DIVIDEND

The Company has a consistent track record of dividend
payment. Based on Company’s performance, the Board of
Directors at its Meeting held on 9^th May, 2026, recommended
final dividend of ' 0.30/- per equity share of ' 1/- each for
the FY 2025-26 amounting to ' 13.76 Crores, subject to the
approval of Members at the ensuing Annual General Meeting
of the Company.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the "Listing Regulations"), the Dividend
Distribution Policy of the Company aims to ensure fairness,
sustainability and consistency in distributing profits to
the Shareholders. The Dividend Distribution Policy of the
Company is displayed on the website of the Company at
https://www.ambujagroup.com/documents/corporate-
governance-and-statutory-disclosures/policies/dividend-
distribution-policy.pdf.

The Board of Directors has recommended dividend within
the parameters of the Dividend Distribution Policy. There
was no change in Dividend Distribution Policy during the FY
2025-26.

BUSINESS OPERATIONS / STATE OF THE COMPANY'S
AFFAIRSa. Operational Performance

During the FY 2025-26, the Company delivered a strong
operational and financial performance. The operational
revenue increased by 24.20% to ' 5,728.60 Crores as
against ' 4,612.58 Crores in the previous financial year,
driven by higher sales volumes and improved market
demand across key business segments.

The Company’s export sales registered a significant
growth of 50.42%, increasing to ' 1,792.84 Crores
during FY 2025-26 from ' 1,191.85 Crores in
FY 2024-25, primarily on account of increased demand
in international markets and enhanced export volumes.

The Company achieved Earnings Before Interest,
Depreciation and Tax (EBIDTA) of ' 574.02 Crores
during FY 2025-26 as compared to ' 484.87 Crores in
the previous year, reflecting a growth of 18.39%.

The EBIDTA margin during FY 2025-26 stood at 10.02%
as against 10.51% in FY 2024-25.

b. Capital Projects for FY 2025-26

During the FY 2025-26 the Company has invested
about ' 29.18 Crores in the ongoing projects mainly into

routine capital expenditures in modifications of existing
projects. This investment was for its maize processing
units at all locations and agro processing segments.

Apart from routine capital expenditures on the ongoing
projects, the Company has invested ' 238.28 Crores in
the new projects.

SHARE CAPITAL

As on 31^st March, 2026, the issued, subscribed and paid up
capital of the Company stood at ' 45,86,70,660/- comprising
of 45,86,70,660 equity shares of ' 1/- each.

During the FY 2025-26, the Company has not issued shares
with differential voting rights or granted stock options or
issued sweat equity or Employee Stock Option scheme.

CHANGE IN NATURE OF BUSINESS

During the FY 2025-26, there is no change in the nature of
the business of the Company.

TRANSFER TO RESERVE

The Company has not transferred any amount to the General
Reserve for the Financial Year ended 31^st March, 2026.

CORPORATE GOVERNANCE REPORT

The Company makes due compliance of Corporate
Governance guidelines and requirements of the Listing
Regulations. In compliance with Regulations 17 to 22
and Regulation 34 of the Listing Regulations, a separate
Corporate Governance Report, along with a certificate from
M/s. Kantilal Patel & Co., Statutory Auditors of the Company
confirming the compliance of Corporate Governance
requirements is annexed as Annexure - A to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34(2) of the Listing Regulations,
the Management Discussion and Analysis with detailed
highlights of performance of different divisions / segments
of the Company is annexed as Annexure - B to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT ("BRSR")

In terms of Regulation 34 of the Listing Regulations, the
Business Responsibility and Sustainability Report ("BRSR")
on Company’s business as required by Regulation 34(2) of
the Listing Regulations, prepared based on the framework of
the National Guidelines on Responsible Business Conduct
("NGRBC") is annexed as Annexure - C to this Report and
placed on the Company’s website at www.ambujagroup.
com/sustainability.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES

As on 31^st March, 2026, the Company has only one Wholly-
owned subsidiary i.e. Maiz Citchem Limited ("MCL"). The
Company does not have any associate company(ies) or joint
venture during FY 2025-26.

Further, the Company does not have any material subsidiary
in terms of Act read with Listing Regulations.

Further, pursuant to provisions of Section 129(3) of the Act
read with Rule 5 of Companies (Accounts) Rules, 2014,
the statement containing salient features of the financial
statements of the Company’s subsidiary in Form No. AOC-1
is set out as Annexure - D to this Report.

In accordance with Section 136 of Act read with Listing
Regulations the Integrated Annual Report of the Company
containing inter alia, financial statements including
consolidated financial statements, are available on website
of the Company at https://www.ambujagroup.com/
financial-reports. Further, the financial statements of the
subsidiary are also available on the website of the Company
at https://www.ambujagroup.com/financial-reports. These
documents will also be available for inspection during
working hours at the registered office of the Company at
"Ambuja Tower’’, Opp. Sindhu Bhavan, Sindhu Bhavan Road,
Bodakdev, PO. Thaltej, Ahmedabad - 380 054 (Gujarat)
India. Any member interested in obtaining such document
may write to the Company Secretary and the same shall be
furnished on request.

Except stated hereinabove, during the FY 2025-26, none of
the Company(ies) become/ceased to be subsidiary of the
Company.

FINANCE AND INSURANCEa. Working Capital

The working capital requirements of the Company
increased during the year to support its operational
and business needs. The outstanding working capital
borrowings amounting to '215.00 Crores as on
31^st March, 2025 were fully repaid during FY 2025-26.
However, owing to higher utilisation of working capital
facilities to meet increased business requirements
during the FY 2025-26, the outstanding working
capital borrowings stood at '397.54 Crores as on
31^st March, 2026.

During the FY 2025-26, the Company has not raised
any funds through Commercial Paper ("CP"). The CP
market has lower appetite of investors due to NBFC

and infrastructure segment crisis and preference for
highest Credit Rating. This has resulted in higher cost
of borrowing through CP

During the FY 2025-26, the Company continues to
maintain strong credit fundamentals, as reflected
in its Credit Ratings. The Credit Rating of AA-/Stable
(with Positive Outlook) for its Secured Long Term Bank
Facilities by CRISIL Ratings Limited and AA-/Stable
for its Unsecured Long Term Bank Facilities by CARE
Ratings Limited has been reaffirmed, in accordance
with the applicable regulatory norms. CARE Ratings
Limited has assigned a credit rating of AA-/Stable to
the Unsecured Long Term Bank Facilities availed from
HDFC Bank Limited and Yes Bank Limited.

The details of the Credit Rating are available on the
Company website at https://www.ambujagroup.com/
documents/disclosure-under-reg-46-of-sebi-lodr-
regulations/credit-ratings.pdf.

b. Term Loans

During the FY 2025-26, the Company has availed term
loan of ' 36.33 Crores (outstanding balance as on
31^st March, 2026) from HDFC Bank Limited.

c. Insurance

All assets and insurable interests of the Company,
including building, plant & machineries, projects, stocks,
stores and spares have been adequately insured
against various risks and perils.

The Company has also taken Director's and Officer’s
Liability Policy to provide coverage against the liabilities
arising on them.

DEPOSITS

During the FY 2025-26 the Company has not accepted any
deposits within the meaning of Section 73 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014.

DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR
RELATIVES

During the FY 2025-26 the Company has not availed any
loan(s) from the Directors or their Relatives.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of Board of Directors as on 31^st March,
2026 comprised total 10 (Ten) Directors, out of these, 7
(Seven) Directors constituting 70% of the total strength of
the Board, were Independent Directors including two Woman
Independent Directors. The details of Board and Committee
composition and other details are available in the Corporate
Governance Report, which forms part of this Report.

In terms of the requirement of the Listing Regulations, the
Board has identified core skills, expertise, and competencies
of the Directors in the context of the Company's business
for effective functioning. The key skills, expertise and core
competencies of the Board are detailed in the Corporate
Governance Report, which forms part of this Report.

Appointment / Cessation / Change in Designation of
Directors

During the FY 2025-26, following changes have taken place
in the Directorships of the Company:

Appointment:

1. Pursuant to the approval of the Members of the
Company through Postal Ballot Notice dated 8^th
November, 2025, Mr. Dukhabandhu Rath (DIN:
08965826), Mr. Yogesh Ghanshyambhai Shah (DIN:
11203883) and Ms. Gauri Surendra Trivedi (DIN:
06502788) were appointed as Independent Directors of
the Company with effect from 8^th November, 2025.

2. Additionally, pursuant to the approval of the Members
of the Company through Postal Ballot Notice dated
30^th January, 2026, Mr. Shreyaan Manish Gupta (DIN:
09655911) was appointed as Whole-time Director of
the Company with effect from 30^th January, 2026.

Cessation:

1. Mrs. Sulochana Vijaykumar Gupta (DIN: 00028225)
tendered her resignation from the office of Non¬
Executive Director of the Company with effect from
19^th November, 2025, and accordingly ceased to be a
Non-Executive Director of the Company from that date.

2. Further, Mr. Vishwavir Saran Das (DIN: 03627147),
ceased to be an Independent Director of the Company
with effect from close of business hour on 31^st March,
2026, upon completion of his second and final term.

The Board placed on record its deep appreciation for the
valuable services, guidance, and contributions provided by
both the Directors during their respective tenures.

Re-appointment of Director(s) retiring by rotation:

Pursuant to provisions of the Act and Articles of Association
of the Company, Mr. Manish Vijaykumar Gupta (DIN:
00028196) Chairman & Managing Director of the Company
is liable to retire by rotation and being eligible, has offered
himself for re-appointment. Brief resume, nature of expertise,
details of directorships held in other companies of the
above Director proposed to be re-appointed, along with his
shareholding in the Company, as stipulated under Secretarial
Standard - 2 (Secretarial Standard on General Meeting) and
Regulation 36 of the Listing Regulations, is appended as an
annexure to the Notice of the 35^th Annual General Meeting.

All the Directors of the Company have confirmed that they are
not disqualified from being appointed as Directors in terms
of Section 164 of the Act and not debarred or disqualified
by the Securities and Exchange Board of India (the "SEBI")
/ Ministry of Corporate Affairs (the "MCA") or any such
statutory authority from being appointed or continuing as
Director of the Company or any other Company where such
Director holds such position in terms of Regulation (10)(i)
of Part C of Schedule V of Listing Regulations. A Certificate
to this effect, duly signed by CS Niraj Trivedi, Partner of
M/s. TNT & Associates, Practicing Company Secretaries is
annexed to Corporate Governance Report which is forming
part of this Report.

The Board of Directors is of the opinion that all Directors
including the Independent Directors of the Company possess
requisite proficiency, expertise, skills and experience.

Key Managerial Personnel:

Pursuant to the provisions of Sections 2(51) and 203
of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (as
amended from time to time), the following are the Key
Managerial Personnel of the Company:

r- Mr. Manish Vijaykumar Gupta, Chairman & Managing
Director;

r- Mr. Sandeep Agrawal, Whole-Time Director;

r- Mr. Shreyaan Manish Gupta, Whole-Time Director
(w.e.f. 30^th January, 2026);

r Mr. Giridhar Nagaraj, Chief Financial Officer;

r Mr. Kalpesh Bhupatbhai Dave, Company Secretary

Except as stated above, there were no other changes in the
composition of the Board of Directors and Key Managerial
Personnel during the FY 2025-26.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Act, in relation to financial
statements of the Company for the year ended 31^st March,
2026, the Board of Directors states that:

a. in the preparation of the annual accounts, the applicable
accounting standards read with requirements set out
under Schedule III to the Act, have been followed and
there are no material departures from the same;

b. the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as at 31^st March, 2026 and of the profit of the
Company for the year ended 31^st March, 2026;

c. the Directors 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 fraud and other irregularities;

d. the annual accounts / financial statements have been
prepared on a 'going concern' basis;

e. proper internal financial controls are in place and are
operating effectively; and

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

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
as stipulated under Section 134 of the Act read with the
Companies (Accounts) Rules, 2014 (as amended from time
to time), is annexed as Annexure - E to this Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
BETWEEN BALANCE SHEET DATE AND DATE OF BOARD'S
REPORT

There were no material changes and commitments between
the end of the financial year of the Company to which the
Financial Statements relates and date of Board's Report
affecting the financial position of the Company.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Particulars of loans given, investments made, guarantees
given and securities provided under the provisions of Section
186 of the Act, are provided in the notes forming part of the
financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

During the FY 2025-26, the Company has entered into
transactions with related parties as defined under Section
2(76) of the Act read with Companies (Specification of
Definitions Details) Rules, 2014, all of which were in the
ordinary course of business and on arm's length basis and in
accordance with the provisions of the Act read with the Rules
issued thereunder and as per Listing Regulations. Further,
there were no transactions with related parties which qualify
as material transactions under the Listing Regulations.

The policy on Related Party Transactions as approved and
revised by the Board of Directors from time to time in line with
the amended provisions of Act and Listing Regulations has

been uploaded on the Company’s website at https://www.
ambujagroup.com/documents/corporate-governance-and-
statutory-disclosures/policies/related-party-transactions-
policy.pdf.

All transactions with related parties were reviewed and
approved by the Audit Committee. The details of the related
party transactions as per Indian Accounting Standard
("Ind AS") - 24 are set out in Note No. 44 to the Standalone
Financial Statements forming part of this Report.

Further the transactions of the Company with person or
entity belonging to the promoter / promoter group i.e.
Mr. Manish Vijaykumar Gupta who hold(s) 10% or more
shareholding in the Company are set out in Note No. 44(b)
(d) to the Standalone Financial Statements forming part of
this Report.

The Form No. AOC - 2 pursuant to Section 134(3)(h) of the
Act read with Rule 8(2) of the Companies (Accounts) Rules,
2014 is annexed as Annexure - F to this Report.

AUDITORSa. Statutory Auditors and Auditor's Report

As per the provisions of Sections 139, 142 and all
other applicable provisions of the Act (including any
statutory modification(s) or re-enactment thereof,
for the time being in force) at the 31^st Annual General
Meeting of the Company held on 12^th August, 2022, the
Members of the Company had appointed M/s. Kantilal
Patel & Co, Chartered Accountants (Firm Registration
No. 104744W), as Statutory Auditors of the Company
to hold the office for a term of 5 (five) years from the
conclusion of 31^st Annual General Meeting till the
conclusion of the 36^th Annual General Meeting to be
held in the year 2027.

The Statutory Auditors have confirmed that they are not
disqualified to hold the office of the Statutory Auditor.

The Statutory Auditors’ report does not contain any
qualification, reservation or adverse remark and is self¬
explanatory and unmodified and thus does not require
any further clarifications / comments.

b. Cost Auditors

In terms of Section 148 of the Act, the Company is
required to maintain cost records and have the audit of
its cost records conducted by a Cost Accountant. Cost
records are prepared and maintained by the Company
as required under Section 148(1) of the Act.

Pursuant to Section 148 of the Act read with the
Rules issued thereunder (including any statutory
modification(s) or re-enactment thereof, for the time

being in force), the Board of Directors of the Company,
on the recommendations made by the Audit Committee,
at its Meeting held on 9^th May, 2026, has approved the
appointment of M/s. N. D. Birla & Co., Cost Accountants,
Ahmedabad (Membership No. 7907) as Cost Auditor of
the Company to conduct the audit of cost records for
the FY 2026-27. The remuneration proposed to be paid
to the Cost Auditors, subject to ratification of members
at the ensuing 35^th Annual General Meeting, would
not exceed ' 2,20,000/- (Rupees Two Lakhs Twenty
Thousand Only) excluding taxes and out of pocket
expenses, if any.

The Company has received certificate from the Cost
Auditors for eligibility u/s 141 (3)(g) of the Act for
appointment as Cost Auditors and his / its independence
and arm’s length relationship with the Company.

c. Secretarial Auditors and Secretarial Audit Report

I n terms of Regulation 24A of the Listing Regulations
and Section 204 of the Act, read with other applicable
provisions, if any, the Company is required to appoint
Secretarial Auditors for a period of 5 (five) years
commencing from FY 2025-26, to conduct the
Secretarial Audit of the Company.

Based on the recommendation of the Audit Committee
and the Board of Directors, the Members of the Company
at its 34^th Annual General Meeting of the Company,
approved the appointment of M/s. TNT & Associates,
Practicing Company Secretaries (Firm Registration
No. P2018GJ069800 and Peer Review Certificate
No. 3209/2023), as the Secretarial Auditors of the
Company for a period of 5 (five) years, commencing
from the FY 2025-26 up to the FY 2029-30 to conduct
the Secretarial Audit of the Company.

Secretarial Auditors Report

The Company is required to annex to the Board’s
Report, the Secretarial Audit Report, given in the Form
MR-3, by a Secretarial Auditor of the Company.

The Secretarial Audit Report of the Company for the FY
2025-26, issued by M/s. TNT & Associates, Practicing
Company Secretaries, is annexed to this Report as
Annexure - G.

There are no qualifications, observations, adverse
remark or disclaimer in the said Report.

Reporting of Fraud

During the FY 2025-26, the Statutory Auditors, Cost
Auditors, and Secretarial Auditors of the Company
have not reported any instances of fraud committed
by the Company’s officers or employees to the Audit

Committee under Section 143(12) of the Act, which are
required to be disclosed in this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Details of vigil mechanism / whistleblower policy has been
provided in the Corporate Governance Report, which forms
part of this Report.

The Vigil Mechanism / Whistle Blower Policy is available on
the website of the Company at https://www.ambujagroup.
com/documents/corporate-governance-and-statutory-
disclosures/policies/vigil-mechanism-whistle-blower-
policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

The Company firmly believes that sustainable business
growth goes hand in hand with the development of
society and the protection of the environment. Guided
by this philosophy, the Company continues to undertake
Corporate Social Responsibility ("CSR") initiatives aimed
at creating long-term value for the communities in which
it operates. The Company’s CSR efforts are focused on
fostering inclusive growth, enhancing the quality of life
of beneficiaries, and contributing towards sustainable
development. The Company remains committed to
conducting its business in an ethical, socially responsible,
and environmentally sustainable manner while creating
value for all its stakeholders, including customers, members,
employees, business associates and society at large. In
furtherance of these objectives, the Company has adopted
a Corporate Social Responsibility Policy, which provides the
guiding framework for planning and implementing its CSR
programmes and activities.

During the FY 2025-26, the Company continued to undertake
various CSR initiatives aimed at improving the quality of life
of communities and promoting sustainable development.
The Company’s CSR programmes primarily focused
on healthcare, education, environmental sustainability,
rural infrastructure development, women empowerment,
sanitation and hygiene, community welfare, promotion
of sports, strengthening healthcare infrastructure and
improving access to medical services through support
for medical equipment, healthcare facilities, rehabilitation
services, and emergency medical assistance. In the field
of education, the Company supported the development
and upgradation of educational infrastructure and learning
facilities for students. The Company remained committed
to environmental sustainability through renewable energy
initiatives, afforestation activities, and conservation of
natural resources. Efforts were also undertaken to improve
access to safe drinking water and other essential community
infrastructure facilities in rural and surrounding areas. The

Company also supported initiatives aimed at enhancing
livelihood opportunities and women empowerment, while
also contributing towards community welfare programmes,
social development projects and promotion of sports and
youth development activities.

Through these initiatives, the Company continued to create
a positive and sustainable impact in the communities where
it operates, in line with its commitment towards inclusive
growth and social responsibility.

The Company has also framed Annual Action Plan for
efficient spending of amount allocated for Corporate
Social Expenditure for FY 2025-26, which is available on
the website of the Company at https://www.ambujagroup.
com/documents/corporate-governance-and-statutory-
disclosures/corporate-social-responsibility/Annual%20
Action%20Plan%202025-26.pdf.

The Annual Report on CSR activities in accordance with
the Companies (Corporate Social Responsibility Policy)
Rules, 2014 (including any statutory modification(s) or re-
enactment(s) thereof, for the time being in force), is annexed
as Annexure - H to this Report and also displayed on the
website of the Company at www.ambujagroup.com.

The policy on Corporate Social Responsibility has been
uploaded on the Company’s website at https://www.
ambujagroup.com/documents/corporate-governance-
and-statutory-disclosures/policies/corporate-social-
responsibility-policy.pdf.

MEETINGS OF THE BOARD

During the FY 2025-26, 4 (Four) meetings of the Board
of Directors of the Company were held. The details of
the meetings of the Board / Committees of the Board of
Directors, are provided in the Corporate Governance Report,
which forms part of this Report.

The intervening gap between the meetings of Board of
Directors of the Company were within the period prescribed
under the Act.

COMMITTEES OF BOARD OF DIRECTORS

In order to adhere to the best corporate governance practices,
to effectively discharge its functions and responsibilities and
in compliance with the requirements of applicable laws, the
Board of Directors has constituted several Mandatory and
Non-Mandatory Committees including the following:

Mandatory Committees:

r- Audit Committee;

r- Nomination and Remuneration Committee;
r Stakeholders’ Relationship Committee;

^ Corporate Social Responsibility Committee;
p- Risk Management Committee; and
p- Share Transfer Committee

Non-mandatory Committees:

p- Internal Committee; and
p- Investment Committee

Details relating to the powers, roles, terms of reference,
and changes, if any, in the composition of the Mandatory
Committees of the Board of Directors, along with the dates
on which Committee Meetings were held during the FY
2025-26 and the attendance of each Director thereat, are
set out in the Corporate Governance Report, which forms
part of this Report.

Further as per Section 177(8) of the Act, as amended from
time to time, there have been no instances during the year
where recommendations of the Audit Committee were not
accepted by the Board of Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

All Independent Directors are familiarised with the
operations and functioning of the Company at the time
of their appointment and on an ongoing basis, enabling
them to understand their roles, rights and responsibilities,
the Company’s business model, diversified operations,
manufacturing facilities, product portfolio, financial
performance, key milestones, strategic initiatives, export
expansion plans and future growth prospects, amongst
others.

The details of the familiarisation programme are provided
in the Corporate Governance Report, which forms part of
this Report and same is also available on the website of the
Company at https://www.ambujagroup.com/documents/
disclosure-under-reg-46-of-sebi-lodr-regulations/
familiarization-programmes-imparted-to-independent-
directors.pdf

RISK MANAGEMENT

The Company recognises that risk is an integral part of
business and is committed to managing the risks in a
proactive and efficient manner. The Company periodically
assesses risks in the internal and external environment,
along with the cost of treating risks and incorporates risk
treatment plans in its strategy, business and operational
plans. The Company through its risk management process,
strives to contain impact and likelihood of the risks within
the risk appetite as agreed from time to time with the Board
of Directors.

At plants / units level, Internal Committees have been
formed, headed by plants / units heads of respective plants /
units and functional departmental heads. Such Committees
report to the Risk Management Committee from time to time
and the Risk Management Committee reports to the Board
of Directors of the Company. The Board of Directors has
developed and implemented Risk Management Policy for
the Company. There are no risks which in the opinion of the
Board of Directors threaten the existence of the Company.
However, some of the risks which may pose challenges are
set out in the Management Discussion and Analysis Report,
which forms part of this Report.

DISCLOSURE RELATING TO REMUNERATION OF
DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable
provisions, if any, of the Act read with the Rules thereunder
(including any statutory modification(s) or re-enactment(s)
thereof, for the time being in force), and Regulation 19 of
the Listing Regulations, Board of Directors of the Company
has in its meeting held on 25^th January, 2025 approved and
adopted a revised Nomination and Remuneration Policy of
the Company relating to the remuneration for the Directors,
Key Managerial Personnel (KMPs), Senior Management
Personnel and other employees of the Company.

Directors’ appointment and criteria for determining
qualifications, positive attributes, independence of a director
is forming part of Nomination and Remuneration Policy of
the Company.

The Nomination and Remuneration Policy of the Company
is displayed on the website of the Company at https://www.
ambujagroup.com/documents/corporate-governance-
and-statutory-disclosures/policies/nomination-and-
remuneration-policy.pdf

The information required under Section 197 of the Act
read with Rule 5 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 annexed as Annexure - I to
this Report.

EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS
COMMITTEES AND OF INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee has laid
down the criteria for performance evaluation of Executive
Directors, Non-Executive Directors, Independent Directors,
the Board and its Committees of the Company in accordance
with the provisions of Section 178 of the Act, as amended
from time to time, and as per Regulation 19 of the Listing

Regulations, as amended from time to time. The criteria was
set based on various attributes, inter alia, profile, experience,
contribution, dedication, knowledge, sharing of information
with the Board of Directors, regularity of attendance,
aptitude & effectiveness, preparedness & participation, team
work, decision making process, roles, rights, responsibilities,
monitoring & managing potential conflict of interest of
management, providing fair and constructive feedback &
strategic guidance and contribution to the growth of the
Company.

Pursuant to the aforesaid criteria, the annual performance
evaluation of the Board, its Committees and individual
Directors was carried out during the year. The Company
has devised an evaluation framework comprising evaluation
criteria/forms for Independent Directors, Non-Independent
Directors, the Board and its Committees, along with a
mechanism for recording observations and suggestions.
The performance of the Board as a whole and its Committees
was evaluated by the Board, taking into consideration the
inputs received from the Separate Meeting of Independent
Directors, on parameters such as composition of the
Board/Committees, effectiveness of meetings, discharge of
functions and overall governance practices.

The Independent Directors of the Company, at their separate
meeting, reviewed the performance of Non-Independent
Directors, the Board as a whole and the Chairman of the
Company. The Independent Directors also discussed the
quality, quantity and timeliness of flow of information between
the management and the Board, which is necessary for the
Board to effectively and reasonably perform their duties.
The feedback and observations of the of the Independent
Directors were shared with the Chairman of the Company at
the subsequent Board Meeting, wherein the performance of
the Board, its Committees and individual Directors was also
discussed.

Criteria for performance evaluation of Board, that of its
Committees and Individual Directors are provided in
Corporate Governance Report which is forming part of this
Report.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company continue to remain listed
on BSE Limited ("BSE") and National Stock Exchanges of
India Limited ("NSE"). The annual listing fees for the FY
2025-26 has been paid to these Stock Exchanges.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with all applicable provisions of
the Maternity Benefit Act, 1961 during the FY 2025-26. The
maternity benefits prescribed under the Maternity Benefit

Act, 1961, have been extended to all eligible employees in
accordance with the statutory requirements. The Company
also has in place appropriate HR policies and procedures to
ensure adherence to the provisions of the Maternity Benefit
Act, 1961.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a policy for prevention, prohibition
and redressal of sexual harassment at workplace. Further, the
Company has constituted an Internal Complaint Committee
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 read with
applicable Rules made thereunder (as amended from time to
time), where complaints in the nature of sexual harassment
can be registered. Appropriate reporting mechanisms are
in place for ensuring protection against sexual harassment
and the right to work with dignity.

Pursuant to the applicable provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and Schedule V (Part C) of the
Listing Regulations, the Company is required to disclose the
number of complaints filed, disposed of during the financial
year and those pending as at the end of the financial year.
The relevant details for the FY 2025-26, as at 31^st March,
2026, are provided in the Corporate Governance Report
forming part of this Report.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declarations from
each of the Independent Directors under Section 149(7) of
the Act that they meet the criteria of independence laid down
in Section 149(6) of the Act and Regulations 16(1)(b) & 25 of
the Listing Regulations and also in the opinion of the Board
of Directors and as confirmed by these Directors, they fulfill
the conditions specified in Section 149 of the Act and the
Rules made thereunder about their status as Independent
Directors of the Company.

The Company has received necessary declarations from all
the Independent Directors of the Company confirming that:

a. t hey meet the criteria of independence as prescribed
under the provisions of the Act, read with Schedule
IV and Rules issued thereunder, and the Listing
Regulations. There has been no change in the
circumstances affecting their status as Independent
Directors of the Company;

b. they have complied with the Code for Independent
Directors prescribed under Schedule IV to the Act; and

c. they have registered themselves with the Independent
Director’s Database maintained by the Indian Institute

of Corporate Affairs and have qualified the online
proficiency self-assessment test or are exempted from
passing the test as required in terms of Section 150 of
the Act read with Rule 6 of the Companies (Appointment
and Qualifications of Directors) Rules, 2014.

ANNUAL RETURN

As required under the provisions of Section 134(3)(a) and
Section 92(3) of the Act, read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, (including
any statutory modification(s) or re-enactment thereof, for
the time being in force), the Annual Return in Form No.
MGT-7 for the FY 2025-26 is placed on the website of the
Company at https://www.ambujagroup.com/documents/
investors-downloads/annual -return/annual-return-
fy-2025-26.pdf.

INTERNAL FINANCIAL CONTROLS AND LEGAL
COMPLIANCE REVIEW

The Company has in place adequate internal financial
controls with reference to financial statements. The Board of
Directors has adopted policies and procedures for ensuring
the orderly and efficient conduct of its business, including
adherence to the Company’s policies, the safe guarding
of its assets, the prevention and detection of fraud, error
reporting mechanisms, the accuracy and completeness of
the accounting records and the timely preparation of reliable
financial disclosures.

The Company has devised systems to ensure compliance
with the provisions of all applicable laws to the Company.
During the FY 2025-26, M/s. T R Chadha & Co LLR (Chartered
Accountants) the Internal Auditor of the Company were
assigned the responsibility for ensuring and reviewing the
adequacy of legal compliance systems in the Company as
required under the Act. Compliance with all laws applicable
to the Company was checked by the Internal Auditor and no
non-compliance with laws applicable to the Company was
reported to the Company.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE
REGULATORS

During the FY 2025-26, there were no significant / material
orders passed by the Regulators or Courts or Tribunals
impacting the going concern status of the Company and its
operations in future.

SECRETARIAL STANDARDS

During the FY 2025-26, the Company has complied with
the applicable provisions of the Secretarial Standards - 1
relating to 'Meetings of the Board of Directors’ and Secretarial
Standards - 2 relating to 'General Meetings’ specified by the

Institute of Company Secretaries of India and approved by
the Central Government under Section 118(10) of the Act.

APPLICATION MADE OR ANY PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the FY 2025-26, there was no application made
nor any processing was pending under the Insolvency and
Bankruptcy Code, 2016.

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

During the FY 2025-26, there was no instance of one-time
settlement with any Bank(s) or Financial Institution(s).

HEALTH, SAFETY AND ENVIRONMENT

The safety excellence journey is a continuing process of
the Company. For the Company, safety is of paramount
importance and as a good corporate citizen; it is committed
to ensure safety of all its employees and the people,
working for and on behalf of the Company, visitors to the
premises of the Company and the communities we operate
in. Employees at various plants of the Company were
given training on basic and advanced fire safety including
mock drills for emergency preparedness plan. Structured
monitoring & review and a system of positive compliance
reporting are in place. There is a strong focus on safety
with adequate thrust on employees’ safety. The Company
is implementing programme to eliminate fatalities and
injuries at work place. Quarterly reports on health, safety and
environment from each plants / units of the Company are
received by the Company and the same are placed before
the Board of Directors for their review.

The Company has been achieving continuous improvement
in safety performance through a combination of systems
and processes as well as co-operation and support of all
employees. Each and every safety incident at plants / units,
if any, are recorded and investigated.

ENHANCING SHAREHOLDERS VALUE

The Company accords top priority for creating and enhancing
shareholders value. All the Company’s operations are guided
and aligned towards maximising shareholders value.

APPRECIATION & ACKNOWLEDGEMENTS

The Board of Directors places on record its sincere
appreciation and gratitude to all stakeholders whose
continued support, trust and cooperation have significantly
contributed to the Company’s growth and success during

The Board places on record its deep appreciation for the
dedication, commitment, and hard work of all employees
across the organisation. Their professionalism, teamwork,
innovation, and relentless pursuit of excellence have been
fundamental to the Company’s achievements during the
year. The Board acknowledges their invaluable contributions
and looks forward to their continued support in achieving
the Company’s future objectives and creating long-term
value for all stakeholders. The Board also wishes to place
on record its appreciation for the cooperation received from
all employees, staff, and workers at all levels and across all
plants and units.

For and on behalf of the Board of DirectorsManish Vijaykumar Gupta

Place: Ahmedabad Chairman & Managing Director

Date : 1^st August, 2026 (DIN: 00028196)