Your directors present the Thirty-Three Annual Report of the Company together with the auditedfinancial statements for the financial year ended March 31st, 2025.
The financial performance of the Company is as follows: (Amount in Rs.)
Particulars
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)
During the year under review, your Company has earned income of Rs 3,37,30,41,430 including otherincome 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
We recommend a final dividend at the rate of 15% of total equity share capital (i.e. Rs. 0.75 paise perequity 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 Companyincludes an item for confirmation of the said final Dividend.
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.
The Company has not accepted any deposits from the public and as such, no amount on account ofprincipal or interest on deposits from public was outstanding as at March 31, 2025.
The details of loans, guarantees, investments and security, as required under the provisions of section186 of the Act are provided in the note no. 5 & note No.6 forming part of the Financial Statements, whichforms part of this Annual Report.
During the year under review, there have been no material changes and commitments affecting thefinancial position of the Company.
During the year under review, there were no significant material orders passed by the Regulators orCourts or Tribunal which would impact the going concern status of the Company and its futureoperations.
Disclosure with respect to the remuneration of Directors and employees as required under Section 197of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Amendment Rules, 2016 is given in ANNEXURE - I
In accordance with the requirements of the section 135 of the Companies Act,2013, the Company has aCorporate Social Responsibility Committee, the terms of reference and other details of which areprovided in the corporate governance report. The CSR Policy has been framed and posted on the websiteof the company, www.ambaltd.com.
As required by Section 134(3)(o) of the Companies Act,2013 and rule 9 of the Companies (CorporateSocial Responsibility) Rules,2014. Annual Report on CSR activities is annexed as "Annexure-II" andforms integral part of this report.
In terms of Section 92(3) of the Companies Act,2013 and Rule 12 of the Companies (Management andAdministration) Rules,2014. The Annual Return of the Company is available on the website of theCompany at the weblink https://www.ambaltd.com/index.php/investor-relation/12-annual-return
(formerly known as M/s MASD & Co., prior to its restructuring), as the Statutory Auditors of theCompany for a second term of five (5) consecutive years in the 32nd Annual General Meeting of theCompany 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 beenwithdrawn consequent upon the changes made by the Companies (Amendment) Act, 2018 with effectfrom May 7, 2018. Your Company has received necessary certificate form M/s BILIMORIA MEHTAAND CO., Chartered Accountants confirming that they satisfy the criteria provided under section 141of the Companies Act, 2013 and are not disqualified from continuing as Statutory Auditors of theCompany. Further, the firm holds a valid Peer Review Certificate issued by the Institute of CharteredAccountants of India (ICAI).
The Auditors' Report on the audited standalone financial statements of the Company for the year ended31st March, 2025 issued by M/s BILIMORIA MEHTA AND CO., Chartered Accountants, StatutoryAuditors of the Company forms part of this Annual Report. The Auditors' Report does not contain anyqualifications, 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 underreview. Notes to the Financial Statements are self-explanatory and do not call for any further comments.
M/s. SARK & Associates, Practicing Company Secretary were appointed as Secretarial Auditor toconduct the secretarial audit of the Company for the financial year 2024-25, as required under section204 of the Act and Rules made thereunder.
The Secretarial Audit Report for the financial year 2024-25 is given as ANNEXURE III, which formspart of this Report.
The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
During the year under review, all transactions entered into by the Company with related parties werein the ordinary course of business and on an arm's length basis. Particulars of contracts or arrangementswith related parties as required under section 134(3)(h) of the Act, in the prescribed Form AOC-2 isgiven in ANNEXURE IV, which forms part of this Report.
Disclosure of transactions with related parties as required under Listing Regulations and the applicableAccounting Standards is given in the Note no. 39 forming part of the Financial Statements.
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 ofdirectors as on thedate of meeting
Attendance
Number ofdirectors attended
% ofattendance
1
03/05/2024
5
100
2
06/08/2024
3
07/11/2024
7
4
07/02/2025
During the year under review, based on the recommendation of Nomination and RemunerationCommittee, the Board as well as the Members of the Company had approved:
(a) The Appointment of Mr. Darshan Mukundray Sanghavi (DIN:10738166) and Mr. DharmendraKanaiyalal Mehta (DIN: 08596956) were appointed as a Non-Executive Independent Director ofthe Company for the period of 5(Five) Years w.e.f August 10th, 2024 and September 30th, 2024respectively.
(b) Ms. Pranali Shridhar Bhatade was appointed as a Chief Financial Officer with effect from 06thAugust, 2024.
These appointments were made in accordance with the provisions of the Companies Act, 2013 and theapplicable rules and regulations.
As on March 31, 2025, the Company had the following Directors and KMPs.
Sr.
No.
Key Managerial Personnel & Directors
Designation
Ketan Harilal Mehta
Managing Director
Sarika Sumit Bhise
Executive Director
Dhirendra Popatfal Mehta
Non-executive Independent Directors
Atul Mohanlal Thakkar
Darshan Mukundray Sanghavi
6
Dharmendra Kanaiyalal Mehta
Dhruvi Rajendra Sanghvi
8
Pranali Shridhar Bhatade
Chief Financial Officer
9
Shriddha Gupta
Company Secretary
All Independent Directors have submitted the declaration of Independence as required under Section149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid downunder Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of the SEBI (LODR)Regulations, 2015.
The Company has an Internal Financial Control System commensurate with the size, scale andcomplexity of its operations. Your Company has in place a mechanism to identify, assess, monitor andmitigate various risks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating action on continuing basis. The Internal FinancialControl 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.
The Company's policy on Directors' appointment and remuneration including criteria for determiningqualifications, positive attributes, independence of a Director and such other matters as provided undersub-section (3) of Section 178 of the Act, forms part of the Corporate Governance Report. Gist of thispolicy is given in ANNEXURE - V which forms part of this report and also available at the Company'swebsite at www.ambaltd.com.
Pursuant to the provisions of the Companies Act, 2013 read with rules issued thereunder and Regulation17(10) of the Listing Regulations and guidance note issued by SEBI, the Independent Directors of theBoard carried out the annual evaluation of the performance of the Board as a whole, the Directorsindividually as well as of various Committees of the Board. The performance evaluation of theIndependent Directors was carried out by the Nomination and Remuneration Committee and was notedby the Board.
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 duringthe year are provided in Corporate Governance Report which forms part of this Annual Report.
Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act with respect toDirectors' Responsibility Statement, your Directors hereby confirm that:
• in the preparation of the annual accounts for the financial year ended March 31, 2021, theapplicable accounting standards have been followed;
• they have selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company at the end of the financial year and of the profit of the Company for thatperiod;
• they have taken proper and sufficient care towards the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of the Companyand 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 operatingeffectively;
• they have devised proper systems to ensure compliance with the provisions of all applicablelaws and such systems were adequate and operating effectively.
The Company has a well-defined risk management framework in place. The details of the risks faced bythe Company and the mitigation thereof are discussed in detail in the Management Discussion andAnalysis report that forms part of the Annual Report.
The Company's Corporate Governance Report for the year under review, forms part of this AnnualReport.
A certificate from the Statutory Auditors of the Company regarding the compliance with the conditionsof 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 CorporateGovernance Report and forms part of this Report.
The Management Discussion and Analysis as required under regulation 34 read with Schedule V of theListing Regulations, forms part of this Annual Report.
The details relating to nature of activities which are being carried on by the Company, the particulars asprescribed under Section 134(3)(m) of the Act read with Companies' (Accounts) Rules, 2014 regardingConservation of Energy and Technology Absorption, and research and development are as follows:
Sr. No.
Electricity units KW
13119
12310
Value in Rs.
1,67,923
2,15,660
CONSUMPTION PER UNIT OF PRODUCTION
Cost per unit (Rs.)
0.36
0.52
Consumption per ton of
363.05
522.31
Production (Rs.)
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 doesnot have any formal technical collaboration.
Foreign Exchange Earnings
-
Foreign Exchange outgoings
The Equity Shares of your Company continue to remain listed on Bombay Stock Exchange Ltd. Thelisting fees as applicable has been paid to the BSE Limited for the financial year 2025-26.
The Company has Vigil Mechanism and Whistle Blower Policy for Stakeholders of the Company toreport genuine concerns that could have serious impact on the operations and performance of thebusiness of the Company and also available on the Company's website at www.ambaltd.com
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the SexualHarassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. ComplaintRedressal Committee has been set up to redress complaints received regarding sexual harassment. Allemployees (permanent, contractual, temporary, trainees) are covered under this policy. The policy isavailable on the Company's website www.ambaltd.com.
no
Post of
Committee
Member
Employee
Name
Mobile no.
Email ID
Presiding
officer
Sarika Bhise
Director
9167977384
sarika@ambaltd.com
Ketan
Mehta
Managing
9820785258
ketan@ambaltd.com
Chhaya
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 thecalendar year:
No. of Complaints received
00
No. of Complaints disposed off
Pursuant to the provisions of Section 124 of the Companies Act, 2013, Investor Education and ProtectionFund Authority (Accounting, Audit, transfer and Refund) Rules, 2016 ('IEPF Rules') read with therelevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed fora period of seven years from the due date is required to be transferred to the Investor Education andProtection Fund ('IEPF Fund') constituted by the Central Government. Pursuant to the provisions ofIEPF Rules, all shares in respect of which dividend has not been paid or claimed by the members forseven consecutive years or more shall also be
transferred to the designated demat account of the IEPF Authority ('IEPF Demat Account') within aperiod 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 dated05th June,2025 seeking action from the members who had not claimed their dividends for sevenconsecutive years or more. Thereafter, the Company has transferred such unpaid or unclaimeddividends and corresponding shares to IEPF. Members/ claimants whose shares or unclaimed dividendhad been transferred to the IEPF Demat Account or the | IEPF Fund, as the case may be, may claim theshares or apply for a refund by making an application to the IEPF Authority in Form IEPF -5 (availableon http://www.iepf.gov.in).
The shareholders whose shares/dividends have been transferred to IEPF can claim the same from IEPFin accordance with the prescribed procedure and on submission of such documents as prescribed underthe IEPF Rules. The process for claiming the unpaid shares/dividends out of IEPF can be accessed onthe IEPF website at www.iepf.gov.in and on the website of the Company at www.ambaltd.com
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.
Type of Amount
Date of Declaration
Amounttransferred toIEPF (in Rs.)
Date oftransfer toIEPF (in Rs.)
2015-16
Final Dividend
25/07/2016
2,30,057
14/09/2023
2016-17
Fractional BonusAmount
11/08/2016
729
12/10/2023
Interim Dividend
22/03/2017
1,57,196
16/04/2024
Total
3,87,982
During the year, the Company has transferred 8,15,314 equity shares of 5/- each to IEPF.
The Company is committed to upholding the highest standards of data privacy and protection. In lightof the increasing reliance on digital infrastructure, the Company has implemented comprehensivecybersecurity and data protection policies, aligned with industry best practices and the evolvingregulatory framework, including provisions under the Information Technology Act, 2000, andapplicable data protection regulations.
Key initiatives undertaken during the year include:
• Deployment of end-to-end encryption and multi-layered security protocols for data storage andtransfer.
• 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 stakeholderinformation and business continuity.
The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible womenemployees received the required benefits, including paid leave, continued salary and service, and post¬maternity support like nursing breaks and flexible work options.
During the financial year under review, there were NO application/s made or proceeding were pendingin the name of the company under the Insolvency and Bankruptcy Code, 2016.
The Board thanks our customers, bankers, investors, shareholders, vendors and other stakeholders fortheir continued support and patronage, extended to the Company and places on records its sincereappreciation of the wholehearted contribution made by our employees, for the Company's consistentgrowth and achievements.
Managing Director Director