Your Directors have pleasure in presenting herewith the 30th Annual Report of Company together with the Audited
Accounts for the financial year ended 31st March, 2025.

1. FINANCIAL RESULT (Amounts in Lakhs)

2. STATE OF COMPANY'S AFFAIR:

During the financial year under review the overall performance of the Company was good and the overall
turnover of the Company was 12892.18 Lakhs as compared to Rs. 10319.63 Lakhs Previous year and the Net
Profit Rs. 48.86 Lakhs as compared to Loss of Rs. 366.22 Lakhs in previous year.

3. TRANSFER TO RESERVES

The Board of Directors of the Company has not recommended for transfer of any amount to the General
Reserve for the Financial Year ended March 31,2025.

4. DIVIDEND:

Your Directors do not recommend any Dividend for the Financial Year 2024-25 as the profits are planned to be
ploughed back into the business operations.

5. SUBSIDIARIES:

During the year Company did not have any Holding, subsidiary or joint venture or associate company.

6. FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76
of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from its member
and public during the Financial Year.

7 CHANGE IN THE NATURE OF THE BUSINESS

During the Financial year under Review there is no change in the nature of the Business

8. MEETINGS

During the year under review, 6 (Six) board meetings were held on,

The maximum time-gap between any two consecutive meetings was within the period prescribed under the
Companies Act, 2013.

9. BOARD EVALUATION

The Board of Directors evaluated the annual performance of the Board as a whole, its committee's and the
directors individually in accordance with the provisions of the Companies Act, 2013 and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following
manner

i. Structured evaluation forms, as recommended by the Nomination and Remuneration Committee, after
taking into consideration inputs received from the Directors, covering various aspects of the Board's
functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution
and performance of specific duties, obligations and governance, for evaluation of the performance of the
Board, its Committee's and each director were circulated to all the members of the Board along with the
Agenda Papers.

ii. The members of the Board were requested to evaluate by filling the evaluation forms and the duly filled in
evaluation forms were required to be sent to the Company Secretary in a sealed envelope or personally
submitted to the Chairman at the concerned meeting.

iii. Based on the individual evaluation of the Directors, the Board initiated a detailed discussion at the
concerned meeting on the performance of the Board / Committee/Individual Director and formulated a final
collective evaluation of the Board. The Board also provided individual feedback to the concerned director on
areas of improvement, if any.

A separate meeting of Independent Directors was held on 14th February 2025 to evaluate the performance
evaluation of the Chairman, the Non-Independent Directors, the Board and flow of information from
management.

10. DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company,
Mrs. Satyavathi Perla, retires by rotation at the ensuing Annual General Meeting and being eligible, offers
herself for re-appointment.

Mr. P. V. Sreedharan (DIN: 03453379) resigned from the office of Independent Director of the Company with
effect from the closing hours of September 28, 2024. Mr. Mallikarjunarao Voleti (DIN: 10792672), was
appointed as an Independent Director by the Board of Directors under section 161(1) of the said Act and in
accordance with the Articles of Association of the Company, effective 28th September, 2024.

For Directors seeking appointment/re-appointment in the forthcoming Annual General Meeting of the
Company; the particulars as required to be disclosed in accordance Regulations 17 to 27 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Para C, D
& E of Schedule V Companies Act-2013.

11. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, and subject to disclosures in the
Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to
time, and to the best of their knowledge and information furnished, the Board of Directors states:

( i) That in preparation of the Annual Accounts for the year ended 31st March, 2025, all the applicable
Accounting Standards Prescribed by the Institute of Chartered Accountants of India have been followed
along with proper explanation relating to material departures, if any.

(ii) That the Directors have adopted such accounting policies, as selected in consultation with Statutory
Auditors, 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 of the Company for the financial year ended 31st March, 2025.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities.

(iv) That the Annual Accounts for the year ended 31st March, 2025, has been prepared on a going concern
basis.

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

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

12. STATUTORY AUDITORS

The Board of Directors based on the recommendation of Audit Committee considered the re-appointment of
M/s. Ramasamy Koteswara Rao & Co LLP, Chartered Accountants, Hyderabad (Registration
No.010396S/S200084) as Statutory Auditors of your Company from the conclusion of 28th Annual General
Meeting till the conclusion of 33rd Annual General Meeting of the members of the Company.

M/s. Ramasamy Koteswara Rao & Co LLP has given their consent to act as Statutory auditors of the Company
and also conveyed they are not disqualified as per the Companies Act, 2013.

The Statutory Auditors were present in the last AGM.

13. INTERNALAUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has reappointed KRNA &
Associates, Chartered Accountants, as the Internal Auditors on your Company. The Internal Auditors are
submitting their Reports on quarterly basis pursuant to the provisions of section 138 and rule 13 of companies
(Accounts) rules, 2014.

14. COST RECORDS AND COST AUDIT:

Maintenance of Cost records and requirement of Cost audit as prescribed under the provisions of Section
148(1) of the Act are not applicable for the business activities carried out by the Company.

15 FRAUD REPORTING

During the Financial Year under review the Statutory Auditors of the Company have not reported any incident of
fraud to the Board of Directors of the Company.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177 (9) and read with all other applicable provisions of the Companies Act,
2013 and the Companies (meetings of board and its powers) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force) and Regulation 22 Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has a
Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group. The
details of the Policy are explained in the Corporate Governance Report and also posted on the website of the
Company and the web link is http://www.ambicaagarbathi.com.

17. RISK MANAGEMENT

Pursuant to the provisions of section 134 (3) (n) and read with all other applicable provisions of the Companies
Act, 2013 and the Companies (Accounts) Rules, 2014 (including any statutory modification(s) or re-enactment
thereof for the time being in force) and as per SEBI (LODR) Regulations, 2015 the Risk management is Not
applicable to the Company.

18. REMUNERATION POLICY

The Board of Directors, on recommendation of the Nomination and Remuneration Committee framed a
Nomination and Remuneration policy for selection, appointment and remuneration of Directors, KMP and Senior
Management and matters covered u/s 178(3) of the Companies Act 2013. The details of the same are provided
in the Corporate Governance Report and website of the company.

19. MANAGEMENT DISCUSSION AND ANALYSIS:

Aspects of Management Discussion and Analysis are enclosed as “Annexure -1”to this report.

20. CORPORATE GOVERNANCE:

Report on Corporate Governance including Auditor's Certificate on Compliance with Regulations 17 to 27 and
clauses (b) to (i) of sub-regulation 2 of Regulation 46 and Para C, D & E of Schedule V of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following
manner is enclosed as "Annexure - II" to this report

21. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed there under, the Board of
Directors, on recommendation of the Audit Committee, appointed M/s P S Rao and Associates, Practicing
Company Secretaries to undertake the Secretarial Audit of the Company. The secretarial audit report issued by
M/s P S Rao and Associates, Practicing Company Secretaries for the financial year ending 31st March, 2025 is
given in the FORM NO: MR - 3 is herewith annexed as "Annexure (III)” attached hereto and forms part of this
Report. There are no qualifications, reservations or adverse remarks made by the secretarial auditor and the
observation made is self explanatory and requires no further explanation from the Board.

22. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and
were in the ordinary course of business. There are no materially significant 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. All related party transactions are placed before
the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained
as per Regulation 23 SEBI (Listing Obligations & Disclosure Requirements) 2015 for the transactions which are
of a foreseen and repetitive nature. The Company has developed a Policy on Related Party Transactions for the
purpose of identification and monitoring of such transactions.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of
the Companies Act, 2013 in Form AOC-2 is herewith annexed as "Annexure IV” to this report.

23. ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, a copy of Annual Return in the prescribed
format i.e., Form MGT-7 is placed on the website of the Company and be accessed at the link
www.ambicaagarbathi.com

24. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is herewith
annexed as “Annexure V".

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Company does not have any employee who is employed throughout the financial year and in receipt of
remuneration of Rs 1,02,50,000 per annum, or employees who are employed for part of the year and in receipt
of Rs 8,50,000 per month.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loan to any person or body corporate or given any guarantee or provided
security in connection with such loan or made any investment in the securities of any body corporate pursuant
to Section 186 of the Companies Act, 2013. The Company has given advance against salary to some
employees in terms of the applicable policies of the Company.

26. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of section 135 (1) and read with all other applicable provisions of the Companies Act, 2013
and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutory modification(s)
or re-enactment thereof for the time being in force). Not Applicable to the Company.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going
concern status of the Company and its future operations.

28. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There have been no material changes and commitments affecting the financial position of the Company which
have occurred between the end of the financial year of the Company to which the financial statements relate
and the date of the report.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and Outgo
stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014

A. Conservation of Energy: The present operation of the Company does not involve high energy
consumption. However steps being taken to minimize energy consumption where ever possible.

B. Research & Development: The Research and Development division of Agarbathies department continues
to focus on introducing of new brands.

C. Technology Absorption: Not Applicable

D. Foreign Exchange Earnings & Outgo (In Rs. Lakhs)

30. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK
PLACE:

Your Company strongly supports the rights of all its employees to work in an environment, free from all forms of
harassment. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The policy aims to provide protection to
employees at the workplace and prevent and redress complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of providing a safe working environment, where employees
feel secure. The Company has also constituted an Internal Committee, known as Anti Sexual Harassment
Committee to address the concerns and complaints of sexual harassment and to recommend appropriate
action.

The Company has not received any complaint on sexual harassment during the year.

31. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR:

No application was made or any proceedings pending under the IBC, 2016 during the year ended on 31st
March, 2025.

32. 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:

Not Applicable

33. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the company has complied with the Secretarial Standards issued by the Institute
of Company Secretaries of India (ICSI) on Board Meetings SS-I), General Meetings (SS-II).

34. ACKNOWLEDGEMENTS:

Your Directors place on record, their appreciation for the co-operation and support from the Bankers, Financial
Institutions, the stockiest and distributors, Supplier and Customers.

Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders,
Central and State Government agencies etc for their support and co-operation. Your Directors express their
heartfelt gratitude to the employees for their exceptional commitment and loyalty to the Company.

For and on behalf of the Board
AMBICA AGARBATHIES AROMA & INDUSTRIES LIMITED

Sd/- Sd/-

AMBICA KRISHNA AMBICA RAMACHANDRA RAO

Chairman and Managing Director Wholetime Director

DIN: 00391898 DIN: 01678538

Place: Eluru
Date: 02.09.2025