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

FINANCIAL HIGHLIGHTS

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

PERFORMANCE OVERVIEW

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

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

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

CHANGE IN NATURE OF BUSINESS

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

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

SUBSIDIARY COMPANY, JOIN VENTURES AND ASSOCIATES COMPANY

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

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

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

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

PUBLIC DEPOSITS

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

EXTRACT OF ANNUAL RETURN

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

INTERNAL FINANCIAL CONTROL

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

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

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

RISK MANAGEMENT

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

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

CAPITAL EXPENDITURE

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

SHARECAPITAL

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

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

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

DIRECTOR AND KEY MANAGERIALPERSONNEL
DIRECTORS

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

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

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

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

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

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

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

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

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

KEY MANAGERIAL PERSONNEL

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

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

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

• Mr. Umesh Kumar Agarwal - Managing Director

• Mr. Atish Kumar Roy - Chief Financial Officer

• Mrs. Konika Poddar - Company Secretary

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

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

MEETING OF THE INDEPENDENT DIRECTORS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

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

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

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

MEETING OF THE BOARD OF DIRECTORS

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

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

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

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

Notes:

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

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

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

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

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

COMMITTEES OF THE BOARD

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

A. AUDIT COMMITTEE

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

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

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

Notes:

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

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

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

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

B. NOMINATION AND REMUNERATION COMMITTEE

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

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

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

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

Notes:

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

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

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

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

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

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

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

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

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

Notes:

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

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

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

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

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTESAND INDEPENDENCE OF A DIRECTOR

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

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

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

PARTICULARS OF EMPLOYEES

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

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

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

CORPORATE GOVERNANCE

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

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

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

AUDITORS & AUDIT REPORTS
Statutory Auditors and Auditor's Report

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

Secretarial Auditors and Secretarial Audit Report

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

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

Cost Auditors and Cost Audit Report

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

REPORTING OF FRAUDS BY AUDITORS

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

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING

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

CONSERVATION OF ENERGY

The steps taken or impact on conservation of energy:

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

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

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

The capital investment on energy conservation equipments;

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

TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Outgo:

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

Foreign Exchange Earning:

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

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

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

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

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

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

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

GENERAL DISCLOSURES

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

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

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

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

Place: Kolkata Umesh Kumar Agarwal

Date: 23^rd May, 2025 Managing Director

(DIN:00210217)

1

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