Your Directors are pleased to present the 42^nd Annual Report together with
audited accounts for the Financial Year ended 31^st March 2025.

Results of our operations and state of affairs

The Financial Statements of the Company have been prepared in accordance
with the Indian Accounting Standards (IND AS) notified under section 133 of the
Companies Act, 2013 (“the Act”), read with Rule 7 of the (Companies Accounts)
Rules, 2014. The financial performance of the Company for the financial year
ended 31^st March, 2025 is summarized below:

Operations & Business

During the year under review your Company registered total revenue of Rs
27646.47 lakhs as compared to previous year’s revenue of Rs. 27774.05 lakhs
which slightly is sllower than previous year.

There is a profit of Rs 101.31 Lakhs in the year 2024-25 as compared to Net
Loss of Rs. 168.3 Lakhs compared to Last Year i.e. 2023-24.

Real Estate Business

The company through its related company, AMD Estates & Developers Private
Limited is developing a Commercial Complex at Sector-114, Gurgaon, Haryana
in collaboration with VSR Infratech Private Limited, New Delhi. The said project
is almost complete. Some of the units have already been handed over/sold to
the Customers and is offering its units to sale for customers. During the year
under review, the company has received revenue of Rs. 222.00 Lakhs from this
project.

Expansion

The company is exploring opportunities to expand its business in other
geographies of the country and outside.

Dividend

Due to constraint of profits in the reporting year, there is no recommendation of
Dividend.

Unpaid / Unclaimed Dividend

Section 124 of the Companies Act, 2013, read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016

(“the Rules”), as amended, mandates that companies transfer dividend that
has remained unclaimed / un-encashed for a period of seven years from the
unpaid dividend account to the Investor Education and Protection Fund (IEPF).

Further, the Rules mandate that the shares on which dividend has not been
claimed/ encashed for seven consecutive years or more be transferred to the
IEPF.

Your company is in compliance with the provisions of Investor Education and
Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor
Education and Protection Fund (Awareness and Protection of Investors) Rules,
2001.

Deposits:

We have not accepted any fixed deposits, including from the public, and, as
such, no amount of principal or interest was outstanding as of the Balance Sheet
date.

Board, Directors and Key Managerial Personnel

Your Company’s Board has an optimum combination of Executive, Non-executive
and Independent Directors with one women Director, as per the requirements
of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘SEBI Listing Regulations’).

Board of Directors:

Mr. Ashok Gupta - Chairman
Mr. Adit Gupta - Managing Director
Mr. Atul Gupta - Independent Director
Ms. Shubha Singh -Non-Executive Director
Mr. Tilak Raj - Independent Director
Mr. Kamal Kumar - Independent Director

In the opinion of Board, the Independent Director appointed during the year
have skill expertise and Integrity as per the requirements of the Companies Act,
2013 & SEBI (LODR) Regulation , 2015.

Number of Meetings of the Board of Directors

During the year, Four Board Meetings were held, details of which are provided
in the Corporate Governance Report. The intervening gap between the Meetings
was in compliance with the requirements of the Companies Act, 2013 and SEBI
Listing Regulations.

Details of attendance of meetings of the Board, its Committees and the Annual
General Meeting are included in the Report on Corporate Governance, which
forms part of this Annual Report.

Mr. Tilak Sethi’s first term as an Independent Director expired on 06.08.2025.
However, his re-appointment as an Independent Director was duly approved by
the shareholders through a Special Resolution passed at the Annual General
Meeting held on 30.09.2024, in accordance with Section 149 of the Companies
Act, 2013 and regulation 17 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Committees

Currently, the Board has five Committees: the Audit Committee, the CSR
Committee, the Nomination and Remuneration Committee, the Management
Committee, the Stakeholder Relationship Committee. A detailed note on the
composition of the Board and its Committees is provided in the Corporate
Governance Report section of this Annual Report.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors,
to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the year ended March 31^st,
2025, the applicable accounting standards have been followed and there
are no material departures from the same;

b) the directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31^st, 2025 and of the profit of the Company for the
year ended on that date;

c) the directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a ‘Going Concern’
basis;

e) the directors have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
are operating effectively; and

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

Declaration by Independent Directors

The Company has received necessary declarations from each of the Independent
Directors under section 149 (7) of the Companies Act, 2013 that he/she meets
the criteria of the independence as laid down in section 149(6) of the Companies
Act, 2013 and Clause 49 and Regulation 16(1) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Board took on record the declaration and confirmation submitted by the
independent directors regarding them meeting the prescribed criteria of
independence, after undertaking due assessment of the veracity of the same in
terms of the requirements of regulation 25 of the SEBI Listing Regulations.

The details of programs for familiarization of Independent Directors with the
Company, their roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, business model of the Company and
related matters are put up on the website

https://www.amdindustries.com

Policy on directors' appointment and remuneration

The Board has constituted a Nomination & Remuneration Committee for
formulating the criteria for determining qualifications, positive attributes and
independence of a director, identify persons who are qualified to become Director
and persons who may be appointed in Key Managerial and Senior Management
positions in accordance with the criteria laid down in Nomination & Remuneration
policy and to recommend to the Board, appointment and removal of Director,
KMP and Senior Management Personnel. The objective of the Nomination &
Remuneration Policy is also to set out the principles governing the Company’s
Remuneration systems in organizational guidelines.

The salient features of the policy on directors’ appointment and remuneration
forms a part of the ‘Corporate Governance Report’. The said policy is placed on
the Company’s website.

http://amdindustries.com/AMD%20%20Remuneration%20Policy. pdfpolicy.pdf
Board Evaluation

The Company has adopted a Performance Evaluation Policy for evaluation of
performance of Independent Directors, Board, Committees and other individual
Directors (non-executive directors and executive directors). On the basis of this
Policy a process of evaluation is being followed by the Board for evaluation of
its own performance and that of its Committees and individual Directors.

The performance of the Board was evaluated by the Board after seeking inputs
from all the directors on the basis of a questionnaire on board governance and
performance issues. Individual directors met with the Chairman of the Company
to discuss their responses.

The performance of the committees was evaluated by the Board after getting
an evaluation report from the members of each committee which evaluates the
performance of the Committee against its stated objectives and responsibilities,
effectiveness of committee meetings, etc. during the year.

The Board 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, committed to the
Company’s values, beliefs and ethics etc. In addition, the Chairman was also
evaluated on the key aspects of his role.

Auditors and Auditors' Report
Statutory Auditors

Pursuant to the provision of section 139 of Companies Act, 2013, M/s K.N.
Gutgutia & Co., Chartered Accountants, New Delhi are the Statutory Auditors of
the Company.

The Statutory Auditor has issued Audit Reports with unmodified opinion on the
Standalone and Consolidated Financial Statements of the Company for the year
ended 31st March, 2025. The Notes on the Financials Statement referred to in
the Audit Report are self-explanatory and therefore, do not call for any further

explanation or comments from the Board under Section 134(3) (f) of the
Companies Act, 2013.

During the year under review, the statutory auditors have not reported to the
Audit Committee under section 143(12) of the Companies Act, 2013, any instance
of fraud committed against the Company by its officers of employees, the details
of which would need to be mentioned in the Board Report.

Secretarial Auditor

The Board appointed M/s AGG & Associates, Practicing Company Secretary, to
conduct secretarial audit for the financial year 2024-25. The secretarial audit
report for the financial year ended March 31,2025 is annexed herewith marked
as Annexure-1 to this report.

Additionally, in line with SEBI Circular dated February 8, 2019, an Annual
Secretarial Compliance Report confirming compliance with all applicable SEBI
Regulations, Circulars and Guidelines by the Company was issued by the
Secretarial Auditors and filed with the Stock Exchanges.

Associate/ Joint Venture/ Subsidiary Companies

The company has no associate/ joint venture and subsidiary companies during
the financial year under review.

The policy for determining material subsidiaries as approved by the Board may
be accessed on the Company’s website

https://www.amdindustries.com/Policy%20on%20Material%20Subsidiary.pdf
Corporate Governance

Corporate Governance is about maximizing shareholder value legally, ethically
and sustainably. At AMD, the goal of corporate governance is to ensure fairness
for every stakeholder. We believe sound corporate governance is critical to
enhance and retain investor trust. We always seek to ensure that our
performance is driven by integrity. Our Board exercises its fiduciary
responsibilities in the widest sense of term. We also endeavor to enhance long¬
term shareholder value and respect minority rights in all our business decisions.

Our Corporate Governance Report for Fiscal 2025 forms part of this Annual
Report.

Corporate Social Responsibility (CSR)

The provisions of Section 135 Companies Act 2013, is not applicable for the
reporting year.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference
to financial statements. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were observed.

Particulars of Loans given, Investments made, Guarantees given and
Securities provided

Particulars of loans given, investments made, guarantees given and securities
provided along with the purpose for which the loan or guarantee or security is
proposed to be utilized by the recipient are provided in the financial statements.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the
financial year under review with related parties were in the ordinary course of
business and at arm’s length basis. During the year, the Company had not
entered into any contract / arrangement / transaction with related parties which
could be considered material in accordance with the policy of the Company on
materiality of related party transactions.

The Company has a Policy on materiality of and dealing with Related Party
Transactions, as approved by the Board, which is available at Company’s
website.

https://www.amdindustries.com/Policy%20on%20Related%20Party%20Transactions.pdf
Material changes and commitments

Barring the adverse financial impact arising out of the COVID-19 pandemic,
there were no other material changes and commitments that occurred
subsequent to the end of the financial year till the date of this report, which
affects the financial position of the Company.

Circulation of Annual Reports in electronic form

The Annual Report of the Company for FY 2024-25 is being sent only by email
to the members, and all other persons/entities entitled to receive the same.

This Annual Report, along with other documents, is also available on the
Company’s website (www.amdindustries.com) Circulation of Annual Reports in
electronic form. Ministry of Corporate Affairs (MCA) has also exempted
companies from circulation of physical copies of Annual Report for FY 2024-25.

Accordingly, the Annual Report of the Company for FY 2024-25 is being sent
only by email to the members, and all other persons/entities entitled to receive
the same. This Annual Report, along with other documents, is also available on
the Company’s website

https://www.amdindustries.com/ar.html

Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under the Act, are
provided in Annexure-2 to this Report.

Vigil Mechanism/Whistle Blower policy

The Vigil Mechanism/Whistle Blower Policy of the Company aims to provide an
avenue for directors and employees to raise concerns of any violations of legal
or regulatory requirements, incorrect or misrepresentation of any financial
statements and reports, unethical behavior, violation of Code of Conduct, etc.
This policy also aims to create an environment where individuals feel free and
secure to raise the alarm where they see a problem. It also ensures that
whistleblowers are protected from retribution, whether within or outside the
organization.

The Policy on vigil mechanism/whistle blower policy may be accessed on the
Company’s website at:

https://www.amdindustries.com/Whistle%20Blower%20Policy%20-

%20Vigil%20Mechanism.pdf

Particulars of Employees and related disclosures

Particulars of Employees and related disclosures in terms of the provisions of
Section 197 (12) of the Act read with Rules 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, are annexed herewith
as Annexure-3 to this Report.

Risk Management

Risk is an integral and unavoidable component of business and your company
is committed to managing the risk in a proactive and effective manner. In today’s
challenging and competitive environment, strategies for mitigating inherent risks
in accomplishing the growth plans of the Company are imperative. The common
risks inter alia are: Regulations, competition, Business risk, Technology
obsolescence, Investments, retention of talent and expansion of facilities.
Business risk, inter-alia, further includes financial risk, political risk, and legal
risk.

Your Company adopts systematic approach to mitigate risks associated with
accomplishment of objectives, operations, revenues and regulations. During
the year, your company has adopted a Risk Management Policy. Our risk
management policy focuses on three key elements, 1) Risk Assessment; (2)
Risk Management; and (3) Risk Monitoring. Risk Assessment consists of a
detailed study of threats and vulnerability and resultant exposure to various
risks. Risk Management and Risk Monitoring are important in recognizing and
controlling risks. Risk mitigation is an exercise aiming to reduce the loss or
injury arising out of various risk exposures.

The Audit Committee of the Company reviews the Risk Management Policy
and its implementation.

Annual Return

Annual Return of the Company in Form MGT-7, in accordance with Section
92(3) of the Companies Act, 2013 read with the Companies (Management and
Administration) Rules, 2014, is available on Company’s website
www.amdindustries.com.

Disclosures

Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year
under review:

1. The financial results/statement of the Company is placed on the website
(www.amdindustries.com) of the company.

2. Issue of equity shares with differential rights as to dividend, voting or
otherwise.

3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its related
company.

5. No 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.

6. There is no change in the nature of business.

7. The company does not come under the purview of the Cost Audit.

Secretarial standards of ICSI

The Company has complied with the requirements prescribed under the
Secretarial Standards on Meetings of the Board of Directors (SS-1) and General
Meetings (SS-2).

Sexual Harassment Policy

All the Company’s units maintain 100% compliance with local and national laws,
regarding ethics and human rights. AMD has formed Internal Complaints
Committees at all of its operational locations where employees can register
their complaints against sexual harassment. This is supported by the Anti-Sexual
Harassment Policy which ensures a free and fair enquiry process with clear
timelines for resolution. All employees are sensitized on these topics through
structured training programs. No cases of child labour, forced labour, involuntary
labour, sexual harassment and discriminatory employment were reported during
the period.

Maternity Policy

The company has complied with the provisions specified under Maternity Benefit
Act 1961 and has ensured that leave benefits, workplace facilities and related
provisions are duly followed.

Green Initiative

As in the previous years, this year too, Notice of 42^nd Annual General Meeting of
the Company and Annual Report of the Company for the financial year 2024-25
are sent to all members whose e-mail addresses are registered with the
Company/Depository Participant(s). For members who have not registered their
e- mail addresses, requested to register their e-mail ids. The same is available
on the website (www.amdindustries.com) of the Company as well as of Stock
Exchanges.

Other Initiative

Company has invested in Solar Solutions and has been constantly locking to
reduce its dependency on Traditional modes.

Other disclosures and affirmations

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.

Acknowledgement

Your Directors take this opportunity to express their sincere appreciation of the
cooperation and support of our customers, business associates and bankers
for their continued support during the financial year.

Your Directors wish to convey our deep appreciation to the dealers of the
Company for their achievements in the area of sales and service, and to suppliers/
vendors for their valuable support.

Your Directors also place on record our sincere appreciation for the enthusiasm
and commitment of Company’s employees for the growth of the Company and
look forward to their continued involvement and support.

On behalf of the Board of Directors
Sd/-

Ashok Gupta

Place: New Delhi Chairman

Date: 14-08-2025 (DIN- 00031630)