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

BSE: 539196ISIN: INE829P01020INDUSTRY: Electric Equipment - General

BSE   ` 169.70   Open: 163.25   Today's Range 163.25
172.95
+3.60 (+ 2.12 %) Prev Close: 166.10 52 Week Range 137.65
238.00
Year End :2025-03 

Your directors present the Thirty-Three Annual Report of the Company together with the audited
financial statements for the financial year ended March 31st, 2025.

FINANCIAL PERFORMANCE

The financial performance of the Company is as follows: (Amount in Rs.)

Particulars

Financial Year

Financial Year

2024-25

2023-24

Revenue from operations

3,36,79,75,893

2,82,13,52,436

Other Income

50,65,536

64,73,834

Total Income

3,37,30,41,430

2,82,78,26,271

Expenditure (excluding depreciation)

3,26,66,25,207

2,73,59,23,351

Depreciation

68,43,580

61,29,646

Total Expenditure

3,27,34,68,787

2,74,20,52,997

Profit / (Loss) before Tax

9,95,72,642

8,57,73,273

Tax

2,72,00,000

2,50,00,000

Deferred Tax

-17,66,480

-8,85,655

Profit / (Loss) after tax

7,41,39,122

6,16,58,928

Earnings per share (Basic)

5.86

4.87

Earnings per share (Diluted)

5.86

4.87

REVIEW OF PERFORMANCE

During the year under review, your Company has earned income of Rs 3,37,30,41,430 including other
income as compared to Rs.
2,82,78,26,271 in the previous financial year. The Net Profit after tax was Rs.
7,41,39,122/- against the Net Profit of Rs 6,16,58,928/- in the previous financial year

DIVIDEND:

We recommend a final dividend at the rate of 15% of total equity share capital (i.e. Rs. 0.75 paise per
equity shares of Rs.5 each) for the year ended 31st March, 2025.

The Notice convening the ensuing Annual General Meeting ("AGM") of the Members of the Company
includes an item for confirmation of the said final Dividend.

SHARE CAPITAL

During the year under review, there were no changes in the Share Capital of the Company.
TRANSFER TO GENERAL RESERVES

The Board has not decided to transfer any General Reserves for the year under review.

DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount on account of
principal or interest on deposits from public was outstanding as at March 31, 2025.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees, investments and security, as required under the provisions of section
186 of the Act are provided in the note no. 5 & note No.6 forming part of the Financial Statements, which
forms part of this Annual Report.

MATERIAL CHANGES AND COMMITMENT AFFFECTING THE FINANCIAL POSITION OF
THE COMPANY

During the year under review, there have been no material changes and commitments affecting the
financial position of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

During the year under review, there were no significant material orders passed by the Regulators or
Courts or Tribunal which would impact the going concern status of the Company and its future
operations.

DETAILS OF REMUNERATION TO DIRECTORS

Disclosure with respect to the remuneration of Directors and employees as required under Section 197
of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Amendment Rules, 2016 is given in
ANNEXURE - I

CORPORATE SOCIAL RESPONSIBILTY

In accordance with the requirements of the section 135 of the Companies Act,2013, the Company has a
Corporate Social Responsibility Committee, the terms of reference and other details of which are
provided in the corporate governance report. The CSR Policy has been framed and posted on the website
of the company,
www.ambaltd.com.

As required by Section 134(3)(o) of the Companies Act,2013 and rule 9 of the Companies (Corporate
Social Responsibility) Rules,2014. Annual Report on CSR activities is annexed as "
Annexure-II" and
forms integral part of this report.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act,2013 and Rule 12 of the Companies (Management and
Administration) Rules,2014. The Annual Return of the Company is available on the website of the
Company at the weblink https://www.ambaltd.com/index.php/investor-relation/12-annual-return

AUDITORS:

1.Statutory Auditors:

M/s BILIMORIA MEHTA AND CO., Chartered Accountants (Firm Registration No. 146249W),

(formerly known as M/s MASD & Co., prior to its restructuring), as the Statutory Auditors of the
Company for a second term of five (5) consecutive years in the 32nd Annual General Meeting of the
Company for consecutive Five years as until the conclusion of the 37th Annual General Meeting,

The requirement of seeking ratification of the members for continuance of their appointment has been
withdrawn consequent upon the changes made by the Companies (Amendment) Act, 2018 with effect
from May 7, 2018. Your Company has received necessary certificate form M/s
BILIMORIA MEHTA
AND CO.,
Chartered Accountants confirming that they satisfy the criteria provided under section 141
of the Companies Act, 2013 and are not disqualified from continuing as Statutory Auditors of the
Company. Further, the firm holds a valid Peer Review Certificate issued by the Institute of Chartered
Accountants of India (ICAI).

2. Auditors' Report:

The Auditors' Report on the audited standalone financial statements of the Company for the year ended
31st March, 2025 issued by
M/s BILIMORIA MEHTA AND CO., Chartered Accountants, Statutory
Auditors of the Company forms part of this Annual Report. The Auditors' Report does not contain any
qualifications, reservations, adverse remarks or disclaimer. In terms of the provisions of Section 143(12)
of the Act, no frauds have been reported by the Statutory Auditors in their report for the year under
review. Notes to the Financial Statements are self-explanatory and do not call for any further comments.

3. Secretarial Auditor

M/s. SARK & Associates, Practicing Company Secretary were appointed as Secretarial Auditor to
conduct the secretarial audit of the Company for the financial year 2024-25, as required under section
204 of the Act and Rules made thereunder.

The Secretarial Audit Report for the financial year 2024-25 is given as ANNEXURE III, which forms
part of this Report.

The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all transactions entered into by the Company with related parties were
in the ordinary course of business and on an arm's length basis. Particulars of contracts or arrangements
with related parties as required under section 134(3)(h) of the Act, in the prescribed Form AOC-2 is
given in
ANNEXURE IV, which forms part of this Report.

Disclosure of transactions with related parties as required under Listing Regulations and the applicable
Accounting Standards is given in the Note no. 39 forming part of the Financial Statements.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, 4 (Four) times during the year 2024-25 on 03.05.2024, 06.08.2024,
07.11.2024 and 07.02.2025. The gap between the two board meetings did not exceed 120 days.

S. No.

Date of the Meeting
(DD/MM/YYYY

Total Number of
directors as on the
date of meeting

Attendance

Number of
directors attended

% of
attendance

1

03/05/2024

5

5

100

2

06/08/2024

5

5

100

3

07/11/2024

7

7

100

4

07/02/2025

7

7

100

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, based on the recommendation of Nomination and Remuneration
Committee, the Board as well as the Members of the Company had approved:

(a) The Appointment of Mr. Darshan Mukundray Sanghavi (DIN:10738166) and Mr. Dharmendra
Kanaiyalal Mehta (DIN: 08596956) were appointed as a Non-Executive Independent Director of
the Company for the period of 5(Five) Years w.e.f August 10th, 2024 and September 30th, 2024
respectively.

(b) Ms. Pranali Shridhar Bhatade was appointed as a Chief Financial Officer with effect from 06th
August, 2024.

These appointments were made in accordance with the provisions of the Companies Act, 2013 and the
applicable rules and regulations.

As on March 31, 2025, the Company had the following Directors and KMPs.

Sr.

No.

Key Managerial Personnel & Directors

Designation

1

Ketan Harilal Mehta

Managing Director

2

Sarika Sumit Bhise

Executive Director

3

Dhirendra Popatfal Mehta

Non-executive Independent Directors

4

Atul Mohanlal Thakkar

Non-executive Independent Directors

5

Darshan Mukundray Sanghavi

Non-executive Independent Directors

6

Dharmendra Kanaiyalal Mehta

Non-executive Independent Directors

7

Dhruvi Rajendra Sanghvi

Non-executive Independent Directors

8

Pranali Shridhar Bhatade

Chief Financial Officer

9

Shriddha Gupta

Company Secretary

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have submitted the declaration of Independence as required under Section
149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of the SEBI (LODR)
Regulations, 2015.

ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL
STATEMENTS

The Company has an Internal Financial Control System commensurate with the size, scale and
complexity of its operations. Your Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks identified by the businesses and functions
are systematically addressed through mitigating action on continuing basis. The Internal Financial
Control System has been routinely tested and certified by Statutory as well as Internal Auditors.
Significant Audit observations and follow up actions thereon are reported to the Audit Committee.

POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a Director and such other matters as provided under
sub-section (3) of Section 178 of the Act, forms part of the Corporate Governance Report. Gist of this
policy is given in
ANNEXURE - V which forms part of this report and also available at the Company's
website at
www.ambaltd.com.

EVALUATION OF BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with rules issued thereunder and Regulation
17(10) of the Listing Regulations and guidance note issued by SEBI, the Independent Directors of the
Board carried out the annual evaluation of the performance of the Board as a whole, the Directors
individually as well as of various Committees of the Board. The performance evaluation of the
Independent Directors was carried out by the Nomination and Remuneration Committee and was noted
by the Board.

BOARD COMMITTEES:

Your Company has following Committees of Board, viz,

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

Details of all the Committees along with their composition, terms of reference and meetings held during
the year are provided in Corporate Governance Report which forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act with respect to
Directors' Responsibility Statement, your Directors hereby confirm that:

• in the preparation of the annual accounts for the financial year ended March 31, 2021, the
applicable accounting standards have been followed;

• they have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company at the end of the financial year and of the profit of the Company for that
period;

• they have taken proper and sufficient care towards 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 irregularities;

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

• they have laid down Internal Financial Controls, which are adequate and are operating
effectively;

• they have devised proper systems to ensure compliance with the provisions of all applicable
laws and such systems were adequate and operating effectively.

RISK MANAGEMENT AND INTERNAL CONTROLS

The Company has a well-defined risk management framework in place. The details of the risks faced by
the Company and the mitigation thereof are discussed in detail in the Management Discussion and
Analysis report that forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT

The Company's Corporate Governance Report for the year under review, forms part of this Annual
Report.

A certificate from the Statutory Auditors of the Company regarding the compliance with the conditions
of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2)
of regulation 46 and para-C and D of Schedule V of the Listing Regulations, is annexed to Corporate
Governance Report and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under regulation 34 read with Schedule V of the
Listing Regulations, forms part of this Annual Report.

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

The details relating to nature of activities which are being carried on by the Company, the particulars as
prescribed under Section 134(3)(m) of the Act read with Companies' (Accounts) Rules, 2014 regarding
Conservation of Energy and Technology Absorption, and research and development are as follows:

POWER & FUEL CONSUMPTION

Sr. No.

Particulars

2024-25

2023-24

1

Electricity units KW

13119

12310

2

Value in Rs.

1,67,923

2,15,660

CONSUMPTION PER UNIT OF PRODUCTION

Sr. No.

Particulars

2024-25

2023-24

1

Cost per unit (Rs.)

0.36

0.52

2

Consumption per ton of

363.05

522.31

Production (Rs.)

RESEARCH & DEVELOPMENT:

During the year the board of Director has not conducted any Research & Development activity.
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

Efforts are being made towards Technology adaption and innovation. The Company at present does
not have any formal technical collaboration.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Sr. No.

Particulars

2024-25

2023-24

1

Foreign Exchange Earnings

-

-

2

Foreign Exchange outgoings

-

-

LISTING OF SHARES OF THE COMPANY

The Equity Shares of your Company continue to remain listed on Bombay Stock Exchange Ltd. The
listing fees as applicable has been paid to the BSE Limited for the financial year 2025-26.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company has Vigil Mechanism and Whistle Blower Policy for Stakeholders of the Company to
report genuine concerns that could have serious impact on the operations and performance of the
business of the Company and also available on the Company's website at
www.ambaltd.com

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Complaint
Redressal Committee has been set up to redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy is
available on the Company's website www.ambaltd.com.

Constitution of POSH Committee:

Sr.

no

Post of

Committee

Member

Employee

Name

Designation

Mobile no.

Email ID

1

Presiding

officer

Sarika Bhise

Director

9167977384

sarika@ambaltd.com

2

Member

Ketan

Mehta

Managing

Director

9820785258

ketan@ambaltd.com

3

Member

Chhaya

Mehta

Marketing

Executive

9820534384

chhayaimpex@gmail.com

*Constituted w.e.f. July 2019.

The following is summary of sexual harassment complaints received and disposed off during the
calendar year:

No. of Complaints received

00

No. of Complaints disposed off

00

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Companies Act, 2013, Investor Education and Protection
Fund Authority (Accounting, Audit, transfer and Refund) Rules, 2016 ('IEPF Rules') read with the
relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for
a period of seven years from the due date is required to be transferred to the Investor Education and
Protection Fund ('IEPF Fund') constituted by the Central Government. Pursuant to the provisions of
IEPF Rules, all shares in respect of which dividend has not been paid or claimed by the members for
seven consecutive years or more shall also be

transferred to the designated demat account of the IEPF Authority ('IEPF Demat Account') within a
period of thirty days of such shares becoming due to be transferred to the IEPF Account.

In respect of Final Dividend for the financial year 2017-18 due for transfer to IEPF as on 27th November,
2025, before this the Company had sent individual notices and also advertised in the newspapers dated
05th June,2025 seeking action from the members who had not claimed their dividends for seven
consecutive years or more. Thereafter, the Company has transferred such unpaid or unclaimed
dividends and corresponding shares to IEPF. Members/ claimants whose shares or unclaimed dividend
had been transferred to the IEPF Demat Account or the | IEPF Fund, as the case may be, may claim the
shares or apply for a refund by making an application to the IEPF Authority in Form IEPF -5 (available
on http://www.iepf.gov.in).

The shareholders whose shares/dividends have been transferred to IEPF can claim the same from IEPF
in accordance with the prescribed procedure and on submission of such documents as prescribed under
the IEPF Rules. The process for claiming the unpaid shares/dividends out of IEPF can be accessed on
the IEPF website at www.iepf.gov.in and on the website of the Company at
www.ambaltd.com

DIVIDEND AND OTHER AMOUNTS TRANSFERRED/CREDITED TO IEPF AS ON 31st
MARCH,2025

The details of dividend and other unpaid/unclaimed amounts transferred to IEPF as on 31st March,2025.
Dividend and other unpaid/unclaimed amounts transferred to IEPF as on 31st March,2025.

Financial Year

Type of Amount

Date of Declaration

Amount
transferred to
IEPF (in Rs.)

Date of
transfer to
IEPF (in Rs.)

2015-16

Final Dividend

25/07/2016

2,30,057

14/09/2023

2016-17

Fractional Bonus
Amount

11/08/2016

729

12/10/2023

2016-17

Interim Dividend

22/03/2017

1,57,196

16/04/2024

Total

3,87,982

SHARES TRANSFERRED/CREDITED TO IEPF AS ON 31st MARCH,2025

During the year, the Company has transferred 8,15,314 equity shares of 5/- each to IEPF.

The shareholders whose shares/dividends have been transferred to IEPF can claim the same from IEPF
in accordance with the prescribed procedure and on submission of such documents as prescribed under
the IEPF Rules. The process for claiming the unpaid shares/dividends out of IEPF can be accessed on
the IEPF website at www.iepf.gov.in and on the website of the Company at
www.ambaltd.com

DATA PRIVACY, DATA PROTECTION, AND CYBERSECURITY

The Company is committed to upholding the highest standards of data privacy and protection. In light
of the increasing reliance on digital infrastructure, the Company has implemented comprehensive
cybersecurity and data protection policies, aligned with industry best practices and the evolving
regulatory framework, including provisions under the Information Technology Act, 2000, and
applicable data protection regulations.

Key initiatives undertaken during the year include:

• Deployment of end-to-end encryption and multi-layered security protocols for data storage and
transfer.

• Regular third-party cybersecurity audits and vulnerability assessments.

• Employee training programs on data protection and cybersecurity awareness.

• Strict access control mechanisms and implementation of role-based permissions.

• Data breach response protocols in accordance with the CERT-In guidelines.

The Company continues to invest in digital infrastructure to ensure robust protection of stakeholder
information and business continuity.

Maternity Benefit Affirmations

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women
employees received the required benefits, including paid leave, continued salary and service, and post¬
maternity support like nursing breaks and flexible work options.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT
1961 (Not applicable for small companies)

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women
employees received the required benefits, including paid leave, continued salary and service, and post¬
maternity support like nursing breaks and flexible work options.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTACY CODE 2016

During the financial year under review, there were NO application/s made or proceeding were pending
in the name of the company under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENTS

The Board thanks our customers, bankers, investors, shareholders, vendors and other stakeholders for
their continued support and patronage, extended to the Company and places on records its sincere
appreciation of the wholehearted contribution made by our employees, for the Company's consistent
growth and achievements.

For and on behalf of the Board of Directors

Ketan Mehta Sarika Bhise

Managing Director Director

DIN: 01238700 DIN: 06987209

Date: August 11,2025 Place: Pune