Directors Report of Ambassador Intra Holdings Ltd.

Mar 31, 2025

Your directors have pleasure in presenting their Forty-third Annual Report of the
company along with audited accounts for the year ended on 31^st March, 2025. During
the year the company earned a net profit of ? 16.48 Lakhs. We hope that we will
be able to achieve better results in the next financial year.

The company has made a Net Profit of ? 16.48 Lakhs for the Financial Year ended
on 31^st March, 2025.

Sr. No.	Particulars	2024 - 25 (Amount in Lakh)	2023 - 24 (Amount in Lakh)
01	Sales	-	-
02	Other Income	64.19	16.04
03	Profit before exceptional, extraordinary items and Taxation.	22.37	3.56
04	Extraordinary items	-	-
05	Profit Before Tax	22.37	3.56
06	Current tax	5.89	0.49
07	Deferred tax	-	-
08	Net Profit /Loss (After I. Tax)	16.48	3.19

During the year under review, total profit of the Company for the year ended on
31^st March, 2025 stood at ? 16.48 lakhs, as compared to ^ 3.19 lakhs in the previous
year. This represents an approximate increase of 417%. The significant increase in
profit was primarily driven by other income during the financial year.

During the financial year 2024-25 the Company has transferred 16.48 Lakhs to
Reserves and Surplus.

During the financial year 2024-25, there was no change in the nature of business of
the Company.

Your directors does not recommend payment of any Dividend for the Financial
year ended on 31^st March, 2025, in order to conserve the resources of the Company,
The Company will retain the earning for use in the future operations & Projects
and strive to increase the net worth of stakeholders of the Company.

The provisions of Section 125(2) of the Companies Act, 2013 does not apply as there
was no dividend and paid in last year.

There are no material changes in the Company during the period for the Financial
Year 2024- 25

No material orders were passed by any court, tribunal, or other authority during
the period under review.

The Company has built adequate internal control systems towards achieving
efficiency and effectiveness in operations, optimum utilization of resources, cost
reduction and effective monitoring thereof as well as compliance with all
applicable laws.

The internal control mechanisms comprise a well-defined organization structure,
documented policy guidelines, pre-determined authority levels and processes
commensurate with size and capacity of the organization, faster decision making

and fixing the level of responsibility.

The senior management members meet frequently and undertake extensive checks
and report to management. The Board reviews the internal reports and periodically
reviews the adequacy of internal controls.

The Company does not have any Holding Company.

During the year under review, there was no holding / Subsidiary Company / Joint
Ventures/Associate Companies.

This Clause is not applicable to the company.

The Company has complied with the definition of Independence according to the
provisions of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Company has
also obtained declarations from all the Independent Directors pursuant to Section
149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. All the Independent Directors have provided
declarations that they meet the criteria of independence as laid down under Section
149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

During the year under review, your Company has not accepted any deposits from
the public within the meaning of Section 73 of the Companies Act, 2013, read with
the Companies (Acceptance of Deposit) Rules, 2014 made there-under and, as such,
no amount of principal or interest was outstanding on the date of the Balance Sheet
and also on the date of this Report.

A. AUTHORIZED SHARE CAPITAL

During the year under review, there has been no change in authorized
share capital of the Company.

During the year under review, the Authorized share capital of the
company was ?15,00,00,000 divided in to 1,50,00,000 Equity Shares of 10/-each.

As on the end of the financial year i.e. 31^st March, 2025, the authorized share
capital of the Company was 15,00,00,000 Divided by the 1,50,00,000
Equity Share of 10/- each.

B. PAID-UP SHARE CAPITAL

During the year under review, there has been no change in paid-up share
capital of the Company.

During the year under review, the paid-up share capital of the company
was 2,09,08,340 divided in to 20,90,834 Equity Shares of 10/- each.

As on the end of the financial year i.e. 31^st March, 2025, the paid-up share
capital of the Company was 2,09,08,340 Divided by the 20,90,834 Equity
Share of 10/- each.

Shareholding as on 31^st March, 2025:

C. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

During the year, the company has not issued any equity shares with
differential rights pursuant to Section 43 of the Companies Act, 2013 read
with Rule 4(4) of the Companies (Share Capital and Debentures) Rules,
2014, therefore, no disclosure is required to be given.

D. ISSUE OF EMPLOYEE STOCK OPTIONS

During the year, the company has not issued any stock options to its
employees pursuant to Section 62(l)(b) read with Rule 129(9) of the

Companies (Share Capital and Debentures) Rules, 2014, therefore, no
disclosure is required to be given.

E. ISSUE OF SWEAT EQUITY SHARES

During the year, the company has not issued any sweat equity shares
pursuant to Section 54 of the Companies Act, 2013 read with Rule 8(13) of
the Companies (Share Capital and Debentures) Rules, 2014, therefore, no
disclosure is required to be given.

F. PURCHASE OF ITS OWN SECURITIES BY THE COMPANY

During the year, the company has not purchased its own securities
pursuant to Section 68 of the Companies Act, 2013 read with Rule 17 of the
Companies (Share Capital and Debentures) Rules, 2014, therefore, no
disclosure is required to be given.

STATUTORY AUDITORS

M/S. MAARK & Associates. (FRN: 145153W) Chartered Accountants, as an
Statutory Auditor of the Company to hold office for a one term of Five
Consecutive Years beginning from the Financial year 2023-2024 till the conclusion
of Financial year 2027-2028, at such remuneration as may be agreed upon between
the Board of Directors and Statutory Auditors, in addition to the reimbursement
of service tax and actual out of pocket expenses incurred in relation with the audit
of accounts of the Company.

AUDITORS'' REPORT

All observations made in the Auditors'' Report and notes forming part of the
Financial Statements are self-explanatory and do not call for any further
comments. The Statutory Auditors have not made any qualifications or
reservations in their Independent Auditors'' Report.

The financial statements of the Company have been prepared in accordance with
Indian Accounting Standards (Ind AS) notified under section 133 of the Act. The
Company has received an unmodified opinion in the Auditors'' Report for the
financial year 2024-25.

SECRETARIAL AUDITOR

Pursuant to the Regulation 24A & other applicable provisions of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") read with Circulars issued

thereunder from time to time and Section 204 and other applicable provisions of
the Companies Act, 2013, if any read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 ("the Act"), CS JINANG
DINESH KUMAR SHAH, Practicing Company Secretaries, Proprietor of M/S
JINANG SHAH & ASSOCIATES be and is hereby appointed as a Secretarial
Auditors of the Company for a period of 5 consecutive years, from the financial year
2025-26 to financial year 2029-2030 (''the Term''), on such terms & conditions,
including remuneration as may be determined by the Board of Directors (hereinafter
referred to as the ''Board'' which expression shall include any Committee thereof or
person(s) authorized by the Board).

In compliance with the Regulation 46 of SEBI (Listing Obligation and Disclosure
Requirements) Regulations 2015 the Company has maintained a functional
website namely https://ambassadorintra.in/ containing information about the
Company.

As provided under Section 92(3) and Section 134 (3) (a) of the Companies Act, 2013,
the extract of annual return in Form MGT-9 is available on the website of the
Company at https://ambassadorintra.in/

The Board of the Company has been duly constituted in accordance with the
applicable provisions of the Companies Act, 2013.

There were changes in the composition of Board & KMP during the year 2024-2025.

• Rajesh Singh Thakur (DIN: 10593346) was appointed as Managing Director on
25^th April 2024,

• Dilipbhai Baldevbhai Patel (DIN: 10593381) was appointed as Whole-Time
Director, and also designated as CFO (PAN: AJBPP4026F), on 25^th April 2024,

• Amrita Lalwani (PAN: APVPC6433P) was appointed as Company Secretary on
30^th May, 2024,

• Durgesh Pandey (DIN: 10458934) was appointed as Non-Executive Director on
14^th August, 2024,

• Avani Ashwinkumar Shah (DIN: 09608898) was appointed as Independent
Non-Executive Director, on 14^th August, 2024.

• Juhi Sawajani (DIN: 09811893) was appointed as Independent Non-Executive
Director, on 14^th August, 2024

As on 31^st March, 2025 The Board of Directors and Key Managerial Personnel consists
of following members: -

SR. NO	NAME	DESIGNATION	DIN/PAN	DATE OF APPOINTMENT
1.	Avani Ashwin kumar Shah	Independent Non-executive Director	09608898	14/08/2024
2.	Juhi Sawajani	Independent Non-executive Director	09811893	14/08/2024
3.	Durgesh Pandey	Non-executive Director	10458934	30/05/2024
4.	Rajesh Singh Thakur	Managing Director	10593346	25/04/2024
5.	Dilip bhai Baldev bhai Patel	Whole Time Director	10593381	25/04/2024
6.	Dilip bhai Baldev bhai Patel	CFO	AJBPP4026F	25/04/2024
7.	Amrita Lalwani	Company Secretary	APVPC6433P	25/04/2024

As on the date of this Report, The Company has 5 (Five) Directors and 2 (Two) KMPs
consisting of 2 (Two) Independent and Non- Executive Directors, 1 (One) Non-
Executive Director, 1 (One) Whole time Director, 1 (One) Managing Director, 1 (One)
Chief Financial Officer and 1 (One) Company Secretary.

Mr. Rajesh Singh Thakur (DIN: 10593346) Managing Director retiring by rotation at
the ensuing Annual General Meeting. Being eligible, they offer themselves for re¬
appointment pursuant to the provisions of Section 152 of the Companies Act, 2013.

The Company had conducted 09 (Nine) Board Meetings during financial year under
review and the intervening gap between two consequent Board Meetings were not
more than 120 days, as required under section 173(1) of the Companies Act, 2013.

Sr. No.	Type of Meeting	Date of Meeting
1.	Board Meeting	16.04.2024
2.	Board Meeting	25.04.2024
3.	Board Meeting	30.05.2024
4.	Board Meeting	08.07.2024
5.	Board Meeting	14.08.2024
6.	Board Meeting	29.10.2024
7.	Board Meeting	11.01.2025
8.	Board Meeting	14.02.2025
9.	Board Meeting	19.03.2025

The Company had conducted 02 (Two) General Meetings of the shareholders
during financial year under review

Sr. No.	Type of Meeting	Date of Meeting
1.	Annual General Meeting	30.09.2024
2.	Extraordinary General	02.07.2024
	Meeting

As on 31^st March, 2025 the Board had three Committees namely, Audit Committee,
Nomination and Remuneration Committee and Stakeholder''s Relationship
Committee. The Composition of all the Committees is in line with the requirement of
the Act. During the year, all the recommendations made by the Committees were
approved by the Board.

1. AUDIT COMMITTEE:

The Audit Committee comprises the following members.

SR NO.	NAME	DIN	POSITON IN COMMITTEE	NATURE OF DIRECTORSHIP
1	Ms. Avani Ashwin kumar Shah	09608898	Non-Executive and Independent Director	Chairman
2	Mr. Durgesh Pandey	10458934	Non-executive Director	Member
3	Ms. Juhi Sawajani	09811893	Non-Executive and Independent Director	Member

The terms of reference of the Audit Committee are in conformity with the provisions
of Section 177 and other applicable provisions of the Companies Act, 2013 and the
Rules made thereunder.

During the year under review, Four Audit Committee Meetings were held which
were attended by all the members of Audit Committee

Sr. No.	Type of Meeting	Date of Meeting
1.	Meeting of Audit Committee	30.05.2024
2.	Meeting of Audit Committee	14.08.2024
3.	Meeting of Audit Committee	29.10.2024
4.	Meeting of Audit Committee	14.02.2025

II. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises the following
members.

SR NO.	NAME	DIN	POSITON IN COMMITTEE	NATURE OF DIRECTORSHIP
1	Ms. Avani Ashwinkumar Shah	09608898	Non-Executive and Independent Director	Chairman
2	Mr. Durgesh Pandey	10458934	Non-executive Director	Member

3	Ms. Juhi	09811893	Non-Executive	Member
	Sawajani		and Independent Director

The terms of reference of the Nomination and Remuneration Committee are in
conformity with the provisions of Section 178 of the Companies Act, 2013 and Rules
made thereunder. During the year under review, two meetings of Nomination and
Remuneration Committee were held, which were attended by all the members of
Nomination and Remuneration Committee.

Sr. No.	Type of Meeting	Date of Meeting
1.	Meeting of Nomination and Remuneration Committee	30.05.2024
2.	Meeting of Nomination and Remuneration Committee	29.10.2024

III. STAKEHOLDER''S RELATIONSHIP COMMITTEE

The Stakeholders'' Relationship Committee comprises the following members:

SR NO.	NAME	DIN	positon in COMMITTEE	NATURE OF DIRECTORSHIP
1	Ms. Avani Ashwinkumar Shah	09608898	Non-Executive and Independent Director	Chairman
2	Mr. Durgesh Pandey	10458934	Non-executive Director	Member
3	Ms. Juhi Sawajani	09811893	Non-Executive and Independent Director	Member

The terms of reference of the Stakeholder''s Relationship Committee are in conformity
with the provisions of the Companies Act, 2013 and Rules made thereunder. During
the year under review, two meetings of Stakeholder''s Relationship Committee were
held which were attended by all the members of Stakeholder''s Relationship
Committee.

Sr. No.	Type of Meeting	Date of Meeting
1.	Meeting of Stakeholder''s Relationship Committee	14.08.2024
2.	Meeting of Stakeholder''s Relationship Committee	14.02.2025

There were no loans, guarantees or investments made by the Company under Section
186 of the Companies Act, 2013 during the year under review and therefore no
disclosure is required to be made.

During the financial year 2024-25, the Company has entered into contracts and
arrangements with related parties as specified under Section 188(1) read with Section
2(76) of the Companies Act, 2013. Accordingly, the disclosure of such transactions in
Form AOC-2, pursuant to Section 134(3)(h) of the Act, is applicable and is provided
separately, forming an integral part of this Report-Annexure-IIl

A) Executive Directors:

During the financial year ended on 31st March, 2025 salary were accrued and paid.
The details are as follows.

Mr. Rajesh Singh Thakur - Managing Director: ?0.36 Lakhs
Mr. Dilipbhai Baldevbhai Patel- Whole-Time Director: ?0.36 Lakhs

B) Non-Executive Directors:

During the financial year ended on 31^st March, 2025 sitting fees were accrued and paid. The
details are as follows:

Ms. Juhi Sawajani - Non-Executive Independent Director: ?0.26 Lakhs
Ms. Avani Shah - Non-Executive Independent Director: ?0.26 Lakhs
Non-executive Directors did not have any other material pecuniary relationship

or transaction vis-a-vis the Company during the year except as stated above.

C) Key Managerial Personnel (KMP):

During the financial year ended on 31^st March, 2025 salary of 1.29 Lakhs was paid to
Ms. Amrita Lalvani, Compliance Officer of the Company.

Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014.

> Ratio of remuneration of each director to the median remuneration of the
employees of the company for the financial year ended on 31^st March, 2025: NIL

> The percentage increase in remuneration of each director, CFO, CEO, Company
Secretary or Manager, if any, in the financial year 2024-25: NIL

> Percentage increase in median remuneration of employees in the financial year
2024-25: NIL

> The number of permanent employees on the rolls of the Company as at 31^st March,
2025: NIL

> Affirmation that the remuneration is as per the remuneration policy of the
company: Pursuant to Rule 5(1) (xii) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that no
remuneration was paid to the Directors or Key Managerial Personnel during the
financial year 2024-25, other than sitting fees, and that the sitting fees were in
accordance with the Remuneration Policy of the Company.

These were no qualifications, reservations or adverse remarks made by the Statutory
Auditor and of Secretarial Audit in their respective report.

The Company does not meet the criteria for CSR as prescribed under section 135 and
schedule VII of the Act and the rules prescribed there under. Hence, the disclosure of
the details about the policy developed and implemented by the Company on CSR
initiatives taken during the financial year is not applicable.

Pursuant to the provisions of clause (c) of subsection (3) of Section 134 of the Companies
Act, 2013, the Board of Directors of the Company informed the members that:

(i) In the preparation of the annual accounts for the Financial Year ended on 31^st March,
2025 the applicable accounting standards had been followed along with proper
explanation relating to material departures;

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

(iii) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis; and

(v) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating
effectively; and

(vi) Internal financial controls have been laid down to be followed by the Company
and that such internal financial controls are adequate and were operating
effectively.

The Company has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company''s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely preparation of
reliable financial information.

The Company has in place adequate internal financial controls with reference to
financial statements. The Company''s internal control systems, including internal
financial controls, are commensurate with the nature of its business and the size and
complexity of its operations and the same are adequate and operating effectively.
These systems are periodically tested and no reportable material weakness in the
design or operation was observed. The Audit Committee reviews adequacy and
effectiveness of the Company''s internal control system including internal financial
controls.

Your Company has been registered on SEBI SCORES Portal and makes every effort to
resolve all investor complaints received through SCORES portal or otherwise within
the statutory time limit from the receipt of the complaint. During the financial year
2024-25, the Company did not receive any investor complaints through the SCORES

portal maintained by the Securities and Exchange Board of India (SEBI).

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Notice of the ACM along with the Annual Report
2024-25 is being sent only through electronic mode to those Members whose email
addresses are registered with the Company/Depositories. Members may note that
the Notice and Annual Report for the financial year 2024-25 will also be available on
the Company''s website https://ambassadorintra.in/

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirement of the Securities & Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down
guidelines and procedures to be followed and disclosures to be made while dealing
with shares of the Company as well as consequences of disclosures 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 Company''s shares.

The Insider Trading Policy of the Company covering the "Code of practices and
procedures for Fair disclosures of unpublished price sensitive information" is
available on the website https://ambassadorintra.in/

Maintenance of Structured Digital Database ("SDD") has been mandatory since 1^st April,
2019 in view of the relevant provisions under the SEBI (Prohibition of Insider Trading)
Regulations, 2015 (''PIT Regulations''). The Company Have Installed SDD Services. The
Company regularly updates entries in this software and submitted report quarterly to
stock exchanges under Regulation 3(5) & (6) of SEBI PIT Regulations.

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

During the Financial Year 2024-25, there was no application made and
proceeding initiated pending under the Insolvency and Bankruptcy Code, 2016,
by any Financial and/or Operational Creditors against the Company.

As on the date of this report, there is no application or proceeding pending
against the company under the Insolvency and Bankruptcy Code, 2016.

This year too, the Board of Directors went through an elaborate process of evaluating
its own effectiveness. Accordingly, formal evaluation of Board''s, it''s Committee and
Directors performance is carried out annually. This was designed to ensure, amongst
other things, that the Board, its committees and each director continue to contribute
effectively.

As per Section 134(3)(p) of the Act, a statement indicating the manner in which formal
annual evaluation was made by the Board of their performance and that of its
committees and individual directors, has to be furnished to the Members as part of
the Board''s Report.

As per provisions of Section 178(2) of the Act, Nomination and Remuneration
Committee shall specify the manner for effective evaluation of performance of Board,
its committees and individual directors to be carried out. Further, the Independent
Directors, as part of their mandate under Schedule IV of the Act, need to make an
evaluation of performance of the Board, its committee and constituents of the Board
apart from their self-evaluation. Under this process, a structured questionnaire was
prepared after taking into consideration inputs received from the Directors, setting
out parameters of evaluation; the questionnaire for evaluation is to be filled in,
consolidated and discussed with the Chairman. The evaluation by the Independent
Directors has been undertaken at the time of appointment. The Board of Directors
undertook evaluation of Independent Directors at their meeting held on 24^th December,
2024 and placed on its record that the Independent Directors have the requisite
qualification, expertise and track record for performing their duties as envisaged
under the Law, and they add value in the decision-making process of the Board.

The criteria for evaluation of performance of Directors, the Board as a whole and the
Board''s Committee, as specified by Nomination and Remuneration Committee was
done.

The particulars as required under the provisions of Section 134(3) (in) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014
in respect of conservation of energy and technology absorption have not been
furnished considering the nature of activities undertaken by the Company during
the year under review.

> ENERGY CONSERVATION

i. The steps taken or impact on conservation of energy- The operations of your
Company are not energy intensive. However, adequate measures have been initiated
to reduce energy consumption.

ii. The steps taken by the company for utilizing alternate sources of energy - The
operations of your Company are not energy intensive.

iii. The capital investment on energy conservation equipment''s- NIL

> TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

i. The efforts made towards technology absorption -NONE.

ii. The benefits derived like product improvement, cost reduction, product
development or import substitution - NOT APPLICABLE.

iii. In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year

a) The details of technology imported- NONE

b) The year of import- NOT APPLICABLE

c) Whether the technology been fully absorbed- NOT APPLICABLE

d) If not fully absorbed, areas where absorption has not taken place, and the
reasons thereof - NOT APPLICABLE

iv. The expenditure incurred on Research and Development -NIL

During the year under review, no employee was in receipt of remuneration exceeding
the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and
Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The information pursuant to Section 197 of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 relating to median employee''s remuneration is made
available at the corporate office of the Company during working hours for a period of
twenty-one (21) days before the date of the meeting.

The Company has always believed in providing a safe and harassment-free
workplace for every individual working in the Company. The Company has
complied with the applicable provisions of the aforesaid Act, including
constitution of the Internal Complaints Committee. The Company has in place an
Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. All employees (permanent, contractual, temporary'' and trainees) are covered
under this Policy. The Policy is gender neutral. We are pleased to inform you that
no complaints pertaining to sexual harassment were received during the Financial
Year 2024-25.

Risk Management is the process of identification, assessment and promotion of asks
followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and/or impact of unfortunate events or to maximize the realization of
opportunities. The Company ensures risks are identified by the Company and its
mitigation process/measures are formulated in the areas from time to time, as may be
required

The Company affirms its full compliance with the provisions of the Maternity Benefit
Act, 1961, demonstrating its commitment to promoting a supportive and inclusive
workplace for women employees. We recognize the importance of ensuring the health,

well-being, and financial security of women during and after pregnancy, and have taken
all necessary steps to uphold the rights granted under the Act.

All eligible women employees have been extended the mandated paid maternity leave
in accordance with the statutory period prescribed, ensuring that they receive their full
salary and benefits without interruption during their leave. In addition to salary
continuity, their employment status and service tenure remained unaffected, preserving
their entitlements to promotions, appraisals, and other employment-related benefits.

The Company has a ''Whistle Blower Policy''/ ''Vigil Mechanism'' in place.
The objective of the Vigil Mechanism is to provide the employees, Directors,
customers, contractors and other stakeholders of the Company an impartial and fair
avenue to raise concerns and seek their redressal, in line with the Company''s
commitment to the highest possible standards of ethical, moral and legal business
conduct and fair dealings with all its stakeholders and constituents and its
commitment to open communication channels. The Company is also committed to
provide requisite safeguards for the protection of the persons who raise such concerns
from reprisals or victimization, for whistle blowing in good faith. The Board of
Directors affirms and confirms that no personnel have been denied access to the
Audit Committee. The Policy contains the provision for direct access to the Chairman
of the Audit Committee in appropriate or exceptional cases.

The Company has complied with all the applicable and effective secretarial
standards issued by the Institute of Company Secretaries of India (SS-1 & SS-2) and
notified by the Central Government.

No matters of actual or alleged fraud have been reported by the auditors under sub¬
section (12) of Section 143 of the Companies Act, 2013

The Independent Directors met on 24^th December, 2024, inter-alia, to discuss the
quality, quantity and timeliness of flow of information between the Company
Management and the Board of Directors that is necessary'' for the Board of Directors to
effectively and reasonably perform their duties. Both the Independent Directors were
present at the Meeting.

The Company has established an organization structure that is agile and focused on
delivering business results. With regular communication and sustained efforts, it is
ensuring that employees are aligned on common objectives and have the right
information on business evolution.

The provisions of Section 148(1) of the Companies Act 2013 read with the Companies
(Cost Records and Audit) Rules, 2014, the maintenance of cost records is not mandated
for the products manufactured by the Company

During the year under review, the Company has not filed any application nor as
having any pending proceedings under the Insolvency and Bankruptcy Code,
2016.

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the provisions relating to Corporate Governance shall
apply to listed entities that satisfy any of the following criteria:

• Paid-up equity share capital of 10 crore or more; or

• Net worth of 25 crore or more; or

• Turnover of 25 crore or more (as per the latest audited financial statements).

We would like to clarify that, as per the latest audited financial statements of the
Company for the financial year ended on 31^st March, 2025 our Company does not fall
under any of the above thresholds. The paid-up share capital of the Company is below
10 crore, and the turnover is less than 25 crore.

Accordingly, the provisions relating to Corporate Governance are not applicable to the

Company as per the above-stated regulator)'' requirements. However, the Company
remains committed to maintaining the highest standards of governance and
transparency in all its operations.

This Clause is not applicable to the company.

In terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis
Report, which gives a detailed account of state of affairs of the Company''s operations
forms part of this Annual Report above referred report is being placed herewith here
with at Annexure -II.

The Directors state that disclosure or reporting is required in respect of the following
items as there is an events/instances/transactions occurred on these items during the
year under review:

Material changes and commitments as the Company continues to maintain its
strong position on the BSE platform, reflecting the sustained trust and confidence
of its stakeholders and investors over the years.

a) Details relating to deposits covered under Chapter V of the Act;

b) Voting rights which are not directly exercised by the employees in respect of
shares for the subscription/purchase of which loan was given by the Company (as
there is no scheme pursuant to which such persons can beneficially hold shares as
envisaged under section 67(3)(c) of the Act);

c) Significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company''s operations in
future;

d) Details in respect of frauds reported by the Auditors under section 143(12) other
than those which are reportable to the Central Government, as there were no such

frauds reported by the Auditor.

Statements in this Annual Report, particularly those which relate to Management
Discussion and Analysis describing the Company''s objectives, projections, estimates
and expectations may constitute forward looking statements within the meaning of
applicable laws and regulations. Actual results might differ materially from those
either expressed or implied in the statement depending on the circumstances.

We thank our customers, vendors, investors, service providers and bankers for their
support during the year, without the respective contributions of which, the Company
would not have been able to reach the current position. We are humble in
acknowledging the participation and involvement of each one of them, and due to the
existence of several such parties, your directors do not intend making any special
mention of any one or few of them, but however, expect the continued co-operation and
involvement with company''s activities in the future as well. We place on record our
appreciation of the contribution made by our employees at all levels. Our consistent
growth was made possible by their hard work, leadership, co-operation and support.

Your directors wish to thank the Government Authorities and the various
Government Agencies for their support and valuable guidance provided to the
Company and look forward to their continued support in the future.

For and On Behalf of the Board of Directors of
AMBASSADOR INTRA HOLDINGS LIMITED

RAJESH SINGH THAKUR DURGESH PANDEY

MANAGING DIRECTOR DIRECTOR

DIN: 10593346 DIN: 10458934

PLACE: AHMEDABAD
DATE: 20.08.2025

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Mar 31, 2024

The Directors take pleasure in presenting the 42^nd Annual Report together with Audited accounts of
the company for the year ended on 31^st March, 2024 which they trust, will meet with your approval.

1. Financial Results:	Year Ended	Year Ended
	31.03.2023	31.03.2022
Revenue from Operations/ Services	-	53.13
Other Income	16.04	18.42
Total Revenue	16.04	71.56
Profit before Interest , Depreciation & Taxes	3.56	1.30
Less :
Finance Cost	0.01	0.01
Depreciation	0.06	0.06
Current Tax Provision	0.49	0.31
Deferred Tax Provision	Nil	Nil
Short/excess provision of income tax	(0.12)	(0.23)
Total	0.38	0.15
Net Profit/ (loss) After Tax	3.19	1.15

2. Operations:

The total revenue (Revenue from Operations & Other Incomes) during the year have been Rs. Zero
compared to Rs. 53.13 lakhs in the previous financial year. The Company’s Profit for the year before
depreciation, interest and taxation has been Rs. 0.38 lakhs (P.Y. Rs. 1.30 lakhs) and the Net Profit
after interest, depreciation, prior period adjustments & taxes are Rs. 3.19 lakhs (P.Y. Rs. 1.15 lakhs).

3. Transfer to Reserve:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for
the year under review.

4. Dividend:

Your Directors do not recommend payment of any Dividend for the Financial year ended 31st March,
2024, in order to conserve the resources of the Company, The Company will retain the earning for use
in the future operations & Projects and strive to increase the net worth of stakeholders of the
Company.

5. Finance:

During the year, the Company has not taken any Term Loan nor was any outstanding term loan there.

6. Share capital:

The Authorised Share Capital as at 31st March, 2024 stood at Rs. 3,50,00,000 i.e. 35,00,000 equity
shares of Rs. 10/- each and paid up equity share capital is stood at Rs. 2,09,08,340/- divided into
20,90,834 equity shares of Rs. 10 each fully paid up, further company neither made any other issue of
equity shares with differential voting rights nor has granted any stock options or sweat equity.

7. Listing:

The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of
all kind of fees to the exchange for the year 2023-24.

The ISIN and Scrip Code of the Company is as under:

ISIN: INE342U01016

Scrip Code: 542524

Further, members are requested to convert their physical shares into Demat form as physical shares
can’t be transferred because SEBI has recently amended relevant provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 to disallow listed companies from
accepting request for transfer of securities which are held in physical form, with effect from April 1,
2019. The shareholders who continue to hold shares and other types of securities of listed companies
in physical form even after this date, will not be able to lodge the shares with company / its RTA for
further transfer. They will need to convert them to demat form compulsorily if they wish to effect any
transfer. Only the requests for transmission and transposition of securities in physical form, will be
accepted by the listed companies / their RTAs.

8. Disclosure under Rule 8 (5) Of Companies (Accounts) Rules, 2014:

Change in Nature of Company Business:

During the year under review, the business of the company has not been changed.

Details of Holding / Subsidiary Companies / Joint Ventures / Associate Companies:

During the year under review, there was no holding / Subsidiary Company / Joint Ventures/ Associate
Companies.

Event Subsequent to the Date of Financial Statement:

There were no material changes and commitments affecting the financial position of the Company
subsequent to the end of the financial year.

Denosit:

The Company has not invited any deposit other than the exempted deposit as prescribed under the
provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time.
Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of
Companies (Accounts) Rules, 2014.

Details of Significant and Material Orders passed hv Regulators or Courts or Tribunals:

During the year under review there were no significant and material orders passed by any Regulators or
Court or Tribunals which may have impact on the going concern status. No order has been passed by
any Regulators or Court or Tribunals which may have impact on the Company’s operation in future.

Internal Financial Controls:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its
business, including the adherence to the Company’s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial disclosure.

Vigil Mechanism:

The Company has set up a whistleblower policy which can be viewed on the Company''s website
www.ambassadorintra.com. In terms of the said policy the Directors and employees are given direct
access to the Managing Director as well as Chairman of the Audit Committee to report on alleged
wrongdoings. The said policy has been made available at the Registered Office of the Company at
conspicuous places to enable the employees to report concerns, if any, directly to the Managing
Director as well as Chairman of the Audit Committee. Employees who join the Company newly are
apprised of the availability of the said policy as a part of their induction schedule. The above is in
compliance of Section 177 (9) & (10) of the Companies Act, 2013 and in terms of Regulation 22 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

9. Director’s Responsibility Statement:

As required under the provisions of Section 134(3) (c) of the Act, your Directors report that:

(a) In the preparation of the annual accounts for the financial year ended 31^st March, 2024 the applicable
accounting standards have been followed.

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

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts for the year ended 31^st March, 2023 on a going
concern basis.

(e) The Directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and such systems are adequate and operating effectively.

10. Details of Meetings of the Board and its Committees:-

The Board of Directors met Five (5) times during the financial year 2023-24, and the details of the
meeting are as follows:-

Sr. No	Date of Meeting	Attendance of Directors
1	30/05/2023	All Directors
2	14/08/2023	All Directors
3	02/09/2023	All Directors
4	10/11/2023	All Directors
5	14/02/2024	All Directors

The intervening gap between the meetings was within the period prescribed under the CompaniesAct,
2013.

As per Schedule IV of the Companies Act, 2013, a Separate meeting of Independent Directors
without the attendance of Non-Independent Directors was held on February 14, 2024 to discuss the
agenda items as required under the Companies Act, 2013 and Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations 2015. The independent directors
reviewed the performance of non-independent directors and the Board as whole, reviewed the
performance of the chairperson of the company taking into account the views of executive and non¬
executive directors and assessed the quality, quantity and timeliness flow of information between the
Company Management and the Board that is necessary for the Board to effectively and reasonably
perform their duties. The Independent Directors expressed their satisfaction with overall functioning
and implementations of their suggestions.

Committee’s Meetings:

The Audit Committee met Five (5) times during the financial year 2023-24, and the details of the
meeting are as follows:

Sr. No	Date of Meeting	Attendance of Members
1.	30/05/2023	Chairman & all other members were present
2.	14/08/2023	Chairman & all other members were present
3.	02/09/2023	Chairman & all other members were present
4.	10/11/2023	Chairman & all other members were present
5.	14/02/2024	Chairman & all other members were present

The Nomination & Remuneration Committee met Five (5) times during the financial year 2023-24,
and the details of the meeting are as follows.

Sr. No	Date of Meeting	Attendance of Members
1.	30/05/2023	Chairman & all other members were present
2	14/08/2023	Chairman & all other members were present
3	02/09/2023	Chairman & all other members were present

4	10/11/2023	Chairman & all other members were present
5	14/02/2024	Chairman & all other members were present

The Stakeholder grievances Committee met Five (5) times during the financial year 2023-24, and the
details of the meeting are as follows.

Sr. No	Date of Meeting	Attendance of Members
1.	30/05/2023	Chairman & all other members were present
2.	14/08/2023	Chairman & all other members were present
3.	02/09/2023	Chairman & all other members were present
4.	10/11/2023	Chairman & all other members were present
5.	14/02/2024	Chairman & all other members were present

Committee’s Composition:

The Compositions of Audit Committee, Stakeholder Relationship Committee & Nomination &
Remuneration Committee as on 31^st March, 2024 are as follows:

Name of the Members	Chairman/Member
Ms. Pooja Ram Bahadur	Chairman
Mr. Azhar Ali	Member
Mr. Sanjay kumar	Member

11. Corporate Governance and Management Discussion and Analysis Report:

Corporate Governance:-

Pursuant to Regulations 15 of SEBI (LODR) Regulations, 2015, Corporate Governance provisions as
specified is not applicable to the Company, since the paid up share capital of the Company and the Net
worth is below the threshold limits prescribed under SEBI (LODR).

Management Discussion and Analysis Report:-

In terms of the Regulations 34(e) of SEBI (LODR) Regulations, 2015, Management Discussion and
Analysis is set out in the Annual Report as “Annexure -I”

12. Related Party Transactions:

All related party transactions that were entered into during the year under report were on an arm’s
length basis and in the ordinary course of business. There are no materially significant related party
transactions made by the Company during the year. No advance is / was paid for entering into related
party transactions. The prices paid to the related party transactions are based on the ruling market rate
at the relevant point of time. The requisite details in form AOC - 2 is attached herewith as
“Annexure -II” which forms part of the Directors Report.

13. Extract of The Annual Return:

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of
the Companies (Management and Administration) Rules, 2014, The annual return in Form No. MGT-
7 for the financial year 2023-24 will be available on the website of the Company. The due date for
filing annual return for the financial year 2023-24 is within a period of sixty days from the date of
annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate
Affairs within prescribed time and a copy of the same shall be made available on the website of the
Company as is required in terms of Section 92(3) of the Companies Act, 2013

14. Particulars of Employees:

Disclosures with respect to the remuneration of Directors and employees as required under Section
197(12) of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are given. There was no employee drawing remuneration
requiring disclosure under the Rule 5 (2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

15. Auditors and Auditors Report:

Statutory Auditors: -

The Board of Directors of the Company at its meeting held on 30/05/2024 that M/s. M A A R K &
ASSOCIATES, Chartered Accountants (Firm Registration No. 145153W), appointed as the Statutory
Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. A S R V & Co.,
Chartered Accountants and for that the company had obtained the approval of members/shareholders
in Extra Ordinary General Meeting of company held on Tuesday, 02^nd July, 2024.

M/s. M A A R K & ASSOCIATES, Chartered Accountants (Firm Registration No. 145153W),
Ahmadabad, Gujarat, are acting as Statutory Auditors of the Company and they shall hold the office
from the conclusion of this Annual General Meeting until the conclusion of 47^th Annual General
Meeting of the Company at such remuneration as may be agreed upon between the Auditor and the
Board of Directors of the Company.

There are no qualifications, reservations or adverse remarks made in the Audit Report by Statutory
Auditors of the Company

Secretarial Auditors and their Report-

Pursuant to provisions of Section 204 (1) of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed
CS Jaykumar Deepakbhai Khatnani, Practicing Company Secretary, Ahmedabad. A Company Secretary
in whole time Practice to undertake the Secretarial Audit of the Company for the financial year 2023¬
2024. The Secretarial Audit Report in the form MR-3 is annexed herewith as “Annexure -III”

16. Cost Audit Renort:

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records
and audit) Rules, 2014, the company is not required to appoint cost auditor to audit the cost records of
the company for cost audit report.

17. Explanations or Comments by the Board on Qualifications. Reservations or Adverse Remark or
Disclaimers:-

The Notes on Financial Statements referred to in the Auditor’s Report are Self-explanatory and do not
call for any further comments. There is no qualification, reservation or adverse remarks made in the
statutory auditor’s report.

18. Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

A. Conservation of Energy:

The Company consumes minor power and hence no details are required to be disclosed.

B. Research & Development:

The Company has no specific Research & Development Department.

C. Foreign Exchange Earnings and Expenditure:

Nil

19. D-Materialization of Shares:

The ISIN for the equity shares is INE342U01016. Members of the Company are requested members tod-
materialize their shares.

20. Particulars of Loans / Guarantees / Investment:

The Company has not given any loan / guarantee or provided any Security or made any investment to
any person (except those required for business purpose).

21. Risk Management Policy

The Company has a structured risk management policy. The Risk management process is designed to
safeguard the organization from various risks through adequate and timely actions. It is designed to
anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential
risks are inventoried and integrated with the management process such that they receive the necessary
consideration during decision making. It is dealt with in greater details in the management discussion
and analysis section. The Risk Management Policy is also available on the Company''s website.

22. Declaration by Independent Directors:

The following Directors are independent in terms of Section 149(6) of the Companies Act, 2013 and
Regulation of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015:

(a) Mr. Azhar Ali

(b) Ms. Pooj a Ram Bahadur

(c) Mr. Sanjay Kumar

The Company has received requisite declarations/ confirmations from all the above Independent
Directors confirming their independence.

23. Material Changes and Commitments:

There are no material changes and commitments, if any, affecting the financial position of the

Company subsequent to the date of the Balance sheet and up to the date of the report.

24. Corporate Social Responsibility:

The Company is not covered under the criteria of the provision of Section 135 of the Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is
not mandatory for the Company to have the Corporate Social Responsibility.

25. Formal Annual Evaluation:

As required under Section 134 (p) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had already approved
the evaluation criteria for evaluating the performance of the Board of Directors, its committees and the
performance of Independent Directors.

Accordingly, as required under Schedule IV of the Companies Act, 2013 and Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors at their
separate meeting held on January 27, 2023 evaluated the performance of the non-independent Directors
and the Board as a whole. They also reviewed the performance of the Managing Director of the Company
and also assessed the quality, quantity and timeliness of flow of information between the Company
Management and the Board that was necessary for the Board to effectively and reasonably perform their
duties.

Also as required under Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board assessed the performance of the Independent Directors as per the criteria laid
down and has recommended their continuation on the Board of the Company at its meeting.

The Board of Directors assessed the performance of the individual directors on the Board based on
parameters such as, relevant experience and skills, ability and willingness to speak up, focus on
shareholder value creation, high governance standards, knowledge of business, processes and procedures
followed, openness of discussion / integrity, relationship with management, impact on key management
decisions etc. The Members of the Committee of audit, nomination & remuneration, stakeholder’s
relationship and corporate social responsibility committee were also assessed on the above parameters and
also in the context of the committee''s effectiveness vis-a-vis the Act and the listing regulations.

26. Disclosure under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and
Redressal) Act, 2013:

The Company has in place an Anti-harassment policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal
Complaint Committee are set up at shop floor level to redress complaints received regularly and are
monitored by women line supervisors who directly report to the Chairman. All employees (permanent,
contractual, temporary, trainees) are covered under the policy. There was no compliant received from
any employee during the Financial Year 2023-24 and hence no complaint is outstanding as on
31.03.2024 for redressal.

27. Other Regulatory Reouirement:

The Company has complied with all regulatory and legal requirements of central government and
state government and there were no significant and material orders passed by the Regulators or Courts
or Tribunals during the year impacting the going concern status and the Company’s operations in
future.

28. Insolvency and Bankruptcy Code:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year.

The details of difference between amount of the valuation done at the time of onetime settlement and
the valuation done while taking loan from the Banks or Financial Institutions along with the reasons
thereof is not applicable to the Company.

29. Environment. Health and Safety:

The Company continued its commitment to industrial safety and environment protection. Periodical
audits are done by external and internal agencies to assess the continued levels of EHS efficiency of
plant.

30. Annual Performance Evaluation:

In compliance with the provisions of the Act and Regulation of SEBI (Listing obligations and
Disclosure Requirements) Regulations 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board

of Directors evaluated the performance of the Board, having regard to various criteria such as Board
composition, Board processes, Board dynamics etc. The Independent Directors, at their separate
meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board
and the Independent Directors were of the unanimous view that performance of the Board of Directors
as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and the
Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria
such as committee composition, committee processes, committee dynamics etc. The Board was of the
unanimous view that all the committees were performing their functions satisfactorily and according
to the mandate prescribed by the Board under the regulatory requirements including the provisions of
the Act, the Rules framed there under and the Listing Agreement.

Directors:

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and
Remuneration Committee, the performance of each independent director was evaluated by the entire
Board of Directors (excluding the director being evaluated) on various parameters like engagement,
leadership, analysis, decision making, communication, governance and interest of stakeholders. The
Board was of the unanimous view that each independent director was a reputed professional and
brought his/her rich experience to the deliberations of the Board. The Board also appreciated the
contribution made by all the independent directors in guiding the management in achieving higher
growth and concluded that continuance of each independent director on the Board will be in the interest
of the Company.

(b) Non-Independent Directors: The performance of the non-independent director (including the chair
person) was evaluated by the Independent Directors at their separate meeting. Further, their