The same has also been adopted by your Board and is subject its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a whistle blower policy/ Vigil mechanism in compliance with the provision of Section 177(10) of the Companies Act, 2013 for the genuine concerns expressed by the employees and Directors about the unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct. The Company provides adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The Board has approved the policy for vigil mechanism which is available on the website of the Company at https://ambeylab.com/policies/

PROCEEDINGS INITIATED/ PENDING AGAINST THE COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

ACKNOWLEDGEMENT:

Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in the Company and express appreciation to the Workers, Executive Staff and Team Members at all levels.

---

Mar 31, 2024

Your Directors are pleased to present their 39^th Annual Report on the performance of your Company for the financial year ended March 31, 2024 along with the Audited Financial Statements, Auditor''s Report.

1.0 FINANCIAL PERFORMANCE OVERVIEW PROFITABILITY

(Amount in Lakhs)

Particulars	2023-24	2022-23
Total Income	12,205.67	10758.71
Less: Total Expenses	11,632.87	10202.33
Profit/ (Loss] Before Tax	543.15	550.26
Less: Tax Expenses	(229.02]	26.26
Profit/ (Loss] After Tax	772.17	524.00
RESERVE & SURPLUS
Particulars	2023-24	2022-23
Opening Balance of Surplus	(910.80]	(1439.80]
Profit/ (Loss] After Tax for the Year	772.17	524.00
Add: Prior Period adjustment	-	-
Add: Security Premium	371.06	-
Add: Revaluation of Land	1050	1050
Less: Other adjustment	-	-
Closing Balance of Surplus	1282.43	139.20

1.1 FINANCIAL AND OPERATIONAL HIGHLIGHTS

• Total income earned during the FY 2023-24 was ^ 12,205.67/- Lakhs.

• Net profit during the FY 2023-24 was ^ 772.17/- Lakhs

• Total expenditure of FY 2023-24 amounted to ^ 11632.87/- Lakhs

1.2 FUTURE OUTLOOK

Your company has reported an annual turnover to ^ 12,205.67/- Lakhs in the reporting year vis-a-vis ^ 10,758.71/-Lakhs in the previous year, due to the increase in domestic sales.

Your Company continued to focus on managing cash efficiently despite paying off debt and ensured it had adequate liquidity.

Your Company is performing well and the Board of Directors of the Company is continuously looking for future avenues of growth in exports and intermediaries.

2.0 SHARE CAPITAL

(a] Authorized Share Capital

The authorized share capital of the company as on March 31, 2024 was

25,00,00,000/- divided into 2,50,00,000 Lakh equity shares of Rs. 10/- each.

(b) Paid Up Capital

The paid up equity share capital as on March 31, 2024 was Rs. 18,68,88,190/-divided into 1,86,88,819 equity shares of Rs. 10/- each.

3.0 RESERVES

During the reporting period, Rs. 1,282.43/- Lakhs has been recorded as the Reserve and Surplus of the company.

4.0 DIVIDEND

The Company did not declare dividend d ur i ng the F.Y. 2023-2024.

5.0 NATURE OF BUSINESS

The Company is a SME listed Public Company engaged in the business of manufacturing agro chemicals, compounds and related pharmaceutical products and their repacking as well. There was no change in nature of the business of the Company during the year under review.

6.0 MATERIAL CHANGES AND COMMITMENTS, IF ANY (FROM THE END OF FINANCIAL YEAR TO THE DATE OF DIRECTORS REPORT):

During the reporting period following were the material changes occurred which would affect the financial position of the company.

(a) During the year company via Board resolution passed on 22^nd September 2023 and consequently In the Extra ordinary General Meeting held on 27^th September , 2023 on recommendation of Board sub-divided the equity shares of the company from the existing nominal value of Rs. 100/-each to nominal value of Rs. 10/- each.

(b) Company via Board resolution passed on 6^th November 2023, and Extraordinary General Meeting held on 29^th November 2023 increased the Authorized Share Capital of the Company from existing Authorized Share Capital of Rs. 20,00,00,000/-(Twenty Crores Only) divided into

20.000. 000 (Two Crore] Equity Shares of Rs. 10/- (Hundred Only] each to Rs. 25,00,00,000 (Twenty Five Crores Only] divided into 2,50,00,000 (Two Crore and fifty Lakh] Equity Share of Rs. 10/- each (Ten Only]

(c] During the year Company via Board Resolution passed on 16^th December

2023 and Extraordinary General Meeting held at shorter notice on 18^th November 2023 approval of the members of the company accorded for issuance and allotment of 500 (Five Hundred Only] Series A unlisted, secured, redeemable non-convertible debentures of face value of INR.

1.00. 000/- each (Rs. One Lakh Only]

(d] During the year Company via Board Resolution passed on 5^th February

2024 and Extraordinary General

Meeting held on 4^th March 2024 approval of the members of the company accorded for issuance and allotment of 500 (Five Hundred Only] Series A unlisted, secured,

redeemable non-convertible

debentures of face value of INR.

1.00. 000/- each (Rs. One Lakh Only]

(e] The Board of Directors of the Company passed a resolution on December 26, 2023 accorded to create, offer, issue and allot equity shares of an aggregate number up t-o and not exceeding 5,000/- Lakhs (Five Thousand Lakhs Only] equity Shares at a price as may be decided by Board of Directors in consultation with Book Running Lead Manager via Initial Public Offer. The "Shareholders has accorded their consent for the said issue via Special Resolution passed on January 24, 2024 at their Extra Ordinary meeting.

(f] The Company filed its Draft Red

herring Prospectus to the National Stock Exchange on February 2^nd 2024 in process of getting listed on emerge platform of National Stock Exchange.

After Closure of the Year following material changes were occurred.

(a] The Board of Directors of the Company passed a resolution on July 9^th 2024 to create, offer, issue and allot equity shares of an aggregate number of 65,70,000 at the face value of Rs. 10 each at an Issue Price of Rs.68/- per Equity Share (including Securities Premium of Rs. 58/- Per Equity Share] allotted to the respective successful applicants in the various categories as approved in consultation with Authorised Representative of the Designated Stock Exchange.

7.0 DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary/Joint Ventures/Associate Companies.

8.0 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the reporting period, the company has neither given any loans and advances nor made any investments as per Section 186 of the companies Act, 2013.

9.0 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188 (1] of Act are

made on arm length basis, hence no AOC-2 is required for the same.

10.0 NUMBER OF BOARD MEETINGS HELD

The Board of Directors of the Company met 22 (Twenty Two] times during the Financial Year 2023-24. The meetings were held on the following dates:

• April 08, 2023

• July 20, 2023

• August 3, 2023

• August 24, 2023

• September 09, 2023

• September 16, 2023

• September 18, 2023

• September 22, 2023

• September 26, 2023

• October 03, 2023

• October 11, 2023

• October 25, 2023

• October 27, 2023

• November 06, 2023

• December 16, 2023

• December 21, 2023

• December 22, 2023

• December 26, 2023

• February 02, 2024

• February 05, 2024

• February 12, 2024

• March 30, 2024

11.0 DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2023, your Company had 5 Directors.

There has been change in the constitution of Board of Directors during the year under review i.e. the structure of the Board has been updated as per requirements of Section 149 of companies Act, 2023.

As per the provisions of the Companies Act, 2013, Mrs. Rishita Gupta will retire at the Annual General Meeting eligible for retirement under rotation.

11.1 KEY MANAGERIAL PERSONNEL

During the F.Y. 2023-24 for the provisions of Section 203 of the Companies Act, 2013. Following were the KMPs of the company.

S. No. Name Designation

1. Rimple Sarin Company Secretary

2. Sarvar Alam CFO

12.0 INTERNAL FINANCIAL

CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls commensurate with nature and size of the business activity and with reference to the financial statements. The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Company''s business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

13.0 DEPOSITS

The Company has not accepted any fixed deposit during the year under review Apart from exempted category of deposits and has filed the required return for the same.

14.0 AUDIT COMMITTEE

The Company has formed audit committee in its Board Meeting held on October 28, 2022 in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result.

Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met (Twice] viz on; September 09, 2023 and December 22^nd 2023 all the eligible members attended the meeting duly and in time.

The composition of the committee is given below:

Name	Designation
Mr. Roni Soni	Chairperson
Mr. Abdul Quadir	Member
Mrs. Rishita Gupta	Member

15.0 STATUTORY AUDITORS

The Company''s Auditors, M/S Kapish Jain & Associates (FRN 022743N) Chartered Accountant (Statutory Auditors] having their office at New Delhi were appointed as statutory auditor for a term of 5 Years in the 38^th Annual General Meeting of members of the company held on 30^th September 2023

They have confirmed that they are not disqualified from continuing as Auditors of the company.

The Notes to the financial statements referred in the Auditors Report are selfexplanatory and therefore do not call for any comments under Section 134 of the

Companies Act, 2013. The Auditors'' Report to the Members for the financial year under review does not contain any qualifications, reservations, adverse remarks or disclaimer.

16.0 CORPORATE SOCIAL RESPONSIBILITY (CSR)

Based on the profitability criteria for the year, Corporate Social responsibility requirements under section 135 of the Companies Act, 2013 are applicable to the Company for the year under review.

The company is seeking and planning to incorporate the CSR initiatives to address the requirements of Section 135 for financial year 2023-24.

17.0 NOMINATION AND

REMUNERATION COMMITTEE AND VIGIL MECHANISM

The provisions of Section 178 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers] Rules, 2014 are applicable to the Company. Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company.

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

Name	Designation
Mr. Abdul Quadir	Chairperson
Mr. Roni Soni	Member
Mrs. Rishita Gupta	Member

The meeting of Nomination and Remuneration Committee was held on 27^th October 2023

18.0 EXTRACT OF THE ANNUAL RETURN

As required under Section 134(3)(a) of the Companies Act, 2013, the Annual Return under Section 92 in the prescribed form shall be available on our website ambeylab.com.

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

The details in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3] (m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts] Rules, 2014 are given as under:

• Conservation of Energy:

The company''s operations are not power extensive. The company is taking every step to conserve and minimize the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipment''s etc.

• Technology absorption:

The company has not imported any technology during the financial year 2023-24.

• Foreign Exchange Earnings and Outgo:

The foreign exchange direct export income was Rs. 802.45Lakhs and Expenses of Rs. 2.73 Lakhs.

20.0 COMPLIANCE OF SECRETARIAL STANDARD

During the year 2023-24, the Company has complied with applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

21.0 DECLARATION BY AN

INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two Non-Promoter NonExecutive Independent Directors in line with the act. 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 Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

22. 0 DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF

As Company has not done any one time settlement during the year under review hence no disclosure is required.

23.0 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an appropriate policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal] Act, 2013, to prevent sexual harassment of its employees. The Policy has been communicated internally to all employees. Internal Complaints

Committee has been set up to redress

complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees] are covered under this policy. The Company did not receive any complaints during the financial year.

24.0 MANAGERIAL REMUNERATION

24.1 Details of the ratio of the

remuneration of each director to the median employee''s

remuneration and other details as required pursuant to Rule 5(1] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014. - N.A.

24.2 Details of every employee of the Company as required pursuant to 5(2] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014-None of the employee covers under this clause.

24.3 Any director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from

any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board''s Report - N.A.

24.4 The following disclosures shall be mentioned in the Board of Director''s report under the heading “Corporate Governance”, if any, attached to the financial statement-N.A.

• all elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors;

• details of fixed component and performance linked incentives along with the performance criteria;

• service contracts, notice period, severance fees;

• stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which is exercisable.

25.0 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There were no employees of the company who have drawn remuneration in excess of the limits set out under Section 197(12] of the Act read with Rules 5(2] and 5(3] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules 2014.

26.0 SECRETARIAL AUDIT REPORT

This clause is applicable to Listed Company and every public company having a paid-up share capital of fifty

crore rupees or more or every public company having a turnover of two hundred fifty crore rupees or more. This clause is not applicable to your company for F.Y 2023-24

27.0 RISK MANAGEMENT POLICY

27.1 The Company has in place a Risk Management Policy for identification, assessment, measurement and reporting of business risks faced by the company. The same has also been adopted by your Board and is subject its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

28.0 DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, state that—

28.1 In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

28.2 The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

28.3 The directors had taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

28.4 The directors had prepared the annual accounts on a going concern basis; and

28.5 The directors had laid down internal financial controls to be followed by the company and that such internal financial controls were adequate and were operating effectively.

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

29.0 DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the reporting period no fraud was

noticed or reported by the Auditor.

30.0 DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUBSECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS SHALL BE MADE AND MAINTAINED

The Directors state that maintenance of

Cost Records as specified by the Central

Government under Section 148(1] of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 has been applicable to the company, accordingly such accounts and records are maintained by the Company.

M/s Gurvinder Chopra & Co., Cost Accountants (Registration No. 100260) has been appointed as the Cost Auditors of the company to conduct audit of cost records for F.Y 2023-24. Further, as per Section 148 of the Companies Act, 2013, The remuneration payable to the Cost Auditor is required to be ratified at the ensuing Annual General Meeting.

The Company has maintained cost accounts and records in accordance with provisions of Section 148 of the Companies Act, 2013 and rules thereof.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

31.0 DETAILS OF THE APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

For the year under review no such application or proceedings has been initiated against the company.

32.0 WEBSITE The Company has maintained a functional

Website namely www.ambeylab.com containing basic information about the Company. The website of the Company is also containing information like Policies, Financial results, Annual Reports and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company.

33.0 ACKNOWLEDGEMENTS

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, Local Bodies, Customers, Suppliers, Executives and Staff at all levels for their continuous cooperation and assistance.

FOR AMBEY LABORATORIES LIMITED

Director Director

Sarina Gupta Rishita Gupta

DIN:08787098 DIN:07932723

Company Secretary CFO Rimple Sarin Sarvar Alam

M.No: A66345

Place: New Delhi Date: 07/09/2023