Directors Report of Ambo Agritec Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 31^st Annual Report of Ambo Agritec Limited (''the Company'') along with
the audited financial statements for the financial year ended 31^st March 2025.

FINANCIAL HIGHLIGHTS

The Company''s financial performances for the year under review along with previous year''s figures are given
hereunder:

Particulars	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	12001.99	10111.21	11963.27	10111.21
Other Income	209.09	73.25	209.09	73.25
Total Income	12211.08	10184.46	12173.36	10184.46
Profit before depreciation, finance costs and tax expense	474.05	358.44	405.44	354.60
Less: Depreciation/Amortization	10.89	8.91	11.41	8.91
Profit before Finance Costs and Tax Expense	463.16	349.53	394.03	345.69
Less: Finance Costs	171.56	152.67	171.60	152.67
Profit before Tax	291.60	196.86	222.43	193.02
Less: Tax Expense (Current & Deferred)	100.86	56.46	100.92	56.46
Profit for the year after Tax	190.74	140.40	121.51	136.56

PERFORMANCE OVERVIEW

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

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

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

CHANGE IN NATURE OF BUSINESS

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

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

SUBSIDIARY COMPANY, JOIN VENTURES AND ASSOCIATES COMPANY

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

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

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

The Company has a policy for determining the materiality of a subsidiary, which is available at
http://www.amboagritec.com/disclouser/P0LICY%20F0R%20DETERMINING%20MATERIAL%20SUBSIDIARIES.pdf .

PUBLIC DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits from public falling under
the ambit of Section 73 of the Companies Act, 2013 (âAct") read with the Companies (Acceptance of Deposits) Rules,
2014.

EXTRACT OF ANNUAL RETURN

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

INTERNAL FINANCIAL CONTROL

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

The Board is responsible for ensuring that internal financial control is laid down in the Company and that such controls
are adequate and operating effectively. The Company''s internal control systems commensurate with the nature of its
business and the size and complexity of its operations.

Internal Audit is conducted periodically and the internal auditor monitors and evaluates the efficiency and adequacy
of internal control system including internal financial control in the company.

RISK MANAGEMENT

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

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

CAPITAL EXPENDITURE

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

SHARECAPITAL

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

The policy on Related Party Transaction is uploaded on the website of the company. The web link
http://www.amboagritec.com/disclouser/P0LICY%200N%20MATERIALITY%20AND%20DEALING%20WITH%20RELAT
ED%20PARTY%20TRANSATI0NS%20(RPT).pdf.

Details of the related party transaction made during the year are attached "Annexure-B" in form AOC-2 for your kind
perusal and information.

DIRECTOR AND KEY MANAGERIALPERSONNEL
DIRECTORS

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

The position of the Chairman of the Board and the Managing Director are held by the same individual, Mr. Umesh
Kumar Agarwal. The profile of all the Directors can be accessed on the Company''s website at
http://www.amboagritec.com/

None of the Directors of the Company have incurred any disqualification under Section 164(2) of the Act read with
Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. All the Directors have confirmed
that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant
to any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such regulatory
authority.

In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence, as well as
experience considered to be vital for business growth.

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

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

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

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

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

KEY MANAGERIAL PERSONNEL

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

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

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

â¢ Mr. Umesh Kumar Agarwal - Managing Director

â¢ Mr. Atish Kumar Roy - Chief Financial Officer

â¢ Mrs. Konika Poddar - Company Secretary

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

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

MEETING OF THE INDEPENDENT DIRECTORS

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

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

> Performance of the Chairman of the Company after taking into account the views of Executive Directors.

> Assessment of the quality, quantity and timeliness of flow of information between the Company management
and the Board that is necessary for the Board to effectively and reasonably perform their duties.

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

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

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

> To set out a policy relating to remuneration of Directors, Key Managerial Personnel''s, Senior Management
Personnel''s and other employees of the Company.

> To formulate criteria for appointment of Directors, Key Managerial Personnel''s and Senior Management
Personnel''s.

> To formulate the criteria for determining qualification, competencies, positive attributes and independence for
appointment of a director.

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

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

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

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

In a separate meeting of independent directors, performance of non-independent directors, performance of the board
as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and
non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent
directors, at which the performance of the board, its committees and individual directors was also discussed.
Performance evaluation of independent directors was done by the entire board, excluding the independent director
being evaluated.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

â¢ they have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of state of affairs of the Company as of 31st
March, 2025 and of the profit of the Company for that period;

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

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

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

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

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

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

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

The details of policy is uploaded on the website of the company at
http://www.amboagritec.com/disclouser/FAMILIARIZATION%20PROGRAMME%20FOR%20INDEPENDENT%20DIRECT
QRS%20OF%20AMBO%20AGRITEC%2QLIMITED.pdf

MEETING OF THE BOARD OF DIRECTORS

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

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

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

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

Name of the Directors	DIN	Designation	No. of meeting held to be attended	No. of meetings attended
Mr. Umesh Kumar Agarwal	00210217	Managing Director	8	8
Mr. Saikat Chatterjee	08511896	Director	8	8
Mrs. Jaishree Lahoti¹	10734021	Independent Director	3	3
Mr. Shital Ray²	10810980	Independent Director	3	3
Mrs. Geetanjali Sabrewal Agarwal	02450717	Director	8	8
Mr. Rang Nath Lahoti³	09561412	Director	5	5

Mr. Tapas Shankar Chattopadhyay⁴	09726885	Director	5	5
Mr. Ashok Kumar Singh⁵	07835470	Director	5	5

Notes:

1. Mrs. Jaishree Lahoti (DIN: 10734021) was appointed as Independent Director of the Company with effect from 10^thAugust, 2024;

2. Mr. Shital Ray (DIN: 10810980) was appointed as Independent Director of the Company with effect From 14^thNovember, 2024;

3. Mr. Rang Nath Lahoti (DIN: 09561412) has resigned from the post Executive Director of the Company with effect
from 10^th August, 2024;

4. Mr. Tapas Sankar Chattopadhyay (DIN: 09726885) has resigned from the post Independent Director of the
Company with effect from 10^th August, 2024;

5. Mr. Ashok Kumar Singh (DIN: 07835470) has resigned from the post Independent Director of the Company with
effect from 10^th August, 2024;

COMMITTEES OF THE BOARD

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

A. AUDIT COMMITTEE

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

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

All the recommendations made by the Audit Committee during the year under review were duly accepted by the Board.
The composition of Audit Committee and the details of meetings attended by the members are given below:

Name	Position	Designation
Mr. Ashok Kumar Singh¹	Chairperson	Independent Director
Mr. Shital Ray²	Chairperson	Independent Director
Mr. Tapas Shankar Chattopadhyay³	Member	Independent Director

Mrs. Jaishree Lahoti⁴	Member	Independent Director
Mr. Umesh Kumar Agarwal	Member	Managing Director

Notes:

1. Mr. Ashok Kumar Singh (DIN: 07835470) has resigned from the post of Independent Director with effect from 10th
August, 2024;

2. Mr. Shital Ray (DIN: 10810980) was appointed as Independent Director of the Company with effect from 14^thNovember, 2024 and on the same date has been designated as the chairman of the Audit Committee.

3. Mr. Tapas Sankar Chattopadhyay (DIN: 09726885) has resigned from the post Independent Director of the
Company with effect from 10th August, 2024;

4. Mrs. Jaishree Lahoti (DIN: 10734021) was appointed as Independent Director of the Company with effect from 10^thAugust, 2024, and on the same date designated as the member of the Audit Committee.

B. NOMINATION AND REMUNERATION COMMITTEE

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

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

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

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

Name	Position	Designation
Mr. Ashok Kumar Singh¹	Chairperson	Independent Director
Mrs. Geetanjali Sabrewal Agarwal	Member	Non- Executive Non-Independent Director
Mr. Tapas Shankar Chattopadhyay²	Member	Independent Director
Mrs. Jaishree Lahoti¹	Chairperson	Independent Director
Mr. Shital Ray⁴	Member	Independent Director

Notes:

1. Mr. Ashok Kumar Singh (DIN: 07835470) has resigned from the post Independent Director of the Company with
effect from 10th August, 2024;

2. Mr. Tapas Sankar Chattopadhyay (DIN: 09726885) has resigned from the post Independent Director of the
Company with effect from 10th August, 2024;

4. Mr. Shital Ray (DIN: 10810980) was appointed as Independent Director of the Company with effect From 14^thNovember, 2024;

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

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

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

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

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

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

Name	Position	Designation
Mrs. Geetanjali S Agarwal	Chairperson	Non-Executive Non-Independent Director
Mr. Ashok Kumar Singh¹	Member	Independent Director
Mr. Tapas Shankar Chattopadhyay²	Member	Independent Director
Mr. Shital Ray³	Member	Independent Director
Mrs. JaishreeLahoti⁴	Member	Independent Director

Notes:

1. Mr. Ashok Kumar Singh (DIN: 07835470) has resigned from the post Independent Director of the Company with
effect from 10th August, 2024;

2. Mr. Tapas Sankar Chattopadhyay (DIN: 09726885) has resigned from the post Independent Director of the
Company with effect from 10th August, 2024;

3. Mr. Shital Ray (DIN: 10810980) was appointed as Independent Director of the Company with effect From 14th
November, 2024;

4. Mrs. Jaishree Lahoti (DIN: 10734021) was appointed as Independent Director of the Company with effect from
10th August, 2024;

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTESAND INDEPENDENCE OF A DIRECTOR

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

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

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

PARTICULARS OF EMPLOYEES

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

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

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

CORPORATE GOVERNANCE

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

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

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

AUDITORS & AUDIT REPORTS
Statutory Auditors and Auditor''s Report

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

Secretarial Auditors and Secretarial Audit Report

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

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

Cost Auditors and Cost Audit Report

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

REPORTING OF FRAUDS BY AUDITORS

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

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be
disclosed under Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 are provided
hereunder:

CONSERVATION OF ENERGY

The steps taken or impact on conservation of energy:

The Company has used various energy conservation measures that impact conservation of the environment. The
company is preventing wastage, using the latest energy efficient technology like inverter based air conditioners,
replacing old conventional light fittings with latest generation CFL and LED light fittings to reduce the overall power
consumption. The Company is promoting maximum usage of natural light in the day time by placing side glass windows.

The steps taken by the company for utilizing alternate sources of energy:

The Company is exploring ways and ideas through which it can utilize alternate sources of energy in energy intensive
production line in place of conventional sources of energy, its viability, and cost effectiveness. No capital investment
was made by the Company in energy conservation equipment.

The capital investment on energy conservation equipments;

No capital investment was made by the Company in energy conservation equipment.

Particular	31.03.2025	31.03.2024
Units Consumption	487000 KWH	541607 KWH
Amount Paid	42,42,350.00	49,30,718.00
Rate Per Units	8.71/ KWH	9.10/ KWH

TECHNOLOGY ABSORPTION

The Company is making efforts to improve process, design and planning across its manufacturing section. The
Company is constantly trying to adapt various advanced methodologies in production process, to reduce its cost of
production, improve the quality of products and to establish itself as one of the sought after brands in the plywood
industry. The company has not imported any foreign technology during the last three years. The Company has not
incurred any major expenditure which can be appropriated to Research and Development work.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Outgo:

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

Foreign Exchange Earning:

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

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

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

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

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

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

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

GENERAL DISCLOSURES

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

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

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

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

Place: Kolkata Umesh Kumar Agarwal

Date: 23^rd May, 2025 Managing Director

(DIN:00210217)

Mrs. Jaishree Lahoti (DIN: 10734021) was appointed as Independent Director of the Company with effect from 10^thAugust, 2024;

Mar 31, 2024

Your directors have pleasure in presenting the 30^th Annual Report of Ambo Agritec Limited (âthe Companyâ) along with the audited financial statements for the financial year ended 31^st March 2024.

1. FINANCIAL SUMMARY

The Companyâs financial performances for the year under review along with previous yearâs figures are given hereunder:

(I			R in Lacs)
PARTICULARS	2023-24	2022-23
Revenue from Operations	10,111.21	8100.55
Other Income	73.25	66.33
Total Income	10,184.46	8166.88
Profit before depreciation, finance costs and tax expense	354.60	311.75
Less: Depreciation/Amortization	8.91	10.74
Profit before Finance Costs and Tax Expense	345.69	301.01
Less: Finance Costs	152.67	145.54
Profit before Tax	193.02	155.47
Less: Tax Expense (Current & Deferred)	56.37	37.94
Profit for the year after Tax	136.65	117.54

2. PERFORMANCE OVERVIEW

The Company is primarily engaged in the business of manufacturing and trading activities. During the year 2023-24, The Company achieved a significant growth of 24.83% in revenue from operations, increasing from 8,100.55 million in FY 2022-23 to 10,111.21 million in FY 2023-24. This robust growth reflects the successful execution of our strategic initiatives and strong market demand for our products/services. There has been no change in the nature of business of the Company during the financial year ended 31st March 2024.

3. DIVIDEND

The company has not declared any dividend to boost its resources.

4. PUBLIC DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits from public falling under the ambit of Section 73 of the Companies Act, 2013 (âActâ) read with the Companies (Acceptance of Deposits) Rules, 2014.

5. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with respect to financial statements. The policies and procedures adopted by the Company to ensure prevention and detection of frauds and errors, accuracy and completeness of the records and timely preparation of reliable financial statements. No Reportable material weakness in the design or operation was observed during the year.

6. CAPITAL EXPENDITURE

Capital expenditure of ? NIL was incurred during the year 2023-24.

7. DIRECTOR

As on 31^st March, 2024, the Board consisted of six (6) Directors comprising of three Non-Executive Directors including, namely Mr. Ashok Kumar Singh (DIN: 07835470), Mr. Tapas Sankar Chattopadhyay (DIN: 09726885) and Mrs. Geentanjali Sabrewal Agarwal (DIN: 02450717) and three executive Directors, namely Mr. Umesh Kumar Agarwal (DIN: 00210217), Mr. Saikat Chatterjee (DIN: 08511896) and Mr. Rang Nath Lahoti (DIN: 09561412). The position of the Chairman of the Board and the Managing Director are held by the same individual, Mr. Umesh Kumar Agarwal, Executive director is the Chairman of the Board. The profile of all the Directors can be accessed on the Companyâs website at http://www.amboagritec.com/

None of the Directors of the Company have incurred any disqualification under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. All the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such regulatory authority.

In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth. The detailed analysis of various skills, qualifications and attributes as required and available with the Board has been presented in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

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

Mrs. Konika Poddar was appointed as the Company Secretary and Compliance Officer of the Company with effect from 9^th February, 2024.

In terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company for the FY 2023-24 are:

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

DECLARATION BY INDPENDENT DIRECTORS

The Companyâs Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companyâs Code of Conduct. Further, in terms of Section 150 of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors hold highest standard of integrity and possess the requisite qualifications, experience, expertise and proficiency.

8. AUDITORS

The members of the Company at the 28^th Annual General Meeting held on September 30, 2022, had appointed M/s Dokania S. Kumar & Co., Chartered Accountant (Firm Registration No. 322919E) as the Statutory Auditors of the Company to hold office for a term of 5 consecutive years i.e. from the conclusion of the 28^thAnnual General Meeting till the conclusion of the 33^rd Annual General Meeting to be held in the year 2027. M/s Dokania S. Kumar & Co., Chartered Accountant, have consented their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with section 139 read with section 141 of the Companies Act, 2013.

M/s Dokania S. Kumar & Co., Chartered Accountant, have also provided confirmation that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the âPeer Review Boardâ of the ICAI.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the financial statements of the Company for the year ended March 31, 2024.

9. SECRETARIAL AUDITOR

Sneha Agarwal, Practicing Company Secretaries have carried out Secretarial Audit under the provisions of Section 204 of the Act, for the financial year 2023-24 and submitted their report, which is annexed to this report. The report does not contain any qualification, reservation or adverse remark or disclaimer. The Secretarial Audit Report for the financial year ended 31^st March, 2024, is annexed and forms part of the Report.

10. COST AUDITOR

As specified by the Central Government under Section 148(1) of the Companies Act, 2013, the cost records are required to be maintained by the Company and accordingly such accounts and records are being maintained. However, the provisions of appointing Cost Auditor is not applicable for the financial year ending 31^st March, 2024.

11. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION186 OF COMPANIES ACT, 2013

Particulars of loans and advances given are provided under note no. 13 and 18 to the financial statement. Particulars of investment made are provided under note no. 12 to the financial statement provided in this Annual Report. The Company has not given any guarantee or security in connection with a loan to any other body corporate or person.

12. WHOLLY OWNED SUBSIDIARY

The Company Ambo Agritec Limited have a subsidiary Company AMBO Refineries Limited.

13. ANNUAL EVALUATION OF THE BOARDâS PERFORMANCE

The Board has adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Directors, including the Chairman of the Board as per the requirements as specified in the guidance note issued by the Securities Exchange Board of India (SEBI) and the provisions of the Companies Act, 2013. The performance evaluation exercise was carried out through a structured evaluation process (by circulation of detailed evaluation matrix to all the Directors and was reviewed & confirmed by each Director)

covering various aspects of the functioning of the Board and Committees such as their composition, experience& competencies, performance of specific duties & obligations, governance issues etc. NRC reviewed the performance of individual Directors on the basis of criteria as specified in the Guidance note and in a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. The above evaluations were then discussed in the Board meeting and performance evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated and the Board was satisfied with their performances, which reflected the overall engagement of the Board, Committees and the directors with the Company.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the Ambo Agritec Limited Code of Conduct (âCoCâ), any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the CoC cannot be undermined. Hence, the Company has established a vigil mechanism through âAmbo Agritec Limited Whistle Blower Policyâ to enable employees, trainees, directors and Vendors of the Company, to report genuine concerns, unethical behavior, actual or suspected fraud, and violation of Companyâs Insider Trading Code, any unlawful act or violation of the Companyâs Code of Conduct. The mechanism provides for adequate safeguards against victimization of the whistle blower and also provides for direct access to the Chairman of the audit committee. There were no whistle blower complaints received by the Company during the year.

15. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

SEBI has mandated that the Business Responsibility and Sustainability Reporting (BRSR) shall be applicable to the top 1,000 listed entities (by market cap) for reporting on a mandatory basis from FY 2023-24. The Company does not fall under the list of top 1,000 listed entities, so BRSR is not applicable to the Company.

16. BUSINESS RISK MANAGEMENT:

The Company''s management systems, organizational structures, processes, codes of conduct together form the basis of risk management system that governs and manages associated risks. The Board does not foresee any risk which may threaten the existence of the Company.

17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 are provided hereunder:

CONSERVATION OF ENERGY:> the steps taken or impact on conservation of energy:

reduce the overall power consumption. The Company is promoting maximum usage of natural light in the day time by placing side glass windows.

> the steps taken by the company for utilizing alternate sources of energy:

The Company is exploring ways and ideas through which it can utilize alternate sources of energy in energy intensive production line in place of conventional sources of energy, its viability, and cost effectiveness. No capital investment was made by the Company in energy conservation equipment.

> the capital investment on energy conservation equipments;

No capital investment was made by the Company in energy conservation equipment.

> Energy Consumption:
	Particulars	31.03.2024	31.03.2023
	Units Consumed	541607 KWH	612260 KWH
	Amount Paid	49,30,718.00	51,74,930.00
	Rate Per Unit	9.10 / KWH	8.45/KWH

TECHNOLOGY ABSORPTION:

The Company is making efforts to improve process, design and planning across its manufacturing section. The Company is constantly trying to adapt various advanced methodologies in production process, to reduce its cost of production, improve the quality of products and to establish itself as one of the sought after brands in the plywood industry. The company has not imported any foreign technology during the last three years. The Company has not incurred any major expenditure which can be appropriated to Research and Development work.

FOREIGN EXCHANGE EARNINGS AND OUTGO:Foreign Exchange Outgo:

For 2024, CIF Value of Import Rs. 164,70,902.33 For 2023, CIF Value of Import Rs. 16,46,75,531.20 For 2022, CIF Value of Import Rs. 49,16,91,334.16

Foreign Exchange Earning:

For 2024, FOB Value of Export Rs. 160,54,546.97 For 2023, FOB Value of Export Rs. 4,27,12,256.31 For 2022, FOB Value of Export Rs. 1,67,95,152.87

18. STATUTORY STATEMENTS18.1 Corporate Social Responsibility

As required under Section 134(3)(o) of the Act, the provisions of the Corporate Social Responsibility is not applicable on the Company.

19.1 DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, it is hereby confirmed that;

a. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

b. 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 as at 31st March 2024 and of the profit of the Company for the year ended on that date;

c. That directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis;

e. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

19. DISCLOSURES UNDER COMPANIES ACT, 201319.1 Extract of the Annual Return:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available athttp://www.amboagritec.com/

19.2 Number of Board Meetings:

The Board of Directors met 12 (Twelve) times during the year 2023-24. The details of the Board meetings and the attendance of the Directors is provided in the Corporate Governance Report.

19.3 Committees of Board of Directors:

Details of memberships and attendance of various committee meetings are given in Corporate Governance Report. The Board has accepted / considered all recommendations made by the Committees to the Board during the financial year.

19.4 RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There are no related party transactions made by the company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. A detailed report on contracts & arrangements made with related parties during the financial year 2023-24 being armâs length transaction have been reported and annexed as note no. 31 to the financial statements.

20. POLICIES

The following policies approved by the Board of Directors of the Company were uploaded and are available in the Companyâs website at the web link: http://www.amboagritec.com/

23.1.1 Code of Business conduct and ethics by the Board Members & Senior Management

23.1.2 Corporate Social Responsibility Policy

23.1.3 Related Party Transaction Policy

23.1.4 Nomination and Remuneration Policy

23.1.5 Whistle Blower Policy

23.1.6 Policy for Prohibition of Insider Trading

23.1.7 Policy on Criteria for Determining Materiality of Events

23.1.8 Dividend Distribution Policy

23.1.9 Corporate Governance Policy

23.1.10 Policy on Familiarisation of Independent Directors and Other Programs

23.1.11 Material subsidiary policy

23.2 Companyâs policy on directorsâ appointment and remuneration including criteria determining for qualification, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act is provided in the Corporate Governance Report.

24. PARTICULARS OF DISCLOSURES AS REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT, 2013

The ratio of the remuneration of each director to the median remuneration of the employees for the financial year and such other details as required are as given below:

Mr. Umesh Kumar Agarwal, Managing Director, (DIN: 00210217)

Mr. Tapas Sankar Chattopadhyay Independent Director, (DIN: 09726885)

Mr. Ashok Kumar Singh Independent Director, (DIN: 07835470)

The remuneration of Directors and employees are as per the remuneration policy of the Company. The statement of particulars of employees as per Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, for the year ended 31st March 2024, is given in Annexure 6and forms part of this Report.

25. AUDIT COMMITTEE

The Composition of Committees of The Board of Directors are as follows:

Name of the Director	Category	Designation
Mr. Ashok Kumar Singh	Independent Director	Chairman
Mr. Umesh Kumar Agarwal	Managing Director	Member
Mr. Tapas Shankar Chattopadhyay	Independent Director	Member

26. NOMINATION AND REMUNERATION COMMITTEE The Composition of Committees of The Board of Directors are as follows:
Name of the Director	Category	Designation
Mr. Ashok Kumar Singh	Independent Director	Chairman
Mrs. Geetanjali Saberwal Agarwal	Non- Executive Director	Member
Mr. Tapas Shankar Chattopadhyay	Independent Director	Member
27. STAKEHOLDER RELATIONSHIP COMMITTEE
The Composition of Committees of The Board of Directors are as follows:
Name of the Director	Category	Designation
Mrs. Geetanjali Saberwal Agarwal	Non- Executive Director	Chairman
Mr. Ashok Kumar Singh	Independent Director	Member
Mr. Tapas Shankar Chattopadhyay	Independent Director	Member

28. CORPORATE GOVERNANCE

The Company has complied with the provisions of the Listing Regulations concerning corporate governance and a report to this effect is attached, as required by Under Schedule V of the Listing Regulation. The certificate issued by the auditors of the Company regarding compliance with the corporate governance requirements is also annexed to this report. The Managing Director (CEO) and the Chief Financial Officer (CFO) of the Company have certified to the board on financial statements and other matters in accordance with Regulation 17(8) of the Listing Regulations pertaining to CEO/ CFO certification for the financial year ended 31st March 2024.Further, applicable Secretarial Standards have been complied with. The management discussion and analysis report, as required by the Listing Regulation and various disclosures required under the Act is also attached and forms part of this report.

29. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has a structured familiarization program for independent Directors of the Company which also extends to other Non-Executive Directors to ensure that Directors are familiarized with their function, role, rights, responsibilities and the nature of the company business. The Board of Directors has complete access to the information within the Company. Presentations are made to the Board of Directors at all the Meetings and all Committees of the Board on various matters, where Directors get an opportunity to interact with Senior Management. Presentations, interalia, cover the Companyâs strategy, business model, operations, markets, organization structure, product offerings, finance, risk management framework, quarterly and annual results, human resources, technology, quality and such other areas as may arise from time to time. The Company also issues appointment letters to the Independent Directors which also incorporates their role, duties and responsibilities. Further, regulatory updates on regulatory changes are also periodically placed before the Board. The details of familiarization programme have been hosted in the web site of the Company under the weblinkhttp://www.amboagritec.com/

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013-

The Company has adopted the Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. In compliance with the provisions under Section 4 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, Internal Complaints Committee (ICC) of the Company has been constituted to redress complaints regarding sexual harassment. No complaint was received during the year 2023-24.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALS

During the year under review, no 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.

32. ACKNOWLEDGEMENT

The directors thank the distributors, vendors and bankers for their continued support and assistance. The directors gratefully acknowledge the support rendered by them. The directors wish to place on record their appreciation of the excellent work done by employees of the Company at all levels during the year. The directors specially thank the shareholders for the confidence reposed by them in the Company.

Mar 31, 2023

Your Directors have pleasure in presenting the 29^thAnnual Report of Ambo Agritec Limited (âthe Companyâ) along withthe audited financial statements for the financial year ended 31st March 2023.

1. FINANCIAL SUMMARY

The Companyâs financial performances for the year under review along with previous yearâs figures are given hereunder:

PARTICULARS	2022-23	2021-22
Revenue from Operations	8100.55	9469.34
Other Income	66.33	16.20
Total Income	8166.88	9485.54
Profit before depreciation, finance costs and tax expense	311.75	304.96
Less: Depreciation/Amortization	10.74	12.47
Profit before Finance Costs and Tax Expense	301.01	292.49
Less: Finance Costs	145.54	98.46
Profit before Tax	155.47	194.03
Less: Tax Expense (Current & Deferred)	37.94	74.90
Profit for the year after Tax	117.54	119.13

2.Performance Overview

The Company is primarily engaged in the business of manufacturing and trading activities.During the year 2022-23, the profit of the Company unfortunately reduced byl.33%. The Directors and the management of the Company continuously working on the process to increase the profit of the Company. The various teams and management are working on the growth and development of the Company. There hasbeen no change in the nature of business of the Company duringthe financial year ended 31st March 2023.

3. DIVIDEND

The company has not declared any dividend to boost its resources.

5. PUBLIC DEPOSITS

6.INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with respect to financial statements. The policies and procedures adopted by the Company ensure prevention and detection of frauds and errors, accuracy and completeness of the records and timely preparation of reliable financial statements. No Reportable material weakness in the design or operation was observed during the year.

7. CAPITAL EXPENDITURE

Capital expenditure of ? 0.07 Lacs was incurred during the year2022-23.

8. LISTING

The company applied for the listing with the total issue size for Rs. 10,20,00,000/-(Rupees One Crores Twenty Lakhs Only), issue opened on 21st November, 2022 and closed on 24th November, 2022, the lead manager to the issue was Finshore Management Services Limited and Registrar To The Issue was Cameo Corporate Services Limited, the company obtained the in-principal approval âletter dated 02 ^ndNovember 2022 from BSE.

In the process of listing of company in BSE the company have reconstituted/ redesignated the board of directors committee; fresh audit committee/ nomination & remuneration committee/ stakeholder relationship committee were established. Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Women Directors. The Adequate notices are given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting membersâ views, if any, are captured and recorded as part of the minutes.There are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

As per Reg. 15 of SEBI (LODR) Reg, 2015, the company is listed in SME platform. Hence the provision of under Reg 27 of SEBI (LODR) Reg, 2015 with respect to corporate governance is not applicable to the company. Pursuant BSE Circular No. LIST/COMP/01/2019-20 dated 2nd April 2019 and as per the terms of the Company''s Code of Conduct for Prohibition of Insider Trading in securities, framed pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

9. DIRECTOR

Mr. Tapas Sankar Chattopadhyay (DIN: 09726885) retires by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment.

Profiles of Directors to be appointed/re-appointed at the ensuing AGM, as required by Regulation 36 (3) of the Listing Regulations and Secretarial Standard - 2 on General Meetings, are given in the notice of the ensuing AGM.

DECLARATION BY INDPENDENT DIRECTORS

Further, in terms of Section 150 of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors hold highest standard of integrity and possess the requisite qualifications, experience, expertise and proficiency.

10. AUDITORS

The members of the Company at the 28^th Annual General Meeting held on September 30, 2022 had appointed M/s Dokania S. Kumar & Co., Chartered Accountant (Firm Registration No. 322919E) as the Statutory Auditors of the Company to hold office for a term of 5 consecutive years i.e. from the conclusion of the 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting to be held in the year 2027.

M/s Dokania S. Kumar & Co., Chartered Accountant, have consented their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with section 139 read with section 141 of the Companies Act, 2013.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the financialstatements of the Company for the year ended March 31, 2023.

11. SECRETARIAL AUDITOR

M/s. Mahata Agarwal & Associates, Practicing Company Secretaries have carried outSecretarial Audit under the provisions of Section 204 of the Act,for the financial year 2022-23 and submitted their report, which isannexed to this report. The report does not contain any qualification,reservation or adverse remark or disclaimer.The Secretarial Audit Report for the financial year ended 31stMarch 2023is annexed and forms part of the Report.

12. COST AUDITOR

As specified by the Central Government under Section 148(1)of the Companies Act, 2013, the cost records are required tobe maintained by the Company and accordingly such accountsand records are being maintained. However, the provisions of appointing Cost Auditor is not applicable for the financial year ending 31^stMarch 2023.

13. KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013 read withthe Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Key Managerial Personnel of theCompany for the FY 2022-23 are:

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

14. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION186 OF COMPANIES ACT, 2013

Particulars of loans and advances given are provided under note no. 13 and 18 to the financial statement. Particulars of investment made are provided under noteno. 12 to the financial statement provided in this Annual Report. The Company has not given any guarantee or security in connectionwith a loan to any other body corporate or person.

15. WHOLLY OWNED SUBSIDIARY

The CompanyAmbo Agritec Limited does not have any subsidiary.

16. ANNUAL EVALUATION OF THE BOARDâS PERFORMANCE

The Board adopted a formal mechanism for evaluating itsperformance and as well as that of its Committees and Directors,including the Chairman of the Board as per the requirements asspecified in the guidance note issued by the Securities ExchangeBoard of India (SEBI) and the provisions of the Companies Act,2013. The performance evaluation exercise was carried outthrough a structured evaluation process (by circulation of detailedevaluation matrix to all the Directors and was reviewed & confirmedby each Director) covering various aspects of the functioning ofthe Board and Committees such as their composition, experience& competencies,

performance of specific duties & obligations,governance issues etc.NRC reviewed the performance of individual Directors on the basisof criteria as specified in the Guidance note and in a separatemeeting of independent directors, performance of Non-IndependentDirectors and the Board as a whole was evaluated. The aboveevaluations were then discussed in the Board meeting andperformance evaluation of Independent directors was done by theentire Board, excluding the Independent Director being evaluatedand the Board was satisfied with their performances, which reflectedthe overall engagement of the Board, Committees and the directorswith the Company.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituentsin a fair and transparent manner by adopting the highest standards ofprofessionalism, honesty, integrity and ethical behaviour. In line withthe Ambo Agritec Limited Code of Conduct (âCoCâ), any actual or potential violation,howsoever insignificant or perceived as such, would be a matterof serious concern for the Company. The role of the employees inpointing out such violations of the CoC cannot be undermined.Hence, the Company has established a vigil mechanism through âAmbo Agritec LimitedWhistle BlowerPolicyâ to enable employees, trainees, directors and Vendors of theCompany, to report genuine concerns, unethical behavior, actualor suspected fraud, violation of Companyâs Insider Trading Code,any unlawful act or violation of the Companyâs Code of Conduct.The mechanism provides for adequate safeguards againstvictimization of the whistle blower and also provides for directaccess to the Chairman of the audit committee.There were no whistle blower complaints received by the Companyduring the year.

18. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

SEBI has mandated that the Business Responsibility andSustainability Reporting (BRSR) shall be applicable to the top 1,000listed entities (by market cap) for reporting on a mandatory basisfrom FY 2022-23. The Company does not fall under the list of top 1,000 listed entities, so BRSR is not applicable to the Company.

19. BUSINESS RISK MANAGEMENT:

20. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

CONSERVATION OF ENERGY:

>the steps taken or impact on conservation of energy:

The Company has used various energy conservation measures that impact conservation of the environment. The company is preventing wastage, using the latest energy efficient technology like inverter based air conditioners, replacing old conventional light fittings with latest generation CFL and LED light fittings to reduce the overall power consumption. The Company is promoting maximum usage of natural light in the day time by placing side glass windows.

>the steps taken by the company for utilizing alternate sources of energy:

The Company is exploring ways and ideas through which it can utilize alternate sources of energy in energy intensive production line in place of conventional sources of energy, its viability, and cost effectiveness. No capital investment was made by the Company in energy conservation equipment.

>the capital investment on energy conservation equipments;

No capital investment was made by the Company in energy conservation equipment. >Energy Consumption:

Particulars	31.03.2023	31.03.2022
Units Consumed	612260 KVAH	704470 KVAH
Amount Paid	51,74,930.00	54,61,093.00
Rate Per Unit	8.45/KVAH	7.72/KVAH

TECHNOLOGY ABSORPTION:

The Company is making efforts to improve process, design and planning across its manufacturing section. The Company is constantly trying to adapt various advanced methodologies in production process, to reduce its cost of production, improve the quality of products and to establish itself as one of the sought after brands in the plywood industry. The company has not imported any foreign technology during the last three years. The Company has not incurred any major expenditure which can be appropriated to Research and Development work.

FOREIGN EXCHANGE EARNINGS AND OUTGO: Foreign Exchange Outgo:

For 2023, CIF Value of Import Rs. 16,46,75,531.20 For 2022, CIF Value of Import Rs. 49,16,91,334.16

Foreign Exchange Earning:

For 2023, FOB Value of Export Rs. 4,27,12,256.31 For 2022, FOB Value of Export Rs. 1,67,95,152.87

21. STATUTORY STATEMENTS

21.1 Corporate Social Responsibility

As required under Section 134(3)(o) of the Act, the provisions of the Corporate Social Responsibility is not applicable on the Company.

21.2 Directorsâ Responsibility Statement

Pursuant to Section 134(3)(c) of the Act, it is hereby confirmed that;

a. In the preparation of the annual accounts, the applicableaccounting standards have been followed and there are nomaterial departures.

b. The directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2023 and of theprofit of the Company for the year ended on that date;

c. That directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets ofthe Company and for preventing and detecting fraud and otherirregularities;

d. The directors had prepared the annual accounts on a goingconcern basis;

e. The directors had laid down internal financial controls to befollowed by the Company and that such internal financial controlsare adequate and were operating effectively; and

f. The directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systemswere adequate and operating effectively.

22. DISCLOSURES UNDER COMPANIES ACT, 2013

22.1 Extract of the Annual Return:

In accordance with the Companies Act, 2013,the annual return in the prescribed format is available athttp:/ /www.amboagritec.com/

22.2 Number of Board Meetings:

The Board of Directors met 28 (Twenty Eight) times during the year 2022-23. Thedetails of the Board meetings and the attendance of the Directorsis provided in the Corporate Governance Report.

22.3 Committees of Board of Directors:

Details of memberships and attendance of various committeemeetings are given in Corporate Governance Report. The Boardhas accepted / considered all recommendations made by theCommittees to the Board during the financial year.

22.4 Related Party Transactions:

All related party transactions that were entered into during thefinancial year were on an armâs length basis and were in the ordinarycourse of business. There are no related party transactions made bythe company with promoters, Directors, Key Managerial Personnelor other designated persons which may have a potential conflictwith the interest of the Company at large.A detailed report on contracts & arrangements made with related parties during the financial year 2022-23 beingarmâs length transaction have been reported and annexed as note no. 31 to the financial statements.

23. POLICIES

The following policies approved by the Board of Directors of the Companywere uploaded and are available in the Companyâs website at the web link:http: / /www.amboagritec.com/

23.1.1 Code of Business conduct and ethics by the Board Members& Senior Management

23.1.2 Corporate Social Responsibility Policy

23.1.3 Related Party Transaction Policy

23.1.4 Nomination and Remuneration Policy

23.1.5 Whistle Blower Policy

23.1.6 Policy for Prohibition of Insider Trading

23.1.7 Policy on Criteria for Determining Materiality of Events

23.1.8 Dividend Distribution Policy

23.1.9 Corporate Governance Policy

23.1.10 Policy on Familiarisation of Independent Directors andOther Programs

23.1.11 Material subsidiary policy

23.2 Companyâs policy on directorsâ appointment and remunerationincluding criteria determining for qualification, positive attributes, independence of a director and other matters provided underSection 178(3) of the Act is provided in the Corporate GovernanceReport.

24. PARTICULARS OF DISCLOSURES AS REQUIRED UNDER

SECTION 197 OF THE COMPANIES ACT, 2013

The ratio of the remuneration of each director to the medianremuneration of the employees for the financial year and such otherdetails as required are as given below:

Mr. Umesh Kumar Agarwal, Managing Director, (DIN: 00210217)

Mr. Tapas Sankar Chattopadhyay Independent Director, (DIN: 09726885)

Mr. Ashok Kumar Singh Independent Director, (DIN: 07835470)

The remuneration of Directors and employees are as per theremuneration policy of the Company. The statement of particulars of employees as per Section 197 ofthe Companies Act, 2013, read with Rule 5(2) of the Companies(Appointment & Remuneration of Managerial Personnel) Rules,2014, for the year ended 31st March 2023, is given in Annexure 6and forms part of this Report.

25. AUDIT COMMITTEE

The Composition of Committees of The Board of Directors are as follows:

Name of the Director	Category	Designation
Mr. Umesh Kumar Agarwal	Managing Director	Chairman
Mr. Rang NathLahoti	Executive Director	Member
Mr. Ashok Kumar Singh	Executive Director	Member

26. NOMINATION AND REMUNERATION COMMITTEE

The Composition of Committees of The Board of Directors are as follows:

Name of the Director	Category	Designation
Mr. Umesh Kumar Agarwal	Managing Director	Chairman
Mr. Rang NathLahoti	Executive Director	Member
Mr. Saikat Chatterjee	Executive Director	Member

27. Stakeholder Relationship Committee

The Composition of Committees of The Board Of Directors are as follows:

Name of the Director	Category	Designation
Mr. Umesh Kumar Agarwal	Managing Director	Chairman
Mr. Rang NathLahoti	Executive Director	Member
Mrs. Geetanjali S Agarwal	Non - Executive Director	Member

28. CORPORATE GOVERNANCE

The Company has complied with the provisions of the ListingRegulations concerning corporate governance and a report to thiseffect is attached, as required by Under Schedule V of the ListingRegulation. The certificate issued by the auditors of the Companyregarding compliance with the corporate governance requirementsis also annexed to this report. The Managing Director (CEO) andthe Chief Financial Officer (CFO) of the Company have certified tothe board on financial statements and other matters in accordancewith Regulation 17(8) of the Listing Regulations pertaining to CEO/ CFO certification for the financial year ended 31st March 2023.Further, applicable Secretarial Standards have been complied with.The management discussion and analysis report, as required by theListing Regulation and various disclosures required under the Actis also attached and forms part of this report.

29. FAMILIARIZATION PROGRAMME FOR INDEPENDENTDIRECTORS

The Company has a structured familiarization program forindependent Directors of the Company which also extends to otherNon-Executive Directors to ensure that Directors are familiarizedwith their function, role, rights, responsibilities and the nature of thecompany Business. The Board of Directors has completeaccess to the information within the Company. Presentationsare made to the Board of Directors at all the Meetings and allCommittees of the Board on various matters, where Directors get anopportunity to interact with Senior Management. Presentations, interalia, cover the Companyâs strategy, business model, operations,markets, organization structure, product offerings, finance, riskmanagement framework, quarterly and annual results, humanresources, technology, quality and such other areas as may arisefrom time to time.The Company also issues appointment letters to the IndependentDirectors which also incorporates their role, duties and responsibilities.Further, regulatory updates on regulatory changes are also periodicallyplaced before the Board. The details of familiarization programmehave been hosted in the web site of the Company under the weblinkhttp://www.amboagritec.com/

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013 -

The Company has adopted the Anti-Sexual Harassment Policy in line with the requirements of theSexual Harassment of Women at the Workplace (Prevention,Prohibition & Redressal) Act, 2013. In compliance with theprovisions under Section 4 of the Sexual Harassment of Womenat the Workplace (Prevention, Prohibition & Redressal) Act,2013, Internal Complaints Committee (ICC) of the Companyhas been constituted to redress complaints regarding sexualharassment. No complaint was received during the year2022-23.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALS

During the year under review, no 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.

32. Acknowledgement

The directors thank thedistributors,vendors and bankers for their continued support and assistance.The directors gratefully acknowledge the support rendered bythem. The directors wish to place on recordtheir appreciation of the excellent work done by employees ofthe Company at all levels during the year. The directors speciallythank the shareholders for the confidence reposed by them in theCompany.

For and on behalf of the board

For Ambo Agritec Limited

Sd/-

Umesh Kumar Agarwal

Managing Director DIN:00210217

Date: 28.06.2023 Place: Kolkata

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