Directors Report of Ambani Orgochem Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 39^th Annual Report together with the Audited Accounts for the year ended March 31, 2025.

1. FINANCIAL PERFORMANCE:

(Amount in lakhs)
Particulars	Standalone		Consolidated
	2024-25 (Rs.)	2023-24 (Rs.)	2024-25 (Rs.)	2023-24 (Rs.)
Revenue from Operations (Net of Taxes)	19253.87	13620.16	19253.87	13,620.16
Other Operating Income	138.88	47.63	138.89	47.65
Total Income	19392.75	13667.79	19392.76	13,667.81
Profit before depreciation, exceptional items and Tax	(12.83)	(452.98)	(5.59)	(447.61)
Less: Depreciation and amortization expense	303.65	278.58	307.66	282.63
Less: Exceptional Items	-	261.93	-	261.93
Profit before Tax	35.93	19.88	(5.59)	(709.55)
Less: Tax Expense	128	280.53	129.01	279.21
Net profit for the period	(92.08)	300.41	(85.47)	304.43

2. TURNOVER & PROFITS:

Standalone:

During the year under review, the sales and other income increased from Rs. 13667.79 (in Lakhs) to Rs. 19392.75 (in lakhs) as compared to previous financial year. The Net Loss after tax stood at Rs. (92.08) (in lakhs) as against profit of Rs. 300.41 (in lakhs) in the previous financial year.

Consolidated:

During the year under review, the sales and other income increased from Rs. 13,667.81 (in lakhs) to Rs. 19,392.76 (in lakhs) as compared to previous financial year. The Net Loss after tax

stood at Rs. (85.47) (in lakhs) as against profit of Rs. 304.43 (in lakhs) in the previous financial year

3. SHARE CAPITAL STRUCTURE:Authorised Share Capital:

The Authorized Share Capital of the Company is Rs. 20,00,00,000/- (Rupees Twenty Crores) divided into 1,30,00,000 (One Crore Thirty Lakhs) Equity shares of Rs. 10/- (Rupees ten only) each and 70,00,000 (Seventy Lakhs) Preference Shares of Rs. 10/- (Rupee ten only).

Issued, Subscribed and Paid up Share Capital:

The Paid up Share Capital as at the start of the financial year stood at Rs. 13,34,90,590/- (Rupees Thirteen Crores Thirty- Four Lakhs Ninety Thousand Five Hundred and Ninety) divided into 76,58,659 (Seventy -Six lakh Fifty-Eight Thousand Six hundred and Fifty-Nine Lakhs) Equity shares of Rs. 10/- (Rupees ten only) each and 56,90,400 (Fifty-Six Lakhs Ninety Thousands and Four Hundred) Preference Shares of Rs. 10/ - (Rupee ten only).

During the year under review, the company has issued and allotted 12,60,000 (Twelve Lakh and Sixty Thousand) Convertible Share Warrants (hereinafter referred to as "warrants") carrying an entitlement to subscribe to an equivalent number of Equity Shares having Face value of Rs. 10/-(Rupees Ten Only) each at the price of Rs. 90/- per share.

During the year under review, the company has made allotment of 6,00,000 (Six Lakh Only) Equity Shares with respect to exercise of convertible Share Warrants on 16^th November, 2024.

4. LISTING FEE:

The Company confirms that the annual listing fee to NSE Limited for the financial year 2024-25 & 2025-26 has been paid.

5. CHANGE OF NAME OF THE COMPANY:

During the year under review, the company has applied for change of name of the company from "Ambani Organics Limited" to "Ambani Orgochem Limited" with the Registrar of Companies ("ROC"). Pursuant to the approval of the ROC dated June 22, 2024, the name of the Company has been changed to "Ambani Orgochem Limited".

6. DIVIDEND

In order to preserve funds for future business endeavors, your directors do not recommend any dividend on equity shares. However, the company has provided dividend on preference shares amounting to Rs. 68.28 (In Lakhs)

7. PUBLIC DEPOSIT

Your Company did not raise any public deposit during the year. Further the company has complied with the annual filing as required under rule 16 and 16A of the Companies (Acceptance of Deposits) Rules, 2014 for the financial year ended March 31, 2025.

8. CHANGES IN NATURE OF BUSINESS

There is no significant change made in the nature of the company during the financial year.

9. SECRETARIAL STANDARD OF ICSI

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS - 1 and SS - 2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

10. IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

11. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with the workers and employees at all levels.

12. NAME OF THE COMPANIES, WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company has two Subsidiary Companies i.e. Omega Woven Mills Private Limited and Om Maruti Glasswool & Wirenetting Products Private Limited. The Company does not have any Joint Venture and Associate Company. However, no company has ceased to be subsidiary company during the year under review.

Performance of Subsidiaries is as follows:

The total revenue of Om Maruti Glasswool & Wirenetting Products Private Limited stood at Rs. 6.01 (in lakhs) [Previous year Rs. 6.01 (in lakhs)] and Net Profit for the year stood at Rs. 3.47 (in lakhs) [Previous year Net Profit Rs. 1.86 (in lakhs)].

The total revenue Omega Woven Mills Private Limited stood at Rs. 6.00 (in lakhs) [Previous year Rs. 6.00 (in lakhs)] and Net Profit for the year stood at Rs. 3.18 (in lakhs) [Previous year Net Profit Rs. 2.18 (in lakhs)]

The details of the same are given in Form AOC-1 as "Annexure A" forming part of Annual Report. The details of the Policy on determining Material Subsidiary of the Company is available on Company''s website.

13. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM:

Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the enterprise. These levels form the strategic defense cover of the Company''s risk management. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company.

14. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Company on various activities also puts necessary internal control systems in place to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Particulars of contract or arrangements with related parties are annexed herewith in Form AOC 2 as "Annexure- B".

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Company''s website.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders passed by any Regulators or Court or Tribunal which would impact the going concern status of the Company and its future operations.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details relating to loans or guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 during the Financial Year forms part of the Financial Statement.

18. TRANSFER TO RESERVES

During the FY 23-24, the company had issued 41,26,000 warrants at an issue price of Rs. 80 each, against which the company received Rs. 8.25 crores as 25% upfront money in the said year. As per the terms of the issue, these warrants were due for conversion within 18 months from the date of issue of such warrants. During the FY 23-24, out of the total warrants issued, the company received full consideration for 6,26,000 warrants and the same were converted to Equity shares in that year. In FY 24-25, the company further received full consideration towards 6 Lakh warrants and the same has converted into equity shares during the year. However, for the balance 29,00,000 warrants, the subscribers did not pay the balance 75% amount and hence the company forfieted an amount of Rs. 5.80 Crores which was the application money pending for allotment and the said amount was transferred to General Reserves during FY 2024-25.

19. DIRECTORS & KEY MANAGERIAL PERSONNELi. Appointment/Re-appointment/Resignation of Directors:

During the period under review, there has been following appointment/re-appointment of the directors of the company:

a. Mr. Bhavin Patel (DIN: 10482169) was appointed as an Additional Non-Executive Director of the company with effect from February 20, 2024. Further, his appointment was regularized by the members of the company and was appointed as Non-Executive Director of the company with effect from April 30, 2024.

b. Mr. Neerajkumar Amarjeet Pandey (DIN: 10495819) was appointed as an Additional Non-Executive Director of the company with effect from February 20, 2024. Further, his appointment was regularized by the members of the company and was appointed as NonExecutive Director of the company with effect from April 30, 2024.

There has been resignation of the below mentioned directors of the company after the closure of the financial year:

a. Mr. Sharad P Kothari (DIN: 08029922), has tendered his resignation from the post of Non-Executive Director of the Company with effect from 15th July, 2024.

b. Mr. Dilipkumar Vikamchand Mehta (DIN: 08122334) has tendered his resignation from the post of Non-Executive Director of the Company with effect from 23rd July, 2024.

ii. Retire by Rotation - Mr. Neerajkumar Amarjeet Pandey

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Neerajkumar Amarjeet Pandey (DIN: 10495819), Non-Executive Director of the company is liable to retire by rotation in the 39th Annual General Meeting and being eligible, he offers himself for re-appointment.

iii. Key Managerial Personnel

Pursuant to the Section 2(51) and provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel (KMP) of the Company as on 31st March, 2025 are as follows:

â¢ Mr. Rakesh Hasmukhlal Shah (DIN: 00503074), Managing Director of the Company

â¢ Mrs. Apooni R. Shah (DIN: 00503116), Wholetime Director of the company

â¢ Mr. Paresh Harsukhlal Shah, Chief Executive Officer (CEO) of the Company

â¢ Mr. Bhavesh Babulal Pandya, Chief Financial Officer (CFO) of the Company

â¢ Ms. Vaanie Dangi, Company Secretary & Compliance Officer of the company

iv. Declaration by Independent Directors:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with rules framed thereunder and SEBI (LODR) Regulation.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

In terms of regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence as mentioned under regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

v. Annual Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of Sections 134, 178 and Schedule IV of the Companies Act, 2013. Evaluation was done after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, performance of specific duties, independence, ethics and values, attendance and contribution at meetings etc.

The performance of the Independent Directors was evaluated individually by the Board after seeking inputs from all the directors on the effectiveness and contribution of the Independent Directors.

The performance of the Committees was evaluated by the Board after seeking comments from the Committee members based on the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board reviewed the performance of the individual Directors on the basis of the contribution of the individual Director during Board and Committee meetings.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, and the performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The Independent Directors also assessed the quality, frequency and timeliness of flow of information between the Board and the management that is necessary for effective performance

vi. Familiarization Programme for Independent Director:

The Company, from time to time organize the Familiarization Program for its Independent Directors. The objective of the familiarization program is to familiarize Company''s Independent Directors inter-alia on the following:

a) Nature of the Industry in which the Company operates;

b) Business environment and operational model of various business divisions of the Company;

c) Roles, Rights and Responsibilities of Directors;

d) Important changes in the Regulatory framework having impact on the Company;

In addition, the Company also undertakes initiatives to update the Independent Directors about:

a) On-going events and developments relating to the Company and significant changes in the Regulatory environment by way of presentations.

b) Operations and financial performance of the Company.

The company has conducted the familiarization Programme for the FY2024-25 and the detail of the Programme is uploaded on the website of the company which can be accessed at https://ambaniorgochem.com/

vii. Remuneration Policy for the Directors, Key Managerial Personnel and other Employees:

In terms of the provisions of Section 178 (3) of the Act, the Nomination & Remuneration Committee is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The Nomination & Remuneration Committee is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personal and other employees. In line with this requirement, the Board has formulated a policy which is uploaded on the website of the company and can be accessed at https://ambaniorgochem.com/

viii. Non Disqualification of Directors:

None of the Directors on the Board of the Company for the Financial Year ending on March 31, 2024 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

20. MEETING OF BOARD OF DIRECTORSA. Number of Board Meetings in the year (FY 2024-25)

The Board met 7 (Seven) times during the financial year 2024-25 on 03/06/2024, 24/07/2024, 05/09/2024, 14/11/2024, 12/12/2024, 20/02/2025 and 19/03/2025 the intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

B. Attendance of Directors at Board meetings held during the year:

Sr. No.

Name of Director

Category of Director

No. of Board Meetings attended

Attendance at the lastAGM

Rakesh Hashmukhlal Shah (DIN: 00503074)

Managing

Director

7 of 7

Yes

2.	Apooni Rakesh Shah (DIN: 00503116)	Whole time Director	7 of 7	Yes
3.	Sanjay Natwarlal Mehta (DIN: 08100745)	Independent Director	7 of 7	Yes
4.	Prakash Anna Mahanwar (DIN: 08100755)	Independent Director	7 of 7	Yes
5.	Bhavin Jitendra Patel (DIN: 10482169)	Non-Executive Director	7 of 7	Yes
6.	Neerajkumar Amarjeet Pandey (DIN: 10495819)	Non-Executive Director	7 of 7	Yes

Mr. Bhavin Jitendra Patel and Neerajkumar Amarjeet Pandey were appointed as an Additional Non-Executive Director w.e.f. February 20, 2024 and were regularized w.e.f April 30, 2024, by the members of the company.

C. Separate Meeting of Independent Directors:

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI Listing Regulations, 2015, the independent directors held their separate meeting on 20th February 2025, without the attendance of non-independent directors and members of Management, inter alia, to discuss the following:

i) Review the performance of non-independent directors and the Board as a whole;

ii) Review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

iii) Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties; and

All Independent Directors were present at the meeting, deliberated on the above and expressed their satisfaction on each of the matters.

21. COMMITTEES OF THE BOARD:

There are currently three committees of the Board which are as follows:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholder''s Relationship Committee

D. Allotment Committee

The Composition of the committees and relative compliances, are in line with the applicable provisions of the Companies Act, 2013 read with Rules and Listing Regulations. Details of term of reference of the Committees, Committees Membership and attendance at Meetings of the Committees are provided as follows:

A. Audit Committee

The Composition and quorum of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013. All members of the Audit Committee possess financial/accounting expertise/exposure.

The Audit committee met four (4) times during the financial year 2024-25. The Committee met on 03/06/2024, 05/09/2024, 14/11/2024 and 20/02/2025. The Necessary quorum was present for all Meetings. The table below provides composition and attendance of the Audit Committee.

Sr. No.	Name	Category	Meetings Attended
1	Mr. Sanjay Natwarlal Mehta	Chairman & Independent Non-Executive Director	4 of 4
2	Mr. Rakesh Hashmuklal Shah	Member & Managing Director	4 of 4
3	Mr. Prakash Anna Mahanwar	Member & Independent Non-Executive	4 of 4
		Director

The primary objective of the Committee is to monitor and provide an effective supervision of the Management''s financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting and its Compliances with the legal and regulatory requirements. The committee oversees the work carried out in the financial reporting process by the Management and the Statutory Auditors and, note the process and safeguards employed by each of them.

Term of reference:

The term of reference, role, powers, rights, authority and obligations of the Audit Committee are in conformity with the applicable provisions of the Companies Act, 2013 and Listing

Obligation Requirements (including any statutory modification(s) or re- enactment or amendment thereof.

B. Nomination & Remuneration Committee;

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination & Remuneration committee met one (1) time during the Financial Year 2024-25. The Committee met 24/07/2024. A brief detail of the policy is posted on the website of the Company i.e. www.ambaniorgochem.com. The table below provides composition and attendance of the Nomination and Remuneration Committee.

Sr No.	Name	Category	Meetings Attended
1	Prakash Anna Mahanwar	Chairman & Independent Non-Executive Director	1 of 1
2	Sanjay Natwarlal Mehta	Member & Independent NonExecutive Director	1 of 1
3	Sharad Kothari	Member & Non-Executive Director	1 of 1

C. Stakeholders Relationship Committee;

The Shareholders/Investors Grievance Committee as Stakeholders Relationship Committee is constituted in accordance with the provisions of the Companies Act, 2013.

The Stakeholders Relationship Committee met one (1) time during the financial year 2024-25. The Committee met on 20/02/2025. The necessary quorum was present for the Meeting. The table below provides composition and attendance of the Stakeholders Relationship Committee.

Sr No.	Name	Category	Meetings Attended
1.	Mr. Sharad Kothari	Chairman & Non-Executive Director	1 of 1
2.	Mrs. Apooni Shah	Member& Wholetime Director	1 of 1
3.	Mr. Rakesh Shah	Member & Managing Director	1 of 1

D. Allotment Committee:

The board has constituted the Allotment Committee during the financial year 2024-25 for the purpose of the issue and allotment of securities of the company.

The committee met 2 (two) times during the year under review. The Committee met on 16/11/2024 and 20/02/2025. The necessary quorum as decided by the board while constituting the committee was present for the Meeting. The table below provides composition and attendance of the Allotment Committee.

Sr No.	Name	Category	Meetings Attended
1.	Mr. Rakesh H. Shah	Chairman & Managing Director	2 of 2
2.	Mrs. Apooni R. Shah	Member & Wholetime Director	2 of 2
3.	Mr. Prakash Anna Mahanwar	Member& Independent Director	2 of 2

22. MEETING OF MEMBERS OF THE COMPANY:

During the year, 38^th Annual General Meeting of the Company was held on 30^th September, 2024 through Video Conferencing (VC)/Other Audio Visual Means (OVAM) commenced at 4.00 p.m.

The company also had extra ordinary general meeting during the year under review, the meeting was held on April 30, 2024 & January 09, 2025 at Registered Office of the Company situated at N 44 MIDC Tarapur, Boisar Thane - 401 506.

23. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the financial year 2023-24, a major fire incident that took place at one of our manufacturing plants located at D-3 - 167, 168 & D-3 - 169, Dahej Industrial Area, Dist -Bharuch Gujarat - 392 165 on February 10, 2024.

Production operation at the said plant was suspended temporarily for a certain period. Operations at other manufacturing plant were operating normally without any likely impact.

However, our company has resumed the commercial productions at our manufacturing plant located at D-3 - 167, 168 & D-3 - 169, Dahej Industrial Area, Dist - Bharuch Gujarat - 392 165 w.e.f. February 15, 2025 and the Company has received an amount of Rs. 20,48,63,586/- (Rupees Twenty Crores Forty-Eight Lakhs Sixty-Three Thousand Five Hundred and Eighty-Six) on 26/03/2025 from The New India Assurance Company Limited towards the Fire Insurance Claim for Loss of Asset. However, the Insurance Claim for the Loss of Profit is still awaited from the Insurance Company.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

(a)	Conservation of energy
(i)		the effort made towards technology absorption		Nil
(ii)		the benefits derived like product improvement cost reduction product development or import substitution		Nil
(iii)		in case of imported technology (important during the last three years reckoned from the beginning of the financial year)		Nil
		(a) the details of technology imported
		(b) the year of import;
(iv)		whether the technology been fully absorbed;		Nil
		if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.
		the expenditure incurred on Research and Development
(i)		the effort made towards technology absorption		Nil
(b)	Technology absorption
(i)	the steps taken or impact on conservation ofenergy		Company''s operation does not consume significant amount of energy.
(ii)	the steps taken by the company for utilizing alternate sources of energy.		Not applicable, in view of comments in clause (i)
(iii)	The capital investment on energy conservation equipment''s		Not applicable, in view of comments in clause (i)

Expenditure in Foreign Currency- Rs. 26.24 (in lakhs) Earnings in Foreign Exchange- Rs. 7644.41 (in lakhs)

25. WEBLINK OF ANNUAL RETURN:

In accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Amendment Rules, 2021, The Annual Return as referred in Section 134(3)(a) of the Act for the financial year ended March 31, 2025 is available on the website of the Company https://ambaniorgochem.com/investor

26. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of the Section 134(3) (c) of the Companies Act, 2013.

(i) That in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Financial Statements as "Significant Accounting Policies" have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken 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;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) Those proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

27. SHARE TRANSFER SYSTEM

All share transfer, dematerialization and related work is managed by Link Intime India Pvt. Ltd, C-101, 247 Park, 1st Floor, L.B.S Marg, Vikhroli (West), Mumbai - 400 083. Shareholders are requested to send all share transfer requests, demat/remat requests, correspondence relating to shares i.e. change of address, Power of Attorney, etc. to the registrar and transfer agents.

28. SHARE CAPITAL AUDIT

As stipulated by Securities and Exchange Board of India (SEBI), M/ s. Mayank Arora & Co., Practicing Company Secretaries carried out the Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and shares held physically as per the register of members and the total issued and listed capital.

29. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under Insolvency and Bankruptcy Code, 2016.

30. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of Loans taken from Banks and Financial Institutions.

31. INVESTORS CORRESPONDENCE MUFG Intime India Private Limited,

C-101, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai - 400083.

Tel No: 91 (22) - 4918 6000 Fax No: 91 (22) 2820 7207 Email-id: [email protected] Website: https://in.mpms.mufg.com/

32. AUDITORSa. Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 read with rules made thereunder, Shambhu Gupta & Co., Chartered Accountants, having Firm Registration No. 007234C, Chartered Accountants have been appointed as the statutory auditors of the company to hold the office till the conclusion of the Annual General Meeting of the company to be held in the financial year 2026-27 in accordance with the provisions of section 141 of Companies Act, 2013.

b. Internal Auditor

The provision of Section 138 of the Companies Act, 2013 is applicable to company and company has appointed M/s. Hardik Vora & Associates, to carry out internal Audit for the financial year 2024-25 based on the recommendation of the Audit Committee.

c. Secretarial Auditor

Pursuant to provision of section 204 of The Companies Act, 2013 and rules made thereunder, M/s. Nidhi Bajaj & Associates, Company Secretaries has been appointed as Secretarial Auditor of the company for the Financial Year 2024-25 at the meeting of Board of Directors held on 05th September, 2025. A Secretarial Auditor Report in Form MR-3 given by M/s. Nidhi Bajaj & Associates for the Financial Year ended on 31st March, 2025 has been provided in "Annexure C" which forms parts of this Director''s Report.

33. COST RECORDS AND COST AUDIT

The provisions of Section 148(1) of the Companies Act, 2013 is applicable to the company and thus the company has appointed Rampurawala Mohammed A & Co, Cost Accountants to carry out the cost audit for the financial year 2024-25.

34. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:a) Statutory Auditors Qualification:

There were no qualifications, reservations or adverse remarks made by the Auditor in his report made for the financial year under review. The financial statements of the Company for the financial year 2024-25 is unmodified & self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013, the declaration of unmodified opinion as required under the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 has been provided by the company to the stock exchange.

b) Secretarial Audit Report by Practicing Company Secretary:

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report made for the financial year under review.

c) Details of fraud reported by the auditor under sub-section (12) of section 143 of the Companies Act 2013:

There were no frauds which are reported to have been committed by employees or officers of the Company. The statutory auditors of the Company have vide their report of even date

confirmed that no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

35. DISCLOSURE OF EMPLOYEES REMUNERATION

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 read Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-D. The provisions of Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the company as none of the employees was in receipt of remuneration in excess of the limit prescribed in the said rule during the financial year 2024-25.

36. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of section 135 of the Companies Act, 2013 is not applicable to the company since the company have not exceeded the limit as specified under the said section, therefore company has not made any expenditure towards corporate social responsibility and is not required to constitute a Corporate Social Responsibility Committee.

37. WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company has formulated a Whistle Blower Policy / Vigil Mechanism, which provides a formal mechanism for all employees and the Directors of the Company to report about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or an event he becomes aware of that could have a detrimental effect on the business or reputation of the Company and provides reassurance that they will be protected from reprisals or victimization for whistle blowing. The Policy has been posted on the Company''s website. No person was denied access to the Chairperson of the Audit Committee to report any concern. The said Whistle Blower Policy has been disseminated on the Company''s website.

38. SEXUAL HARASSMENT & NUMBER OF SEXUAL HARASSMENT COMPLAINTS RECEIVED DURING THE FINANCIAL YEAR

The Company is committed to uphold and maintain the dignity of women employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and Redressal of such complaints. The Company has not received any complaint of sexual harassment at workplace during the year.

The below table provides details of complaints received/disposed during the financial year 2024-2025:

Number of complaints filed during the financial year	Nil
Number of complaints disposed of during the financial year	Nil
Number of complaints pending for more than 90 days	Nil

39. CORPORATE GOVERNANCE:

Since the Company''s Securities are listed on SME Emerge platform of National stock Exchange of India Limited, by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and clause (b) to (i) of sub - regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the company. Hence corporate Governance does not form part of this Board''s Report.

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 forms part of this report.

41. PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Inside Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Inside Trading Policy of the company lays down guidelines and procedure to be followed, and disclosure to be made while dealing with shares of the company as well as consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in the Company''s shares.

The Company had in place a "Code of Conduct for Prevention of Insider Trading and Corporate Disclosure Practices", in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Accordingly, the Board approved and adopted:

a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; and

b. Code of Conduct to Regulate, Monitor and Report Trading by its employees and other connected persons.

The code referred to in (a) above is placed on the Company''s website https://ambaniorgochem.com/

42. CODE OF CONDUCT

The Board of Directors of the Company has laid down a Code of Conduct for all the Board Members and Senior Management personnel of the Company. The Board Members and the Senior Management personnel have confirmed compliance with the code for the financial year 2024-25. The requirement of declaration by chief executive officer stating the compliance with the code of conduct of is not applicable for the company listed on SME platform. Therefore, such declaration does not form part of this annual report.

43. CERTIFICATION FROM CHIEF FINANCIAL OFFICER AND CHIEF EXECUTIVE OFFICER OF THE COMPANY:

The Company has obtained a compliance certificate in accordance with Regulation 17(8) of listing Regulations from Mr. Bhavesh Babulal Pandya, Chief Financial Officer and Mr. Paresh Harsukhlal Shah, Chief Executive Officer of the Company. The same forms a part of this Annual Report and is annexed as "Annexure E".

44. TRANSFER OF UNCLAIMED SHARES/DIVIDEND AND INTEREST THEREON TO IEPF:

As required under Section 124 of the Act there are no unclaimed shares /dividend and interest thereon lying with the Company for a period of seven years liable to be transferred to the Investor Education and Protection Fund established by the Central Government.

45. ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation to the Bankers of the Company, Company''s customers, vendors and investors for their continued support during the year.

The Directors also wish to place on record their appreciation for the dedication and contribution made by employees at all levels and look forward to their support in future as well.

Mar 31, 2024

Your Directors have pleasure in presenting their 38^th Annual Report together with the Audited Accounts for the year ended March 31, 2024.

1. FINANCIAL PERFORMANCE:

(Amount in lakhs)

Particulars	Standalone		Consolidated
	2023-24 (Rs.)	2022-23 (Rs.)	2023-24 (Rs.)	2022-23 (Rs.)
Revenue from Operations (Net of Taxes)	13620.16	13,248.38	13,620.16	13,248.39
Other Operating Income	47.63	29.73	47.64	29.74
Total Income	13667.79	13278.11	13,667.80	13,278.13
Profit before depreciation, exceptional items and Tax	(174.4)	440.88	(164.98)	451.75
Less: Depreciation and amortization expense	278.58	141.66	282.63	145.70
Less: Exceptional Items	261.93	4.59	261.93	4.59
Profit before Tax	(714.92)	294.63	(709.55)	301.46
Less: Tax Expense	280.53	(103.93)	279.20	(103.77)
Net profit for the period	300.42	190.71	300.41	197.69

2. TURNOVER & PROFITS:

Standalone:

During the year under review, the sales and other income increased from Rs. 13278.11 (in Lakhs) to Rs. 13667.79 (in lakhs) as compared to previous financial year. The Net Profit after tax stood at Rs. 300.42 (in lakhs) as against profit of Rs. 190.71 (in lakhs) in the previous financial year.

Consolidated:

During the year under review, the sales and other income increased from Rs. 13,278.13 (in lakhs) to Rs. 13,667.80 (in lakhs) as compared to previous financial year. The Net Profit after tax stood at Rs. 300.41 (in lakhs) as against profit of Rs. 197.69 (in lakhs) in the previous financial year.

3. SHARE CAPITAL STRUCTURE:

Authorised Share Capital:

The Authorized Share Capital of the Company is Rs. 14,00,00,000/ - (Rupees Fourteen Crores) divided into 70,00,000 (Seventy Lakhs) Equity shares of Rs. 10/- (Rupees ten only) each and 70,00,000 (Seventy Lakhs) Preference Shares of Rs. 10/ - (Rupee ten only).

Issued, Subscribed and Paid up Share Capital:

The paid up Equity Share Capital as at the start of the financial year stood at Rs. 12,12,30,590/-(Rupees Twelve Crores Twelve Lakhs Thirty Thousand Five Hundred and Ninety) divided into 64,32,659 (Sixty Four Lakhs Thirty Two Thousand Six Hundred and Fifty Nine) Equity shares of Rs. 10/-(Rupee ten only) each and 56,90,400 (Fifty Six Lakhs Ninety Thousands and Four Hundred) Preference Shares of Rs. 10/- (Rupee ten only).

During the year under review, the company has issued and allotted 41,26,000 (Forty One Lakhs Twenty Six Thousand) Convertible Share Warrants (hereinafter referred to as "warrants") carrying an entitlement to subscribe to an equivalent number of Equity Shares having Face value of Rs. 10/- (Rupees Ten Only) each at the price of Rs. 80/- per share to Mr. Rakesh Shah, Promoter of the Company and to certain non-promoter persons/ entities.

Pursuant to exercise of Warrants, 6,26,000 (Six Lakhs Twenty Six Thousand) warrants were converted into equity shares of the company having face value of Rs. 10/- (Rupees Ten Only) each aggregating to Rs. 62,60,000/- (Rupees Sixty Two Lakhs and Sixty Thousand Only) and listing approval for the same has been taken from the National Securities Limited ("NSE").

Remaining 35,00,000 (Thirty Five Lakhs) warrants are yet to be converted into the equity shares of the company as on March 31, 2024.

Therefore, as on March 31, 2024 the paid up share capital of the company stood at Rs. 12,74,90,590/- (Rupees Twelve Crores Seventy Four Lakhs Ninety Thousand Five Hundred and Ninety only) divided into 7058659 (Seventy Lakhs Fifty Eight Thousand Six Hundred and Fifty Nine) equity shares of Rs. 10 (Rupees Ten only) each and 56,90,400 (Fifty Six Lakhs Ninety Thousands and Four Hundred) Preference Shares of Rs. 10/- (Rupee ten only).

4. LISTING FEE:

The Company confirms that the annual listing fee to NSE Limited for the financial year 2023-24 & 2024-25 has been paid.

5. CHANGE OF NAME OF THE COMPANY:

6. DIVIDEND

In order to preserve funds for future business endeavors, your directors do not recommend any dividend on equity shares.

However, the Company has declared dividend of Rs. 68,47,194/- (Rupees Sixty Eight Lakhs Forty Seven Thousand One Hundred and Ninety Four only) to the preference shareholders pursuant to the terms of their issue.

7. PUBLIC DEPOSIT

8. CHANGES IN NATURE OF BUSINESS

There is no significant change made in the nature of the company during the financial year.

9. SECRETARIAL STANDARD OF ICSI

10. IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

11. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with the workers and employees at all levels.

12. NAME OF THE COMPANIES, WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

Performance of Subsidiaries is as follows:

The total revenue of Om Maruti Glasswool & Wirenetting Products Private Limited stood at Rs. 6.01 (in lakhs) [Previous year Rs. 6.01 (in lakhs)] and Net Profit for the year stood at Rs. 1.86 (in lakhs) [Previous year Net Profit Rs. 3.52 (in lakhs)].

The total revenue Omega Woven Mills Private Limited stood at Rs. 6.00 (in lakhs) [Previous year Rs. 6.00 (in lakhs)] and Net Profit for the year stood at Rs. 2.18 (in lakhs) [Previous year Net Profit Rs. 3.47 (in lakhs)]

13. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM:

14. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

15. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Company''s website.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders passed by any Regulators or Court or Tribunal which would impact the going concern status of the Company and its future operations.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details relating to loans or guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 during the Financial Year forms part of the Financial Statement.

18. TRANSFER TO RESERVES

During the financial year under review, the Company does not propose to transfer any amount to General Reserve.

19. DIRECTORS & KEY MANAGERIAL PERSONNEL

i. Appointment/Re-appointment/Resignation of Directors:

During the period under review, there has been following appointment/re-appointment of the directors of the company:

b. Mr. Neerajkumar Amarjeet Pandey (DIN: 10495819) as an Additional Non-Executive Director of the company with effect from February 20, 2024. Further, his appointment was regularized by the members of the company and was appointed as Non-Executive Director of the company with effect from April 30, 2024.

There has been resignation of the below mentioned directors of the company after the closure of the financial year:

a. Mr. Sharad P Kothari (DIN: 08029922), has tendered his resignation from the post of NonExecutive Director of the Company with effect from 15th July, 2024.

b. Mr. Dilipkumar Vikamchand Mehta (DIN: 08122334) has tendered his resignation from the post of Non-Executive Director of the Company with effect from 23rd July, 2024.

ii. Retire by Rotation - Mr. Bhavin Patel

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Bhavin Patel (DIN: 10482169), Non-Executive Director of the company is liable to retire by rotation in the 38th Annual General Meeting and being eligible, he offer himself for reappointment.

iii. Key Managerial Personnel

â¢ Mr. Rakesh Hasmukhlal Shah (DIN: 00503074), Managing Director of the Company

â¢ Mrs. Apoona R. Shah (DIN: 00503116), Wholetime Director of the company

â¢ Mr. Paresh Harsukhlal Shah, Chief Executive Officer (CEO) of the Company

â¢ Mr. Bhavesh Babulal Pandya, Chief Financial Officer (CFO) of the Company

â¢ Ms. Richa Chokhani, Company Secretary & Compliance Officer of the Company (resigned from the company w.e.f. June 15, 2023)

â¢ Ms. Vaanie Dangi, Company Secretary & Compliance Officer of the company (Appointed w.e.f. September 12, 2023)

iv. Declaration by Independent Directors:

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

v. Annual Evaluation:

The performance of the Independent Directors was evaluated individually by the Board after seeking inputs from all the directors on the effectiveness and contribution of the Independent Directors.

The Board reviewed the performance of the individual Directors on the basis of the contribution of the individual Director during Board and Committee meetings.

vi. Familiarization Programme For Independent Director:

a) Nature of the Industry in which the Company operates;

b) Business environment and operational model of various business divisions of the Company;

c) Roles, Rights and Responsibilities of Directors;

d) Important changes in the Regulatory framework having impact on the Company;

In addition, the Company also undertakes initiatives to update the Independent Directors about:

a) On-going events and developments relating to the Company and significant changes in the Regulatory environment by way of presentations.

b) Operations and financial performance of the Company.

The company has conducted the familiarization programme for the FY2023-24 and the detail of the programme is uploaded on the website of the company which can be accessed at www.ambaniorganics.com.

vii. Remuneration Policy for the Directors, Key Managerial Personnel and other Employees:

viii. Non Disqualification of Directors:

20. MEETING OF BOARD OF DIRECTORS

A. Number of Board Meetings in the year (FY 2023-24)

The Board met 10 (Ten) times during the financial year 2023-24 on 25/04/2023, 30/05/2023, 30/06/2023, 04/08/2023, 04/09/2023, 26/10/2023, 10/11/2023, 28/12/2023, 20/02/2024, 22/02/2024 the intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

B. Attendance of Directors at Board meetings held during the year:

Sr. No.	Name of Director	Category of Director	No. of Board Meetings attended	Attendance at the lastAGM
1.	Rakesh Hashmukhlal Shah (DIN: 00503074)	Managing Director	10 of 10	Yes
2.	Apooni Rakesh Shah (DIN: 00503116)	Whole time Director	10 of 10	Yes
3.	Sharad P Kothari (DIN: 08029922)	Executive Director	10 of 10	Yes
4.	Sanjay Natwarlal Mehta (DIN: 08100745)	Independent Director	10 of 10	Yes
5.	Prakash Anna Mahanwar (DIN: 08100755)	Independent Director	10 of 10	Yes
6.	Dilipkumar Vikamchand Mehta (DIN: 08122334)	Director	10 of 10	Yes
7.	Bhavin Jitendra Patel* (DIN: 10482169)	Non-Executive Director	1 of 1	No
8.	Neerajkumar Amarjeet Pandey* (DIN: 10495819)	Non-Executive Director	1 of 1	No

Mr. Bhavin Jitendra Patel and Neerajkumar Amarjeet Pandey were appointed as an Additional Non-Executive Director w.e.f. February 20, 2024 and were appointed as Non-Executive Directors of the company w.e.f April 30, 2024, by the members of the company.

C. Separate Meeting of Independent Directors:

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI Listing Regulations, 2015, the independent directors held their separate meeting on 20th February 2024, without the attendance of non-independent directors and members of Management, inter alia, to discuss the following:

i) Review the performance of non-independent directors and the Board as a whole;

ii) Review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

All Independent Directors were present at the meeting, deliberated on the above and expressed their satisfaction on each of the matters.

21. COMMITTEES OF THE BOARD:

There are currently three committees of the Board which are as follows:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholder''s Relationship Committee

D. Allotment Committee

A. Audit Committee

The Composition and quorum of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013. All members of the Audit Committee possess financial/accounting expertise/exposure.

The Audit committee met four (4) times during the financial year 2023-24. The Committee met on 30/05/2023, 04/08/2023, 10/11/2023 and 20/02/2024. The Necessary quorum was present for all Meetings. The table below provides composition and attendance of the Audit Committee.

Sr. No.	Name	Category	Meetings Attended
1	Mr. Sanjay Natwarlal Mehta	Chairman & Independent Non-Executive Director	4 of 4
2	Mr. Rakesh Hashmuklal Shah	Member & Managing Director	4 of 4
3	Mr. Prakash Anna Mahanwar	Member & Independent Non-Executive	4 of 4
		Director

financial reporting process by the Management and the Statutory Auditors and, note the process and safeguards employed by each of them.

Term of reference:

The term of reference, role, powers, rights, authority and obligations of the Audit Committee are in conformity with the applicable provisions of the Companies Act, 2013 and Listing Obligation Requirements (including any statutory modification(s) or re- enactment or amendment thereof.

B. Nomination & Remuneration Committee;

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination & Remuneration committee met one (1) time during the Financial Year 2023-24. The Committee met 20/02/2024. A brief detail of the policy is posted on the website of the Company i.e. www.ambaniorganics.com. The table below provides composition and attendance of the Nomination and Remuneration Committee.

Sr No.	Name	Category	Meetings Attended
1	Prakash Anna Mahanwar	Chairman & Independent Non-Executive Director	1 of 1
2	Sanjay Natwarlal Mehta	Member & Independent NonExecutive Director	1 of 1
3	Sharad Kothari	Member & Non-Executive Director	1 of 1

C. Stakeholders Relationship Committee;

The Shareholders/Investors Grievance Committee as Stakeholders Relationship Committee is constituted in accordance with the provisions of the Companies Act, 2013.

The Stakeholders Relationship Committee met one (1) time during the financial year 2023-24. The Committee met on 22/02/2024. The necessary quorum was present for the Meeting. The table below provides composition and attendance of the Stakeholders Relationship Committee.

Sr No.	Name	Category	Meetings Attended
1.	Mr. Sharad Kothari	Chairman & Non-Executive Director	1 of 1
2.	Mrs. Apooni Shah	Member& Wholetime Director	1 of 1
3.	Mr. Rakesh Shah	Member & Managing Director	1 of 1

D. Allotment Committee:

The board has constituted the Allotment Committee during the financial year 2023-24 for the purpose of the issue and allotment of securities of the company.

The committee met 5 (five) times during the year under review. The Committee met on 19/05/2023, 22/05/2023, 25/07/2023, 26/07/2023, 01/11/2023. The necessary quorum as decided by the board while constituting the committee was present for the Meeting. The table below provides composition and attendance of the Allotment Committee.

Sr No.	Name	Category	Meetings Attended
1.	Mr. Rakesh H. Shah	Chairman & Managing Director	5 of 5
2.	Mrs. Apooni R. Shah	Member & Wholetime Director	5 of 5
3.	Mr. Prakash Anna Mahanwar	Member& Independent Director	5 of 5

22. MEETING OF MEMBERS OF THE COMPANY:

During the year, 37^th Annual General Meeting of the Company was held on 29^th September, 2023 through Video Conferencing (VC)/Other Audio Visual Means (OVAM) commenced at 5.00 p.m.

The company also had extra ordinary general meeting during the year under review, the meeting was held on April 15, 2023 at Registered Office of the Company situated at N 44 MIDC Tarapur, Boisar Thane - 401 506, commenced at 03.00 pm.

During the year under review, a major fire incident that took place at one of our manufacturing plants located at D-3 - 167, 168 & D-3 - 169, Dahej Industrial Area, Dist - Bharuch Gujarat - 392 165 on February 10, 2024.

Fortunately, there is no casualty or injury to life. The said site is fully covered with the Insurance, however insurance claim is still pending.

Production operation at the said plant was suspended temporarily for a certain period. Operations at other manufacturing plant were operating normally without any likely impact.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

(a) Conservation of energy

(i)	the effort made towards technology absorption	Nil
(ii)	the benefits derived like product improvement cost reduction product development or import substitution	Nil
(iii)	in case of imported technology (important during the last three years reckoned from the beginning of the financial year)	Nil
	(a) the details of technology imported
	(b) the year of import;
(iv)	whether the technology been fully absorbed;	Nil
	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.
	the expenditure incurred on Research and Development
(i)	the effort made towards technology absorption	Nil

(b) Technology absorption

(i)	the steps taken or impact on conservation ofenergy	Company''s operation does not consume significant amount of energy.
(ii)	the steps taken by the company for utilizing alternate sources of energy.	Not applicable, in view of comments in clause (i)
(iii)	The capital investment on energy conservation equipment''s	Not applicable, in view of comments in clause (i)

(c) Foreign Exchange earnings and outgo

Expenditure in Foreign Currency- Rs. 17.05 (in lakhs)

Earnings in Foreign Exchange- Rs. 4599.05 (in lakhs)

25. WEBLINK OF ANNUAL RETURN:

In accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Amendment Rules, 2021, The Annual Return as referred in Section 134(3)(a) of the Act for the financial year ended March 31, 2024 is available on the website of the Company https://ambaniorganics.com/investor

26. DIRECTORS'' RESPONSIBILITY STATEMENT

(i) That in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Financial Statements as "Significant Accounting Policies" have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) Those proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

27. SHARE TRANSFER SYSTEM

28. SHARE CAPITAL AUDIT

As stipulated by Securities and Exchange Board of India (SEBI), M/s. Mayank Arora & Co., Practicing Company Secretaries carried out the Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and shares held physically as per the register of members and the total issued and listed capital.

29. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under Insolvency and Bankruptcy Code, 2016.

30. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

31. INVESTORS CORRESPONDENCE Link Intime India Pvt. Ltd

C-101, 247 Park, 1st Floor, L.B.S Marg, Vikhroli (West), Mumbai - 400 083

Tel No: 91 (22) 2820 7203-05 / 4918 6178-79

Fax No: 91 (22) 2820 7207

Email-id: [email protected]

Website: https://instavote.linkintime.co.in

32. AUDITORS

a. Statutory Auditors

b. Internal Auditor

The provision of Section 138 of the Companies Act, 2013 is applicable to company and company has appointed M/ s. Ratanghayara & Co. Chartered Accountants, to carry out internal Audit for the financial year 2023-24 based on the recommendation of the Audit Committee.

c. Secretarial Auditor

Pursuant to provision of section 204 of The Companies Act, 2013 and rules made thereunder, M/s. Nidhi Bajaj & Associates, Company Secretaries has been appointed as Secretarial Auditor of the company for the Financial Year 2023-24 at the meeting of Board of Directors held on 30th May, 2023. A Secretarial Auditor Report in Form MR-3 given by M/s. Nidhi Bajaj & Associates for the Financial Year ended on 31st March, 2024 has been provided in "Annexure C" which forms parts of this Director''s Report.

33. COST RECORDS AND COST AUDIT

The provisions of Section 148(1) of the Companies Act, 2013 is applicable to the company and thus the company has appointed M/s. Hitesh Jain & Associates, Cost Accountants to carry out the cost audit for the financial year 2023-24.

34. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

a) Statutory Auditors Qualification:

There were no qualifications, reservations or adverse remarks made by the Auditor in his report made for the financial year under review. The financial statements of the Company for the financial year 2023-24 is unmodified & self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013, the declaration of unmodified opinion as required under the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 has been provided by the company to the stock exchange.

b) Secretarial Audit Report by Practicing Company Secretary:

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report made for the financial year under review.

c) Details of fraud reported by the auditor under sub-section (12) of section 143 of the Companies Act 2013:

There were no frauds which are reported to have been committed by employees or officers of the Company. The statutory auditors of the Company have vide their report of even date confirmed that no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

35. DISCLOSURE OF EMPLOYEES REMUNERATION

36. CORPORATE SOCIAL RESPONSIBILITY (CSR)

37. WHISTLE BLOWER POLICY / VIGIL MECHANISM

Company and provides reassurance that they will be protected from reprisals or victimization for whistle blowing. The Policy has been posted on the Company''s website. No person was denied access to the Chairperson of the Audit Committee to report any concern. The said Whistle Blower Policy has been disseminated on the Company''s website.

38. SEXUAL HARASSMENT

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

39. CORPORATE GOVERNANCE:

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 forms part of this report.

41. PREVENTION OF INSIDER TRADING

The Company had in place a "Code of Conduct for Prevention of Insider Trading and Corporate Disclosure Practices", in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Accordingly, the Board approved and adopted:

a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; and

b. Code of Conduct to Regulate, Monitor and Report Trading by its employees and other connected persons.

The code referred to in (a) above is placed on the Company''s website www.ambaniorganics.com.

42. CODE OF CONDUCT

The Board of Directors of the Company has laid down a Code of Conduct for all the Board Members and Senior Management personnel of the Company. The Board Members and the Senior Management personnel have confirmed compliance with the code for the financial year 2023-24. The requirement of declaration by chief executive officer stating the compliance with the code of conduct of is not applicable for the company listed on SME platform. Therefore, such declaration does not form part of this annual report.

43. CERTIFICATION FROM CHIEF FINANCIAL OFFICER AND CHIEF EXECUTIVE OFFICER OF THE COMPANY:

44. TRANSFER OF UNCLAIMED SHARES/DIVIDEND AND INTEREST THEREON TO IEPF:

45. ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation to the Bankers of the Company, Company''s customers, vendors and investors for their continued support during the year.

The Directors also wish to place on record their appreciation for the dedication and contribution made by employees at all levels and look forward to their support in future as well.

For and on behalf of the Board of Directors For Ambani Orgochem Limited (Formerly known as Ambani Organics Limited)

Sd/- Sd/-

Place: Mumbai Rakesh Shah Apooni Shah

Date: 05.09.2024 DIN: 00503074 DIN: 00503116

Managing Director Wholetime Director

Mar 31, 2023

Your Directors have pleasure in presenting their 37^th Annual Report together with the Audited Accounts for the year ended March 31, 2023.

1. FINANCIAL PERFORMANCE:

(Amt in lakhs)

Particulars	Standalone		Consolidated
	2022-23 (Rs.)	2021-22 (Rs.)	2022-23 (Rs.)	2021-22 (Rs.)
Revenue from Operations (Net of Excise) and Other Income	13,278.11	12,604.39	13,278.13	12,604.48
Other Expenses excluding finance cost and depreciation	1,162.08	1,050.45	1,151.22	1,039.78
Finance Charges	417.16	318.94	417.16	318.94
Depreciation	141.66	137.23	145.70	141.28
Profit before exceptional items and Tax	299.22	273.60	306.05	280.31
Exceptional Items	4.59	-	4.59	-
Profit before Tax	294.64	273.60	301.46	280.31
Provision for Tax:
Current tax	49.18	45.67	50.23	46.72
MAT Credit entitlement	20.06	10.62	19.01	9.58
Tax adjustment of earlier Year	3.79	-	3.79	-
Deferred tax	30.90	20.52	30.74	22.94
Profit before Minority Interest	-	-	197.69	201.08
Minority Interest	-	-	0.03	0.02
Net Profit After Tax	190.71	196.79	197.66	201.05
Profit carried to Balance Sheet	190.71	196.79	197.66	201.05

2. TURNOVER & PROFITS:

Standalone:

During the year under review, the sales and other income increased from Rs. 12,604.39 (in lakhs) to Rs. 13,278.11 (in lakhs) as compared to previous year. The Net Profit after tax stood at Rs. 190.71 (in lakhs) as against profit of Rs. 196.79 (in lakhs) in the previous year.

Consolidated:

During the year under review, the sales and other income increased from Rs. 12,604.48 (lakhs) to Rs. 13,278.13 (lakhs) as compared to previous year. The Net Profit after tax stood at Rs. 197.69 (in lakhs) as against profit of Rs. 201.08 (in lakhs) in the previous year.

3. CAPITAL STRUCTURE

The Authorized Share Capital of the Company is Rs. 14,00,00,000/- (Rupees Fourteen Crores) divided into 70,00,000 (Seventy Lakhs) Equity shares of Rs. 10/- (Rupees ten only) each and 70,00,000 (Seventy Lakhs) Preference Shares of Rs. 10/- (Rupee ten only).

The paid up Equity Share Capital as at March 31, 2023 stood at 12,12,30,590/- (Rupees Twelve Crores Twelve Lakhs Thirty Thousand Five Hundred and Ninety) divided into 64,32,659 (Sixty Four Lakhs Thirty Two Thousand Six Hundred and Fifty Nine) Equity shares of Rs. 10/-(Rupee ten only) each and 56,90,400 (Fifty Six Lakhs Ninety Thousands and Four Hundred) Preference Shares of Rs. 10/- (Rupee ten only).

4. ALLOTMENT AND LISTING OF SHARES

During the year, the Company has not made any allotment of shares.

The Company confirms that the annual listing fee to NSE Limited for the financial year 2022-23 has been paid.

5. DIVIDEND

In order to preserve funds for future business endeavors, your directors do not recommend any dividend on equity shares.

However, the Company has declared dividend of Rs. 68.28 (in lakhs) to the preference shareholders pursuant to the terms of their issue.

6. PUBLIC DEPOSIT

Your Company did not raise any public deposit during the year. There was no public outstanding as at the beginning or end of the year ended on 31^st March, 2023.

7. CHANGES IN NATURE OF BUSINESS

There is no significant change made in the nature of the company during the financial year.

8. SECRETARIAL STANDARD OF ICSI

9. IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

10. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with the workers and employees at all levels.

11. NAME OF THE COMPANIES, WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company has two Subsidiary Companies i.e. Omega Woven Mills Private Limited and Om Maruti Glasswool & Wirenetting Products Private Limited. However, the Company does not have any Joint Venture and Associate Company.

Performance of Subsidiaries is as follows:

The total revenue of Omega Woven Mills Private Limited stood at Rs. 6 (in lakhs) [Previous year Rs. 6 (in lakhs)] and Net Profit for the year stood at Rs. 3.47 (in lakhs) [Previous year Net Profit Rs. 2.57 (in lakhs)].

The total revenue Om Maruti Glasswool & Wirenetting Products Private Limited stood at Rs. 6.01 (in lakhs) [Previous year Rs. 6.09 (in lakhs)] and Net Profit for the year stood at Rs. 3.52 (in lakhs) [Previous year Net Profit Rs. 1.71 (in lakhs)]

12. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company.

13. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

14. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Company''s website.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders passed by any Regulators or Court or Tribunal which would impact the going concern status of the Company and its future operations.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details relating to loans or guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 during the Financial Year forms part of the Financial Statement.

17. TRANSFER TO RESERVES

During the financial year under review, the Company does not propose to transfer any amount to General Reserve.

18. DIRECTORS

Retire by Rotation - Mr. Sharad P Kothari

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sharad P Kothari, Director (DIN: 08029922) of the company is liable to retire by rotation in the 37th Annual General Meeting and being eligible, he offer himself for reappointment.

Change in Directors and Key Managerial Personnel

Mr. Rakesh Hashmukhlal Shah was re-appointed as Managing Director 3 years commencing from 3^rd April, 2021 and also Mrs. Apooni Rakesh Shah was re-appointed as Whole time Director of the Company 3 years commencing from 3^rd April 2021.

19. DECLARATION BY THE COMPANY

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

20. KEY MANAGERIAL PERSONNEL

â¢ Mr. Rakesh Hasmukhlal Shah (DIN: 00503074), Managing Director of the Company

â¢ Mr. Paresh Harsukhlal Shah, Chief Executive Officer (CEO) of the Company

â¢ Mr. Bhavesh Babulal Pandya, Chief Financial Officer (CFO) of the Company

â¢ Ms. Richa Chokhani, Company Secretary & Compliance Officer of the Company

21. DECLARATION BY INDEPENDENT DIRECTORS:

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Director in terms of Section 164 (2) of the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. At the time of appointment of an Independent Director, the Company issued a formal letter of appointment outlining his / her role, function, duties and responsibilities as a director. The formal letter of appointment is hosted on the website of the Company.

22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR:

The Company proactively keeps its Directors informed of the activities of the Company, it''s Management and operations and provides an overall industry perspective as well as issues being faced by the industry.

23. BOARD EVALUATION

Pursuant to the Provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance evaluation of the Chairman and Non - Independent Directors was carried out by the Independent Directors in their separate Meeting who also reviewed the performance of the Board as whole.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure for the performance evaluation of the Board of Directors.

The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and Composition, effectiveness of Board process, information and functioning.

The Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meeting and guidance /support to the Management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement of all Board Members.

Evaluation of Independent Directors was done by the entire Board, excluding the director being evaluated.

24. MEETING OF BOARD OF DIRECTORS

A. Number of Board Meetings in the year (FY 2022- 23)

The Board met 8 times during the financial year 2022-23 on 25/04/2022, 30/05/2022, 29/07/2022, 30/08/2022, 26/09/2022, 14/11/2022, 06/03/2023, 18/03/2023, the intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

B. Attendance of Directors at Board meetings held during the year:

Sr. No.

Name of Director

Category of Director

No. of Board Meetings attended

Attendance at the lastAGM

Rakesh Hashmukhlal Shah (DIN: 00503074)

Managing

Director

Yes

Apooni Rakesh Shah

Whole time Director

Yes

	(DIN: 00503116)
3.	Sharad P Kothari (DIN: 08029922)	Executive Director	08	Yes
4.	Sanjay Natwarlal Mehta (DIN: 08100745)	Independent Director	08	Yes
5.	Prakash Anna Mahanwar (DIN: 08100755)	Independent Director	08	Yes
6.	Dilipkumar Vikamchand Mehta (DIN: 08122334)	Director	08	Yes

25. COMMITTEES OF THE BOARD:

There are currently three committees of the Board which are as follows:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholder''s Relationship Committee

Audit Committee

The Composition and quorum of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013. All members of the Audit Committee possess financial/accounting expertise/exposure.

The Audit committee met four (4) times during the financial year 2022-23. The Committee met on 30/05/2022, 29/07/2022, 14/11/2022 and 06/03/2023. The Necessary quorum was present for all Meetings. The table below provides composition and attendance of the Audit Committee.

Sr	Name	Category	Meetings
No.			Attended
1	Mr. Sanjay Natwarlal Mehta	Chairman & Independent Non-Executive Director	4 of 4
2	Mr. Rakesh Hashmuklal Shah	Managing Director	4 of 4
3	Mr. Prakash Anna Mahanwar	Independent Non-Executive	4 of 4
		Director

Term of reference:

A. Nomination & Remuneration Committee;

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination & Remuneration committee met one (1) time during the Financial Year 2022-23. The Committee met 29/07/2022. A brief detail of the policy is posted on the website of the Company i.e. www.ambaniorganics.com. The table below provides composition and attendance of the Nomination and Remuneration Committee.

Sr No.	Name	Category	Meetings Attended
1	Prakash Anna Mahanwar	Chairman & Independent Non-Executive Director	1 of 1
2	Sanjay Natwarlal Mehta	Independent Non- Executive Director	1 of 1
3	Sharad Kothari	Non-Executive Director	1 of 1

B. Stakeholders Relationship Committee;

The Board has reconstituted Shareholders/Investors Grievance Committee as Stakeholders Relationship Committee in accordance with the provisions of the Companies Act, 2013.

The Stakeholders Relationship Committee met four (4) times during the financial year 2022-23. The Committee met on 25/04/2022, 29/07/2022, 14/11/2022 and 06/03/2023.

The necessary quorum was present for all Meetings. The table below provides composition and attendance of the Stakeholders Relationship Committee.

Sr No.	Name	Category	Meetings Attended
1.	Mr. Sharad Kothari	Chairman & Non-Executive Director	4 of 4
2.	Mrs. Apooni Shah	Director	4 of 4
3.	Mr. Rakesh Shah	Director	4 of 4

26. MEETING OF MEMBERS

During the year, 36^th Annual General Meeting of the Company was held on 26^th September, 2022.

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

(a) Conservation of energy

(i)	the effort made towards technology absorption	Nil
(ii)	the benefits derived like product improvement cost reduction product development or import substitution	Nil
(iii)	in case of imported technology (important during the last three years reckoned from the beginning of the financial year)	Nil
	(a) the details of technology imported

(iv)	(b) the year of import;	Nil
	whether the technology been fully absorbed;
	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.
	the expenditure incurred on Research and Development
(i)	the effort made towards technology absorption	Nil

(b) Technology absorption

(i)	the steps taken or impact on conservation ofenergy	Company''s operation does not consume significant amount of energy.
(ii)	the steps taken by the company for utilizing alternate sources of energy.	Not applicable, in view of comments in clause (i)
(iii)	The capital investment on energy conservation equipment''s	Not applicable, in view of comments in clause (i)

(c) Foreign Exchange earnings and outgo

Expenditure in Foreign Currency- Rs. 7.54 (in lakhs)

Earnings in Foreign Exchange- Rs. 3862.85 (in lakhs)

29. WEBLINK OF ANNUAL RETURN:

In accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Amendment Rules, 2021, The Annual Return as referred in Section 134(3)(a) of the Act for the financial year ended March 31, 2023 is available on the website of the Company https: //ambaniorganics.com/investor

30. DIRECTORS'' RESPONSIBILITY STATEMENT

(i) That in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Financial Statements as "Significant Accounting Policies" have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) Those proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

31. SHARE TRANSFER SYSTEM

All share transfer, dematerialization and related work is managed by Universal Capital Securities Pvt. Ltd, C-101, 247 Park, 1st Floor, L.B.S Marg, Vikhroli (West), Mumbai - 400 083. Shareholders are requested to send all share transfer requests, demat/remat requests, correspondence relating to shares i.e. change of address, Power of Attorney, etc. to the registrar and transfer agents.

32. SHARE CAPITAL AUDIT

As stipulated by Securities and Exchange Board of India (SEBI), M/s. Mayank Arora & Co., Practicing Company Secretaries carried out the Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and shares held physically as per the register of members and the total issued and listed capital.

33. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under Insolvency and Bankruptcy Code, 2016.

34. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

35. INVESTORS CORRESPONDENCE Universal Capital Securities Pvt. Ltd.

C-101, 247 Park, 1st Floor, L.B.S Marg, Vikhroli (West), Mumbai - 400 083

Tel No: 91 (22) 2820 7203-05 / 4918 6178-79

Fax No: 91 (22) 2820 7207

Email-id: [email protected]

Website: www.unisec.in

36. AUDITORS

a. Statutory Auditors

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, Board of Directors have recommended to re-appoint, subject to approval of Shareholders M/s. Shambhu Gupta & Co., Chartered Accountants, having Firm Registration No. 007234C, as Auditors of the Company for the second term of five years to hold office from the conclusion of the 36^th Annual General Meeting till the conclusion of the 41^st Annual General Meeting of the Company to be held in the financial year 2026-2027, to examine and audit the accounts of the Company at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors."

Statutory Auditor''s Report

The Statutory Auditor''s report dated 30^th May, 2023 on the financial statements of the Company for the financial year 2022-23 is unmodified & self-explanatory, and does not have any reservations, qualifications or adverse remarks.

Details in respect of frauds reported by auditors

No fraud has been reported by the Auditors to the Audit Committee or the Board.

b. Internal Auditor

The provision of Section 138 of the Companies Act, 2013 is applicable to company and company has appointed M/s. Ratanghayara & Co. Chartered Accountants, to carry out internal Audit for the financial year 2022-23 based on the recommendation of the Audit Committee.

c. Secretarial Auditor

Pursuant to provision of section 204 of The Companies Act, 2013 and rules made thereunder, M/s. Mayank Arora & Co., Company Secretaries has been appointed as Secretarial Auditor of the company for the Financial Year 2022-23 at the meeting of Board of Directors held on 30th

May, 2022. A Secretarial Auditor Report in Form MR-3 given by M/s. Mayank Arora & Co. for the Financial Year ended on 31st March, 2023 has been provided in "Annexure C" which forms parts of this Director''s Report.

37. COST RECORDS AND COST AUDIT

38. DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE COMPANIES ACT 2013, OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

39. DISCLOSURE OF EMPLOYEES REMUNERATION

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees who are employed throughout the financial year was in receipt of remuneration for that year of not less than One Crore and Two Lakh Rupees and if employed for a part of the financial year was in receipt of remuneration for any part of that year of not less than Eight Lakh and Fifty Thousand Rupees per month to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of the prescribed limit during the financial year 2022-23. The information required under section 197 of the act read with Rule 5(1) of the companies (Appointment and Remuneration) Rules, 2014 is annexed as "Annexure D" and forms a part of this report.

40. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the Section 135 of Companies Act, 2013 all companies having Net Worth of Rs. 500 cr or more, or Turnover of Rs. 1,000 core or more, or Net Profit of Rs. 5 core or more during any financial year required to constitute a Corporate Social Responsibility Committee of the Board of Directors comprising of three or more directors, at least one of whom should be an independent director and such Company shall spend at least 2% of the average net profits of the Company''s three immediately preceding financial year.

Accordingly, the Company formed a CSR Committee. During the current financial year, the provisions of Section 135 of Companies Act, 2013 is not applicable to the Company, therefore; it

is not required to pay 2% of the average net profits of the Company for the current Financial Year.

The Policy outlines the Company''s philosophy as a responsible corporate citizen of India. It also lays down the guidelines and mechanism for undertaking socially useful programs for welfare and sustainable development of the community, in the local area and around areas of operations of the Company including other parts of the Country. CSR programs or projects to be undertaken by the Company in terms of the Policy, shall relate to one or more activities listed in Schedule VII of the Companies Act, 2013, at present or as may be amended from time to time. The Corporate Social Responsibility Policy is available on the website of the Company.

41. WHISTLE BLOWER POLICY / VIGIL MECHANISM

42. SEXUAL HARASSMENT

43. CORPORATE GOVERNANCE:

44. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 forms part of this report and is attached as "Annexure E".

45. INSIDER TRADING

The Company had in place a "Code of Conduct for Prevention of Insider Trading and Corporate Disclosure Practices", in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Accordingly, the Board approved and adopted:

a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; and

b. Code of Conduct to Regulate, Monitor and Report Trading by its employees and other connected persons.

The code referred to in (a) above is placed on the Company''s website www.ambaniorganics.com.

46. CODE OF CONDUCT

The Board of Directors of the Company has laid down a Code of Conduct for all the Board Members and Senior Management personnel of the Company. The Board Members and the Senior Management personnel have to affirm compliance with the code for the financial year 2022-23. The said Code of Conduct has been posted on the website of the Company. A declaration to this effect is annexed and forms part of this report.

47. CERTIFICATION FROM CHIEF FINANCIAL OFFICER AND CHIEF EXECUTIVE OFFICER OF THE COMPANY:

The Company has obtained a compliance certificate in accordance with Regulation 17(8) of listing Regulations from Mr. Bhavesh BabuM Pandya, Chief Financial Officer and Mr. Paresh HarsukhM Shah, Chief Executive Officer of the Company. The same forms a part of this Annual Report.

48. INDEPENDENT DIRECTORS'' MEETING:

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI Listing Regulations, 2015, the independent directors held their separate meeting 9^th February 2023, without the attendance of non-independent directors and members of Management, inter alia, to discuss the following:

i) review the performance of non-independent directors and the Board as a whole;

ii) review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

iii) assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties; and

iv) review the responsibility of independent directors with regard to internal financial controls.

All Independent Directors were present at the meeting, deliberated on the above and expressed their satisfaction on each of the matters.

49. TRANSFER OF UNCLAIMED SHARES/DIVIDEND AND INTEREST THEREON TO IEPF:

50. ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation to the Bankers of the Company, Company''s customers, vendors and investors for their continued support during the year.

The Directors also wish to place on record their appreciation for the dedication and contribution made by employees at all levels and look forward to their support in future as well.

For and on behalf of the Board of Directors For Ambani Organics Limited

Place: Mumbai Sd/- Sd/-

Date: 04.09.2023 Rakesh Shah Apooni Shah

DIN: 00503074 DIN: 00503116

Managing Director Wholetime Director

Mar 31, 2018

BOARD OF DIRECTOR''S REPORT

To,

The Members,

AMBANI ORGANICS LIMITED

The Board of Directors of your Company take pleasure in presenting the standalone and consolidated reports on the operational and business performance, along with the audited financial statements for the financial year ended March 31, 2018.

KEY FINANCIALS:

The financial performance of the Company for the financial year ended March 31, 2018, is summarized below:

Particulars	Standalone		Consolidated
	2017-18 (Rs.)	2016-17 (Rs.)	2017-18 (Rs.)	2016-17 (Rs.)
Revenue from Operations (Net of Excise) and Other Income	655,814,834	528,984,916	655,814,834	528,984,916
Other Expenses	606,387,842	490,800,891	607,444,614	491,044,252
Finance Charges	20,992,344	19,274,394	20,993,115	19,352,054
Depreciation	5,966,260	4,782,579	6,378,650	4,782,579
Profit before exceptional items and Tax	22,468,388	14,127,051	20,998,455	13,806,030
Exceptional Items	7,635	1,881,762	(101,205)	1,881,762
Profit before Tax	22,460,753	12,245,289	21,099,660	11,924,268
Provision for Tax:
â¢ Tax adjustment of earlier year	264,949	-	264,949	-
â¢ Deferred tax	(5,429,994)	(3,781,615)	(3,164,309)	(3,781,615)
Net Profit After Tax	16,765,810	8,463,674	17,670,402	8,142,653
Profit carried to Balance Sheet	16,765,810	8,463,674	17,670,402	8,142,653

1. FINANCIAL HIGHLIGHTS

Standalone:

During the year under review, the sales and other income increased from Rs. 528,984,916/-to Rs. 655,814,834/- as compared to previous year. The Net Profit after tax stood at Rs. 16,765,810/- as against profit of Rs. 8,463,674/- in the previous year.

Consolidated:

During the year under review, the sales and other income decreased from Rs. 528,984,916/- to Rs. 655,814,834/- as compared to previous year. The Net profit after tax stood at Rs. 17,670,402/- as against Net loss of Rs. 8,142,653/- in the previous year.

2. CAPITAL STRUCTURE

The Authorized Share Capital of the Company is Rs. 40,000,000/- (Rupees Four Crores) divided into 4,000,000 (Forty Lakhs) Equity shares of Rs. 10/-

The paid up Equity Share Capital as at March 31, 2018 stood at Rs. 38,106,950/- (Rupees Three Crore Eighty One Lakhs Six Thousand Nine Fifty). During the year under review, your Company has not issued shares with differential voting rights nor as granted any stocks options or sweat equity.

3. DIVIDEND

In order to preserve funds for future business endeavours, your directors do not recommend dividend.

4. DEPOSIT

Your Company did not raise any public deposit during the year. There was no public outstanding as at the beginning or end of the year ended on 31st March, 2018

5. CHANGES IN NATURE OF BUSINESS

There is no significant change made in the nature of the company during the financial year.

6. NAME OF THE COMPANIES, WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

7. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the enterprise. These levels form the strategic defence cover of the Company''s risk management. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company.

The Company on various activities also puts necessary internal control systems in place across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

8. RELATED PARTY TRANSACTIONS

All related party transactions entered into during F.Y 2017-18 were on an arm''s length basis and in the ordinary course of business. Accordingly, the disclosure of related party transactions, as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable to the Company.

The details of the transactions with related parties are provided in the accompanying financial statements.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders passed by any Regulators or Court or Tribunal which would impact the going concern status of the Company and its future operations.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details relating to loans or guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 during the Financial Year 2017-18 forms part of the Financial Statement.

11. TRANSFER TO RESERVES

During the financial year 2017-18 under review, the Company does not propose to transfer any amount to General Reserve.

12. DIRECTORS

Retire by Rotation- Apponi Rakesh Shah

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Ms. Apooni Rakesh Shah, Director (DIN: 00503116) of the company is liable to retire by rotation in the 32nd Annual General Meeting and being eligible, he offer himself for re-appointment.

Change in Directors and Key Managerial Personnel

During the year, Mr. Sharad P Kothari is appointed on the Board as an Executive Director of the Company to look into the affairs of the Company on day to day basis.

Mr. Prakash Anna Mahanwar, Mr. Sanjay Natwarlal Mehta has been appointed as an Additional Director of the Company pursuant to the provision of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company who all holds office upto the date of this AGM and is eligible for appointment as a Director.

All three Directors have given their consent to continue as a director in the company. Accordingly, the Board recommends the resolution in relation to their appointment in this AGM for the approval shareholders of the Company.

13. KEY MANAGERIAL PERSONNEL

â¢ Mr. Rakesh Hasmukhlal Shah (DIN: 00503074), Managing Director of the Company.

â¢ Mr. Paresh Harsuklal Shah, Chief Financial Officer (CFO) of the Company appointed as on 02nd April, 2018

â¢ Mr. Bhavesh Babulal Pandya, Chief Financial Officer (CFO) of the Company appointed as on 02nd April, 2018

â¢ Ms. Honey Magia, Company Secretary & Compliance Officer of the Company.

a. Declaration by Independent Directors:

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Director in terms of Section 164 (2) of the Companies Act, 2013.

At the time of appointment of an Independent Director, the Company issued a formal letter of appointment outlining his / her role, function, duties and responsibilities as a director. The formal letter of appointment is hosted on the website of the Company.

b. Familiarization programme for Independent Director:

The Company proactively keeps its Directors informed of the activities of the Company, its Management and operations and provides an overall industry perspective as well as issues being faced by the industry.

14. BOARD EVALUATION

In compliance with the provisions of the Companies Act, 2013 and other provisions, if any, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee and Shareholder''s Grievance Committee.

15. MEETING OF BOARD OF DIRECTORS

A) Number of Board Meetings in the year (2017-18)

The Board met 9 times during the financial year 2017-18 on 18/05/2017, 27/07/2017, 12/10/2017, 05/12/2017, 20/12/2017, 17/01/2018, 06/03/2018,16/03/2018, 26/03/2018; the intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

B) Attendance of Directors at Board meetings held during the year:

Sr. No.	Name of Director	Category of Director	No. of Board Meetings attended	Attendance at the last AGM
1	Rakesh Hashmukhlal Shah (DIN: 00503074)	Managing Director	9	Yes
2	Apooni Rakesh Shah (DIN: 00503116)	Whole time Director	9	Yes
3	Sharad P Kothari (DIN: 08029922)	Executive Director	5	No
4	Sanjay Natwarlal Mehta (DIN: 08100745)	Additional Independent Director	*0	No
5	Prakash Anna Mahanwar (DIN: 08100755)	Additional Independent Director	*0	No
6	Dilipkumar Mehta (DIN: 08122334)	Additional Director	*0	No

â¢ Mr. Sanjay Mehta and Mr. Prakash Mahanwar were appointed w.e.f. 02.04.2018 and Mr. Dilip Mehta was appointed w.e.f. 28.04.2018

16. COMMITTEES OF THE BOARD:

There are currently three committees of the Board which are as follows:

a. Audit Committee;

b. Nomination & Remuneration Committee;

c. Stakeholders Relationship Committee.

17. MEETING OF MEMBERS

During the year, 31st Annual General Meeting of the Company was held on 30th September, 2017 and one Extra Ordinary General Meeting was held 30th December, 2017.

18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Company was originally incorporated as a private company. Subsequently after its conversion from private to public company vide MCA Approval dated 7th March, 2018 the name of the company was changed to Ambani Organics Limited.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

(a) Conservation of energy

(i)	the effort made towards technology absorption	Nil
(ii)	the benefits derived like product improvement cost reduction product development or import substitution	Nil
(iii)	in case of imported technology (important during the last three years reckoned from the beginning of the financial year)	Nil
	(a) the details of technology imported
(iv)	(b) the year of import;	Nil
	whether the technology been fully absorbed;
	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.
	the expenditure incurred on Research and Development
(i)	the effort made towards technology absorption	Nil

(b) Technology absorption

(i)	the steps taken or impact on conservation of energy	Company''s operation does not consume significant amount of energy.
(ii)	the steps taken by the company for utilizing alternate sources of energy.	Not applicable, in view of comments in clause (i)
(iii)	the capital investment on energy conservation equipment''s	Not applicable, in view of comments in clause (i)

Expenditure in Foreign Currency- Nil Earnings in Foreign Exchange- Rs. 87,554,370/-

20. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Sub- Section (3) of Section 92 of the Companies Act, 2013, is includes in this Report as "Annexure-B" and forms an integral part of this Report.

21. DIRECTORS'' RESPONSIBILITY STATEMENT

(i) To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of the Section 134(3) (c) of the Companies Act, 2013.

(ii) That in the preparation of the annual financial statements for the year ended March 31l, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(iii) That such accounting policies, as mentioned in the Financial Statements as ''Significant Accounting Policies'' have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

(iv) That proper and sufficient care has been taken 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;

(v) That the annual financial statements have been prepared on a going concern basis;

(vi) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vii) Those proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

22. AUDITORS

Statutory Auditors

M/s Shambhu Gupta & Co., Chartered Accountants Statutory Auditors of the Company, having Firm Registration No. 007234C Statutory Auditors of the Company, were appointed for a term of Five years from the previous 31st Annual General Meeting of the Company, till the conclusion of the 5th consecutive Annual General Meeting of the Company, subject to ratification by the Members at every Annual General Meeting at a remuneration decided by the Board of Directors of the Company. Accordingly, the current term of appointment of M/s Shambhu Gupta & Co., Chartered Accountants, will expire on conclusion of 36th Annual General Meeting of the Company.

The Company has received consent letter and eligibility certificate under Sections 139 and 141 of the Act wherein M/s Shambhu Gupta & Co., Chartered Accountants have confirmed that their appointments, if made would be in accordance with the provisions of the Section 141 Companies Act, 2013 and that they are not disqualified from being re-appointment. As required under Regulation 33 of LODR Regulations they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Auditors Qualification:

The notes to the financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further explanations or comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

23. DISCLOSURE OF EMPLOYEES REMUNERATION

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs.60 Lacs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.60 Lacs during the financial year 2017-18.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Accordingly, the Company formed a CSR Committee. During the current financial year, the provisions of Section 135 of Companies Act, 2013 is not applicable to the Company, therefore; it is not required to pay 2% of the average net profits of the Company for the current Financial Year.

25. Listing of Shares:

The Board of Directors are in the process of implementing the Initial Public Offering (IPO) of Ambani Organics Limited on NSE EMERGE SME Platform.

26. GOODS & SERVICE TAX REGISTRATION

Goods & Service Tax ("GST"), which is a comprehensive indirect tax reform is introduced in India w.e.f. 1st July, 2017 and was applicable throughout India which replaced multiple cascading taxes levied by the Central and State Governments. Hence, your Company has also got registered under the same for trading of Paint & Paper Binder. GST registration number of the Company and primary address are as under:

LOCATION OF PRIMARY PLACE OF BUSINESS	GSTIN ALLOTTED
N 44 MIDC Tarapur, Boisar Thane - 401506	27AAECA6247N1ZA

27. Whistle Blower Policy/Vigil Mechanism

28. SEXUAL HARASSMENT

29. ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation to the Bankers of the Company, Company''s customers, vendors and investors for their continued support during the year.

The Directors also wish to place on record their appreciation for the dedication and contribution made by employees at all levels and look forward to their support in future as well.

For and on behalf of the Board of Directors Ambani Organics Limited

For and on behalf of the Board of Directors
Ambani Organics Limited

	Sd/-	Sd/-
Date: 02.05.2018	Rakesh Shah	Apooni Shah
Place: Mumbai	DIN: 00503074	DIN: 00503116
	Director	Director

ANNEXURE TO DIRECTOR''S REPORT: ANNEXURE A

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

SI. No.	Particulars	Details
1.	Name of the subsidiary	Omega Woven Mills Private Limited
2.	Reporting period for the subsidiary concerned, if different from the holding company''s reporting period	NA
3.	Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries	NA
4.	Share capital	100,000
5.	Reserves & surplus	(1,684,319)
6.	Total assets	6,121,663
7.	Total Liabilities	6,021,663
8.	Investments	NIL
9.	Turnover	NIL
10.	Profit before taxation	(963,481)
11.	Current Tax	NIL
12.	Profit after taxation	650,803

SI. No.	Particulars	Details
1.	Name of the subsidiary	Om Maruti Glasswool And Wirenetting Products Private Limited
2.	Reporting period for the subsidiary concerned, if different from the holding company''s reporting period	NA
3.	Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries	NA
4.	Share capital	350,000
5.	Reserves & surplus	(2,186463)
6.	Total assets	7,888,472
7.	Total Liabilities	7,538,472
8.	Investments	NIL
9.	Turnover	NIL
10.	Profit before taxation	(397,612)
11.	Current Tax	NIL
12.	Profit after taxation	(1,555,395)

	For and on behalf of the Board of Directors
	Ambani Organics Limited
	Sd/-	Sd/-
Date: 02.05.2018	Rakesh Shah	Apooni Shah
Place: Mumbai	DIN: 00503074	DIN: 00503116
	Director	Director

Annexure B Form No. MGT-9

EXTRACT OF ANNUAL RETURN as on the financial year ended on 31st March, 2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i)	CIN:	U24220MH1I985PTC036774
ii)	Registration Date:	08/07/1985
iii)	Name of the Company:	AMBANI ORAGANICS LIMITED
iv)	Category / Sub-Category of the Company:	Company Limited by Shares / Indian Non-Government Company
v)	Address of the Registered office and contact details	N 44 MIDC Tarapur, Boisar, Thane Maharashtra 401506
vi)	Whether listed company Yes /No	No
vii)	Name, Address and Contact details of Registrar and Transfer Agent, if any.	Universal Capital Securities Pvt Ltd. (Formerly known as Mondkar Computers Pvt Ltd.) 21, Shakil Niwas, Opp. Satya Saibaba Temple, Mahakali Caves Road, Andheri (East), Mumbai - 93 T: 91 (22) 2820 7203-05 / 2825 7641 F: 91 22 2820 7207 W: www.unisec.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

SI. No.	Name and Description of main products/ services	NIC Code of the Product/ service	% to total turnover of the company
1.	Paint and Construction, Textile, Carpet, Adhesive, Paper, etc.	24	100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

s. No.	Name and Address of the Company	CIN/GLN	Holding/ Subsidiary/ Associate	% of shares held	Applicable Section
1.	Omega Woven Mills Private Limited	U99999MH1986PTC0389 08	Subsidiary	99.95%	2(87)
2	Om Maruti Glasswool & Wirenetting Products Private Limited	U74999MH1987PTC0420 71	Subsidiary	99.95%	2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shar
A. Promoters (1) Indian
a) Individual/HUF	-	37,80,557	37,80,557	99.21	-	37,80,559	37,80,559	99.21	-
b) Central Govt	-	-	-	-	-	-	-	-	-
c) State Govt (s)	-	-	-	-	-	-	-	-	-
d) Bodies Corp.	-	-	-	-	-	-	-	-	-
e) Banks / FI	-	-	-	-	-	-	-	-	-
f) Any Other....	-	-	-	-	-	-	-	-	-
Sub-total (A) (1):-	-	37,80,557	37,80,557	99.21	-	37,80,559	37,80,559	99.20	-
2) Foreign
a)NRIs - Individuals	-	-	-	-	-	-	-	-	-
b)Other- Individuals	-	-	-	-	-	-	-	-	-
:)Bodies Corp.	-	-	-	-	-	-	-	-
d) Banks / FI	-	-	-	-	-	-	-	-	-
e) Any Other....	-	-	-	-	-	-	-	-	-
Sub-total (A) (2):-	-	-	-	-	-	-	-	-	-
Total Shareholding of Promoters (A) = (A)(1) (A)(2)	-	37,80,557	37,80,557	99.21	-	37,80,559	37,80,559	99.20	-
B. Public Shareholding
1. Institutions
a) Mutual Funds	-	-	-	-	-	-	-	-	-
b) Banks / FI	-	-	-	-	-	-	-	-	-
c) Central Govt	-	-	-	-	-	-	-	-	-
d) State Govt(s)	-	-	-	-	-	-	-	-	-
e)Venture Capital Funds	-	-	-	-	-	-	-	-	-
f)Insurance Companies	-	-	-	-	-	-	-	-	-
g) FUs	-	-	-	-	-	-	-	-	-
h) Foreign Venture Capital Funds	-	-	-	-	-	-	-	-	-
i) Others (specify)	-	-	-	-	-	-	-	-	-
Sub-total (B)(l):-	-	-	-	-	-	-	-	-	-
2) Non- Institutions
a) Bodies Corp.	-	-	-	-	-	-	-	-
i) Indian	-	-	-	-	-	-	-	-	-
ii) Overseas	-	-	-	-	-	-	-	-	-
b) Individuals	-	-	-	-	-	-	-	-	-
i)Individual shareholders holding nominal share capital upto Rs. 1 lakh	-	30,102	30,102	0.79	-	30,100	30,100	0.80	-
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh	-	-	-	-	-	-	-	-	-
c) Others (specify) Individual
i) Indian	-	-	-	-	-	-	-	-	-
ii) Foreign	-	-	-	-	-	-	-	-	-
Sub-total (B)(2):-Total Public Shareholding (B)=(B)(1) (B)(2)	-	30,102	30,102	0.79	-	30,100	30,100	0.80	-
C. Shares held by Custodian for GDRs & ADRs	-	-	-	-	-	-	-	-	-
Grand Total (A B C)	-	38,10,659	38,10,659	100	-	38,10,659	38,10,659	100	-

(ii) Shareholding of Promoters:

Sr.	Shareholder''s	Shareholding at the beginning of			Shareholding at the end of the year
No	Name	the year
		No. of Shares	% of total Shares of the company	% of Shares Pledged/ encumbered to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged/ encumbered to total shares	% change In shareholding during the year
1.	Rakesh Shah	3390627	89.68	-	3464721	90.92	-	-
2.	Apooni Shah	314738	8.33	-	314738	8.26	-	-
3.	Maya Shah	6001	0.16	-	-	-	-	-
4.	Shobhana Shah	12501	0.33	-	-	-	-	-
5.	Kalpana Shah	29710	0.79	-	-	-	-	-
6.	Paresh Shah	1100	0.03	-	1100	0.03	-	-
7.	Shailesh Shah	25880	0.68	-	-	-	-	-

(in) Change in Promoters'' Shareholding (Equity Share Capital Details) (please specify, if there is no change):

SI. No	Particulars	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1.	Rakesh Shah
	At the beginning of the year	3390627	88.98	3390627	88.98
	Date wise Increase / Decrease in Promoters Shareholding during the Year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):	Transferred 74094 shares on 13/11/2017
	At the End of the year	3464721	90.92	3464721	90.92

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

SI. No.		Shareholding at the beginning of the year		Cumulative Shareholding during the year
	For each of the Top 10 Shareholders	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company

1.	Jyotsna Tahnawala
	At the beginning of the year	5000	-	5000	-
	Date wise Increase / Decrease in Share holding during the Year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):			NA
	At the End of the year	5000	-	5000	-

2.	Pravin Jaiswal
	At the beginning of the year	5100	-	5100	-
	Date wise Increase / Decrease in Share holding during the Year specifying the
	reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):	NA
	At the End of the year	5100	-	5100	-

3.	Rajesh Doshi
	At the beginning of the year	10000	0.03	10000	0.03
	Date wise Increase / Decrease in Share holding during the Year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):	NA
	At the End of the year	10000	0.03	10000	0.03

4.	Sampat Rai
	At the beginning of the year	10000	0.03	10000	0.03
	Date wise Increase / Decrease in Share holding during the Year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):	NA
	At the End of the year	10000	0.03	10000	0.03

(v) Shareholding of Directors and Key Managerial Personnel:

SI. No.		Shareholding at the beginning of the year		Cumulative Shareholding during the year
	For Each of the Directors and KMP	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1.	Rakesh Shah
	At the beginning of the year	3390627	88.98	3390627	88.98
	Date wise Increase / Decrease in Share holding during the Year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):	Transferred 74094 shares on 13/11/2017
	At the End of the year	3464721	90.92	3464721	90.92

2.	Apooni Shah
	At the beginning of the year	314,738	8.26%	314,738	8.26%
	Date wise Increase / Decrease in Share holding during the Year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):	NA
	At the End of the year	314,738	8.26%	314,738	8.26%

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

	SECURED LOANS EXCLUDING DEPOSITS	UNSECURED LOANS	DEPOSITS	TOTAL INDEBTEDNESS
Indebtedness at the beginning of the financial year
i) Principal Amount	117,659,966	1,144,058	-	118,866,524
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	"	"	"	"
Total (i ii iii)	117,659,966	1,144,058		118,866,524
Change in Indebtedness during the financial year
â¢ Addition	23,087,079	11,554,027		34,641,106
â¢ Reduction	-	-	-	-
Net change	23,087,079	11,554,027		34,641,106
Indebtedness at the end of the financial year
i) Principal Amount	140,747,045	12,698,085		153,445,130
ii) Interest due but not paid	-	-	-	-
3) Interest accrued but not due	-	-	-	-
Total of (i ii iii)	140,747,045	12,698,085		153,445,130

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Executive Directors:

SI. No	Particulars of Remuneration	Name of Executive Director			Total Amount
SI. No	Particulars of Remuneration	Sharad Kothari	Rakesh Shah	Apooni Shah	Total Amount
1.	Gross Salary	119,000	3,522,150	1,205,319	4,846,469
	(a) Salary as per provisions contained in section 17(l)of the Income Tax Act, 1961	-	-	-	-
	(b) Value of perquisites u/s 17(2) Income Tax Act, 1961	-	-	-	-
	(c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961	~	~	~	~
2.	Stock Option	-	-	-	-
3.	Sweat Equity	-	-	-	-
4.	Commission - as % of Profit - others, specify....
5.	Others, please specify	-	-	-	-
	Total (A)	119,000	3,522,150	1,205,319	4,846,469

B. Remuneration to other directors:

I. Independent Directors:

II. Other Non-Executive Directors:-

Sr no	Particulars of Remuneration	Name of Directors	Total Amount (Rs.)

	1. Independent Directors â¢Fee for attending board / committee meetings â¢ Commission â¢ Others, please specify
	Total (1)
	2. Other Non-Executive Directors
	â¢ Fee for attending board / committee meetings
	â¢ Commission
	â¢ Others, please specify
	Total (2)
	Total (B) = (1 2)
	Total Managerial Remuneration
	Overall Ceiling as per the Act

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD:

SI. No.	Particulars of Remuneration	Key Managerial Personnel			Total Amount
		CEO	*Company Secretary	CFO	Total Amount
1.	Gross Salary	-	-	-	-
	(a) Salary as per provisions contained in section 17(l)of the Income Tax Act, 1961	-	-	-	-
	(b) Value of perquisites u/s 17(2) Income Tax Act 1961	-	-	-	-
	(c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961	~	-	-	-
2.	Stock Option	-	-	-	-
3.	Sweat Equity	-	-	-	-
4.	Commission - as % of Profit - others, specify
5.	Others, please specify	-	-	-	-
	Total	-	-	-	-

â¢ The Company Secretary was appointed w.e.f. 02.04.2018 VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES: N.A.

	For and on behalf of the Board of Directors
	Ambani Organics Limited
	Sd/-	Sd/-
Date: 02.05.2018	Rakesh Shah	Apooni Shah
Place: Mumbai	DIN: 00503074	DIN: 00503116
	Director	Director

CEO/CFO CERTIFICATION

To,

The Board of Directors

Ambani Organics Limited

I, Paresh Harsuklal Shah, the Chief Financial Officer (CFO) of the Company do here by certify to the Board that:

1. We have reviewed financial statements and the cash flow statement for the year ending 31st March, 2018 and that to the best of their knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit any material factor contain statements that might be misleading;

(ii) These statements together present a true and fair view of the company''s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company''s code of conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

4. We have indicated to the auditors and the Audit committee:

(i) Significant changes in internal control over financial reporting during the year;

(ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company''s internal control system over financial reporting;

Ambani Organics Limited
Sd/-
Paresh Harsuklal Shah
Chief Financial Officer

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