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You can view full text of the latest Director's Report for the company.

BSE: 542524ISIN: INE342U01016INDUSTRY: Trading

BSE   ` 50.35   Open: 50.35   Today's Range 50.35
50.35
-0.01 ( -0.02 %) Prev Close: 50.36 52 Week Range 32.76
51.92
Year End :2025-03 

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

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

Sr.

No.

Particulars

2024 - 25

(Amount in
Lakh)

2023 - 24
(Amount in
Lakh)

01

Sales

-

-

02

Other Income

64.19

16.04

03

Profit before exceptional,
extraordinary items and
Taxation.

22.37

3.56

04

Extraordinary items

-

-

05

Profit Before Tax

22.37

3.56

06

Current tax

5.89

0.49

07

Deferred tax

-

-

08

Net Profit /Loss (After I.
Tax)

16.48

3.19

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

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

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

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

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

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

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

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

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

and fixing the level of responsibility.

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

The Company does not have any Holding Company.

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

This Clause is not applicable to the company.

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

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

A. AUTHORIZED SHARE CAPITAL

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

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

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

B. PAID-UP SHARE CAPITAL

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

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

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

Shareholding as on 31st March, 2025:

C. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

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

D. ISSUE OF EMPLOYEE STOCK OPTIONS

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

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

E. ISSUE OF SWEAT EQUITY SHARES

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

F. PURCHASE OF ITS OWN SECURITIES BY THE COMPANY

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

STATUTORY AUDITORS

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

AUDITORS' REPORT

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

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

SECRETARIAL AUDITOR

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

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

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

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

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

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

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

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

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

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

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

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

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

SR.

NO

NAME

DESIGNATION

DIN/PAN

DATE OF
APPOINTMENT

1.

Avani

Ashwin kumar

Shah

Independent

Non-executive

Director

09608898

14/08/2024

2.

Juhi Sawajani

Independent

Non-executive

Director

09811893

14/08/2024

3.

Durgesh

Pandey

Non-executive

Director

10458934

30/05/2024

4.

Rajesh Singh
Thakur

Managing

Director

10593346

25/04/2024

5.

Dilip bhai

Baldev bhai

Patel

Whole Time
Director

10593381

25/04/2024

6.

Dilip bhai

Baldev bhai

Patel

CFO

AJBPP4026F

25/04/2024

7.

Amrita

Lalwani

Company

Secretary

APVPC6433P

25/04/2024

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

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

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

Sr. No.

Type of Meeting

Date of
Meeting

1.

Board Meeting

16.04.2024

2.

Board Meeting

25.04.2024

3.

Board Meeting

30.05.2024

4.

Board Meeting

08.07.2024

5.

Board Meeting

14.08.2024

6.

Board Meeting

29.10.2024

7.

Board Meeting

11.01.2025

8.

Board Meeting

14.02.2025

9.

Board Meeting

19.03.2025

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

Sr.

No.

Type of Meeting

Date of
Meeting

1.

Annual General Meeting

30.09.2024

2.

Extraordinary General

02.07.2024

Meeting

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

1. AUDIT COMMITTEE:

The Audit Committee comprises the following members.

SR

NO.

NAME

DIN

POSITON IN
COMMITTEE

NATURE OF
DIRECTORSHIP

1

Ms. Avani
Ashwin kumar Shah

09608898

Non-Executive
and Independent
Director

Chairman

2

Mr. Durgesh Pandey

10458934

Non-executive

Director

Member

3

Ms. Juhi Sawajani

09811893

Non-Executive
and Independent
Director

Member

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

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

Sr.

No.

Type of Meeting

Date of Meeting

1.

Meeting of Audit Committee

30.05.2024

2.

Meeting of Audit Committee

14.08.2024

3.

Meeting of Audit Committee

29.10.2024

4.

Meeting of Audit Committee

14.02.2025

II. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises the following
members.

SR

NO.

NAME

DIN

POSITON IN
COMMITTEE

NATURE OF
DIRECTORSHIP

1

Ms. Avani

Ashwinkumar

Shah

09608898

Non-Executive
and Independent
Director

Chairman

2

Mr. Durgesh
Pandey

10458934

Non-executive

Director

Member

3

Ms. Juhi

09811893

Non-Executive

Member

Sawajani

and Independent
Director

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

Sr.

No.

Type of Meeting

Date of
Meeting

1.

Meeting of Nomination and
Remuneration Committee

30.05.2024

2.

Meeting of Nomination and
Remuneration Committee

29.10.2024

III. STAKEHOLDER'S RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee comprises the following members:

SR

NO.

NAME

DIN

positon in

COMMITTEE

NATURE OF
DIRECTORSHIP

1

Ms. Avani

Ashwinkumar

Shah

09608898

Non-Executive
and Independent
Director

Chairman

2

Mr. Durgesh
Pandey

10458934

Non-executive

Director

Member

3

Ms. Juhi Sawajani

09811893

Non-Executive
and Independent
Director

Member

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

Sr. No.

Type of Meeting

Date of
Meeting

1.

Meeting of Stakeholder's Relationship
Committee

14.08.2024

2.

Meeting of Stakeholder's Relationship
Committee

14.02.2025

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

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

A) Executive Directors:

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

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

B) Non-Executive Directors:

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

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

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

C) Key Managerial Personnel (KMP):

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

> ENERGY CONSERVATION

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

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

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

> TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

i. The efforts made towards technology absorption -NONE.

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

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

a) The details of technology imported- NONE

b) The year of import- NOT APPLICABLE

c) Whether the technology been fully absorbed- NOT APPLICABLE

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

iv. The expenditure incurred on Research and Development -NIL

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• Net worth of 25 crore or more; or

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

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

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

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

This Clause is not applicable to the company.

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

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

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

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

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

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

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

frauds reported by the Auditor.

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

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

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

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

RAJESH SINGH THAKUR DURGESH PANDEY

MANAGING DIRECTOR DIRECTOR

DIN: 10593346 DIN: 10458934

PLACE: AHMEDABAD
DATE: 20.08.2025