Amber Enterprises India Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors take immense pleasure in presenting the 35^th ANNUAL REPORT of the Amber Enterprises India Limited (“the Company") along with the Audited (Standalone & Consolidated) Financial Statements for the Financial Year ended 31^st March 2025. The consolidated performance of the Company and its subsidiaries have been referred to wherever required.

FINANCIAL SUMMARY / PERFORMANCE OF THE COMPANY (STANDALONE & CONSOLIDATED)

The standalone and consolidated financial highlights of your Company are as under:

(Amount in Lakh)
Â	Standalone		Consolidated
Â	for the Financial Year ended		for the Financial Year ended
Â	31st March	31st March	31st March	31st March
Â	2025 (?)	2024 (?)	2025 (?)	2024 (?)
Revenue from operations	6,74,396.58	4,57,363.26	9,97,301.57	6,72,926.89
Other Income	8,180.96	5,820.58	7,356.69	5,530.79
Total Income from operations	6,82,577.54	4,63,183.84	10,04,658.26	6,78,457.68
Profit/Loss Before Depreciation, Finance Costs, Exceptional items and Tax Expenses	51,081.89	33,483.58	83,697.71	54,718.97
Less: Depreciation/ Amortisation/ Impairment	14,830.78	13,557.03	22,830.78	18,652.89
Profit/Loss Before Finance Costs, Exceptional items and Tax Expenses	36,251.11	19,926.55	60,866.93	36,066.08
Less: Financial Costs	16,650.75	13,667.96	20,872.78	16,698.44
Profit/Loss Before Exceptional items and Tax Expenses	19,600.36	6,258.59	39,994.15	19,367.64
Share of (loss) of a joint venture and tax	-	-	(2997.78)	(234.46)
Add/(less): Exceptional items	-	-	-	-
Profit Before Tax (PBT)	19,600.36	6,258.59	36,996.37	19,133.18
Less: Taxes (current & deferred)	Â	Â	Â	Â
Current Tax	5,110.44	1,265.60	9,897.99	4,658.88
Adjustment of tax relating to earlier periods	(60.2)	(59.76)	(25.65)	(59.76)
Deferred Tax charge	1,018.62	504.80	2008.89	587.37
Profit After Tax (PAT)	13,531.50	4,547.95	25,115.14	13,946.69
Profit/Loss for the year	13,531.50	4,547.95	25,115.14	13,946.69
Total Comprehensive Income/ Loss, net of Tax	13,618.11	4,368.33	25,176.67	13,756.84
Earnings Per Equity Share (?)	Â	Â	Â	Â
Basic	40.01	13.50	72.01	39.44
Diluted	39.83	13.48	71.67	39.41

INDUSTRY OVERVIEW

Driven by rising temperatures, rapid urbanization, and higher disposable incomes, the residential air conditioning (AC) market in India saw significant growth in FY 2024-25. In line with this trend, your Company delivered a strong performance.

During the year, the Company successfully launched new products in both the Room Air Conditioner (RAC) and Commercial Air Conditioner (CAC) segments, while also increasing wallet share among existing customers through competitive and value-driven offerings.

FINANCIAL HIGHLIGHTS STANDALONE LEVEL

During the Financial Year 2024-25, your Company clocked total revenue from operations of ' 6,74,396.58 Lakh as compared to

' 4,57,363.26 Lakh in the Financial Year 2023-24 at Standalone level.

The profit after tax (“PAT") of the Company for the Financial Year 2024-25 was ' 13,531.50 Lakh as compared to ' 4,547.95 Lakh in the Financial Year 2023-24.

CONSOLIDATED LEVEL

During Financial Year 2024-25, your Company clocked total revenue from operations of ' 9,97,301.57 Lakh, as compared to ' 6,72,926.89 Lakh in the Financial Year 2023-24 at Consolidated level.

The profit after tax (“PAT") for the Financial Year 2024-25 was ' 25,115.14 Lakh as compared to ' 13,946.69 Lakh in the Financial Year 2023-24.

On consolidated basis, the capital expenditure on tangible assets, including rights of use of assets was made of ' 45,746.14 Lakh.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the Financial Year 2024-25, are prepared in compliance with applicable provisions of the Companies Act, 2013 (“the Act"), read with Companies (Accounts) Rules, 2014 Indian Accounting Standards (“Ind AS") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“SEBI LODR Regulations"). The audited consolidated financial statements for the Financial Year ended 31^st March 2025 forms part of this Annual Report.

CREDIT RATING

There has been no change in the credit ratings of the Company during the reporting period. The most recent ratings assigned by CRISIL Limited and ICRA Limited are as follows:

CRISIL Limited Ratine Action

 

Total Bank Loan Facilities Rated		' 3,252 Crore (Enhanced from ' 2,285 Crore)
Long term rating		CRISIL AA-/Stable (Reaffirmed)
Short term rating		CRISIL A1 + (Reaffirmed)
ICRA LIMITED Rating Action
Instrument	Previous Rated Amount (' Crore)		Current Rated Amount (' Crore)	Rating Outstanding
Long-term/short-term - Fund based/ non-fund based - Working capital	665.00		665.00	[ICRA]AA-(Stable) / [ICRA]A1 +
Long Term -Fund Based Term Loan	0.00		100.00	[ICRA]AA- (Stable)
Long-Term/short-term-unallocated limits	100.00		0.00	-
Total	765.00		765.00	-

 

Total Bank Loan Facilities Rated	' 320 Crore (Enhanced from ' 135 Crore)
Long Term Rating	CRISIL A+/ Stable (Reaffirmed)
Short Term Rating	CRISIL A1 (Reaffirmed)

 

These ratings reflect the Company's strong financial health, sound risk management practices, and consistent operational performance.

It is important to note that while the credit ratings remain unchanged, the bank limits are subject to periodic revisions based on business requirements and banking arrangements.

CREDIT RATING OF MATERIAL SUBSIDIARIES

Sidwal Refrigeration Industries Private Limited ("Sidwal")

There has been no change in credit ratings of Sidwal, the last credit ratings given by CRISIL Limited and Care Limited are mentioned herein below :

CRISIL Limited Rating Action
Total Bank Loan Facilities Rated		' 245 Crore (Enhanced from ' 109 Crore)
Long Term Rating		CRISIL AA-/Stable (Reaffirmed)
CARE Limited
Facilities/ Instruments	Amount in ' Crore		Rating	Rating Action
Long -term bank facilities	' 50 (Enhanced from ' 13.00)		Care AA-; Stable	Upgraded from Care A+; Stable
Long -term/ Short-term bank facilities	' 25.00 (Reduced from ' 40.00)		Care AA-; Stable/Care A1 +	LT rating upgraded from CARE A+; Stable and ST rating reaffirmed

Further, during the Financial Year, the highest rating assigned to Sidwal was AA-, as rated by CRISIL, and the same rating was also assigned by CARE Ratings, reaffirming the Company's strong financial and operational fundamentals.

Although there has been no change in the ratings during the Financial Year, the Company has included this disclosure in the Annual Report as a matter of good governance and transparency, and to ensure alignment with the spirit of Regulation 30 of the SEBI LODR Regulations.

It is important to note that the bank limits are subject to periodic revisions based on business requirements and banking arrangements.

ILJIN Electronics (India) Private Limited ("ILJIN")

There has been no change in credit ratings of ILJIN, the last credit ratings given by CRISIL Limited are mentioned herein below : CRISIL Limited Rating Action

It is important to note that while the credit ratings remain unchanged, the bank limits are subject to periodic revisions based on business requirements and banking arrangements.

Ascent, a subsidiary of ILJIN, which in turn is a material subsidiary of your Company, is not currently rated by any recognised credit rating agency.

As of the date of this disclosure, Ascent has not obtained a formal credit rating, and there is no regulatory requirement mandating such a rating for the purpose of public disclosure. Accordingly, the Company is not required to disclose any credit rating information in respect of Ascent at this time. Your Company remains committed to ensuring full compliance with all applicable disclosure norms and will continue to monitor the status of its subsidiaries. Any material developments, including the assignment of credit ratings in the future, will be disclosed in a timely and transparent manner.

*Ascent, has met the prescribed net worth criteria as per the applicable provisions of the SEBI LODR Regulations. In accordance with these provisions, Ascent is considered as a material subsidiary of your Company, effective from the Financial Year2025-26. This classification will be duly reflected in the Company's disclosures and governance practices, in compliance with the regulatory framework.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the Financial Year 2024-25 under review, there was no change in the nature of business of the Company.

CHANGE IN SHARE CAPITAL STRUCTURE

During the Financial Year under review, there has been no change in the Authorised Share Capital of your Company. Further, the Company has granted stock options to the employees of the Company and its subsidiaries under Amber Enterprises India Limited - Employee Stock Option Plan 2017 (”ESOP 2017").

Subsequently, in response to exercise requests periodically submitted by eligible employees of the Company and its subsidiaries, equity shares were allotted as follows :

Date of Allotment	No. of Shares Allotted
12th July 2024	45,600
28th August 2024	14,575
18th September 2024	8,600
18th October 2024	13,800
28th November 2024	47,200
Total	1,29,775

The Paid - up Share Capital of the Company was increased from ' 33,69,37,310 (Rupees Thirty Three Crore Sixty Nine Lakh Thirty Seven Thousand Three Hundred and Ten Only) divided into 3,36,93,731 (Three Crore Thirty Six Lakh Ninety

Three Thousand Seven Hundred Thirty One) equity shares of ' 10 (Rupees Ten Only) each to ' 33,82,35,060 (Rupees Thirty Three Crore Eighty Two Lakh Thirty Five Thousand and Sixty Only) divided into 3,38,23,506 (Three Crore Thirty Eight Lakh Twenty Three Thousand Five Hundred and Six) equity shares of ' 10 (Rupees Ten Only) each.

Hence, the Authorised Share Capital of the Company is ' 45,00,00,000 (Rupees Forty Five Crore Only) divided into

4,50,00,000 (Four Crore Fifty Lakh) equity shares of ' 10 (Rupees Ten Only) each.

The issued and paid-up share capital of the Company as on 31^st March 2025, was ' 33,82,35,060 (Rupees Thirty Three Crore Eighty Two Lakh Thirty Five Thousand and Sixty Only) divided into 3,38,23,506 (Three Crore Thirty Eight Lakh Twenty Three Thousand Five Hundred and Six) equity shares of ' 10 (Rupees Ten Only) each.

The Company has only one class of equity shares with a face value of ' 10 (Rupees Ten Only) each, ranking pari passu.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The Board of Directors has not recommended any dividend for the Financial Year 2024-25. This decision has been made after careful consideration of the Company's strategic priorities and long term growth objectives. During the Financial Year, the Company undertook significant capital expenditure and strategic acquisitions and collaborations aimed at expanding its operational capabilities, enhancing its technological infrastructure, and diversifying its product portfolio.

The Board believes that retained earnings to fund these initiatives is essential to ensure financial flexibility, maintain a strong balance sheet, and support sustainable value creation for all stakeholders.

The Board remains committed to enhancing shareholder value and will continue to evaluate the Company's financial

performance and capital requirements to determine payment of appropriate dividend in the future.

The Board of Directors of your Company had approved and adopted the Dividend Distribution Policy containing all the necessary details as required by the SEBI LODR Regulations. The Dividend, if any shall be payable in accordance with the Dividend Distribution Policy, which is available on the website of your Company at https:/www.ir.ambergroupindia.com/wp-content/uploads/2025/06/Dividend-Distribution-Policv.pdf. There has been no change in the said policy during the Financial Year under review.

MANUFACTURING FOOTPRINT AND CAPACITY OPTIMIZATION, NEW PROJECTS & STRATEGIC ALLIANCESA. MANUFACTURING FOOTPRINT AND CAPACITYOPTIMIZATION

In line with the Company's long-term vision for capacity expansion, geographic diversification, and improved operational efficiency, the Company during the Financial Year 2024 -25 undertook multiple facility expansion.

The prospective facilities are currently at various stages of construction, infrastructure development, and regulatory compliance. As of the reporting date, commercial operations have not yet commenced at any of these facilities. The Company is actively undertaking site preparation, equipment installation, and workforce planning to ensure a smooth transition to operational readiness in the forthcoming Financial Year.

The details of prospects facilities are mentioned herein below :

1.    Ascent - Hosur, Tamil Nadu

•    Location: Plot No. 8, ELCOSEZ, Viswanthapuram, Hosur, Krishnagiri - 635109

•    Status:    Under    construction; infrastructure

development underway

•    Strategic Importance: Positioned outside SEZ, this unit will serve as a key hub for PCB manufacturing

•    Planned Product Line: Automotive, Industrial, Telecommunication, Consumer Electronics, Aerospace & Defence

2.    ILJIN - Pune, Maharashtra

•    Location: Gate No. 160-2 and 164-2, Pimple Jagtap Road, Bhima Koregaon, Tal. Shirur - 412216

•    Status: Construction in progress

•    Strategic Importance: Located in Pune's industrial belt to support electronics manufacturing

•    Planned Product Line: PCBA Assembly, Home Appliances (RAC, CAC, Refrigerator, Washing Machine, TV ), Automobiles, Industrial Electronics Telecom

3.    Yujin - Faridabad, Haryana

•    Location: Plot No. 621, Sector 69, IMT Faridabad

•    Status: Plant Set up in process

•    Strategic Importance: Enhances presence in Indian Rolling stock market with diversified products

•    Planned Product Line: Couplers, Pantographs, Brakes and Driving Gear

4.    Sidwal - Faridabad, Haryana

•    Location: Plot No. 925, Sector 68, IMT Faridabad

•    Status: Infrastructure planning in process

•    Strategic Importance: To increase production capacity of existing product line up and add production facility of new sub system Like: Doors, Gangways, Anti Climber and Wiring Harness & Metal tubing for Aerospace and Defence.

•    Planned Product Line: HVAC, Pantries, Doors, Gangway and Anti Climbers.

As part of a strategic Joint Venture, the Company has partnered with the LCGC Resolute Group of Hyderabad to acquire and form joint venture namely Amber Resojet Private Limited, (Formerly known as Resojet Private Limited). This joint venture represents an addition to the Company's manufacturing footprint, with the newly added unit in Hyderabad now forming part of its factory portfolio.

5. Amber Resojet - Hyderabad, Telangana (New Joint Venture)

•    Location: Sy No. 74 & 75, EMC E City, Raviryal Village, Maheshwaram Mandal, Kandukur, K.V. Rangareddy -501359

•    Status: Acquired through strategic joint venture with LCGC Resolute Group

•    Strategic Importance: Expands manufacturing footprint and leverages regional expertise

•    Product Line: Fully automatic washing machines (ODM and JDM models)

The collaboration leverages the technical expertise and regional presence of both partners, aiming to cater to the growing demand for high-quality washing machines in domestic and international markets.

Note: A land parcel measuring 10 acres has been acquired at Plot No. 77, Sector Ecotech 1, Extension 1, Greater Noida, Gautam Buddha Nagar - 201310. However, the construction activities on the site will be streamlined and aligned with the Company's upcoming expansion plans, ensuring optimal utilization of resources and infrastructure in line with future business requirements.

These developments and expansion reflect the Company's proactive approach to scale operations and invest in future-ready infrastructure. The commencement of operations across these units is expected to significantly enhance production capacity, reduce lead times, and support innovation across product categories. Further, this expansion also reflects our commitment to meeting growing market demand and improving operational efficiency.

Unit Closures

As part of our ongoing efforts to optimise operations and align with strategic business objectives, the following manufacturing facilities were formally closed during the Financial Year:

•    Kadi Plant: Operations at the Kadi Plant were discontinued with effect from 30^th October 2024.

•    Ecotech Unit: Operations at the Ecotech Unit were discontinued with effect from 30^th November 2024.

These closures were executed following a comprehensive review of operational efficiency, market dynamics, and long-term sustainability goals. All regulatory and compliance requirements associated with the closures were duly fulfilled. The Company remains committed to ensuring a smooth transition for all stakeholders impacted by these changes.

Further, the closure of above unit does not meet the criteria of materiality as specified under Regulation 30 of the SEBI LODR Regulations, read with Schedule III, Part B. Accordingly, no disclosure requirement arises under the said regulation in respect of this.

As a result, while the total manufacturing capacity has increased, the number of operational factory units at the Group level remains unchanged at 30.

•    STRATEGIC ALLIANCES (tj)JOINT VENTURE

Amber Resojet Private Limited (Formerly known as Resojet Private Limited)

In context of definitive agreement executed on 21^st March 2024 between Amber Resojet Private Limited (“Amber Resojet") - A part of LCGC Resolute Group (A Radiant Group Company), based out of Hyderabad, LCGC Resolute Appliances LLP and the Company, for acquiring 50% stake in Amber Resojet, to carry on the business of manufacturing of fully automatic top loading and frontloading washing machine(s) and its components, for strengthening its consumer durable vertical, the Company acquired 50% stake through primary investment in equity share capital of Amber Resojet on 04^th May 2024 to restructure and form a joint venture with LCGC Resolute Group, at a cost consideration of ' 35,00,00,000 (Rupees Thirty Five Crore Only).

Pursuant to the said acquisition Amber Resojet became a Joint Venture Company of the Company with effect from 04^th May 2024.

Yujin Machinery India Private Limited ("Yujin India")

AT Railway Sub Systems Private Limited (“AT Railway"), a wholly owned subsidiary of Sidwal, which is a material subsidiary of the Company, has entered into a strategic partnership with Yujin Machinery Ltd., a leading South Korea-based company.

As part of this collaboration, a Joint Venture Company named “Yujin Machinery India Private Limited" was incorporated in

India on 20^th August 2024. The objective of this joint venture is to manufacture a comprehensive range of high-quality components for rolling stock, including driving gears, couplers, pantographs, and brakes.

This initiative aligns with the Company's focus on expanding its presence in the railway subsystem market and leveraging global partnerships to enhance product capabilities and competitiveness in the mobility sector.

Ascent-K Circuit Private Limited ("Ascent-K")

A Joint Venture Agreement was entered between ILJIN and Korea Circuit Co. Ltd. (“KCC"), a pioneer of printed circuit boards (“PCBs") based out of Korea on 15^th October 2024, to form a Joint Venture Company in India (“JVC"), to carry on the business of production, manufacturing, assembling and selling of Printed Circuit Boards including HDI, Flex, and Semiconductor Substrates PCBs.

Pursuant to the said Joint Venture Agreement, after the closure of the Financial Year, the JVC Ascent-K was incorporated on 07^th April 2025.

NEW PROJECTS UNDER PROCESS [jj]

Your Company is focused on expanding its market horizon in the rapidly expanding air conditioning market and it is also tapping new segments viz Commercial ACs, Components and product portfolio expansion across the group.

Regular investments in R&D are leading to launch of new products, new features & lead the technology lead growth that industry is witnessing.

INNOVATION RESEARCH & DEVELOPMENT ^

Our Research and Development (R&D) capabilities remain a cornerstone of our innovation strategy and long term growth. In Financial Year 2024-25, we continued to invest in expanding our R&D infrastructure, enhancing our talent pool, and strengthening cross functional collaboration to drive forward looking solutions and technological advancements. This focus underscores our commitment to advancing technological and product innovations that benefits our stakeholders and drives sustainable growth.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES gU

Your Company has the following subsidiaries, wholly owned subsidiaries, step-down subsidiaries & joint venture companies as on 31^st March 2025 and it regularly monitors the performance of these companies :

Sl. No.	Name of the Subsidiary / Wholly Owned Subsidiary	Â	Type of Subsidiary / Wholly Owned Subsidiary
1.	PICL (India) Private Limited (“PICL")		Wholly Owned Subsidiary
2.	Appserve Appliance Private Limited (“Appserve")		Wholly Owned Subsidiary
3.	Sidwal Refrigeration Industries Private Limited (“Sidwal")		Wholly Owned Material Subsidiary
4.	AmberPR Technoplast India Private Limited (“AmberPR")		Wholly Owned Subsidiary
5.	Amber Enterprises USA Inc. (“Amber USA“)		Wholly Owned Foreign Subsidiary
6.	ILJIN Electronics (India) Private Limited (“ILJIN")		Material Subsidiary
7.	Ever Electronics Private Limited (“Ever")		Subsidiary
8.	Pravartaka Tooling Services Private Limited (“Pravartaka“)		Subsidiary
Following are the step-down subsidiary(ies)/joint venture of the Company and its subsidiaries as on 31st March 2025:
Sl. No.	Name of the Step-down Subsidiary/Joint Venture	Type of Step-down Subsidiary/Joint Venture
1.	Ascent Circuits Private Limited (“Ascent“)	Subsidiary of ILJIN & Material Subsidiary of Company
2.	AT Railway Sub Systems Private Limited (“AT Railway'')	Wholly Owned Subsidiary of Sidwal
3.	Stelltek Technologies Private Limited (“Stelltek“)	Joint Venture of ILJIN
4.	Shivaliks Mercantile Limited, (Formerly known as Shivaliks Mercantile Private Limited) (“Shivaliks“)	Joint Venture of Sidwal
5.	Amber Resojet Private Limited, (Formerly known as Resojet Private Limited) (“Amber Resojet")	Joint Venture of the Company
6.	Yujin Machinery India Private Limited (“Yujin India“)	Joint Venture of AT Railway

The financial statements of subsidiary companies are available on the website of the Company viz https:/www. ir.ambergroupindia.com/financial-information/#annual-reports. The Company shall make available the financial statements of these subsidiaries to any member of the Company who may be interested in obtaining the same. The consolidated financial statements prepared in accordance with applicable accounting standards and presented by the Company

in this annual report includes the financial statements of its subsidiary companies.

WHOLLY OWNED SUBSIDIARIES PICL (India) Private Limited ("PICL")

PICL is a wholly owned subsidiary of your Company. It was incorporated as a Private Limited Company on 13^th September 1994 and it was acquired by the Company in the year 2012.

It undertakes the business of manufacturing various kinds of electric motors, single phase induction motors and BLDC motors for air conditioners, washing machines, ceiling fans and complete Ceiling Fan and it is further planning to enter into Ventilation Fan, Exhaust fans, three phase motors, and general-purpose motors.

During the Financial Year 2024-25, PICL has reported total revenue of ' 48,238.79 Lakh and a Net Profit of ' 1,874.04 Lakh. Appserve Appliance Private Limited ("Appserve")

Appserve is a wholly owned subsidiary of your Company. It was incorporated as a Private Limited Company on 04^th December 2017, with the object of carrying out the business of manufacture, repair, maintenance, installation, assembly and routine servicing activities of all kinds of white goods i.e. RACs, washing machines, refrigerators, consumer durables and other similar equipment and components and to establish repair shops for the same along with other related activities.

During the Financial Year 2024-25, Appserve has reported a NIL revenue and booked a net loss of ' 1.72 Lakh.

Sidwal Refrigeration Industries Private Limited ("Sidwal") Sidwal is a wholly owned material subsidiary of your Company. It was incorporated as a Private Limited Company on 16^th August 1965 and it was acquired by the Company in two tranches in the years 2019 and 2020.

It is engaged in the business of manufacturing and sale of HVAC for railways, metros, defence, bus, telecom, commercial refrigeration and sub system like : Doors , Gangways and Anti Climber + Wiring Harness and Metal Tubing for Aerospace and Defence.

During the Financial Year 2024-25, Sidwal has reported total revenue of ' 44,986.68 Lakh and a Net profit of ' 5,282.48 Lakh. Amber Enterprises USA Inc. ("Amber USA")

Amber USA is a wholly owned foreign subsidiary of your Company. It was incorporated as a corporation under the United States Corporate Law, in the state of Delaware.

It is majorly engaged in the business of sales and marketing along with trading activities.

During the Financial Year 2024-25, Amber USA has reported total revenue of ' 233.47 Lakh and a Net profit of ' 13.96 Lakh.

AmberPR is a wholly owned subsidiary of your Company. It was incorporated as a Private Limited Company on 19^th July 2013. Initially your Company acquired 73% equity stake in AmberPR and acquired remaining 27% equity stake from Mr. Pankajj Russtagi and Ms. Rashmi Rustagi on 01^st August 2023. Thereafter, AmberPR became wholly owned subsidiary of your Company w.e.f. 01^st August 2023.

AmberPR is engaged in the business of manufacturing of (i) cross flow fans and its plastic parts; (ii) fans and fan guard for outdoor units of room air conditioners; (iii) plastic parts for water dispenser and refrigeration applications (other than automobile industry) and (iv) plastic parts for seats of trucks, tractors and buses.

During the Financial Year 2024-25, AmberPR has reported total revenue of ' 2,051.65 Lakh and a Net profit of ' 9.34 Lakh.

BUSINESS PURCHASE OF AMBERPR TECHNOPLAST INDIA PRIVATE LIMITED (WHOLLY OWNED SUBSIDIARY) THROUGH SLUMP SALE

The Company has purchased the business of its wholly owned subsidiary, AmberPR through a slump sale on a going concern basis. This transaction was effected pursuant to a Business Transfer Agreement dated 30^th September 2024, with an effective date of 01^st October 2024.

The purchase consideration was determined at book value, without allocating individual values to specific assets and liabilities, in accordance with the applicable provisions of the Income Tax Act, 1961.

SUBSIDIARIESILJIN Electronics (India) Private Limited ("ILJIN")

ILJIN is a material subsidiary of your Company. Incorporated as a Private Limited Company on 11^th September 2001, the initial equity structure comprised a 70% stake held by your Company and the remaining 30% held by Mr. Hyun Chul Sim and Ms. Su A Lee.

Subsequently, on 31^st January 2024, ILJIN issued 3,100 Optionally Fully Convertible Debentures (OFCDs), each having a face value of ' 10,00,000 each (Rupees Ten Lakh Only) to your

Company.

On 30^th April 2024, these OFCDs were converted into 20,46,002 fully paid-up equity shares at a conversion price of ' 1,515.15 per share (including a premium of ' 1,505.15 per share) and were allotted to your Company. As a result, the shareholding of your Company in ILJIN increased to 85.60%.

Further, on 12^th June 2024, your Company acquired an additional 4.6% equity stake in ILJIN from the existing shareholder, Mr. Hyun Chul Sim, thereby increasing your Company's shareholding in ILJIN to 90.22%.

ILJIN is engaged in the business of manufacturing, assembling, purchasing, selling, dealing, distributing, importing and exporting of electronic assembled printed circuit boards for Air conditioners and all kind of wearable products including but not limited to Smart Watches and Smart Band, Hearable products-including but not limited to TWS and Neckband, Telecom products - including but not limited to RRH ONT, OLT, Setup Box, IT products - including but not limited to Laptop, Tablets, Charger and Power Bank, Audio products - including but not limited to Bar Speaker, Trolley speaker and Electric Vehicles -including but not limited to EV Charger, EV Controller etc.

During the Financial Year 2024-25, ILJIN has reported total revenue of ' 1,46,001.15 Lakh and Net profit of ' 1,587.08 Lakh.

Ever Electronics Private Limited ("Ever")

Ever is a subsidiary of your Company. It was incorporated as a Private Limited Company on 02^nd August 2004. Initially, your Company held a 70% equity stake in Ever, while the remaining 30% was held by Mr. Hyun Chul Sim.

Subsequently, on 24^th May 2024, your Company acquired an additional 20.22% equity stake in Ever from the existing shareholder, Mr. Hyun Chul Sim. As a result, the shareholding of your Company in Ever increased to 90.22%.

Ever is engaged in the business of assembly of electronics printed circuit boards for Air conditioners and other consumer durables, electronics and automobiles.

During the Financial Year 2024-25, Ever has reported total revenue of ' 47,723.74 Lakh and a Net profit of ' 1,176.65 Lakh.

Pravartaka Tooling Services Private Limited ("Pravartaka")

Pravartaka is a subsidiary of your Company. It was incorporated as a Private Limited Company on 27^th April 2021. Your Company holds 60% equity stake in Pravartaka, and 40% equity stake is held by Mr. Anil Sangwan and Mr. Aakash Sangwan.

Pravartaka is engaged in the business of manufacturing injection moulds and injection moulded components for various industries across Consumer Durable, Automotive, Telecom and Electrical Equipment sectors.

During the Financial Year 2024-25, Pravartaka has reported total revenue of ' 37,180.17 Lakh and a Net profit of ' 1,723.83 Lakh.

STEP DOWN SUBSIDIARIES

Ascent Circuits Private Limited ("Ascent")

Ascent is a subsidiary of ILJIN and step down subsidiary of your Company. It was incorporated as a Private Limited Company on 01^st February 1999. ILJIN holds 60% equity stake in Ascent and 40% equity stake is held by Mr. Manjunath Punyamurthy and

Ms. Manju Thomas.

Ascent is a South India based homegrown company and a leading player engaged in the manufacturing of Printed Circuit Boards (Single sided, double sided, multi layered and RF PCB) catering to marquee customers such as ISRO, BEL, BHEL, Automotive, Telecom, Consumer Electronics clients both multinational & domestic. Ascent provides solutions for various applications such as Aerospace & Defence, Medical, Energy solutions, Automotive, Telecom, Data Canters, Consumer Electronics, IT, Lighting etc. Ascent also exports its produce to global markets.

Pursuant to Regulation 30 of the SEBI LODR Regulations, and in accordance with the Company's “Policy for determination of material subsidiary and governance of subsidiary", Ascent has been classified as a Material Subsidiary of the Company.

This classification is based on the criteria prescribed under the Regulation 16(1)(c) of SEBI LODR Regulations, which defines a subsidiary as a “material" if its turnover or net worth exceeds 10% of the consolidated turnover or net worth, respectively, of the listed Company and its subsidiaries in the immediately preceding accounting year.

In accordance with the audited financial statements of the Company and Ascent, for the Financial Year 2024-25, the net worth of Ascent exceeds 10% of the consolidated net worth of the Company, thereby qualifying it as a Material Subsidiary effective from the Financial Year 2025-26.

During the Financial Year 2024-25, Ascent has reported total revenue of ' 32,516.58 Lakh and a Net profit of ' 4,553.72 Lakh.

AT Railway Sub Systems Private Limited ("AT Railway")

AT Railway is a wholly owned subsidiary of Sidwal and step down subsidiary of your Company, it was incorporated as a Private Limited Company on 15^th March 2024 and existing under the provisions of the Act, to carry on the business of railway components and sub systems for the rolling stock industry in India and overseas and also to expand their business into the global markets.

During the Financial Year 2024-25, AT Railway has reported a NIL Revenue and a Net Loss of ' 8.45 Lakh.

Yujin Machinery India Private Limited ("Yujin India")

AT Railway, the wholly owned subsidiary of Sidwal, partnered with Yujin Machinery Ltd., a leading South Korea based

company, to form a Joint Venture Company (“JVC") in India and on 20^th August 2024, established “Yujin Machinery India Private Limited" with an objective of manufacturing a comprehensive range of products, including driving gears, couplers, pantographs, and brakes, for various types of rolling stock. During the Financial Year 2024 - 25, Yujin India has reported a Nil Revenue and a Net Loss of ' 69.30 Lakh.

Ascent-K Circuit Private Limited ("Ascent-K")

A Joint Venture Agreement was entered between ILJIN and Korea Circuit Co. Ltd. (“KCC"), a pioneer of printed circuit boards (“PCBs") based out of Korea on 15^th October 2024, to form a Joint Venture Company in India (“JVC"), to carry on the business of production, manufacturing, assembling and selling of HDI, Flex, and Semiconductor Substrates PCBs.

Pursuant to the said Joint Venture Agreement, after the closure of the Financial Year 2024-25, the JVC Ascent-K was incorporated on 07^th April 2025.

JOINT VENTURE COMPANIES

Stelltek Technologies Private Limited ("Stelltek")

Stelltek is a Joint venture company of ILJIN, the Material

Subsidiary of the Company and Nexxbase Marketing Private Limited - Noise Brand (“NEXXBASE"), incorporated as a private limited company , on 26^th December 2023.

Stelltek is engaged in the business of manufacturing, assembling and designing of wearables and other smart electronics products.

During the Financial Year 2024-25, Stelltek has reported a NIL revenue and a Net Loss of ' 85.70 Lakh.

Shivaliks Mercantile Limited (Formerly Known as Shivaliks Mercantile Private Limited) ("Shivaliks")

On 24^th January 2024, binding definitive agreements were executed amongst the following parties:

•    Sidwal, the wholly owned material subsidiary of the Company;

•    Titagarh Rail Systems Limited (“Titagarh" or “TRSL"), formerly known as Titagarh Wagons Limited, a prominent manufacturer in the freight and passenger rolling stock segment in India;

•    The promoters of Titagarh; and

•    Shivaliks, an existing company under the provisions of the Act.

These agreements pertain to a strategic investment by Sidwal and TRSL in Shivaliks, with the objective of structuring Shivaliks as a Joint Venture - Special Purpose Vehicle (“JV-SPV"), for conducting the business of manufacturing railway components

and subsystems for the rolling stock industry in India and abroad, with a vision to expand into global markets.

As part of this strategic investment:

•    Sidwal has invested approximately ' 109.79 Crore in Shivaliks through a combination of primary and secondary tranches, acquiring 10,97,98,850 equity shares.

•    Following this investment, Shivaliks has acquired a 34.59% equity stake in Titagarh Firema S.p.A Italy ("Firema"), a company engaged in the rolling stock sector, for a total consideration of approximately EUR 20.21 Million.

This strategic collaboration is aimed at enhancing capabilities, expanding product portfolios, and strengthening the presence of the JV-SPV and its stakeholders in both domestic and international markets.

During the Financial Year 2024 - 25, Shivaliks has reported Nil revenue and a Net Profit of ' 5,229.58 Lakh.

Amber Resojet Private Limited (Formerly Known as Resojet Private Limited)

In context of definitive agreement executed on 21^st March 2024 between Amber Resojet Private Limited ("Amber Resojet") - A part of LCGC Resolute Group (A Radiant Group Company), based out of Hyderabad, LCGC Resolute Appliances LLP and the Company, for acquiring 50% stake in Amber Resojet, to carry on the business of manufacturing of fully automatic top loading and front loading washing machine(s) and its components for strengthening its consumer durable vertical, the Company has acquired 50% stake through primary investment in equity share capital of Amber Resojet on 04^th May 2024 to restructure and form a joint venture with LCGC Resolute Group, at a cost consideration of ' 35,00,00,000 (Rupees Thirty Five Crore Only). Pursuant to the said acquisition Amber Resojet has become a Joint Venture Company of the Company with effect from 04^th May 2024.

During the Financial Year 2024-25, Amber Resojet has reported total revenue of ' 3,691.18 Lakh and a Net Loss of ' 883.34 Lakh.

None of the above named wholly owned subsidiaries, subsidiaries / step down subsidiaries and joint ventures declared any dividend during the Financial Year 2024-25.

A statement containing salient features of financial statements of each subsidiary, joint venture, associate of the Company is provided in Form AOC - 1 as "Annexure - A" and it forms part of this Annual Report and the consolidated financial statements of the Company for the Financial Year ended 31^st March 2025.

In accordance with the provisions of Section 136 of the Act, the audited standalone and consolidated financial statements, along with the related information of your Company and the

separate audited financial statements of its subsidiaries, including the foreign subsidiary, are available on the Company's website at www.ambergroupindia.com.

The subsidiaries and joint ventures of the Company operate independently, each with a duly empowered Board of Directors and adequate management resources. As part of the Company's commitment to strong governance practices, the minutes of the Board meetings of all subsidiary companies are placed before the Board of Directors of the Company for review at each quarterly meeting.

Your Company does not have any associate companies for the Financial Year 2024-25.

There are no companies which have ceased to be subsidiaries, joint ventures or associates companies during the Financial Year under review.

MATERIAL SUBSIDIARIES

The Board of Directors of your Company ("the Board") has approved and adopted a policy for determining material subsidiaries in accordance with the provisions of Regulation 16(1 )(c) of SEBI LODR Regulations. The policy on material subsidiary has been uploaded on the website of the Company and it can be viewed at the Web-link: https/www. ir.ambergroupindia.com/wp-content/uploads/2025/07/ Policy-for-determination-of-Material-Subsidiary-and-Governance-of-Subsidiary.pdf.

As on 31^st March 2025, ILJIN and Sidwal, subsidiaries of your Company, were unlisted material subsidiaries, as per SEBI LODR Regulations. In terms of the provisions of Regulation 24(1) of the SEBI LODR Regulations, the appointment of one of the Independent Directors of your Company on the Board of unlisted material subsidiaries was applicable only to said subsidiaries.

Independent Audit Report of the material subsidiaries are available on the website of your Company.

The Secretarial Audit Report of these material subsidiaries does not contain any qualification, reservation or adverse remark or disclaimer.

The Company monitors performance of subsidiary companies, inter alia, by the following means :

•    Financial statements, in particular investments made by unlisted subsidiary companies, are reviewed quarterly by your Company's Audit Committee;

•    Minutes of Board meetings of subsidiary companies are placed before the Company's Board regularly;

•    A statement containing all significant transactions and arrangements entered into by subsidiary companies is placed before the Company's Board;

Furthermore, pursuant to Regulation 24(A) of SEBI LODR Regulations, as amended read with Guidance note on Annual

Secretarial Compliance Report issued by Institute of Company Secretaries of India and various circulars issued by SEBI, the Secretarial Audit Report (MR-3) of Material Unlisted Subsidiaries

i.e. ILJIN and Sidwal forms part of this Annual Report.

The other requirement of Regulation 24 of the SEBI LODR Regulations with regard to Corporate Governance requirements for Subsidiary/Step Down Subsidiary companies have been complied with.

Ascent, has met the prescribed net worth criteria as per the applicable provisions of the SEBI LODR Regulations. In accordance with these provisions, Ascent is considered as a material subsidiary of the Company, with effect from the Financial Year 2025-26. This classification will be duly reflected in the Company's disclosures and governance practices, in compliance with the regulatory framework.

MERGER AND AMALGAMATION

A. Scheme of Amalgamation between Ever (Transferor Company) and ILJIN (Transferee Company)

Pursuant to the proposed Scheme of Amalgamation of Ever with and into ILJIN, the following key developments took place during the Financial Year 2024 - 25:

•    A first motion application was filed on 26^th March 2024 before the Hon'ble National Company Law Tribunal ("NCLT"), Mumbai Bench, seeking approval for the amalgamation of Ever (Transferor Company) with and into ILJIN (Transferee Company). The matter was listed for hearing on 30^th April 2024, on which date the Hon'ble NCLT reserved its order;

•    The Scheme of Amalgamation was approved by the respective shareholders and creditors of ILJIN and Ever in their respective meetings held on 21^st September 2024;

•    The second motion petition was filed before the NCLT on 04^th October 2024;

•    Notices regarding the final hearing were served on 20^th January 2025 and 21^st January 2025 to the statutory authorities via registered post/speed post and e-mail;

•    The matter was heard on its final date of hearing on 17^th March 2025, and the Hon'ble NCLT has reserved the order;

•    The Order of Scheme of Amalgamation of Ever with and into ILJIN was pronounced on 30^th May 2025 and the certified copy of the said order of NCLT was received by the Company on 24^th June 2025.

Following the amalgamation process and requisite regulatory filings, Ever will be deemed an amalgamated company upon approval of Form INC-28 by Registrar of Companies.

B. Scheme of Amalgamation ("the Scheme") between AmberPR ("Transferor Company") and Amber Enterprises India Limited ("Transferee Company") was proposed pursuant to the provisions of Sections 230 to 232 of the Act

The Board of Directors of the Transferee Company, at its meeting held on 22^nd October 2024, approved the Scheme of Amalgamation. However, to facilitate smoother implementation and ensure regulatory compliance, the Board decided to revise the Appointed Date of the Scheme. Consequently, the Scheme was not filed with the stock exchanges at that time.

Subsequently, the revised Appointed Date of 01^st April 2025 was approved by the Board of the Transferor Company and the Transferee Company in their respective meetings held on 12^th May 2025 and 17^th May 2025.

In accordance with Regulation 37 of the SEBI LODR Regulations, the draft Scheme will be filed with the stock exchanges for disclosure purposes.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board is responsible for and are committed to sound principles of Corporate Governance in your Company. The Board's focus is on the formulation of business strategies, policies and robust control systems. The Board provides strategic guidance and directions to your Company in achieving its business objectives and protecting the interest of the stakeholders.

Matters reserved for the Board are those affecting your Company's overall strategic policies, finances and shareholders. These include, but are not restricted to, deliberation of business plans, risk management, internal control, preliminary announcements of interim and final financial results, dividend policy, annual budgets, major corporate activities such as material acquisitions and disposals and connected transactions. Your Company has a professional Board with holistic mix of knowledge, skills and expertise with an optimum combination of Executive, Non-Executive and Independent Directors including one Woman Director.

DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED/RE-APPOINTED OR HAVE RESIGNED DURING THE YEAR

DIRECTORS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of the Act, not less than two-third of the total number of directors of the Company (other than Independent Directors and Nominee Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation and one-third of such of

*Mr. Sachin Gupta, CEO of RAC and CAC division was appointed and designated as Whole Time Director, w.e.f 09^th August 2024.

During the Financial Year, the following changes took place in the Board structure:

Re-appointment of Mr. Arvind Uppal (DIN: 00104992) as an Independent Director of the Company for the second term commencing from 13^th May 2024 till 12^th May 2029

The first term of Mr. Arvind Uppal as an Independent Director concluded on 12^th May 2024. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 07^th May 2024, re-appointed Mr. Arvind Uppal as an Independent Director for a second term of 5 (Five) consecutive years commencing from 13^th May 2024 till 12^th May 2029.

The said re-appointment was approved by the Members of the Company at the 34^th Annual General Meeting held on 09^th August 2024.

Resignation of Mr. Manoj Kumar Sehrawat (DIN:02224299), Nominee Director of Ascent Investment Holdings Pte. Ltd

Prior to the IPO, the Company had entered into Shareholders Agreement with Private Equity Investors, namely Ascent Investment Holdings Pte. Ltd (“Ascent Investment") wherein Ascent Investment was given certain rights including right to appoint nominee directors on the Board of the Company. It was agreed amongst the Company and Ascent Investment that pursuant to completion of successful IPO, the Shareholders Agreement would get terminated. However, it was also agreed that the right accorded to Ascent Investment to appoint one nominee director on the Board of the Company would continue

 

the directors for the time being are liable to retire by rotation at every subsequent annual general meeting. Accordingly, pursuant to the Act read with Articles of Association of your Company, Mr. Daljit Singh (DIN: 02023964) been longest in office is liable to retire by rotation and, being eligible, offers himself for re-appointment.

Key Managerial Personnel ("KMP")

In accordance with the provisions of Section 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following are the KMPs of your Company as at 31^st March 2025:

Sl. No.	Name	Designation
1.	Mr. Jasbir Singh	Executive Chairman & Chief Executive Officer and Whole Time Director
2.	Mr. Daljit Singh	Managing Director
3.	Mr. Sachin Gupta*	Whole Time Director
4.	Mr. Sudhir Goyal	Chief Financial Officer
5.	Ms. Konica Yaadav	Company Secretary and Compliance Officer

to exist beyond successful completion of IPO so long as Ascent Investment holds 15% (Fifteen percent) or more of the Share Capital of the Company which was stated in Article 23 of Part-A of Articles of Association.

As a part of IPO process and pursuant to the undertaking given to the Securities and Exchange Board of India (“SEBI") in this regard in response to the directions given by SEBI vide its emails dated 26^th October 2017 and 27^th October 2017, the right of Ascent Investment to nominate a director on the Board of the Company shall be exercised only after obtaining shareholders' approval through a Special Resolution after the IPO.

In the above context, the requisite approval was taken at the 28^th Annual General Meeting held on 17^th September 2018, and the proposed change was duly implemented in Articles of Association of the Company by amending Article 23 of the Articles of Association of the Company.

Accordingly, Mr. Manoj Kumar Sehrawat was continuing as a nominee director of Ascent Investment on the Board of the Company.

Due to gradual reduction in equity stake of Ascent Investment

in the Company, the right of Ascent Investment to appoint one nominee director on the Board of the Company, stands cancelled and required modification.

The amendment in Articles 23 of Articles of Association of the Company comprises of right of Ascent Investment, was duly approved by the members of the Company in the 34^th Annual General Meeting of the Company held on 09^th August 2024.

In context of above and consequent to cancellation of right of

Ascent Investment, Mr. Manoj Kumar Sehrawat has tendered his resignation from the Board of the Company w.e.f 09^th August 2024.

Appointment of Mr. Sachin Gupta (DIN: 09532098) as Whole Time Director of the Company

Upon the recommendation of the Nomination and Remuneration Committee and subject to the approval of the shareholders, the Board of Directors appointed Mr. Sachin Gupta as an Additional Director in the category of Executive Director, designated as a Whole Time Director, for a term of 5 (Five) consecutive years with effect from 09^th August 2024.

The Board also approved the payment of Managerial Remuneration to Mr. Sachin Gupta, subject to the approval of the shareholders. Both the appointment and remuneration were subsequently approved by the Members of the Company through postal ballot on 05^th November 2024.

Appointment of Mr. Prakash Iyer (DIN: 00956349) and Ms. Sabina Moti Bhavnani (DIN: 06553087) as Independent Directors of the Company

In compliance with the provisions of Sections 149, 150, and 152 of the Act, the applicable rules made thereunder, and the

SEBI LODR Regulations, and based on the recommendation of the Nomination and Remuneration Committee and subject

to the approval of shareholders, the Board of Directors have appointed Mr. Prakash Iyer and Ms. Sabina Moti Bhavnani as Non-Executive Independent Directors (Additional Directors) for the first term of 2 (Two) years commencing from 19^th September 2024, which was subsequently approved by the members of the Company via postal ballot on 05^th November 2024. Completion of second and final term of Dr. Girish Kumar Ahuja (DIN: 00446339) and Ms. Sudha Pillai (DIN: 02263950) as Independent Directors

The second and final term of Dr. Girish Kumar Ahuja and Ms. Sudha Pillai as Independent Directors concluded at the close of business hours on 19^th September 2024.

Declaration from Independent Directors Your Company has received declarations from all the Independent Directors confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of section 149 of the Act and Regulation 16(1)

(b) of the SEBI LODR Regulations.

In the opinion of the Board, Independent Directors fulfil the

conditions specified in the Act, Rules made thereunder and SEBI LODR Regulations and are independent of the management. Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company.

BOARD MEETINGS

In accordance with the requirements of the Act and SEBI LODR Regulations, your Company convenes a minimum of four Board meetings in each calendar year, ensuring that the gap between any two consecutive meetings does not exceed 120 days. Additional meetings of the Board or its Committees are held as necessary to ensure effective oversight and management of the Company's operations.

The agenda, along with the necessary explanatory notes and annexures, is circulated in advance to all Directors to facilitate informed decision making.

During the Financial Year 2024-25, the Board of Directors met 8 (Eight) times on the following dates:

1.    07^th May 2024

2.    17^th May 2024

3.    03^rd July 2024

4.    26^th July 2024

5.    09^th August 2024

6.    16^th September 2024

7.    22^nd October 2024

8.    23^rd January 2025

The necessary quorum was present at all the meetings. The time gap between any two meetings was within the prescribed

limit of 120 days.

A detailed update on the Board and its Committees including their composition, number of meetings held during the Financial Year 2024-25, and the attendance of Directors is provided in

the section titled “Board of Directors" under the “Corporate Governance Report" forming part of this Annual Report.

BOARD COMMITTEE(S) MEETINGS

In accordance with the applicable provisions of law, the Board has also duly constituted the following Committees:

A.    Audit Committee

B.    Nomination and Remuneration Committee

C.    Corporate Social Responsibility Committee

D.    Stakeholders' Relationship Committee

E.    Risk Management Committee

F.    Business Responsibility and Sustainability Committee

The Board has delegated certain functions and responsibilities to an Executive Committee, while the day-to-day operational

management is entrusted to the Company's executive team.

Further, to address specific transactional requirements, the

Company has duly constituted the following committees: Share Allotment Committee, Share Transfer Committee, Reconstruction Committee, Investment and Acquisition

Committee, and Joint Venture Committee.

Detailed information regarding the composition of these Committees, the number of meetings held, attendance of the members, and their terms of reference is provided in the section titled “Committees of the Board" under the “Corporate

Governance Report" forming part of this Annual Report.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

In accordance with Schedule IV of the Act, Secretarial Standard-1 (SS-1), the accompanying Guidance Note on SS-1, and the applicable provisions of the SEBI LODR Regulations, meetings of the Independent Directors of the Company were duly convened on 03^rd December 2024 and 20^th March 2025.

These meetings were held without the presence of nonindependent Directors and members of the management, in line with regulatory requirements. During these sessions, the Independent Directors undertook a formal evaluation of the performance of:

•    Non-Executive Directors;

•    Executive Directors; and

•    The Board as a whole

Additionally, the Executive Directors of the Company regularly provide detailed updates to the Independent Directors regarding the Company's business plans and strategic initiatives, ensuring transparency and informed oversight.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and the SEBI LODR Regulations, a formal Annual evaluation of the Board, its

Committees, the Chairman and individual directors was carried out on the basis of Guidance Note on Board Evaluation issued by Securities and Exchange Board of India (“SEBI") for the Financial Year 2024-25.

To facilitate the evaluation process, the Board and its Committee's self-evaluation questionnaires were circulated to the Board members and respective Committee members.

As part of the evaluation process, the performance of NonIndependent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board excluding the Director being evaluated.

The actions emerging from the Board evaluation process were collated and presented before the Nomination and Remuneration Committee as well as the Board. Suggestions/ feedback concerning strategic, governance and operational matters were actioned upon by the team. The Directors expressed their satisfaction with the evaluation process.

DIRECTOR'S APPOINTMENT AND REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Act, the applicable Rules, and Regulation 19 of the SEBI LODR

Regulations, the Nomination and Remuneration Committee (“NRC") of the Board has formulated a comprehensive Nomination and Remuneration Policy. This policy governs

the appointment and determination of remuneration for the Directors, Key Managerial Personnel (“KMP"), Senior Management, and other employees of the Company.

The NRC has also established clear criteria for:

•    Assessing qualifications,    positive attributes, and

independence of Directors

•    Determining the structure and quantum of remuneration for Executive and Non-Executive Directors

In framing remuneration packages and administering long-term incentive plans such as Employee Stock Option Plan/Schemes (ESOPs/ESOSs), the NRC benchmarks against industry best practices to ensure competitiveness and fairness.

The compensation structure for Directors, KMPs, Senior Management, and employees is aligned with the principles outlined in the Nomination and Remuneration Policy, ensuring a performance driven and equitable approach.

The Board affirms that the remuneration paid during the Financial Year is in accordance with the Company's Nomination

and Remuneration Policy.

Details regarding the remuneration of Directors, the Chief Financial Officer, and the Company Secretary, along with the ratio of each Director's remuneration to the median employee remuneration for the Financial Year as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure - B" and it forms part of this Annual Report.

The Nomination and Remuneration Policy of your Company can

be viewed at the following link: https:/www.ir.ambergroupindia. com/wp-content/uploads/2025/06/Nomination-and-Remuneration-Policy.pdf.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

As on 31^st March 2025, the total number of permanent employees on the records of your Company were 1709. Your directors place on records their appreciation for the significant contribution made by all the employees, who through their competence, dedication, hard work, co-operation and support have enabled the Company to cross new milestones on a continual basis.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Act, the report and financial statements are being sent to the members and others entitled thereto, excluding the aforesaid disclosure. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

EMPLOYEE STOCK OPTION PLAN ("ESOP") - EMPOWERING TALENT THROUGH OWNERSHIP

Your Company recognises that employee recognition and longterm value creation go hand in hand. To this end, it has introduced employee recognition schemes such as ESOPs, which serve as powerful tools to acknowledge employee contributions, enhance motivation, and foster a sense of ownership.

The primary objectives of the ESOPs are to:

•    Motivate and retain high performing talent;

•    Enable employees to participate in the Company's longterm growth and success;

•    Strengthen employee engagement by aligning their interests with those of the Company and its shareholders.

AMBER ENTERPRISES INDIA LIMITED - ESOP 2017

To institutionalise this vision, the Company introduced the “Amber Enterprises India Limited - Employee Stock Option Plan 2017" (“ESOP 2017"). This plan is designed to attract, retain, incentivise, and empower eligible employees of the Company and its subsidiaries.

•    Total Options Reserved: 10,10,800 (Ten Lakh Ten Thousand Eight Hundred) options.

Grants Under ESOP 2017

•    19^th April 2021 : The Board at its meeting held on 19^th April 2021 on recommendation of NRC approved the grant of 2,20,000 stock options to eligible employees of the Company at an exercise price of ' 2,400 per option.

•    13^th May 2022 : The Board at its meeting held on 13^th May 2022 on recommendation of NRC approved an additional grant of 2,50,000 stock options to eligible employees of the Company and its subsidiaries at a discount of ' 500 per option, based on the closing price on the recognised stock exchange with the highest trading volume on 13^th May 2022.

Allotment of Shares under ESOP 2017

During the Financial Year, your Company continued to reinforce its commitment to employee ownership and long-term value creation through the implementation of the ESOP 2017. This initiative is a key component of the Company's talent retention

and motivation strategy, enabling eligible employees to participate in the Company's growth journey.

In line with this, the Company allotted equity shares to employees who exercised their stock options under the ESOP 2017. The allotments were carried out in a phased manner across several dates during the Financial Year, reflecting the ongoing participation and engagement of employees in the program.

The details of the shares allotted to eligible employees of the Company and its subsidiaries are as follows:

•    On 12^th July 2024, a total of 45,600 equity shares were allotted

•    On 28^th August 2024, a total of 14,575 equity shares were allotted

•    On 18^th September 2024, a total of 8,600 equity shares were allotted

•    On 18^th October 2024, a total of 13,800 equity shares were allotted

•    And, on 28^th November 2024, a total of 47,200 equity shares were allotted

In total, 1,29,775 equity shares were allotted under ESOP 2017 during the Financial Year under review.

These allotments not only recognise the contributions of employees but also serve as a strategic tool to align their interests with the long-term objectives of the Company. By offering equity participation, the Company fosters a sense of ownership, accountability, and shared success among its workforce.

In compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI (SBEB & SE) Regulations"), your Company has made the necessary disclosures pertaining to the ESOP 2017. These disclosures are provided in "Annexure - C" and it forms part of this Annual Report, in accordance with the format and requirements prescribed under the SEBI (SBEB & SE) Regulations.

Additionally, the notes to accounts forming part of the standalone financial statements also include relevant details of options granted and exercised during the Financial Year.

To ensure regulatory compliance and transparency, your Company has obtained a certificate from M/s Amit Chaturvedi & Associates, Secretarial Auditors, confirming that the ESOP 2017 has been implemented in accordance with the SEBI (SBEB & SE) Regulations and the resolution passed by the shareholders through the general meeting and postal ballot. This certificate will be made available for inspection by members at the ensuing Annual General Meeting.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI LODR Regulations, the Company has implemented a structured Familiarisation Programme for Independent Directors. The programme aims to familiarise them with their roles, rights, and responsibilities as Directors, the working of the Company, the nature of the industry in which it operates, and the Company's business model, among other aspects.

The details of the Familiarisation Programme are provided in the Corporate Governance Report and are also available on the Company's website at the following link: https:/www. ir.ambergroupindia.com/wp-content/uploads/2025/04/Code-for-Independent-Director-and-Familiarisation-Programme.pdf.

DEPOSITS

During the Financial Year under review, your Company has not accepted any deposits from the public in accordance with the provisions of Sections 73 and 76 of the Act, and the rules made thereunder. Furthermore, there were no outstanding amounts of principal or interest as on the close of the Financial Year 2024-25.

Additionally, there were no unclaimed or unpaid deposits lying with the Company during the Financial Year.

TRANSFER OF AMOUNTS, IF ANY TO ANY RESERVE

Information regarding the amounts allocated to reserves can be found in the Notes accompanying the financial statements included in this Annual Report.

INVESTOR EDUCATION AND PROTECTION FUND

During the Financial Year under review, the Company was not obligated to transfer any funds to the Investor Education and Protection Fund (IEPF).

FINANCIAL LIQUIDITY

On standalone basis cash and cash equivalent as at 31^st March 2025 was ' 16,969.76 Lakh (previous year ' 7,912.41 Lakh). The Company has a robust working capital management system supported by a well-structured process that enables continuous monitoring and control over key parameters such as receivables, inventories, and other current assets and liabilities. Given the nature of its business, the Company ensures financial flexibility by maintaining access to committed credit facilities. Liquidity is actively managed through rolling forecasts of cash flows and regular monitoring of cash and cash equivalents, taking into account expected inflows and outflows. The Company also considers prevailing market liquidity conditions in its operational planning.

As part of its liquidity management policy, the Company projects cash flows across major currencies, assesses the required level of liquid assets to meet obligations, monitors balance sheet liquidity ratios in line with internal benchmarks and regulatory requirements, and maintains appropriate debt financing arrangements.

Note: Cash and cash equivalents mentioned above includes other bank balances, bank deposits with more than 12 months maturity and investment in bonds.

RELATED PARTY TRANSACTIONS

During the Financial Year 2024-25, all contracts, arrangements, and transactions entered into by the Company with related parties, as defined under Section 188(1) of the Act, were conducted in the ordinary course of business and at arm's length.

The Company did not enter into any contract, arrangement, or transaction with related parties that would be classified as 'material' in accordance with its Policy on Materiality of Related Party Transactions. Consequently, there are no transactions requiring disclosure in Form AOC-2, and hence does not form part of this Report.

In compliance with the Act and the SEBI LODR Regulations, the Company has adopted a Policy on Materiality of Related

Party Transactions. This policy is available on the Company's website:    https:/www.ir.ambergroupindia.com/wp-content/

uploads/2025/04/Related-Partv-Transaction-Policv.pdf.

The policy ensures that appropriate reporting, approval, and disclosure mechanisms are in place for all related party transactions.

All related party transactions are presented to the Audit Committee for approval. For transactions that are anticipated and repetitive in nature, prior omnibus approval is obtained from the Audit Committee in accordance with SEBI LODR

Regulations.

Significant related party transactions undertaken by subsidiaries, where the listed entity is not a party are also placed before the Audit Committee of the Company. Significant transactions refer to those where the value, whether individually or cumulatively during the Financial Year, exceeds 10% of the subsidiary's annual standalone turnover as per its last audited financial statements.

All related party transactions of the Company and its subsidiaries are disclosed to the Audit Committee and the Board on a quarterly basis.

For further details, please refer to the Notes to the Financial Statements forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

In accordance with Section 186 of the Act, the particulars of loans, guarantees provided, and investments made during the Financial Year forms part of the Notes to the Financial Statements included in this Annual Report.

All loans, guarantees, securities, and investments were made in furtherance of the Company's business objectives and are aligned with its strategic and operational requirements.

REPORTING OF FRAUD BY AUDITORS

There have been no instances of fraud reported by the Statutory Auditors or Internal Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Audit Committee, the Board of Directors or to the Central Government.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has established a comprehensive internal control system tailored to the size, nature, scale, and complexity of its operations. This system is designed to ensure the safeguarding of assets, accurate financial reporting, and compliance with applicable laws and regulations.

Key Features of the Internal Control System:

• Independent Internal Audit Function: The Company has an independent internal audit team that operates in line with best in class governance practices. This team reviews and reports to the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations, and key process risks.

•    Audit Committee Oversight: The Audit Committee periodically reviews internal audit plans, significant audit findings, and the adequacy of internal controls. This ensures that issues, if any are promptly addressed and the internal control system remains effective.

•    Control Self-Assurance: Systematic self certification of adherence to key internal controls by process owners and monitors helps in maintaining accountability and ensuring that controls are operating as intended.

•    Information Security Measures: The Company adheres to a comprehensive information security policy and continuously upgrades its IT systems to strengthen automated controls, thereby mitigating risks associated with data breaches and cyber threats.

•    Management's Control Testing Initiative: The internal controls were tested as part of the Management's control testing initiative, providing assurance regarding the reliability of financial and other records.

The statutory auditors, S.R. Batliboi & Co. LLP, have issued an unqualified opinion on the Company's internal financial controls. They have stated that, in their opinion, the Company has, in all material respects, adequate internal financial controls with reference to the standalone financial statements, and such internal financial controls were operating effectively as of 31^st March 2025.

The Internal Auditors of your Company have direct access to the Audit Committee of the Board. Furthermore, the Internal Auditors are also responsible for following the corrective actions to ensure that satisfactory controls are maintained.

Accordingly, the Board, with the concurrence of the Audit Committee and the Auditors, is of the opinion that the Company's Internal Financial Controls were adequate and operating effectively for the Financial Year under review.

RISK MANAGEMENT POLICY / FRAMEWORK

Your Company has established a robust risk management framework designed to proactively identify, assess, and mitigate a diverse set of risks. This framework takes into account both external and internal threats, enabling the formulation of efficient and responsive strategies to safeguard operations and ensure business continuity.

The process of risk identification, analysis, mitigation, and monitoring is conducted periodically by the Management Team, and is overseen by the Risk Management Committee of the Board. This ensures that risk management remains an integral part of strategic decision-making and operational execution.

The Risk Management Committee continues to play a pivotal

role in guiding the Management Team in the implementation and enhancement of the Company's risk management practices.

The Committee operates under a comprehensive framework that aligns with regulatory requirements and industry best practices.

As of the reporting period, the Risk Management Committee of the Board comprises the following members:

1.    Ms. Sabina Moti Bhavnani, Chairperson

2.    Mr. Sachin Gupta, Member

3.    Mr. Daljit Singh, Member

The details of the Risk Management Committee as of 31^st March 2025 along with its charter are set out in the Corporate Governance Report, forming part of this report.

The Company has in place a Risk Management Policy, this Policy is framed in compliance with the provisions of the Act read along with the applicable Rules thereto and Regulation 21 of SEBI LODR Regulations. Risk Management is an integral part of your Company's business strategy. Business Risk Evaluation and Management is an ongoing process within the Company. The same is available on the website of the Company and can be accessed at: https:/www.ir.ambergroupindia.com/wp-content/uploads/2025/03/Risk-Management-Policv.pdf.

The Risk Management Committee plays a central role in identifying, evaluating, and assessing risks across the Company. It systematically analyses the exposure to various risks and accordingly prepares and oversees the execution of appropriate mitigation plans.

To ensure focused and effective risk oversight, the Risk Management Committee has established Risk Management Units within the Company. These units maintain individual risk profiles, which are continuously monitored. The severity of each risk is tracked on a regular basis, enabling timely intervention and response.

The Risk Management Committee has also implemented comprehensive risk management systems that facilitate independent assessment of the effectiveness of mitigation actions. These systems are designed to ensure transparency, accountability, and responsiveness in managing risks.

The effectiveness of the risk management framework is reviewed by the Risk Management Committee on a need basis and at least annually, ensuring that the Company remains agile and resilient in the face of evolving risk landscapes.

In addition to developing a robust Business Continuity Plan, your Company has proactively identified and addressed several critical risk areas that could potentially impact operations, financial performance, and strategic objectives. The Management Team, under the guidance of the Risk Management Committee, has formulated targeted mitigation plans to manage these risks effectively.

The key risk categories addressed during the Financial Year include:

•    Financial Risks: Measures have been implemented to manage liquidity, currency fluctuations, credit exposure, and cost volatility.

•    Manufacturing / Production Risks: Contingency plans and process optimisations have been developed to minimise disruptions and ensure consistent output.

•    Research & Development (R&D) Risks: Risk mitigation strategies include diversified innovation pipelines, IP protection, and collaborative development models.

•    Marketing Risks: Adaptive marketing strategies and data-driven campaigns have been deployed to respond to changing consumer behaviour and market dynamics.

•    Deliverables Risks: Enhanced project management tools and cross-functional coordination have been introduced to ensure timely delivery of commitments.

•    Human Resources (HR) Risks: Talent retention programs, succession planning, and employee engagement initiatives have been strengthened.

•    System Risks: IT infrastructure upgrades, cybersecurity protocols, and data protection measures have been prioritised.

•    Legal Risks: Compliance monitoring and legal audits have been conducted to mitigate exposure to regulatory and contractual liabilities.

•    Business Operational Risks: Operational resilience has been reinforced through process standardisation, automation, and supply chain diversification.

The Company remains committed to continuously evolving its risk management practices to stay ahead of emerging threats and ensure long term sustainability. These efforts reflect a proactive and structured approach to safeguarding stakeholder interests and maintaining operational excellence.

Information Technology & Cybersecurity In today's digital landscape, addressing IT related concerns such as cyber threats and data vulnerabilities is critical to maintaining operational integrity and stakeholder trust. Your Company has implemented a robust IT infrastructure fortified with advanced security protocols and firewalls to mitigate potential risks and ensure data protection.

To safeguard user privacy and maintain data security, the Company has adopted the following measures:

•    Network Firewalls: Deployed across the organisation to prevent unauthorised access and monitor incoming and outgoing traffic.

•    Antivirus Protection: Installed on all systems to defend against viruses, malware, adware, worms, and Trojans.

•    Strong Password Policy: Enforced across all user accounts to prevent unauthorised access and enhance account security.

•    Automated Backups: Scheduled regularly for critical users to ensure data recovery and business continuity.

•    User Awareness & Education: Periodic dissemination of the Company's Security Policy and email awareness campaigns to educate users on best practices and potential threats.

•    Restricted Use of External Drives: External storage devices are blocked to prevent data leakage and unauthorised data transfers.

These initiatives reflect the Company's commitment to maintaining a secure digital environment and protecting sensitive information from evolving cyber threats.

The Risk Management Committee and the Board has identified some elements of risks, which, according to them are crucial to the Company. Details of these elements of risks have been covered in the Management Discussion and Analysis Report, which form part of this Annual Report and in Note 53 of the standalone financial statements.

The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Note 53 of the standalone financial statements also explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

Your Company remains committed to protecting the interests of its customers, investors, shareholders, employees and each person or entity with whom it is associated.

In the opinion of the Board, there are no risks that may threaten the existence of your Company.

CORPORATE SOCIAL RESPONSIBILITY AND RELATED MATTERS

Your Company believes in good corporate citizenship and a value system that mandates sustainability at every level of our value chain and in every aspect of business. As a responsible organisation, we believe the goals of CSR initiatives are to safeguard the environment, promote socio-economic progress, and preserve the natural world. Your Company engages in many important activities with an aim of preserving and enhancing the condition of environmental resources impacted by human activity. Our good community relations support us to build goodwill and trust among our stakeholders. Thus, enabling us to continue our growth journey and contribute to the well-being of the community. Your Company's CSR initiatives exhibit the Company's commitment in creating empowered citizens and enhancing the lives of those in need, leading to a more safe and sustainable future.

UPDATE ON CSR PROGRAM - FINANCIAL YEAR 2024-25

Your Company has an ongoing vibrant CSR program, of which some of the notable ongoing investments is promoting education, preventing & promoting health care, woman empowerment programs, promoting and providing education and skill development for livelihood of youths of our country, which supports the underprivileged, socially and economically disadvantaged communities, promoting preventive health care and Disaster Management or emergency.

Your Company has a duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of your Company. The composition of CSR committee is as stated in the “Committees of the Board" section of “Corporate Governance Report", forming part of this Annual Report.

The Board of Directors have adopted a CSR policy which is in line with the provisions of the Act. The CSR Policy of the Company, outlining our approach and commitment to social responsibility can be accessed at the website of the Company i.e. https://www.ir.ambergroupindia.com/wp-content/ uploads/2025/03/Corporate-Social-Responsibilitv-Policv.pdf. The annual report on our CSR projects/activities is annexed as "Annexure - E" and it forms part of this Annual Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company is steadfast in its commitment to providing a safe and harassment-free workplace for all its women employees. The Company maintains a zero-tolerance policy towards sexual harassment and has implemented a comprehensive PoSH policy in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. Key Features of the PoSH Policy:

•    Internal Complaints Committee (ICC): The Company has constituted an ICC to address and resolve complaints related to sexual harassment. This committee operates in compliance with the provisions of the Act and ensures a fair and transparent process for grievance redressal.

•    Awareness and Training Programs: To foster a respectful work environment, your Company has developed a PoSH Awareness Module. This engaging module simplifies legal jargon, educates employees on their rights and obligations, and provides practical scenarios to enhance understanding. Additionally, the Company conducts online training sessions via the WorkSafe Plus platform on the Rainmaker Web Portal and organises periodic workshops to sensitise employees and staff.

Summary of Sexual Harassment Complaints of the Financial Year 2024-25 :

•    Complaints Received during the Financial Year: 0

•    Complaints Disposed of during the Financial Year: Not Applicable

•    Complaints Pending as on 31^st March 2025: 0 Access to PoSH Policy:

The PoSH Policy, along with the PoSH Awareness Module, is accessible for the employees of the Company on the Company's intranet.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company is unwavering in its commitment to the highest standards of ethical, moral, and legal business conduct. In alignment with this commitment, the Board of Directors has established a comprehensive Vigil Mechanism / Whistle-Blower Policy. This policy provides a robust framework for Directors and Employees to report genuine concerns, grievances, and instances of unethical behaviour, actual or suspected fraud, or violations of the Company's Code of Conduct or Ethics Policy.

Key Features of the Policy:

•    Safeguards Against Victimisation: The policy ensures adequate protection against any form of retaliation for individuals who utilise this mechanism in good faith.

•    Direct Access to Audit Committee: It facilitates direct

communication with the Chairman of the Audit Committee,

ensuring that concerns are addressed promptly and effectively.

•    Encouraging Ethical Reporting: The primary objective is to provide a platform for Directors and Employees to raise concerns regarding any irregularity, misconduct, or unethical dealings within the Company that could adversely affect the organisation.

Access to the Policy :

The Vigil Mechanism/Whistle Blower Policy, as approved by the Board, is publicly available on the Company's official website. It can be accessed at the following link: https:/www. ir.ambergroupindia.com/wp-content/uploads/2025/06/ WhistleBlower-Policv.pdf.

Additional Ethical Policies:

To further reinforce ethical conduct across all levels, the Company has implemented the following policies, which are also accessible on the website:

•    Code of Conduct for Directors and Senior Management Personnel: This code outlines the standards of behaviour expected from the Company's leadership and same

is available on the website of the Company under the weblink:    https:Zwww.ir.ambergroupindia.com/

wp-content/uploads/2025/04/Code-of-Conduct-for-Directors-and-5enior-Management-Personnel.pdf.

•    Ethics Policy: This policy applies to all associates,

including directors, key managerial personnel, employees, agents, representatives, vendors, contractors, and business partners, ensuring adherence to the highest ethical standards and business practices. The policy ensures highest ethical standards and business practices and zero tolerance towards unethical conduct. This policy aids in monitoring and investigating instances of alleged corruption and subsequent actions against any individual(s) involved in corruption. The policy is available on the website of the Company under the web link:    https:Zwww.ir.ambergroupindia.com/wp-content/

uploads/2025/03/1.-Ehics-policy.pdf.

•    Anti-Bribery and Anti-Corruption Policy: Emphasizing

the Company's zero-tolerance approach to bribery and corruption, this policy guides employees to act professionally, fairly, and with utmost integrity. The policy is available on the website of the Company under the web link:    https:Zwww.ir.ambergroupindia.com/wp-content/

uploads/2025/03/9.-Anti-bribery-and-Anti-corruption-policy.pdf.

This policy provides an additional channel to the normal management hierarchy for employees to raise concerns about any breach of the Company's Values or instances of violations of the Company's Code of Conduct. Therefore, it is in line with the Company's commitment to open communication and to highlight any such matters which may not be getting addressed in a proper manner. Reporting and Oversight:

During the Financial Year 2024-25, no personnel of the Company have been denied access to the Audit Committee for reporting concerns, if any.

During the Financial Year 2024-25, no complaints were received under the Whistle Blower Policy.

This reflects the Company's proactive approach in fostering an environment where ethical concerns are addressed promptly, and employees feel secure in reporting issues without fear of retaliation.

Your Company remains steadfast in promoting a culture of transparency, integrity, and accountability, ensuring that all stakeholders uphold the highest ethical standards in their professional conduct.

INSIDER TRADING CODE

In adherence to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“PIT

Regulations"), your Company has updated its Code of Conduct for regulating, monitoring, and reporting trading activities by Designated Persons. These revisions align with the recent amendments introduced by 5EBI to enhance transparency and prevent insider trading.

Key Components of the Updated Code:

•    Guidelines for Designated Persons: The Code provides clear procedures for Designated Persons regarding the handling of Unpublished Price Sensitive Information (“UPSI"), pre-clearance of trades, and the reporting of transactions.

•    Prohibition of Insider Trading: It strictly prohibits Designated Persons from trading in the Company's securities based on UPSI, in line with the PIT Regulations.

•    Fair Disclosure Practices: The Company has established a Code of Fair Disclosure to ensure timely and transparent dissemination of UPSI, safeguarding the interests of all stakeholders.

•    Legitimate Purpose Determination: A policy for determining legitimate purposes for sharing UPSI has been implemented, ensuring that such information is disclosed only when necessary and appropriate.

•    Internal Controls and Procedures: Robust internal controls and standard processes have been instituted to ensure compliance with the PIT Regulations and to prevent insider trading activities.

•    Structured Digital Database: The Company maintains a “Structured Digital Database" containing relevant details of Designated Persons and Connected Persons. This database monitors the flow of information and internal and external communications concerning UPSI, ensuring compliance and preventing misuse.

These measures reflect Company's commitment to upholding the highest standards of corporate governance and ethical conduct, fostering a transparent and compliant trading environment.

DISCLOSURE WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT

In compliance with Schedule V(F) of the SEBI LODR Regulations, we confirm that as of 31^st March 2025, there are no securities lying in the Demat Suspense Account or Unclaimed Suspense Account of the Company.

Accordingly, the disclosures required under the aforementioned Schedule are not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Regulation 34(2)(e) of the SEBI LODR Regulations the Management Discussion and Analysis Report for the Financial Year 2024-25 is an integral part of this Annual

Report. This section provides a comprehensive overview of the industry structure, economic developments, and the Company's financial and operational performance. It also addresses the state of affairs of the Company's business and highlights other material developments during the Financial Year under review.

KEY FINANCIAL RATIOS

The key financial ratios for the Financial Year ended 31^st March 2025, as stipulated in SEBI LODR Regulations, form an integral part of the Management Discussion and Analysis Report. These ratios provide valuable insights into the Company's financial health and performance.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Your Company's business responsibility ingrains the spectrum of nine principles of National Voluntary Guidelines issued by the Ministry of Corporate Affairs, Government of India, along with their key elements. This is enabled by a suite of frameworks, governance, social objectives, policies, code of conduct and management systems integrated with the business process.

In terms of SEBI LODR Regulations and in alignment

with our commitment to transparency and responsible business practices, we have prepared our Business Responsibility and Sustainability Report ("BRSR") for the Financial Year 2024-25, the report provides a detailed overview of initiatives taken by your Company from Environmental, Social and Governance perspectives. The BRSR is available on Company's official website at the following link: https:Zwww.ir.ambergroupindia.com/financial-information/#annual-reports and is annexed as "Annexure -F" and it forms part of this Annual Report.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

As a responsible corporate citizen, the Company is acutely aware of its environmental and societal responsibilities. The Company firmly embraces the conviction that the integration and adherence to Environmental, Social, and Governance ("ESG") principles within business operations are paramount in fostering resilience, nurturing an inclusive culture, and generating enduring value for all stakeholders sustainability lies at the core of business philosophy.

The Company's sustainability strategy comprehensively addresses key ESG factors that exert significant influence over our business operations and stakeholders. The Company meticulously assesses opportunities and risks, formulating short-term, medium-term and long-term strategies to ensure the sustainable growth of our organization.

As a responsible corporate your Company is releasing its Annual Report encompassing ESG aspects. Long term strategy has been formulated with the objective of making your Company one of the leaders in ESG and target to establish a resilient business eco system.

CORPORATE GOVERNANCE

Your Company places a strong emphasis on upholding the highest standards of corporate governance, viewing it as fundamental to effective strategy execution and long term value creation. The Company has established a robust governance framework that is transparent and aligned with evolving regulatory expectations.

Code of Conduct

In line with SEBI LODR Regulations, the Company has adopted a comprehensive Code of Conduct for its Board of Directors and Senior Management Personnel. This Code outlines the ethical standards and responsibilities expected from these individuals, ensuring that their actions align with the Company's values and legal obligations. The Code is available on the Company's website    https:Zwww.ir.ambergroupindia.com/wp-content/

uploads/2025/04/Code-of-Conduct-for-Directors-and-Senior-Management-Personnel.pdf.

Corporate Governance Practices

The Company's corporate governance practices are built on the principles of integrity, transparency, and accountability. The Board of Directors has undergone substantial renewal to enhance its composition, bringing in diverse expertise in financial services, regulatory affairs, financial reporting, business operations, and corporate governance. This evolution aims to strengthen oversight and ensure effective governance processes.

Vigil Mechanism / Whistle blower Policy

To promote ethical conduct and address concerns regarding misconduct or unethical behaviour, the Company has implemented a Vigil Mechanism / Whistle blower Policy. This policy provides a platform for Directors and employees to report genuine concerns without fear of retaliation. It also ensures direct access to the Chairman of the Audit Committee for reporting serious issues.

Compliance and Certifications

Your Company ensures compliance with regulatory requirements by obtaining certifications from external auditors. These certifications confirm the correctness of financial statements, adequacy of internal control measures, and reporting of matters to the Audit Committee, in accordance with SEBI LODR Regulations. The certificates are annexed in the Annual Report for transparency and shareholder assurance. In terms of SEBI LODR Regulations, a separate section on "Corporate Governance" with a compliance report on corporate governance and a certificate from M/s. Amit Chaturvedi & Associates, a firm of Company Secretaries, Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance, has been provided in this Annual Report and are annexed as "Annexure - G" and "Annexure - H".

A certificate of the Executive Chairman and Chief Executive Officer and Chief Financial Officer of the Company in terms of SEBI LODR Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is forming part of Corporate Governance Report.

For more detailed information on corporate governance practices and policies, stakeholders are encouraged to visit the Company's official website at www.ambergroupindia.com.

LISTING ON STOCK EXCHANGES

The equity shares of your Company are presently listed on BSE Limited ("BSE") and the National Stock Exchange of India Ltd.

(“NSE").

Your Company's ranking in terms of market Capitalisation as on 31^st March 2025 on National Stock Exchange of India Ltd. is 278 & on BSE Limited is 277.

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

As of 31^st March 2025, the Company employed 1,709 fulltime professionals. Recognizing that its people are their most valuable asset, the Company places a strong emphasis on employee development, capability building, and fostering a world class work environment. This people centric approach is integral to driving innovation, operational excellence, and achieving the Company's strategic business objectives.

The Company has instituted comprehensive and progressive Human Resource (HR) policies that are pivotal to cultivating a high performance culture. These policies are strategically designed to:

•    Empower employees through continuous learning and skill development

•    Promote a culture of accountability, excellence, and ownership

•    Identify and nurture future leadership talent

•    Enhance employee engagement and overall well being By investing in its workforce, the Company ensures it remains agile, innovative, and resilient, positioning itself for long term, sustainable growth.

To further reinforce a supportive and inclusive workplace, the Company recognizes that strong employee relations and a motivated workforce are essential to achieving operational efficiency and organizational success. Active participation is encouraged across all levels including workers through a diverse range of monthly engagement activities designed to foster camaraderie, uplift morale, and strengthen team cohesion.

These initiatives are a testament to the Company's commitment to building a caring, collaborative, and empowering work culture, where every individual is valued and encouraged to contribute meaningfully.

The Human Resources Department curates an annual employee engagement calendar, which is proactively monitored and executed on a monthly basis. Over the past year, a wide variety of employee engagement initiatives were organised with the aim of enhancing collaboration, boosting morale, and elevating overall workplace satisfaction.

The Company continued to prioritize employee engagement through a variety of thoughtfully designed programs, fostering well-being, inclusivity, and professional growth. Some of the key themes and initiatives during the Financial Year included:

1.    Health & Wellness

Yoga and Dhyan Sessions — Conducted by Mr. Kartar Singh, the Company's Chairman Emeritus, these sessions promoted mindfulness, stress relief, and holistic well being among employees, supporting mental and physical health.

2.    Festival Celebrations

Diversity Focused Engagements — During Independence Day and Diwali, employees participated in cultural

celebrations highlighting the richness of South, East, West, and North India. These events fostered cross cultural understanding, unity, and a stronger sense of community within the workforce.

3.    Communication Forums

Regular platforms were established to encourage employees to share feedback, engage in open dialogue, and remain well-informed about organisational developments and initiatives.

4.    Training & Development

A comprehensive suite of programs was delivered, focusing on enhancing supervisory skills, leadership capabilities, and functional expertise empowering employees at every level to contribute effectively and grow professionally.

5.    Amber Values-Oriented Programs

Initiatives such as the Amber Work Warrior recognition and the Fighting Spirit Demonstration during Republic Day celebrations reflected the Company's dedication to embedding its core values of resilience, dedication, and excellence within the organisational culture.

These initiatives collectively demonstrate the Company's ongoing commitment to fostering a vibrant, inclusive, and value driven workplace that supports both the personal well-being and professional development of its employees.

WELFARE ARRANGEMENTS FOR EMPLOYEES Health & Wellness Initiatives

•    Health Check Up Camp & Blood Donation Drive

Reinforcing our commitment to employee health and community service, these programs provided essential medical check ups and encouraged life saving blood donations.

•    30-Day Weight Loss Challenge

This initiative motivated employees to adopt healthier lifestyles by participating actively in a month long fitness challenge focused on weight management and wellness.

•    Healthy Master Chef Competition

Promoting nutritious eating habits, this fun and engaging competition encouraged creativity and awareness around healthy food choices.

Safety & Compliance Training

•    Fire & Safety Training

Conducted through classroom sessions, this program equips employees with essential knowledge and skills to prevent and respond to fire related emergencies, ensuring workplace safety.

•    POSH (Prevention of Sexual Harassment) Training

These sessions reinforce the Company's commitment to maintaining a safe, respectful, and inclusive workplace by educating employees on preventing and addressing sexual harassment in the workplace.

Learning & Development U

•    Email Etiquette Training (Professional Communication Training)

Focused on enhancing corporate employees' communication skills to improve clarity, effectiveness, and collaboration across teams and with stakeholders.

•    '7 Habits of Highly Effective People' Workshop

Aimed at developing leadership effectiveness and fostering personal growth, these initiatives empower employees to enhance their leadership capabilities and achieve their full potential.

Key Components:

•    Executive Coaching: Personalised coaching sessions designed to identify strengths, address developmental areas, and align individual goals with organisational objectives.

•    Leadership Workshops: Interactive workshops focusing on strategic thinking, decision-making, and team management to cultivate effective leadership skills.

•    Mentorship Programs: Structured mentorship opportunities pairing emerging leaders with experienced

executives to facilitate knowledge transfer and career development.

•    Tailored development plans that encourage self reflection, goal setting, and continuous learning to support individual growth trajectories.

These programs are integral to building a robust leadership

pipeline, ensuring that employees are well equipped to lead

with confidence and drive organisational success.

•    First-Time Managers Training - "Be Purposeful, Be Impactful"

Empowering Emerging Leaders

Our leadership development programs are designed to equip new leaders with the mindset and skills necessary to lead confidently. By fostering self-awareness, resilience, and effective communication, we prepare them to navigate challenges and inspire their teams. Through mentorship, goal-setting, and continuous learning, we ensure that our emerging leaders are well-prepared to drive success and innovation within the organisation.

•    Regular Learning Reinforcement Sessions

To ensure sustained engagement and knowledge retention, the Company conducts regular sessions designed to reinforce learning and foster continuous employee engagement. These sessions serve as a platform for employees to revisit key concepts, share insights, and apply new skills in practical scenarios, thereby solidifying their understanding and enhancing overall performance.

Recognition & Values•    Amber Work Warrior Awards Celebrating Exceptional Employees

In recognition of their outstanding contributions, the Company honoured its top 10 employees who consistently exemplify the core values of teamwork, dedication, and positivity. These individuals have gone above and beyond in their roles, fostering a collaborative environment, demonstrating unwavering commitment, and uplifting their colleagues with their positive attitudes. Their exemplary performance serves as an inspiration to all, reinforcing the Company's culture of excellence and mutual support.

•    Republic Day - Fighting Spirit Demonstration Demonstrating Resilience and Determination

Employees consistently showcased resilience and determination, embodying Amber's core value of the fighting spirit. Their unwavering commitment and adaptability in the face of challenges have been instrumental in driving the Company's success and fostering a culture of perseverance and excellence.

Festivals & Cultural Celebrations•    Diwali - Best Plant Decoration

Your Company fosters a vibrant and inclusive workplace by embracing cultural diversity and celebrating creativity across all facilities. Employees are encouraged to express their unique cultural identities through thoughtfully curated decorations and artistic displays, enriching the work environment and promoting mutual respect. In addition, the Company recognises and honours outstanding creativity through various initiatives, ensuring that innovative ideas and artistic contributions are celebrated and valued.

•    Environment Day - Neem Tree Distribution

Your Company is committed to fostering a positive and environmentally conscious workplace. Employees actively participated in initiatives such as tree planting, sustainability workshops, and eco-friendly challenges, reflecting the Company's dedication to both environmental stewardship and a vibrant organisational culture. These efforts not only contribute to a healthier planet but also enhance team morale and engagement.

•    Krishna Janmashtami

Your Company actively promotes creativity and family engagement by organising events that invite employees and their children to participate in artistic and innovative activities. These initiatives not only foster a sense of community but also allow families to experience the workplace environment together, strengthening bonds and enhancing employee satisfaction.

•    Independence Day - Cross-Region Culture Activity Your Company proudly celebrated India's rich cultural tapestry by organising vibrant showcases representing the diverse traditions of Gujarat, South India, Bengal, and Kashmir. These events featured traditional attire, folk dances, music, and culinary delights, offering employees a unique opportunity to experience and appreciate the regional heritages that contribute to India's unity in diversity. Such initiatives not only foster inclusivity but also strengthen the sense of community within the organisation.

Diversity & Inclusion ^

•    Mother's Day

Your Company commemorated significant employee milestones with heartfelt celebrations at each of our facilities. These events featured cake cutting ceremonies and the presentation of thoughtful gifts, fostering a sense of unity and appreciation among our teams. Such initiatives not only recognise individual achievements but also reinforce our commitment to a collaborative and supportive work environment.

•    International Women's Day

Your Company recognises the invaluable contributions of its female employees by organising special outings, celebratory lunches, and presenting thoughtful gifts. These initiatives are designed to honour their dedication and foster a sense of appreciation and belonging within the organisation.

•    Teej Festival

Cultivating a Joyful and Inclusive Atmosphere, Your

Company has fostered a vibrant workplace culture by implementing a flexible dress code and organising engaging activities that promote inclusivity and team

spirit. Employees are encouraged to express their individuality through attire, while participating in fun events that strengthen bonds and enhance morale. This approach not only breaks the monotony of daily routines but also creates a dynamic environment where creativity and collaboration thrive.

Creating a New Performance Culture & Employee Motivation Initiatives

In your Company, performance is seen as the collective outcome of value creation across the organisation. The leadership team has instilled a culture of continuous performance measurement and accountability, where each month is regarded as an opportunity to achieve and exceed expectations.

This disciplined and proactive approach has contributed to a remarkable improvement in overall Company performance over the past two years, serving as a strong testament to the effectiveness of this mindset. As a result, the organisation has fostered highly engaged, motivated, and achievement driven teams, aligned with the Company's strategic objectives.

Key Initiatives Driving Performance Culture

•    Monthly Performance Tracking

Performance is monitored regularly, fostering accountability and encouraging consistent achievement across all levels.

•    Leadership-Driven Culture

Senior management plays a pivotal role in reinforcing performance expectations and celebrating milestones. Employee Motivation & Engagement Measures

•    Amber Buddy Program

An initiative designed to welcome and support new joiners while fostering appreciation and camaraderie among team members.

•    Recognition & Appreciation

Regular acknowledgment of individual and team

contributions helps build morale and reinforce a culture of excellence.

Promoting Inclusivity & Gender Diversity

•    Inclusive Talent Strategy

The Company is committed to building a more inclusive

workforce, with gender diversity as a key focus area.

•    Targeted Goals

Specific targets have been set to increase women's participation in the workforce over the next three years.

•    Supportive Policies & Programs

Initiatives are being implemented to create a more diverse and equitable workplace, including mentorship, flexible work arrangements, and leadership development for women.

Elevating Employee Engagement to the Next Level

Your Company continues to build on its rich legacy of nurturing talent and fostering a vibrant, inclusive work culture. The Company's commitment to employee engagement is reflected in its innovative platforms, cultural initiatives, and values-driven HR practices.

Leadership Through Innovation

One of the flagship engagement forums, “Leadership through Innovation," is a national level competition that invites

employees from all locations to showcase their creativity and problem solving skills. This initiative encourages employees

to challenge the status quo and contribute to the Company's innovation journey, reinforcing a culture of continuous improvement and bold thinking.

Cultural & Social Programs

Throughout the Financial Year, your Company organizes various cultural and social events that:

•    Recognize and celebrate employee talent,

•    Foster camaraderie and team spirit,

•    Promote a strong sense of belonging within the organization.

These programs play a vital role in building a cohesive and motivated workforce.

Safe & Supportive Work Environment ^

Guided by strong values and robust HR policies, your Company is committed to providing a safe, respectful, and growth oriented workplace. The Company maintains an environment free from physical, verbal, and sexual harassment, ensuring dignity and fairness for all employees.

Talent Development & Training

Believing that competent and committed human resources are key to organisational success, your Company places great emphasis on:

•    Attracting high quality talent,

•    Providing targeted training on skills and behavioural competencies,

•    Creating ample opportunities for career growth and exploration.

Sports & Team Building Activities

To promote teamwork and a healthy competitive spirit, your Company organises:

•    Annual sports events

•    Cricket matches

•    Interactive games and contests

These activities enhance employee bonding and contribute to a dynamic workplace culture.

Industrial Relations

Your Company maintained cordial and harmonious industrial relations across all levels during the Financial Year, reflecting its commitment to transparency, mutual respect, and collaborative growth.

INDUSTRIAL RELATIONS

Your Company maintained harmonious industrial relations

throughout the Financial Year under review. Strong employee relations practices, a collaborative working approach, and a vibrant organisational culture have collectively contributed to fostering a positive and productive work environment. This culture of mutual respect and care has created a win win situation for both employees and the Organisation, supporting engagement, motivation, and long-term retention. The Company's consistent focus on employee well-being and transparent communication has played a key role in sustaining a harmonious atmosphere across all business units.

INVESTOR RELATIONS ENGAGEMENT

Your Company continues to uphold its commitment to excellence

in Investor Relations (IR) by engaging proactively with both domestic and international investors through a structured and transparent approach. Engagement activities include:

•    Periodic one-on-one and group meetings with investors and analysts;

•    Participation in domestic and global investor conferences;

•    Quarterly earnings calls;

•    The Annual Analyst Meet, featuring interactions with

the Executive Chairman & Chief Executive Officer, Whole Time Director, Managing Director, Executive Directors, and Business Divisional Heads.

In addition to earnings calls and event specific communications, your Company engaged with a wide range of Indian and international investors and analysts throughout the year. These interactions foster deeper understanding and trust, while also reflecting the Company's commitment to adopting emerging best practices in Investor Relations.

Your Company firmly believes in building long term relationships based on mutual respect and transparency, consistently leading from the front in IR practices.

To ensure equitable access to key corporate information, all material disclosures, financial updates, and investor communications are promptly uploaded and made available on the Company's website at www.ambergroupindia.com.

ANNUAL RETURN

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return of the Financial Year 2024-25 is available under the “Investors relations" section of the Company's website, www.ambergroupindia.com and can be viewed at the following link: https:Zwww.ir.ambergroupindia.com/financial-information/#annual-reports.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial Year under review, your Company has duly complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

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

The information as required under Section 134 (3) (m) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, is annexed as "Annexure - I" and it forms part of this Annual Report.

STATUTORY DISCLOSURE

Your Directors state that during the Financial Year under review, since there were no transactions/events with respect to the items as mentioned herein below, hence no disclosure or reporting is required in respect of the same :

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

2.    Issue of shares (including sweat equity shares) to employees of your Company under any scheme, save and except ESOS referred to in this report.

3.    Buy back of shares or under Section 67(3) of the Act.

4.    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.

5.    No application was filed for Corporate insolvency resolution process under “The Insolvency and Bankruptcy Code, 2016" by a financial or operational creditor or by your Company itself during the period under review.

6.    No instance of a one time settlement with any Bank or Financial Institution.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134(3)(c) and Section 134(5) of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them :

(a)    in the preparation of the annual accounts for the Financial Year ended 31^st March 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(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 at the end of the Financial Year and of the profit and loss of the Company for that period;

(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 preventing and detecting fraud and other irregularities;

(d)    the Directors have prepared the annual accounts for the Financial Year ended 31^st March 2025, on a going concern basis;

(e)    the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial

controls are adequate and were operating effectively;

(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.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this report i.e. between 01^st April 2025 to 12^th July 2025, except those included in this report.

GREEN INITIATIVE AND ELECTRONIC COMMUNICATION TO SHAREHOLDERS

In support of environmental sustainability, your Company has implemented the “Green Initiative", facilitating the electronic delivery of notices, documents, and annual reports to shareholders.

Electronic copies of the Annual Report for the Financial Year 2024-25 and the Notice of the 35^th Annual General Meeting (“35^th AGM") are being sent to all members whose e-mail addresses

are registered with the Company or their respective Depository Participant(s) as on the record date, Friday, 11^th July 2025. Members who have not yet registered their e-mail addresses are requested to update their e-mail IDs with Company/their respective Depository Participant(s)/RTA of the Company at the earliest, to support this eco- friendly initiative.

E-VOTING FACILITY

Pursuant to the provisions of Section 108 of the Act, and the rules framed thereunder, the Company is providing e-Voting facility to all its members to enable them to cast their votes electronically on the resolutions set forth in the Notice of the 35^th AGM.

The e-Voting period will commence at 9:00 A.M. (IST) on Friday,

8^th August 2025, and will conclude at 5:00 PM (IST) on Sunday, 11^th August 2025. Detailed instructions for e-Voting are provided in the Notice of the 35^th AGM.

AVAILABILITY OF SUBSIDIARY FINANCIAL STATEMENTS

In alignment with the principles of the Green Initiative, and with a view to reducing paper consumption, the Company has decided to discontinue the practice of printing the financial statements of its subsidiary(ies) as part of the Annual Report.

However, the audited financial statements of the subsidiary companies, along with the respective Auditors' Reports, are available for download on the Company's website at https:/ www.ir.ambergroupindia.com/financial-information/#annual-reports.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY EMPLOYEES

No disclosure is required under Section 67(3) of the Act, in respect of voting rights not exercised directly by the employees

of the Company as the provisions of the said Section is not applicable.

CAUTIONARY STATEMENT

The Board's Report and Management Discussion & Analysis Report may include certain statements that are forward looking in nature, reflecting the Company's current expectations, objectives, projections, or forecasts, as defined under applicable securities laws and regulations. These statements are based on certain assumptions and are subject to known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied.

The Company undertakes no obligation to update or revise any forward looking statements, whether as a result of new information, future events, or otherwise.

Key factors that may impact the Company's operations include, but are not limited to, economic developments, demand supply dynamics and pricing in domestic and international markets, changes in government regulations and tax laws, ongoing or potential litigation, and industrial relations issues.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company affirms its full compliance with the provisions of the Maternity Benefit Act, 1961. We are committed to supporting the health, well-being, and rights of our women employees during maternity by providing all statutory benefits and protections as mandated under the Act.

The Company has systems in place to monitor compliance and ensure that all eligible employees receive their entitlements in a timely and respectful manner.

AWARDS AND RECOGNITION

During the Financial Year 2024-25, multiple sites within the AC Division were recognized and awarded for their exemplary achievements

across key pillars of industrial innovation and operational excellence.

These accolades underscore the division's unwavering commitment to driving transformative change through the following strategic

focus areas:

•    Innovation in Energy Efficiency: Awarded sites successfully implemented advanced energy-saving technologies and best practices, significantly reducing energy consumption and supporting broader sustainability goals.

•    Low Cost Automation ("LCA"): Cost-effective and creative automation solutions were deployed to enhance productivity, minimize manual intervention, and improve process reliability achieved without significant capital investment.

•    Digitalisation, Robotics, and Automation: Recognized sites adopted cutting-edge digital tools, robotics, and intelligent automation systems to streamline operations, boost product quality, and enable data driven decision making.

•    Integrated Manufacturing Excellence Initiatives: Through a holistic approach, these sites demonstrated outstanding performance in quality, operational efficiency, and continuous improvement.

ACKNOWLEDGEMENT

Your Company's organizational culture is embedded and engrossed with professionalism, integrity and continuous improvement across all its functions.

The Board of Directors place on record, their sincere thanks to the shareholders and investors of the Company for the trust reposed in the Company over the past several years. Their involvements is greatly valued. The Directors look forward to your continuing support. Your Directors would also like to express their appreciation for the assistance, guidance and co-operation provided by various government authorities, the banks/financial institutions, business associates, stock exchanges and other stakeholders such as members, customers, suppliers, and ancillary undertakings for their cooperation and assistance.

The Company's executives, staff and workers are instrumental in the Company scaling new heights year after year, and their commitment and contribution is deeply acknowledged. Shareholders' involvements are greatly valued. The Board look forward to your continuing support.

The Board would like to reiterate its commitment to continue to build the organization into a truly worldclass enterprise in all aspects.

---

Mar 31, 2023

Your Directors take immense pleasure in presenting the 33^rd ANNUAL REPORT of the Company along with the Audited Standalone & Consolidated Financial Statements for the financial year ended 31 March 2023. The consolidated performance of the Company and its Subsidiaries have been referred to wherever required.

FINANCIAL SUMMARY / PERFORMANCE OF THE COMPANY (STANDALONE & CONSOLIDATED)

The standalone and consolidated financial highlights of your Company are as under:

(Amt in lakh)
Particulars	Standalone		Consolidated
	For the financial year ended		For the financial year ended
	31 March	31 March	31 March	31 March
	2023	2022	2023	2022
Revenue from operations	5,02,272.58	3,13,760.43	6,92,709.51	4,20,639.73
Other Income	4,842.15	3,298.61	5,266.18	3,323.22
Total Income from operations	5,07,114.73	3,17,059.04	6,97,975.69	4,23,962.95
Profit/Loss Before Depreciation, Finance Costs, Exceptional items and Tax Expenses	25,712.22	18,589.55	47,059.5	30,861.49
Less: Depreciation/ Amortisation/ Impairment	9,970.93	7,951.99	13,911.70	10.790.63
Profit/Loss Before Finance Costs, Exceptional items and Tax Expenses	15,741.29	10,637.56	33,147.8	20,070.86
Less: Financial Costs	9,110.10	3,657.96	11,182.43	4,643.71
Profit/Loss Before Exceptional items and Tax Expenses	6,631.19	6,979.60	21,965.37	15,427.15
Add/(less): Exceptional items	-	-	-	-
Profit Before Tax (PBT)	6,631.19	6,979.60	21,965.37	15,427.15
Less: Taxes (current & deferred)
Current Tax	1,596.95	1,215.57	5,164.71	3,087.72
Deferred Tax	142.29	954.01	423.10	1,207.13
Profit After Tax (PAT)	4,891.95	4,810.02	16,377.56	11,132.30
Profit/Loss for the year	4,891.95	4,810.02	16,377.56	11,132.30
Total Comprehensive Income/ Loss	4,378.67	5,279.71	15,992.33	11,656.65
Earnings Per Equity Share (?)
Basic	14.52	14.28	46.66	32.41
Diluted	14.52	14.28	46.66	32.41

FINANCIAL HIGHLIGHTS STANDALONE LEVEL

During the financial year 2022-23, your Company clocked total revenue from operations of '' 5,02,272.58 lakh as compared to '' 3,13,760.43 lakh in financial year 2021-22 at Standalone level with an year on year jump of 60.08%

The profit after tax (PAT) of the Company for the financial year 2022-23 stood at '' 4,891.95 lakh as compared to '' 4,810.02 lakh in the financial year 2021-22.

CONSOLIDATED LEVEL

During financial year 2022-23 your Company clocked total revenue from operations of '' 6,92,709.51 lakh during financial year 2022-23, as compared to '' 4,20,639.73 lakh

in financial year 2021-22 at Consolidated level with an year on year jump of 64.68%.

The profit after tax for the financial year 2022-23 was '' 16,377.56 lakh as compared to '' 11,132.30 lakh in the financial year 2021-22.

On consolidated and standalone basis the capital expenditure on tangible assets, including rights of use of assets but excluding assets acquired pursuant to business combination, was made of '' 72,653.82 lakh and '' 54,129.45 lakh respectively and;

No material changes or commitments have occurred between the end of the financial year and the date of this Report which affect the financial statements of the Company in respect of the reporting year.

Your Company''s ranking in terms of market Capitalisation is 429 as on 31 March 2023 on National Stock Exchange of India Ltd. & BSE Ltd.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the financial year 2022 - 23, are prepared in compliance with applicable provisions of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 ("the Act"), Indian Accounting Standards ("Ind AS") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ["SEBI Listing Regulations"]. The Audited Consolidated financial statements of your Company for the financial year ended 31 March 2023 forms part of The Annual Report.

CREDIT RATING

There is no change in credit ratings of the Company, the last credit ratings given by CRISIL and ICRA Limited are mentioned herein below :

CRISIL	Rating Action
Total Bank Loan	'' 1,285 Crore (Enhanced from '' 935
Facilities Rated	Crore)
Long term rating	CRISIL AA-/Stable (Upgraded from ''CRISIL A to ''Stable’)
Short term rating	CRISIL A1 (Upgraded from ''CRISIL A1 '')
7 Crore = 10 Mn

ICRA Limited

The Rating Committee of ICRA, has assigned a long-term rating of [ICRA] AA- (pronounced ICRA double A minus) ("Rating") to Amber Enterprises India Limited ("Amber"). The Outlook on the long-term rating is "Stable". The details of rating action are mentioned below:

Rating Action
Instrument	Current Rated Amount	Rating Action
Issuer Rating	-	[ICRA] AA-(stable)
Total

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the financial year 2022 - 23 under review, there was no change in the nature of business of the Company.

CHANGE IN SHARE CAPITAL STRUCTURE

During the year under review, there has been no change in the authorised share capital and issued and paid-up share capital of your Company.

The Authorised Share Capital of the Company is '' 45,00,00,000/- (Rupees Forty Five Crore only) divided into 45000000 (Four Crore Fifty lakh) equity shares of '' 10/-(Rupees Ten) each.

The issued and paid-up share capital of the Company as on 31 March 2023 was '' 33,69,37,310 divided into 3,36,93,731 equity shares of '' 10/- (Rupees Ten) each.

The Company has only one class of equity shares with face value of '' 10/- (Rupees Ten) each, ranking pari passu.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The Board of Directors have not recommended any Dividend for the financial year 2022 - 2023, due to high strategic capital expenditure incurred by the Company in financial year 2022-2023, being eligible for PLI as well as other segments, to capitalise the growth opportunities and strengthening the product portfolio.

The Board of Directors of your Company had approved and adopted the Dividend Distribution Policy containing all the necessary details as required by the SEBI Listing Regulations. The Dividend, if any shall be payable in accordance with the Dividend Distribution Policy, which is available on the website of your Company at http://www. ambergroupindia.com/dividend-distribution-policy/ and is also provided as "Annexure - A".

There has been no change in the said policy during the year under review.

CAPACITY EXPANSION, NEW PROJECTS & STRATEGIC ALLIANCES

In the financial year 2022-23, your Company strategically diverged its resources on capitalising opportunities with focus on growth alongwith strengthening and diversifying the product portfolio.

Your Company as a Group has augmented its overall manufacturing capacity of all plants across the country from 23 to 27 and optimized its capacity utilization.

During the financial year, the Company at group level, started and expanded 5 (Five) new manufacturing facilities for expanding Room Air Conditioners and Components capacities alongwith geographical reach, one in Sri City (Andra Pradesh), second in Supa (Maharashtra), third in Rudrapur (Uttarakhand), fourth in Thiruvallur (Chennai) of our subsidiary Pravartaka and fifth of Kanchipuram, (Tamil Nadu) of our material subsidiary IL JIN.

CAPACITY EXPANSION

(i) Sri City (Andra Pradesh)

Amber’s Sri City plant is a facility wherein the Company is manufacturing ACs with backward integration

of Sheet Metal components, Moulding and Heat Exchangers and mass production has started in the month of January 2023.

(ii) Amber Supa (Maharashtra)

Amber’s Supa plant is situated in Pune, Maharashtra, wherein the Company in Phase 1 has started manufacturing Heat Exchangers, Press shop, Weld shop, Paint shop, TPP and in Phase 2 has set-up an Indoor Unit Line and Outdoor Unit Line and Moulding Shop and mass production has started in the month of December, 2022.

(iii) Amber Rudrapur (Uttarakhand)

Amber’s Rudrapur plant is a leased facility, wherein the Company is manufacturing Sheet Metal components, Copper System Tubing and mass production has started in the month of January, 2023.

(iv) IL JIN (Chennai)

IL JIN Chennai plant is situated in Sriperumbudur, Thiruvallur, it is a leased premises wherein the Company is manufacturing PCBA for Air Conditioners and other Consumer durable products and the mass production has started in the month of November 2022.

(v) Pravartaka (Chennai)

Pravartaka Chennai plant is situated in Kanchipuram, Tamil Nadu, it is a leased premises wherein the Company is manufacturing Injection moulding Components and the mass production has started in the month of October 2022.

? STRATEGIC ALLIANCES

As part of the Amber group’s growth strategy, Sidwal Refrigeration Industries Private Limited ("SIDWAL"), the material unlisted subsidiary of your Company has entered into a Technology License Agreement with respect to Intercar Gangways Systems or passenger coaches / EMU / metro excluding LRV / Monorail and Door Systems with Ultimate Group having its presence across the globe with multiple manufacturing facilities bases in USA, Europe, Australia and China and is one of the world’s leading manufacturers of Intercar Gangways Systems and Door Systems for Railway Vehicles.

Further, SIDWAL also has entered into a Technology License Agreement with respect to Automatic Door Systems for internal doors with a Company specialized in the design, manufacturing, and development of door systems for the transit industry.

? NEW PROJECTS UNDER PROCESS

Amber is focussed on expanding its market horizon in the rapidly expanding air conditioning market and it is also tapping new segments viz automation, smart electronics and home appliances for meeting the increasing consumer demands.

As a responsible corporate, your Company is releasing its first Annual Report encompassing ESG (Environment, Social and Governance) aspects. Longterm strategy has been formulated with the objective of making your Company one of the leaders in ESG and target to establish a resilient business eco-system.

? GLOBAL REACH

Your Company’s (including its subsidiaries) footprints have increased to Middle East and USA markets outside India.

? INNOVATION RESEARCH & DEVELOPMENT

Your Company is expanding the base in innovation inside its ecosystem. It has a dedicated in-house research and development department and in the last few years there has been a strong focus to foster innovation inside the Company.

? SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES

Your Company has following subsidiaries and it regularly monitors the performance of these companies.

? WHOLLY OWNED SUBSIDIARIES

1. PICL (India) Private Limited

2. Appserve Appliance Private Limited

3. Sidwal Refrigeration Industries Private Limited

4. Amber Enterprises USA Inc.

? SUBSIDIARIES

1. IL JIN Electronics (India) Private Limited

2. EVER Electronics Private Limited.

3. AmberPR Technoplast India Private Limited (Formerly known as Pasio India Private Limited)

4. Pravartaka Tooling Services Private Limited The financial statements of subsidiary companies are available on the website of the Company viz www. ambergroupindia.com. The Company shall make available the financial statements of these subsidiaries to any member of the Company who may be interested in obtaining the same. The consolidated financial statements prepared in accordance with applicable accounting standards and presented by the Company in this annual report includes the financial results of its subsidiary companies.

Wholly Owned Subsidiaries PICL (India) Private Limited ("PICL")

PICL is a wholly owned subsidiary of your Company. It was incorporated as a Private Limited Company on 13 September 1994 under the provisions of Companies Act, 1956 and it was acquired by the Company in the year 2012. It undertakes the business of manufacturing various kinds of fractional horse power motors for WACs, SACs, Commercial air conditioners and other applications.

During financial year 2022 - 23, PICL has reported total revenue of '' 30,709 lakh and a Net Profit of '' 1,500 lakh.

Appserve Appliance Private Limited (“Appserve")

Appserve is a wholly owned subsidiary of your Company. It was incorporated as a Private Limited Company on 4 December 2017 under the provision of the Companies Act, 2013 with the object of carrying out the business of manufacture, repair, maintenance, installation, assembly and routine servicing activities of all kinds of white goods i.e. RACs, washing machines, refrigerators, consumer durables and other similar equipment and components and to establish repair shops for the same along with other related activities.

During financial year 2022 - 23, Appserve has reported total revenue '' Nil lakh and booked a net loss of '' 1.60 lakh. Sidwal Refrigeration Industries Private Limited (“Sidwal")

Sidwal is a material wholly owned subsidiary of your Company. It was incorporated as a Private Limited Company on 16 August 1965 under the provisions of Companies Act, 1956 and it was acquired by the Company in two tranches in the years 2019 and 2020.

It is engaged in the business of manufacturing and sale of Heating, Ventilation and Air Conditioning equipment for railways, metros, Defence, bus, telecom, commercial refrigeration and related components for private and government customers.

During financial year 2022 - 23, Sidwal has reported total revenue of '' 42,245 lakh and a Net profit of '' 7,426 lakh. Amber Enterprises USA Inc.

Amber Enterprises USA Inc., is a wholly owned foreign subsidiary of your Company. It was incorporated as a corporation under the United States Corporate Law, in the state of Delaware.

It is majorly engaged in the business of sales and marketing alongwith trading activities.

During financial year 2022 - 23, Amber Enterprises USA Inc. has reported total revenue of '' 224.73 lakh and a Net profit of '' 23.80 lakh.

Subsidiaries

IL JIN Electronics (India) Private Limited (“IL JIN")

IL JIN is a material subsidiary of your Company. It was incorporated as a Private Limited Company on 11 September 2001 under the provisions of Companies Act, 1956. Your Company currently holds 70% equity stake in IL JIN and 30% equity stake is held by Mr. Hyun Chul Sim and Ms. SU A Lee.

IL JIN is engaged in the business of manufacturing, assembling, purchasing, selling, dealing, distributing, importing and exporting of electronic assembled printed circuit boards for Air conditioners and all kind of Wearable products- including but not limited to Smart Watches and Smart Band, Hearable products- including but not limited to TWS and Neckband, Telecom products - including but not limited to RRH ONT, OLT, Setup Box, IT products - including but not limited to Laptop, Tablets, Charger and Power Bank, Audio products - including but not limited to Bar Speaker, Trolley speaker and Electric Vehicles - including but not limited to EV Charger, EV Controller etc.

During financial year 2022 - 23, IL JIN has reported total revenue of '' 88,039 lakh and a Net profit of '' 1,140 lakh. Ever Electronics Private Limited (“EVER")

EVER is a subsidiary of your Company. It was incorporated as a Private Limited Company on 2 August 2004 under the provisions of Companies Act, 1956. Your Company holds 70% equity stake in EVER and 30% equity stake is held by Mr. Hyun Chul Sim.

EVER is engaged in the business of assembly of electronics printed circuit boards for Air conditioners and other consumer durables, electronics and automobiles.

During financial year 2022 - 23, EVER has reported total revenue of '' 29,691 lakh and a Net profit of '' 1,120 lakh. AmberPR Technoplast India Private Limited (“AmberPR") AmberPR is a subsidiary of your Company. It was incorporated as a Private Limited Company on 19 July 2013 under the provisions of Companies Act, 2013. Your Company holds 73% equity stake in AmberPR and 27% equity stake is held by Mr. Pankaj Kumar Rustagi and Ms. Rashmi Rustagi.

AmberPR is engaged in the business of manufacturing of (i) cross flow fans and its plastic parts; (ii) fans and fan guard for outdoor units of room air conditioners; (iii) plastic parts for water dispenser and refrigeration applications (other than automobile industry) and (iv) plastic parts for seats of trucks, tractors and buses.

During financial year 2022 - 23, AmberPR has reported total revenue of '' 11,118 lakh and a Net profit of '' 231 lakh. Pravartaka Tooling Services Private Limited (“Pravartaka")

Pravartaka Tooling Services Private Limited is a subsidiary of your Company. It was incorporated as a Private Limited Company on 27 April 2021 under the provisions of Companies Act, 2013. Your Company holds 60% equity stake in Pravartaka and 40% equity stake is held by Mr. Anil Sangwan and Mr. Aakash Sangwan.

Pravartaka is engaged in the business of manufacturing of injection mould tool manufacturing and injection moulding components manufacturing for various industries.

During financial year 2022 - 23, Pravartaka has reported total revenue of '' 17,146 lakh and a Net profit of '' 440 lakh. None of the above named wholly owned subsidiaries and subsidiaries declared any Dividend during the financial year 2022-23.

A statement containing salient features of financial statements of each subsidiary of the Company is provided in Form AOC - 1 as “Annexure - B" and it forms part of this Annual Report and the consolidated financial statements of the Company for the financial year ended 31 March 2023.

In accordance with Section 136 of the Act, the audited financial statements including the consolidated financial statements and related information of your Company and separate audited accounts of subsidiaries including our foreign subsidiary are available on the website of your Company at www.ambergroupindia.com.

Your Company does not have any associate companies or joint ventures for the financial year 2022 - 23. There are no companies which have ceased to be its subsidiaries, joint ventures or associates companies during the financial year.

MATERIAL SUBSIDIARIES

The Board of Directors of your Company (''the Board’) has approved and adopted a policy for determining material subsidiaries in accordance with the provisions of Regulation 16(c) of SEBI Listing Regulations. The policy on material subsidiary has been uploaded on the website of the Company and it can be viewed at the Web-link: https:// www.ambergroupindia.com/policy-for-determination-of-material-subsidiary-and governance-of-subsidiary/

As on 31 March 2023, IL JIN Electronics (India) Private Limited ("IL JIN") and Sidwal Refrigeration Industries Private Limited ("SIDWAL"), subsidiaries of your Company, were unlisted material subsidiaries, as per SEBI Listing Regulations. In terms of the provisions of Regulation 24(1) of the SEBI Listing Regulations, appointment of one of the Independent Directors of your Company on the Board of unlisted material subsidiaries was applicable only to said subsidiaries.

Independent Audit Reports of the material subsidiaries are available on the website of your Company. The Secretarial Audit report of these material subsidiaries does not contain any qualification, reservation or adverse remark or disclaimer. The Company monitors performance of subsidiary companies, inter alia, by the following means:

• Financial statements, in particular investments made by subsidiary companies, are reviewed quarterly by your Company’s Audit Committee;

• Minutes of Board meetings of subsidiary companies are placed before the Company’s Board regularly;

• A statement containing all significant transactions and arrangements entered into by subsidiary companies is placed before the Company’s Board;

• The Company’s Policy for determining Material Subsidiaries is available on the website of the Company and can be accessed at Web-link: http: https://www. ambergroupindia.com/policy-for-determination-of-material-subsidiary-and-governance-of-subsidiary/

Furthermore, pursuant to Regulation 24(A) of SEBI Listing Regulations, as amended read with Guidance note on Annual Secretarial Compliance Report issued by Institute of Company Secretaries of India and various circulars issued by SEBI, the Secretarial Audit report (MR-3) of Material Unlisted Subsidiaries i.e. IL JIN and SIDWAL forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors (the "Board") of your Company are responsible for and are committed to sound principles of Corporate Governance in your Company. The Board’s focus is on the formulation of business strategies, policies and robust control systems. The Board provides strategic guidance and direction to your Company in achieving its business objectives and protecting the interest of the stakeholders.

Matters reserved for the Board are those affecting your Company’s overall strategic policies, finances and shareholders. These include, but are not restricted to, deliberation of business plans, risk management, internal control, preliminary announcements of interim and final financial results, dividend policy, annual budgets, major corporate activities such as material acquisitions and disposals and connected transactions.

Your Company has a professional Board with right mix of knowledge, skills and expertise with an optimum

combination of Executive, Non-Executive and Independent Directors including one Woman Director.

Directors and Key Managerial Personnel who were Appointed/Re-appointed or have resigned during the Year

APPOINTMENT AND RE-DESIGNATION OF MR. JASBIR SINGH (DIN: 00259632) AS WHOLE TIME DIRECTOR, DESIGNATED AS EXECUTIVE CHAIRMAN & CHIEF EXECUTIVE OFFICRE AND WHOLE TIME DIRECTOR OF THE COMPANY

Mr. Jasbir Singh, has been serving the Board of the Company as a Director, since 1 October 2004 and he has been serving as the Chairman and Chief Executive Officer of the Company since 25 August 2017. He has played an instrumental role in the growth of Amber. Mr. Jasbir Singh is having more than 20 years of experience in the RAC & B2B manufacturing sector. Mr. Jasbir Singh has played an Instrumental role in driving growth through organic and in organic acquisitions.

Under Mr. Jasbir Singh leadership, the Amber Group has grown its manufacturing footprints from single plant to (27) twenty-seven manufacturing locations in 20 years and transformed the Company into diversified unique B2B solution provider in the space of Room Air Conditioners & Commercial Air Conditioners, HVAC solutions to Indian Railways, Metros, Buses, Defense & precision air conditioners, Motors for Air Conditioner, PCB assemblies for various consumer durable, electronic & Automobile segment and various Components like sheet metal components, injection moulding components, heat exchangers etc. for various industries.

Further, during the last decade under Mr. Jasbir Singh astute Guidance, the Company growth has augmented from 876 Crore to 6972 Crore with approx. 700 per cent upsurge. Hence, on the recommendations of the Nomination and Remuneration Committee, Mr. Jasbir Singh was appointed and re-designated as the Whole Time Director of the Company, designated as Executive Chairman & Chief Executive Officer and Whole Time Director of the Company for a term of five (5) years with effect from w.e.f 16 May 2023.

The resolution for his appointment and re-designation by the shareholders of the Company, forms part of the Notice of 33rd Annual General Meeting of the Company.

DIRECTORS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of the Act, not less than 2/3^rd (two-third) of the total number of directors of the Company (other than Independent Directors and Nominee Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation and one-third of such of the directors for the time being are liable to retire by rotation at every subsequent annual general meeting. Accordingly, pursuant to the Act read with Articles of Association of your Company, Mr. Daljit Singh (DIN: 02023964) been longest in office is liable to retire by rotation and, being eligible, offers himself for reappointment.

CHANGE IN DESIGNATION OF MR. JASBIR SINGH AND MR. DALJIT SINGH FROM NON EXECUTIVE DIRECTORS TO WHOLE TIME DIRECTOR IN SIDWAL REFRIGERATION INDUSTRIES PRIVATE LIMITED (SIDWAL'') - THE MATERIAL WHOLLY OWNED SUBSIDIARY OF THE COMPANY W.E.F. 1 FEBRUARY 2023.

Mr. Jasbir Singh and Mr. Daljit Singh were re-designated/ appointed as Whole Time Directors in the Material Subsidiary of the Company, Sidwal Refrigeration Industries Private Limited for a term of 5 (Five) years, with effect from 1 February 2023 till 31 January 2028.

CHANGE IN DESIGNATION OF MR. JASBIR SINGH AND MR. DALJIT SINGH FROM EXECUTIVE DIRECTORS TO NON EXECUTIVE DIRECTORS AND WITHDRAWAL OF REMUNERATION IN PICL (INDIA) PRIVATE LIMITED

Mr. Jasbir Singh and Mr. Daljit Singh were re-designated from Executive Directors to Non Executive Directors in PICL (India) Private Limited - wholly owned subsidiary of the Company and their remuneration had been withdrawn in PICL w.e.f. 1 February 2023.

APPOINTMENT OF MS. KONICA YADAV AS A WHOLE TIME COMPANY SECRETARY IN SIDWAL REFRIGERATION INDUSTRIES PRIVATE LIMITED.

In order to adhere better compliances as per the Act and as per Section 203 of the Act, read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Ms. Konica Yadav, the Company Secretary and Compliance officer of the Company has been appointed as Whole Time Company Secretary in Sidwal Refrigeration Industries Private Limited (''Sidwal’) - the Material Wholly Owned Subsidiary of the Company w.e.f. 1 February 2023. None of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other statutory authority.

Key Managerial Personnel ("KMP")

In accordance with the provisions of Section 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following are the the Key Managerial Personnel(s) of your Company as at 31 March 2023 :

1.	Mr. Jasbir Singh	Executive Chairman & Chief Executive Officer and Whole Time Director
2.	Mr. Daljit Singh	Managing Director
3.	Mr. Sanjay Arora	Chief Executive Officer of a Division
4.	Mr. Udaiveer Singh	Chief Executive Officer of a Division
5.	Mr. Sachin Gupta	Chief Executive Officer of a Division
6.	Mr. Sudhir Goyal	Chief Financial Officer
7.	Ms. Konica Yadav	Company Secretary and Compliance Officer

Declaration from Independent Directors

Your Company has received declarations from all the Independent Directors confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of Section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations.

In opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made thereunder and SEBI Listing Regulations and are independent of the management.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnels formulated by the Company.

BOARD MEETINGS

Your Company holds minimum of 4 (Four) Board meetings in each calendar year with a gap of not more than one hundred and twenty days between any two consecutive Meetings. Additional meetings of the Board/ Committees are convened as may be necessary for proper management of the business operations of your Company.

The agenda alongwith the requisite annexures and Notice for the Meetings is prepared and circulated in advance to the Directors. The Board of Directors of your Company met 5 (Five) times during the financial year 2022-23 i.e. on 13 May 2022, 18 May 2022, 9 August 2022, 21 October 2022 and 23 January 2023.

The necessary quorum was present at all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Act. A detailed update on the Board & its Committees, composition thereof, number of meetings held during financial year 2022-23 and attendance of the Directors at such meeting is provided in the Section "Board of Directors" of "Corporate Governance Report" of this Annual Report.

BOARD COMMITTEES MEETINGS

The Board has delegated part of its functions and duties to an Executive committee and day-to-day operational responsibilities are specifically delegated to the management.

Further, the Board had duly constituted following Committees, which are in line with the provisions of applicable laws:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Corporate Social Responsibility Committee

D. Stakeholders’ Relationship Committee

E. Risk Management Committee

F. Business Responsibility & Sustainability Committee

A detailed update on the composition, number of meetings, attendance and terms of reference of aforesaid Committees are provided in the section "Committees of the Board" of "Corporate Governance Report" of this Annual Report.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

As per Schedule IV of the Act, Secretarial Standards-1 (''SS-1’) read with the Guidance Note on SS-1 and SEBI Listing Regulations, one meeting of Independent Directors of the Company was duly held on 2 December 2022 without the attendance of Non-Independent Directors and members of Management wherein the Independent Directors evaluated the performance of Non - Executive Directors, Executive Directors and Board as a whole.

In addition, the Executive Directors of the Company provide regular updates of Business plan and strategies to Independent Directors, in detail, on a regular basis.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and the SEBI Listing Regulations, a formal Annual evaluation of the Board, its Committees, the Chairman and individual directors was carried out on the basis of Guidance Note on Board Evaluation issued by Securities and Exchange Board of India ("SEBI") for the financial year 2022-23.

To facilitate the evaluation process, Board and its Committee’s self-evaluation questionnaires were circulated to the Board members and respective Committee members. As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board excluding the Director being evaluated.

The actions emerging from the Board evaluation process were collated and presented before the Nomination and Remuneration Committee as well as the Board. Suggestions/ feedback concerning strategic, governance and operational matters were actioned upon by the team. The Directors have expressed their satisfaction with the evaluation process.

DIRECTOR''S APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act read with Rules made thereunder and Regulation 19 of SEBI Listing Regulations, the Nomination and Remuneration Committee ("NRC") of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive and NonExecutive Directors of the Company.

The NRC takes into consideration the best remuneration practices in the industry while fixing appropriate remuneration packages and for administering the longterm incentive plans, such as ESOPs, ESOSs etc.

Further, the compensation package of the Directors, Key Managerial Personnel, Senior Management and other employees is designed based on the set of principles enumerated in the said policy.

Your Directors affirm that the remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the Remuneration Policy of your Company.

The remuneration details of the Directors, Chief Financial Officer and Company Secretary, along with details of ratio of remuneration of each Director to the median remuneration of employees of the Company as per section 197(12) of the Act, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year under review forms part of this report and are provided as ‘Annexure - C''.

The Nomination and Remuneration Policy of your Company can be viewed at the following link: https://www. ambergroupindia.com/nomination-and-remuneration-policy/

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES PERSONNEL

As on 31 March 2023, total number of permanent employees on the records of your Company were 1615.

Your Directors place on record their appreciation for the significant contribution made by all the employees, who through their competence, dedication, hard work, cooperation and support have enabled the Company to cross new milestones on a continual basis.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136 of the Act, the report and financial statements are being sent to the Members and others entitled thereto, excluding the aforesaid disclosure. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

EMPLOYEE STOCK OPTION SCHEMES

Your Company has, introduced employee recognition schemes in the form of ESOPs and such tools have been constructive in acknowledging employee’s contribution to the organisation. The objective of the said ESOPs is to enhance employee motivation, enable employees to participate, directly or indirectly, in the long-term growth and success of your Company. Also, such tools act as a retention mechanism by enabling employee participation in the business as its active member.

The Company had introduced an employee stock option plan namely "Amber Enterprises India Limited - Employee Stock Option Plan 2017" ("ESOP 2017"/ "Plan") to attract, retain, incentivise and motivate the Company’s and its Subsidiaries’ eligible employees and enable them to participate, directly or indirectly, in the long-term growth and success of your Company. Also, such tools act as a retention mechanism by enabling employee participation in the business as its active member.

The total Options reserve under ESOP 2017 are 10,10,800 (Ten lakh Ten Thousand Eight Hundred) Options.

Pursuant to the said ESOP 2017, the Nomination and Remuneration Committee at ("NRC’’) its meeting held on 19 April 2021 has approved the Grant of 220,000 (Two lakh Twenty Thousand) stock options under Amber Enterprises India Limited - Employee Stock Option Plan 2017’ ("ESOP 2017"/ "Plan") to eligible employees (present and/or future) of the Company and its subsidiary Company (ies) from time to time in one or more tranches at an exercise price of '' 2400/- in terms of the ESOP 2017.

Further, the NRC of the Board of Directors of the Company in the meeting held on 13 May 2022 approved to grant of 250,000 options under ESOP 2017 to the eligible employees of the Company and its subsidiary(ies) at a discount of

'' 500 per option, on latest closing price on a recognised stock exchange on which the shares of the Company are listed and having highest trading volume on the date of meeting of the Committee and Board held on 13 May 2022.

Disclosures on details of options granted, shares allotted upon exercise, etc. as required under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB & SE) Regulations") are set out in "Annexure - D" to this Report. Further, details of options granted and exercised are included in the notes to accounts forming part of Standalone financial statements.

Your Company has received a certificate from Amit Chaturvedi & Associates, Secretarial Auditors that the ESOP 2017 for grant of stock options has been implemented in accordance with the SEBI (SBEB & SE) Regulations and the resolution passed by the members in their general meeting and via postal ballot. The certificate would be placed/available at the ensuing Annual General Meeting for inspection by the members.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI Listing Regulations, your Company has put in place a familiarisation programme for the Independent Directors to familiarise them with their roles, rights and responsibilities as Directors, working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarisation programme are explained in the Corporate Governance Report. The same is also available on the website of the Company at https://www. ambergroupindia.com/wp-content/uploads/2022/1 2/ Code-for-Independent-Director-and-Familiarisation-Programme-changed-2020.pdf

DEPOSITS

During the year under review, your Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made thereunder and no amount of principal or interest was outstanding as at the end of financial year 2022-23. There were no unclaimed or unpaid deposits lying with your Company.

TRANSFER TO GENERAL RESERVE

Details with regard to amount transferred to reserves are provided in the Notes to financial statements forming part of this Annual Report.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company was not required to transfer any funds to Investor Education and Protection Funds (IEPF).

FINANCIAL LIQUIDITY

On standalone basis cash and cash equivalent as at 31 March 2023 was '' 67,664.68 lakh (previous year '' 77,411.53 lakh). The Company’s working capital management is robust and involves a well-organised process which facilitates continuous monitoring and control over receivables, inventories and other parameters. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities. Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates. In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

Note: Cash and cash equivalents mentioned above includes other bank balances, bank deposits with more than 12 months maturity and investment in bonds.

RELATED PARTY TRANSACTIONS

During financial year 2022-23, all contracts/ arrangements/ transactions entered into by your Company with related parties under Section 188(1) of the Act were in the ordinary course of business and on an arm’s length basis.

During financial year 2022-23, your Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered ''material’ in accordance with its Policy on Materiality of Related Party Transactions. Thus, there are no transactions required to be reported in Form AOC-2.

In line with the requirements of the Act and SEBI Listing Regulations, your Company has formulated a Policy on Materiality and dealing with Related Party Transactions which is also available on the Company’s website at https://www.ambergroupindia.com/policy-on-materiality-and-dealing-with-related-party-transactions/.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between your Company and Related Parties.

All related party transactions are placed before the Audit Committee for its approval. Prior omnibus approval of the Audit Committee is obtained as per SEBI Listing Regulations for the transactions which are foreseen and are repetitive in nature.

All the Significant related party transaction undertaken by subsidiaries to which the subsidiary of a listed entity is a party but the listed entity is not a party, are placed before the Audit Committee of the Company.

*Significant RPTs means, if the value of such transaction whether entered into individually or taken together with previous transactions during a financial year exceeds 10% of the annual standalone turnover, as per the last audited financial statements of the subsidiary.

Related Party Transactions were disclosed to the Board on quarterly basis.

For details on Related Party Transactions, you may refer Notes to financial statements forming part of the Annual Report. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees given and investments made during the year in accordance with Section 186 of the Act forms part of the notes to the financial statements provided in this Annual Report. All the loans, guarantees & securities are given, and investments are made for the Business purpose.

AUDITORS & AUDITORS'' REPORT
Statutory Auditors M/s S.R. Batliboi & Co. LLP	M/s S.R. Batliboi & Co. LLP (Firm registration number: 000050N/N500045) were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 2 August, 2022, for a term of 5 (Five) consecutive years till the conclusion of the 37th Annual General Meeting of the Company to be held in the year 2027. The Independent Auditors Report given by the Auditors on the financial statement (Standalone and Consolidated) of your Company forms part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
Secretarial Auditors M/s. Amit Chaturvedi & Associates Practicing Company Secretaries	Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company at their meeting held on 13 May, 2022 had appointed M/s. Amit Chaturvedi & Associates, a practicing Company Secretary firm (Certificate of Practice Number: 14332) to conduct the Secretarial Audit of your Company for the financial year 2022 - 23. The Company has annexed to this Board Report as "Annexure - E", the Secretarial Audit Report given by the Secretarial Auditor. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.
	Further, the Secretarial Audit Report of Sidwal Refrigeration Industries Private Limited and IL JIN Electronics (India) Private Limited, the material subsidiaries of your Company, are also forming part of this Annual Report.
Cost Auditors M/s. K.G. Goyal & Associates a firm of Cost Accountants	In terms of the Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost accounting records and get them audited every year from Cost Auditor and accordingly such accounts and records are made and maintained by your Company. The Board of Directors of your Company at their meeting held on 13 May, 2022 had appointed M/s. K.G. Goyal & Associates (Firm Registration No.000024), Cost Accountants, as Cost Auditors to audit the cost accounts of your Company for the financial year 202223. The Cost Audit Report for the financial year 2022-23 will be filed by the Company with the Ministry of Corporate Affairs, in due course. The Company will do the related compliance accordingly.

Internal Auditors M/s Deepak Gulati & Associates Chartered Accountants

During the financial year under review, M/s Deepak Gulati & Associates, Chartered Accountants were appointed as Internal Auditors of the Company at the Board Meeting held on 13 May, 2022, to conduct the Internal Audit for the financial year 2022 - 23. Findings and reports of Internal Auditors are reviewed by the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks. The Audit Committee periodically reviews internal audit plans, significant audit findings and adequacy of internal controls.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has established an internal control system, commensurate with the size, nature, scale and complexity of its operations. Your Company has a robust and well embedded system of internal controls. This ensures that all assets are safeguarded and protected against loss from unauthorised use or disposition and all financial transactions are authorised, recorded and reported correctly.

An extensive risk based programme of internal audits and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is also aligned to the business objectives of the Company. Comprehensive policies, guidelines and procedures are laid down for all business processes. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

Significant features of the Company’s internal control system are :

• A well-established, independent, Internal Audit team operates in line with best-in-class governance practices. It reviews and reports to the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks.

• The Audit Committee periodically reviews internal audit plans, significant audit findings and adequacy of internal controls.

• Systematic self-certification of adherence to key internal controls, as part of control self-assurance by process owners, monitors and reviewers.

• Adherence with a comprehensive information security policy and continuous upgrades of the Company’s IT systems for strengthening automated controls.

• During the financial year, the internal controls were tested and found effective, as a part of the Management’s control testing initiative.

The report on the Internal Financial Controls issued by M/s S.R. Batliboi & Co. LLR Chartered Accountant, the Statutory Auditors of the Company is annexed to the Audit Report

on the financial statements of the Company and does not contain any reportable weakness of the Company.

The Internal Auditors of your Company have direct access to the Audit Committee of the Board. Furthermore, the Internal Auditors are also responsible for following up the corrective actions to ensure that satisfactory controls are maintained.

Accordingly, the Board, with the concurrence of the Audit Committee and the Auditors is of the opinion that the Company’s Internal Financial Controls were adequate and operating effectively for the financial year ended 31 March 2023.

RISK MANAGEMENT POLICY / FRAMEWORK

Your Company has devised risk management procedures and techniques after taking into consideration external as well as internal threats to devise efficient strategies for mitigating a diverse set of risks. Risk identification, analysis, mitigation and monitoring is undertaken periodically by the Management Team and is overseen by the Risk Management Committee.

The Risk Management Committee of the Board continues to guide the Management Team in operating a comprehensive risk management framework. At present the Risk Management Committee comprises of following members :

1. Ms. Sudha Rillai, Chairperson

2. Mr. Jasbir Singh, Member

3. Mr. Daljit Singh, Member

The details of the Risk Management Committee as at 31 March 2023 along with its charter are set out in the Corporate Governance Report, forming part of this report. The Company has in place a Risk Management Policy, this Policy is framed in compliance with the provisions of the Act read along with the applicable rules thereto and Regulation 21 of SEBI Listing Regulations. Risk Management is an integral part of your Company’s business strategy. Business Risk Evaluation and Management is an ongoing process within the Company. The same is available on the website of the Company and can be accessed at: https://www. ambergroupindia.com/wp-content/uploads/2023/05/ Risk-Management-Rolicy.pdf.

The Risk Management Committee identifies, evaluates and assesses the risks, understands the exposure of risks and accordingly prepares and oversees execution of appropriate risk mitigation plan. It has identified Risk Management Units within the Company, the risk profiles of which are constantly monitored and the severity of risk is tracked on regular basis.

The Risk Management Committee maintains comprehensive risk management systems to ensure that the effectiveness of the mitigation action plan gets assessed independently. The effectiveness of system assessed and reviewed by the Risk Management Committee on need basis and annually.

In addition to developing a robust Business Continuity Plan, your Company also focussed on some of the other key risk areas as well and developed mitigation plans. Some of those risks were;- Financial Risks, Manufacturing / Production Risks , R & D Risks, Marketing Risks, Deliverables risks, HR Risks, System Risks, Legal Risks, Business Operational Risks. Your Company is already developing plans to manage and mitigate the risks well.

Also, to address IT related concerns like cyber threats and data vulnerability, your Company has a robust IT system and firewalls to mitigate any threats and risks. The Company takes the below mentioned steps to ensure the privacy and data security of users :

a) Using firewalls on the network.

b) Antivirus is installed on each system to protect from viruses, anti-malware, adware, worms and Trojans.

c) Strong password policy.

d) Automatic backup is scheduled for critical users.

e) Educating users by sending Information like Security Policy of the Company and email awareness mail periodically.

f) External drives are blocked.

The Risk Management Committee and the Board has identified some elements of risks, which, according to them are crucial to the Company. Details of these elements of risks have been covered in the Management Discussion and Analysis, which form part of this Annual Report and in Note 53 of the standalone financial statements.

The Company''s Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Note 53 of the standalone financial statements also explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

Your Company remains committed to protecting the interests of its customers, investors, shareholders,

employees and each person or entity with whom it is associated.

In the opinion of the Board, there are no risks that may threaten the existence of your Company.

CORPORATE SOCIAL RESPONSIBILITY AND RELATED MATTERS

Your Company has been an early adopter of Corporate Social Responsibility ("CSR") initiatives. Along with a sustainable development growth, environmental protection, the contribution to the society is also a key factor for holistic business growth. Your Company has been responsibly managing not only its business performance but also its environmental and social impact.

Amber believes in line with this belief, the Company will continue crafting unique models to generate livelihoods and create a better society. Such Corporate Social Responsibility ("CSR") projects are far more replicable, scalable and sustainable, with a significant multiplier impact on sustainable livelihood creation and working for a cause of humanity.

The three guiding principles of Amber’s Corporate Social Responsibility policy are :

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FY 2022-23 UPDATE ON CSR PROGRAMME

Your Company has an ongoing vibrant CSR programme, of which some of the notable ongoing investments in preventing and promoting health care, woman empowerment programmes, promoting and providing education and skill development for livelihood of youths of our country, which supports the underprivileged, socially and economically disadvantaged communities, promoting preventive health care and Disaster Management or emergency or Covid -19 situation.

Your Company has a duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of your Company. The composition of CSR committee is as stated in the "Committees of the Board" section of "Corporate Governance Report.

The Board of Directors have adopted a CSR policy which is in line with the provisions of the Act. The CSR Policy of your Company lays down the philosophy and approach of your Company towards its CSR commitment. The policy can be accessed at the website of the Company i.e. www. ambergroupindia.com

During the financial year 2022 - 23, on recommendation of CSR Committee Members, the Board approved the CSR Budget amounting of '' 1,80,75,063 /- (Rupees One Crore Eighty lakh Seventy Five Thousand and Sixty Three Only) which amounts to 2% of the average net profits of previous three financial years.

A total amount of '' 2,67,96,456.56/- (Rupees Two Crore Sixty Seven Lakh Ninety Six Thousand Four Hundred Fifty Six and Fifty Six paisa only) have been spent against the CSR budget of '' 1,80,75,063/- (Rupees One Crore Eighty Lakh Seventy Five Thousand Sixty Three) of the financial year 2022 - 2023.

The stipend paid to NAPS Trainees under NAPS Scheme has been claimed by the Company under CSR budget of the financial year 2022 - 23 along with ongoing projects of the Company. Further, the Company has spent an excess amount of '' 87,21,393.56/-, which is required to be set off up to immediately succeeding three financial years.

The Board on the recommendation of the CSR Committee members passed the resolution to carry forward the excess amount of '' 86,76,456.56/- (Expenditure w.r.t stipend paid to NAPS Trainees under NAPS Scheme claimed by the Company in the financial year 2022 - 23) up to immediately succeeding three financial years.

The annual report on our CSR projects/activities is annexed as "Annexure - F" forming part of this report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace. The said policy is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The policy aims at prevention of harassment of all women employees lays down the guidelines for identification, reporting and prevention of sexual harassment. Your Company has complied with the provisions relating to the constitution of the lnternal Complaints Committee ("ICC") and the same has been duly constituted in compliance with the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The said Committee is responsible for redressal of complaints

related to sexual harassment and follows the guidelines provided in the policy.

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

a. No. of complaints received: 0

b. No. of complaints disposed of: NA

c. No. of complaints pending: 0

During the financial year under review your Company has also devised a ‘PoSH Awareness Module'' which ensures that we follow the Law. Further, the module ensures that all Employees are sensitised and there is awareness with respect to their rights and obligations in accordance with the Law. The module through its engaging delivery style decodes the Law and legal jargon for a layperson and takes the user through common scenarios, educating them about the do’s and don’ts and the appropriate conduct at a workplace.

The Company has conducted online training courses on WorkSafe Plus on the Rainmaker Web Portal and organised other sexual harassment training programmes, from time to time, for its employees and staff. The said training programmes and workshops were helpful in creating necessary awareness and to encourage cooperative environment in the organisation.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated the Vigil Mechanism/Whistle-Blower Policy for the Directors and Employees of the Company which provides a robust framework for dealing with genuine concerns, grievances and reporting serious and genuine unethical behaviour, actual or suspected fraud and violation of the Company’s code of conduct or ethics policy. It also provides adequate safeguards against victimisation of persons, who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee.

The main objective of this policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company which have a negative bearing on the organisation either financially or otherwise.

During the financial year 2022 - 23, no personnel of the Company have been denied access to the Audit Committee for reporting concerns, if any.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the Company’s website and can be accessed at the Web-link: https://www. ambergroupindia.com/whistle-blower-policy/

The Company has also adopted a Code of Conduct for Directors and Senior Managerial Personnel which is available on the website of the Company under the weblink: https://www.ambergroupindia.com/code-of-conduct-for-directors-and-senior-management-personnel/

The Company has also devised and adopted an ethics policy which covers all associates including but not limited to directors, KMPs, employees, agents, representatives, vendors, contractors and business partners of the Company including any Group Companies or any other persons/individuals, who may be acting on behalf of the Company. The policy ensures highest ethical standards and business practices and zero-tolerance toward unethical conduct. This policy aids in monitoring and investigating instances of alleged corruption and subsequent actions against any individual(s) involved in corruption. The policy is available on the website of the Company under the web link: https://www.ambergroupindia.com/wp-content/

uploads/2023/05/l.-Ehics-policy.pdf The Company has also devised and adopted the Anti-Bribery and Anti-Corruption policy which emphasises on Amber’s zero tolerance approach to bribery and corruption. It guides us to act professionally, fairly and with utmost integrity. The policy is available on the website of the Company under the web link: https://www.ambergroupindia.com/wp-content/ uploads/2023/05/9.-Anti-bribery-and-Anti-corruption-policy.pdf

This policy provides an additional channel to the normal management hierarchy for employees to raise concerns about any breach of the Company’s Values or instances of violations of the Company’s Code of Conduct. Therefore, it’s in line with the Company’s commitment to open communication and to highlight any such matters which may not be getting addressed in a proper manner.

During the financial year under review, no complaint under the Whistle Blower Policy was received.

INSIDER TRADING CODE

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (''the PIT Regulations’) on prevention of insider trading, your Company has revised its Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons in line with the recent amendments brought by SEBI in the PIT Regulations.

The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of noncompliances.

Your Company also has a Code of practices and procedures of fair disclosures of unpublished price sensitive information including a policy for determination of legitimate purposes along with the Institutional Mechanism for prevention of insider trading and Policy and procedures for inquiry in case of leak of unpublished price sensitive information or suspected leak of unpublished price sensitive information. Further, your Company has put in place adequate and effective system of internal controls and standard processes have been set to ensure compliance with the requirements given in these regulations to prevent insider trading.

The Company has also in place a robust system viz. "Structural Digital Database" consisting of the relevant details of the Designated person(s) and Connected person(s) for keeping a tab on the information flow and internal and external communications with respect to unpublished price sensitive information of the Company.

DISCLOSURE WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT:

The following are the details that are required to be provided under Schedule V (F) of the SEBI Listing Regulations :

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms an integral part of this report and gives details of the overall industry structure, economic developments, financial and operational performance and state of affairs of your Company’s business and other material developments during the financial year under review.

KEY FINANCIAL RATIOS

The Key financial ratios for the financial year ended 31 March 2023 forms part of the Management Discussion and Analysis Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Your Company’s business responsibility ingrains the spectrum of nine principles of National Voluntary Guidelines issued by the Ministry of Corporate Affairs, Government of India, along with their key elements. This is enabled by a suite of frameworks, governance, social objectives, policies, code of conduct and management systems integrated with the business process.

In terms of SEBI Listing Regulations, a separate section on "Business Responsibility & Sustainability Report (''BRSR’)” forms part of this Annual Report and is given in "Annexure - G". The Report provides a detailed overview of initiatives taken by your Company from Environmental, Social and Governance perspectives.

CORPORATE GOVERNANCE

Your Company believes that executing strategy effectively and generating shareholder value over the long term requires high standards of corporate governance. To ensure good corporate governance, your Company ensures that its governance framework incorporates the amendments introduced in the SEBI Listing Regulations from time to time and the same are complied with on or before the effective date.

The Board has also evolved and adopted a Code of Conduct based on the principles of good Corporate Governance and best management practices that are followed globally. The Code is available on your Company’s website, www.ambergroupindia.com. and can be viewed at the following web link: https://www.ambergroupindia.com/ code-of-conduct-for-directors-and-senior-management-personnel/

In terms of SEBI Listing Regulations, a separate section on "Corporate Governance” with a compliance report on corporate governance and a certificate from M/s. Amit Chaturvedi & Associates, a firm of Company Secretaries, Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance, has been provided in this Annual Report and are annexed as "Annexure H" and "Annexure -I".

A certificate of the Chairman and Chief Executive Officer and CFO of the Company in terms of SEBI Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

LISTING ON STOCK EXCHANGES

The equity shares of your Company are presently listed on BSE Limited ("BSE”) and the National Stock Exchange of India Limited ("NSE”).

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

As of 31 March 2023, Your Company employed 1615 fulltime employees. Your Company believes that its employees are its core strength and accordingly development of people and providing a ''best-in-class'' work environment is a key priority for the Organisation to drive business objectives and goals. Robust HR policies are in place which enables building a stronger performance culture and at the same time developing current and future leader.

To foster a caring community, the Company recognises that having good staff relations and a motivated workforce plays a vital role in the Company’s efficient operations. Your Company has always promoted employees (including workers) to actively participate in various engagement activities which the Company organises every month.

The Human Resource Department creates a yearly engagement calendar and monitors it on monthly basis. Last year your Company organised various engagement activities for its employees. Some of the employee engagement activities are showcased below:

• Republic Day celebration

• Independence Day celebration

• Makar Sankranti Celebration

• Holi celebration

• Zumba activity

• Team Building exercise

• Festival celebrations

• Monthly Birthday celebration

• Women’s Day celebration

• World Environment Day celebration

• Yoga Day celebration

• Christmas celebration

Further, your Company also ensured that every employee/ worker should have mediclaim coverage and term insurance plan, besides this, free annual health check - ups are also being done for employees/workers.

The organisation has also organised various webinars on mental wellbeing, dhyan session, financial planning and breast cancer awareness.

CREATING A NEW PERFORMANCE CULTURE

Performance for the Company is the sum total of value creation within the Organisation. The leadership focus is such that performance is measured on a continuous basis and performance culture is driven to make every month a successful month. The significant overall improvement in the performance of the Company during the last two years is a testimony to the leadership and management focus on this performance driven culture which has resulted in highly engaged and motivated teams.

TAKING EMPLOYEE ENGAGEMENT TO NEXT LEVEL

Your Company has a rich legacy of nurturing and promoting talent from within the Organisation thereby creating a healthy and vibrant work culture across the Company. "Leadership through Innovation" is one such engagement forum which engages employees at a national level competition across all locations to showcase their innovative ideas and skills. This platform challenges employees to question status-quo at the work place and to take a leap of faith towards our journey of innovation.

Several cultural and social programmes are organised within the Company to recognise and promote talent which goes a long way in fostering camaraderie among employees and promotes a sense of belonging in the Organisation. The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment.

The management believes that the competent and committed human resources are vitally important to attain success in the organisation. In line with this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skill-set and behavior. Annual sports, cricket matches and games were conducted across the organisation to enhance the competitive spirit and encourage bonding teamwork among the employees.

The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review.

INDUSTRIAL RELATIONS

The Company enjoyed harmonious industrial relations during the financial year under review. The robust employee relation practices, a collaborative approach to working and vibrant work culture has created a win-win situation for both employees and the Organisation. This caring spirit has gone a long way in maintaining a harmonious environment across all business units of the Company.

INVESTOR RELATIONS

Your Company continuously strives for excellence in its Investor Relations ("IR") engagement with International and domestic investors through structured conference-calls and periodic investor/analyst interactions like individual meetings, participation in investor conferences, quarterly earnings calls and annual analyst meet with the Executive Chairman & Chief Executive Officer and Whole Time Director, Managing Director, Executive Directors and Business Divisional Heads. Your Company interacted with various Indian and overseas investors and analysts (excluding quarterly earnings calls and specific event related calls). Your Company always believes in leading from the front with emerging best practices in IR and building a relationship of mutual understanding with investor/analysts.

Your Company ensures that critical information about the Company is available to all the investors by uploading all such information at the Company’s website i.e. www. ambergroupindia.com

ANNUAL RETURN

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return of the financial year 2022 - 23 is available under the ''Investors’ section of the Company’s website, www. ambergroupindia.com and can be viewed at the following link: http://ambergroupindia.com/agm-annual-reports-

results.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, your Company has duly complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

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

The information as required under Section 134 (3) (m) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, is appended hereto as "Annexure - J" and forms part of this Report.

STATUTORY DISCLOSURE

Your Directors state that during the financial year under review, since there were no transactions/events with respect to the items as mentioned herein below no disclosure or reporting is required in respect of the same:

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

2. Issue of shares (including sweat equity shares) to employees of your Company under any scheme, save and except ESOS referred to in this report.

3. Buy-back of shares or under Section 67(3) of the Act.

4. 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.

5. No application was filed for Corporate insolvency resolution process under "The Insolvency and Bankruptcy Code, 2016", by a Financial or operational creditor or by your Company itself during the period under review.

6. No instance of onetime settlement with any Bank or Financial Institution.

7. No disclosure is required under Section 67(3) (C) of the Act, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134(3)(c) and Section 134(5) of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them :

(a) in the preparation of the annual accounts for the financial year ended 31 March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(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 at the end of the financial year and of the profit and loss of the Company for that period;

(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 preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts for the financial year ended 31 March 2023, on a going concern basis;

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

(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.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report i.e. between 1 April 2023 to 14 July 2023 except those included in this report.

GREEN INITIATIVE

Your Company has implemented the Green Initiative to enable electronic delivery of notice and annual reports alongwith ancillary documents to the shareholders. Electronic copies of Annual Report of the financial year 2022 - 23 and the Notice of 33^rd Annual General Meeting are sent to all members whose email addresses are registered with the Company/ depository participant(s) as on the record date 14 July 2023.

For members, who have not registered their e-mail addresses, please update your e-mail ids with your respective Depository Participants in order to contribute to above Green Initiative programme.

Pursuant to Section 108 of the Act read with relevant rules thereunder, your Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of 33rd Annual General Meeting. The instructions for e-voting are provided in the Notice of the Annual General Meeting.

CAUTIONARY STATEMENT

The Board’s Report and Management Discussion & Analysis may contain certain statements describing the Company’s objectives, expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

The Company is not obliged to update any such forwardlooking statements. Some important factors that could influence the Company’s operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

AWARDS AND RECOGNITION During the year, the Company received following awards and recognition :
Sr.	Award	Category of Award	Event	Date
No.	Giver
1.	Blue	Best Supplier Award	Supplier	14 June
	Star	for quality & delivery	Meet	2022
		excellence
2.	LG	Best of Best	LG Noida	09
		performance award	Annual	December
		Year 2022	Business	2022
			Partners
			Meet

ACKNOWLEDGEMENT

Your Company’s organisational culture is embedded and engrossed with professionalism, integrity and continuous improvement across all its functions.

The Board of Directors place on record, their sincere thanks to the shareholders and investors of the Company for the

trust reposed in the Company over the past several years. Their involvements are greatly valued. The Directors look forward to your continuing support.

Your directors would also like to express their appreciation for the assistance, guidance and co-operation provided by various government authorities, the banks/financial institutions, business associates, stock exchanges and other stakeholders such as members, customers, suppliers, and ancillary undertakings for their co-operation and assistance.

The Company’s executives, staff and workers are instrumental in the Company scaling new heights year after year, and their commitment and contribution is deeply acknowledged. Shareholders’ involvements are greatly valued. The Directors look forward to your continuing support.

The Board would like to reiterate its commitment to continue to build the organisation into a truly world-class enterprise in all aspects.

---

Mar 31, 2022

Your Directors are pleased to present the 32^nd ANNUAL REPORT on the Business and Operations of the Company along with the audited financial statements (standalone and consolidated) for the financial year ended 31 March 2022. The consolidated performance of the Company and its Subsidiaries have been referred to wherever required.

i. financial summary / performance of the company (standalone & consolidated)

The standalone and consolidated financial highlights of the Company are as follows:

(Amount in Lakh)
Particulars	Standalone		Consolidated
	For the financial year ended		For the financial year ended
	31 March 2022	31 March 2021	31 March 2022	31 March 2021
Revenue from operations	3,13,760.43	2,29,590.56	4,20,639.73	3,03,052.01
Other Income	3,298.61	2,992.20	3,323.22	3,309.99
Total Income from operations	3,17,059.04	2,32,58276	4,23,96295	3,06,36200
Total Expenses	3,10,079.44	2,24,831.24	..........4,08,53080	2,94,34876
Profit Before Tax (PbT)	6,979.60	7,75152	..........15,427.15	..........12,013.24
Tax Expense
Current Tax	1,215.57	1,714.48	..........3,087T7T	..........3,16457
Deferred Tax	954.01	881.35	.........1;207.T3	..........52075
Profit After Tax (PAT)	4,810.02	5,155.69	11,132.30	8,327.92
Earnings Per Equity Share (?)
Basic	14.28	15.77	..........32.41	..........2496
Diluted	14.28	15.77	..........32.41	..........2496

2. financial highlights

• Total consolidated revenue from operations in the financial year 2021-22 was '' 4,20,639.73 Lakh as compared to '' 3,03,052.01 Lakh in financial year 2020-21.

• Consolidated Profit before tax for the financial year 2021-22 was '' 15,427.15 Lakh as compared to '' 12,013.24 Lakh in the financial year 2020-21.

• Consolidated Profit after tax for the financial year 2021-22 was '' 11,132.30 Lakh as compared to '' 8,327.92 Lakh in the financial year 2020-21.

• Standalone revenue from operations in the financial year 2021-22 was '' 3,13,760.43 Lakh as compared to '' 2,29,590.56 Lakh in financial year 2020-21.

• Standalone Profit before tax for the financial year 2021-22 was '' 6,979.60 Lakh as compared to '' 7,751.52 Lakh in financial year 2020 -21.

• Profit after tax for the financial year 2021-22 was '' 4,810.02 Lakh as compared to '' 5,155.69 Lakh in the financial year 2020-21.

• On consolidated and standalone basis the capital expenditure on tangible assets, including rights of use of assets but excluding assets acquired pursuant to business combination, was made of '' 44,592.16 Lakh and '' 31,280.91 Lakh respectively and;

• No material changes or commitments have occurred between the end of the financial year and the date of this Report which affect the

financial statements of the Company in respect of the reporting year.

3. consolidated financial statements

The consolidated financial statements of the Company for the financial year 2021 - 22, are prepared in compliance with provisions of Section 129 (3) of the Act read with Companies (Accounts) Rules, 2014 and other applicable provisions of the Companies Act, 2013 ("the Act"), Indian Accounting Standards ("Ind AS") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ["SEBI (LODR) Regulations"] which shall be placed before the members in the forthcoming Annual General Meeting ("AGM").

To comply with Section 129 (3) of the Act, a statement containing the salient features of the financial statements of subsidiary/ associate/ joint venture companies is provided as Annexure in Form AOC - 1 to the consolidated financial statements of the Company and therefore not repeated hereby to avoid duplication. In accordance with Section 136 of the Act, the audited financial statements including the consolidated financial statements and related information of your Company and audited accounts of subsidiaries are available on the website of your Company at www.ambergroupindia.com.

During the year, IL JIN Electronics (India) Private Limited

(''''ll JIN") and Sidwal Refrigeration''s Industries Private Limited ("SIDWAL"), subsidiaries of the Company, were material subsidiaries, as per SEBI (LODR) Regulations. In terms of the provisions of Regulation 24(1) of the SEBI (LODR) Regulations, appointment of one of the Independent Directors of the Company on the Board of material subsidiaries was applicable only to said subsidiaries.

Independent Audit Reports of the material subsidiaries are available on the website of the Company. The Secretarial Audit report of these material subsidiaries does not contain any qualification, reservation or adverse remark or disclaimer. The Company monitors performance of subsidiary companies, inter alia, by the following means:

• Financial statements, in particular investments made by subsidiary companies, are reviewed quarterly by the Company’s Audit Committee;

• Minutes of Board meetings of subsidiary companies are placed before the Company''s Board regularly;

• A statement containing all significant transactions and arrangements entered into by subsidiary companies is placed before the Company''s Board;

• The Company’s Policy for determining Material Subsidiaries is available on the website of the Company and can be accessed at Web-link: http://www.ambergroupindia.com/policy-determination-material-subsidiary-governance-subsidiary.

Furthermore, pursuant to Regulation 24(A) of SEBI (LODR) Regulations, read with Guidance note on Annual Secretarial Compliance Report issued by Institute of Company Secretaries of India, the Secretarial Audit report (MR-3) of Material Subsidiaries i.e. IL JIN and SIDWAL forms part of the Annual Report.

4. capacity expansion, new projects & strategic

alliances

During the financial year, the Company have started three new facilities one in Kadi (Ahmedabad), other in Supa (Pune) and third one in Chennai (Kancheepuram) for expanding Room Air Conditioners and Components capacities alongwith geographical reach.

Kadi (Ahmedabad)

The mass production has started in the month of October 2021 at Kadi Plant in Ahmedabad which is a rented premises and wherein the Company is manufacturing Injection Moulding components.

Supa (Pune)

The parts supply has started in the month of December

2021 at Supa Plant in Pune, which is an owned premises and wherein the Company in Phase 1 is manufacturing Sheet Metal components.

Chennai (Kancheepuram)

The mass production has started in the month of December 2021 at Chennai Plant in Kancheepuram, which is a rented facility and wherein the Company in Phase 1 is manufacturing Sheet Metal components and Heat Exchangers.

Under Progress Facility Sri City (Andra Pradesh)

The construction work is under progress at Sri City Plant in Andra Pradesh, which is an owned premises and wherein the Company shall manufacture Complete FG IDU ODU with backward integration AC manufacturing facility.

The mass production is expected to start by October, 2022.

5. DEPOSITS

During the year under review, the Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made thereunder and no amount of principal or interest was outstanding as at the end of financial year 2021-22. There were no unclaimed or unpaid deposits lying with the Company.

6. transfer to general reserve

Details with regard to amount transferred to reserves are provided in the notes to financial statements forming part of this Annual Report.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the financial year 2021-22 under review, there was no change in the nature of business of the Company or any of its subsidiaries or associates.

The Company added few segments in its line of products which are manufactured by its Subsidiary Companies.

8. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The Board of Directors didn’t recommend any Dividend for the financial year 2021 - 2022, due to ongoing expansion of manufacturing facilities and new acquisitions.

The Board of Directors of the Company had approved and adopted the Dividend Distribution Policy containing all the necessary details as required by the SEBI (LODR) Regulations. The Dividend shall be payable in accordance with the Dividend Distribution Policy, which is available on the website of the Company at

http://www.ambergroupindia.com/dividend-distribution-policy/ and is also provided as "Annexure - A". There has been no change in the said policy during the year. The Register of Members and Share Transfer Books of your Company shall remain closed from 23 July 2022 to 29 July 2022 (both days inclusive) for the purpose of the ensuing Annual General Meeting.

9. acquisitions

Amber Enterprises USA Inc.

The Company has invested 100,000 USD in Amber Enterprises USA Inc. and has been allotted 100,000 common stock at par value of USD 1 per share.

Post the allotment of shares as referred above, Amber Enterprises USA Inc. has become Wholly Owned Subsidiary of Amber Enterprises India Limited w.e.f 13 September 2021.

AmberPR Technoplast India Private Limited (formerly known as Pasio India Private Limited ("AmberPR")

The Company has entered into the definitive agreements with AmberPR Technoplast India Private Limited ("AmberPR") and acquired 73% stake in the equity share capital of AmberPR, which is engaged in the business of (i) cross flow fans and its plastic parts, (ii) fans and fan guard for outdoor units of room air conditioners, (iii) plastic parts for water dispenser and refrigeration applications (other than automobile industry) and (iv) plastic parts for seats of trucks, tractors and buses ("Business"). The Business is being acquired by AmberPR from Pee Aar (“a private limited Company"), one of the leading cross flow fans manufacturer in India along with other plastic components for various industries, on slump sale basis during the financial year 2021-22.

By virtue of the aforesaid acquisition of 73% stake in equity share capital of AmberPR, the AmberPR has become a subsidiary of the Company with effect from 1 December 2021.

Pravartaka Tooling Services Private Limited

The Company has entered into the definitive agreements with Pravartaka Tooling Services Private Limited ("Pravartaka") and acquired 60% stake in the equity share capital of Pravartaka, which is engage in the business of injection mould tool manufacturing and injection moulding components manufacturing for

various industries ("Business"). The Business is being acquired by Pravartaka from Pioneer Tooling Services (“Pioneer") one of the leading injection moulding tool maker and injection moulding components maker for consumer durable, automotive and electronics industry on slump sale basis in the financial year 2021-22.

By virtue of the aforesaid acquisition of 60% stake in equity share capital of Pravartaka, the Pravartaka has become a subsidiary of the Company with effect from 1 February 2022.

10. credit rating crisil

During the financial year, CRISIL Ratings has upgraded on the bank facilities of Amber Enterprises India Limited (Amber; part of the Amber group) to ''CRISIL AA-/Stable/CRISIL A1 '' from ''CRISIL A /Positive/ CRISIL A1''. The details of rating action are mentioned below:

Rating Action

Total Bank Loan Facilities Rated	'' 1285 Cr (Enhanced from '' 935 Cr)
Long term rating	CRISIL AA-/Stable (Upgraded from ''CRISIL A / Positive'' and outlook revised to ''Stable'')
Short term rating	CRISIL A1 (Upgraded from ''CRISIL A1 '')
1 Or = 10 million

ICRA Limited

The Rating Committee of ICRA, has assigned a longterm rating of [ICRA]AA- (pronounced ICRA double A minus) ("Rating") to Amber Enterprises India Limited ("Amber"). The Outlook on the long-term rating is "Stable". It reflects ICRA''s expectation that despite the adverse impact of Covid-19 in the near-term, Amber is expected to maintain a strong credit profile, supported by its resilient business profile, low external borrowings, comfortable capital structure and healthy liquidity position. The details of rating action are mentioned below:

Rating Action
Instrument	Current Rated	Rating Action
	Amount
Issuer Rating	-	[ICRA] AA-(stable)

11. share capital structure

There has been no increase / decrease in the Authorised Share Capital and issued and paid-up share capital of the Company during the year under review.

The Authorised Share Capital of the Company is '' 45,00,00,000/- (Rupees Forty Five Crore only) divided into 4,50,00,000 (Four Crore Fifty Lakh) equity shares of '' 10/- (Rupees Ten) each.

The issued and paid-up share capital of the Company as on 31 March 2022 was '' 33,69,37,310 divided into 3,36,93,731 equity shares of '' 10 each.

The Company has only one class of equity shares with face value of '' 10 each, ranking pari passu.

12. investor education and protection fund

During the year under review, the Company was not required to transfer any funds to Investor Education and Protection Funds (IEPF).

13. financial liquidity

On standalone basis cash and cash equivalent as at 31 March 2022 was '' 77,411.53 Lakh (previous year '' 47,643.16 Lakh). The Company’s working capital management is robust and involves a well-organised process which facilitates continuous monitoring and control over receivables, inventories and other parameters. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities. Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates. In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

Note: Cash and cash equivalents mentioned above includes other bank balances, bank deposits with more than 12 months maturity and investment in bonds.

14. employee stock option schemes

The Company had introduced an employee stock option plan namely "Amber Enterprises India Limited

- Employee Stock Option Plan 2017" ("ESOP 2017"/ "Plan") to attract, retain, incentivise and motivate the Company’s and its Subsidiaries’ eligible employees and enable them to participate, directly or indirectly, in the long-term growth and success of the Company. Also, such tools act as a retention mechanism by enabling employee participation in the business as its active member.

The total Options reserve under ESOP 2017 are 10,10,800 (Ten Lakh Ten Thousand Eight Hundred) Options.

Pursuant to the said ESOP 2017, the Nomination and Remuneration Committee at its meeting held on 19 April 2021 has approved the Grant of 220,000 stock options under Amber Enterprises India Limited

- Employee Stock Option Plan 2017’ ("ESOP 2017"/ "Plan") to eligible employees (present and/or future) of the Company and its subsidiary Company (ies) from time to time in one or more tranches.

Disclosures on details of options granted and other details as required under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 read with Securities and Exchange Board of India circular no. CIR/ CFD/ POLICY CELL/2/2015 dated 16 June 2015 are set out in Annexure B to this Report. Further, details of options granted are included in the notes to accounts forming part of standalone financial statements.

The Company has received a certificate from Amit Chaturvedi & Associates, Secretarial Auditors that the ESOP 2017 for grant of stock options has been implemented in accordance with the SEBI Regulations and the resolution passed by the members in their general meeting and via postal ballot. The certificate would be placed/available at the ensuing Annual General Meeting for inspection by the members.

15. related party transactions

In line with the requirements of the Act and SEBI (LODR) Regulations, the Company has formulated a Policy on Related Party Transactions which is also available on the Company’s website at http://www. ambergroupindia.com/policy-materiality-dealing-related-party-transactions The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All related party transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained as per SEBI (LODR) Regulations for the transactions which are foreseen and are repetitive in nature.

Further, during the year, the Company has entered into contract or arrangement or transaction with the Related Parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions and as per the SEBI (LODR) Regulations. These transactions are in the ordinary course of business and are on arm’s length basis. In view of the above, disclosure in Form AOC-2 is not applicable.

For details on Related Party Transactions, you may refer Notes to financial statements forming part of the Annual Report.

16. particulars of loans, guarantees and investments

Particulars of loans, guarantees given and investments made during the year in accordance with Section 186 of the Act forms part of the notes to the financial statements provided in this Annual Report. All the loans, guarantees & securities are given and investments are made for the Business purpose.

17. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has following wholly owned subsidiaries and subsidiaries :

WHOLLY OWNED SUBSIDIARIES

1. PICL (India) Private Limited;

2. Appserve Appliance Private Limited

3. Sidwal Refrigeration Industries Private Limited

4. Amber Enterprises USA Inc.

SUBSIDIARIES

1. IL JIN Electronics (India) Private Limited;

2. EVER Electronics Private Limited.

3. AmberPR Technoplast India Private Limited (Formerly known as Pasio India Private Limited)

4. Pravartaka Tooling Services Private Limited

The Company shall make available the financial statements of the subsidiary companies to any member of the Company who may be interested in obtaining the same. Further, the financial statements of the subsidiaries are also available on the website of the Company viz. www.ambergroupindia.com. To comply with the provisions of Section 129 of the

Act, a separate statement containing salient features of financial statements of subsidiaries, associates and joint ventures of the Company forms part of consolidated financial statements.

Wholly Owned Subsidiaries

PICL (India) Private Limited ("PICL")

PICL, a wholly owned subsidiary of the Company was incorporated as a Private Limited Company on 13 September 1994 under the provisions of Companies Act, 1956 having its Registered Office in New Delhi with the business of manufacturing various kinds of fractional horse power motors for WACs, SACs, Commercial air conditioners and other applications. During financial year 2021 - 22, PICL has reported total income of '' 23,673.10 Lakh and Net Profit of '' 886.95 Lakh.

Appserve Appliance Private Limited ("Appserve")

Appserve, a wholly owned subsidiary of the Company was incorporated as a Private Limited Company on 4 December 2017 under the provision of the Act having its Registered Office in Rajpura, Punjab with the object of carrying out the business of manufacture, repair, maintenance, installation, assembly and routine servicing activities of all kinds of white goods i.e. RACs, washing machines, refrigerators, consumer durables and other similar equipment and components and to establish repair shops for the same along with other related activities.

During financial year 2021 - 22, Appserve has reported '' 0.14 Lakh income and booked a net loss of '' (3.18) Lakh.

IL JIN Electronics (India) Private Limited ("IL JIN")

IL JIN, a subsidiary of the Company was incorporated as a Private Limited Company on 11 September 2001 under the provisions of Companies Act, 1956 having its Registered Office in New Delhi. The Company holds 70% stake in the equity share capital of IL JIN. IL JIN is engaged in the business of manufacturing, assembling, dealing, importing and exporting of electronic assembled printed circuit boards for Air conditioners and other consumer durables, electronics and automobiles.

During financial year 2021 - 22, IL JIN has reported total income of '' 42,730.48 Lakh and Net profit of '' 113.46 Lakh.

Ever Electronics Private Limited ("EVER")

EVER, a subsidiary of the Company was incorporated as a Private Limited Company on 2 August 2004 under the provisions of Companies Act, 1956 having its

Registered Office in Pune, Maharashtra. The Company holds 70% stake in the equity share capital of EVER. EVER is engaged in the business of assembly of electronics printed circuit boards for Air conditioners and other consumer durables, electronics and automobiles.

During financial year 2021 - 22, EVER has reported total income of '' 22,380.21 Lakh and Net profit of '' 858.22 Lakh.

Sidwal Refrigeration Industries Private Limited ("Sidwal")

Sidwal, a wholly owned subsidiary of the Company was incorporated as a Private Limited Company on 16 August 1965 under the provisions of Companies Act, 1956 having its Registered Office in New Delhi and is engaged in the business of manufacturing and sale of Heating, Ventilation and Air Conditioning equipment for railways, metros, Defence, bus, telecom, commercial refrigeration and related components for private and government customers.

During financial year 2021 - 22, Sidwal has reported total income of '' 29,095.02 Lakh and Net profit of '' 4,920.82 Lakh.

Amber Enterprises USA Inc.

Amber Enterprises USA Inc., is a corporation a wholly owned subsidiary of the Company incorporated in the state of Delaware, engage in the business of sales and Marketing alongwith trading activities.

During the financial year 2021 -22, the Company has invested 100,000 USD in Amber Enterprises USA Inc. and has been allotted 100,000 common stock at par value of USD 1 per share.

During financial year 2021 - 22, Amber Enterprises USA Inc. has reported total income of '' 50.24 Lakh and Net profit of '' 20.60 Lakh.

AmberPR Technoplast India Private Limited (formerly known as Pasio India Private Limited ("AmberPR")

AmberPR, a subsidiary of the Company was incorporated as a Private Limited Company on 19 July 2013 under the provisions of Companies Act, 2013 having its Registered Office in New Delhi and is engaged in the business of manufacturing of (i) cross flow fans and its plastic parts, (ii) fans and fan guard for outdoor units of room air conditioners, (iii) plastic parts for water dispenser and refrigeration applications (other than automobile industry) and (iv) plastic parts for seats of trucks, tractors and buses ("Business"). The Business is being acquired by AmberPR from Pee Aar (“a private limited Company"), one of the leading

cross flow fans manufacturer in India along with other plastic components for various industries, on slump sale basis during the financial year 2021-22.

During financial year 2021 - 22, AmberPR has reported total income of '' 8,708.48 Lakh and Net profit of '' 193.68 Lakh.

Pravartaka Tooling Services Private Limited ("Pravartaka")

Pravartaka Tooling Services Private Limited, a subsidiary of the Company was incorporated as a Private Limited Company on 27 April 2021 under the provisions of Companies Act, 2013 having its Registered Office in New Delhi and is engaged in the business of manufacturing of injection mould tool manufacturing and injection moulding components manufacturing for various industries ("Business").

The Business is being acquired by Pravartaka from Pioneer Tooling Services (“Pioneer") one of the leading injection moulding tool maker and injection moulding components maker for consumer durable, automotive and electronics industry on slump sale basis in the financial year 2021-22.

For the Period ended 31 March, 2022 Pravartaka has reported total income of '' 3703.34 Lakh and booked a net loss of '' (738.97) Lakh.

None of the above named wholly owned subsidiaries and subsidiaries declared any Dividend during the financial year 2021-22.

A statement containing highlights of performance of each subsidiary Company, salient features of their financial statements for the financial year ended 31 March 2022 and their contribution to the overall performance of the Company is provided in Form AOC - 1 as "Annexure - C" and forms part of this Annual Report and the consolidated financial statements of the Company for the reference of the members. The same is not being repeated here for the sake of brevity. There are no companies which have ceased to be its subsidiaries, joint ventures or associates companies during the financial year.

17.1 MATERIAL SUBSIDIARIES

To comply with the provisions of Regulation 16(c) of SEBI (LODR) Regulations, the Board of Directors of the Company have approved and adopted a Policy for determining material subsidiary and as on 31 March 2022, IL JIN and Sidwal are the material subsidiaries of the Company in terms of the said policy. The policy on material subsidiary has been uploaded on the website of the Company at the Web-link: http: //www.ambergroupindia.

com/policy-determination-material-subsidiary-

governance-subsidiary.

is. directors and key managerial personnel

The Board of Directors (the "Board") are responsible for and committed to sound principles of Corporate Governance in the Company. The Board’s focus is on the formulation of business strategy, policy and control. Matters reserved for the Board are those affecting the Company’s overall strategic policies, finances and shareholders. These include, but are not restricted to, deliberation of business plans, risk management, internal control, preliminary announcements of interim and final financial results, dividend policy, annual budgets, major corporate activities such as material acquisitions and disposals and connected transactions.

The Board has delegated part of its functions and duties to Executive committee and day-to-day operational responsibilities are specifically delegated to the management.

The Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non-Executive and Independent Directors including one Woman Director. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders. Your Board is also supported by Six Committees viz. Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders’ Relationship Committee, Executive Committee of the Board and Risk Management Committee.

Directors and Key Managerial Personnel who were Appointed/Re-appointed or have resigned during the Year

Directors

A. Appointment of Mr. Arvind Uppal as an Additional Director in the capacity of Non- Executive & Independent Director

In order to promote good governance, the Company was required to have diversified Board which brings experience and provides their valuable contribution towards the growth of the Company. Therefore, to strengthen the existing Board, Mr. Arvind Uppal was appointed as an Additional Director on the Board in the capacity of Non- Executive & Independent Director w.e.f 13 May 2022 for a period of 2 consecutive years.

Mr. Arvind Uppal has over thirty-one years in the consumer industry with extensive board experience. He held key positions in top management, general management and marketing across the geographies of Asia pacific and Europe. Strategic thinker with a proven track record of having turned around businesses. Recognised as a game changer, having received several accolades during his leadership roles with an inherent passion to nurture and mentor startups.

The Board opines that Mr. Arvind Uppal has requisite integrity, expertise and experience with capability to critically analyze each of the Business segments and bring in more value to the organisation as a whole.

The resolution for regularisation of his appointment by the shareholders of the Company, forms part of the Notice of 32nd Annual General Meeting of the Company.

B. Re-appointment of Mr. Daljit Singh as a Managing Director of the Company

Mr. Daljit Singh (DIN : 02023964) was appointed as a Managing Director of the Company at the Board meeting of the Company held on 25 August 2017 for a period of consecutive 5 years. His present term is due for renewal on 24 August 2022.

Mr. Daljit Singh has been serving the Board of Amber Enterprises India Limited ("Amber), since 1 January 2008 and he has been serving as Managing Director of the Company since 25 August 2017. With his in depth knowledge and wide experience of 14 years, he has been very instrumental in executing the strategy of converting the Company into total solution provider for HVAC industry.

Under his astute leadership, the Company could not only become multi location organisation in India but also diversify into various product categories for India.

He has provided keen and commendable contribution to overall growth of Amber. In 2016, he received "Entrepreneur of the Year" award from Ludhiana Management Association. In 2017, he played pivotal role in successful completion of Initial Public Offering of the Company. His leadership skills and meticulous attention to execution, enabled the Company towards operational excellence, technological advancements, new product line up, and

continuous innovation.

The present term of Mr. Daljit Singh is expiring on 24 August 2022 and being eligible under Section 196, 197 read with Schedule V, it would be appropriate to re-appoint Mr. Daljit Singh for a period of 5 consecutive years w.e.f. 25 August 2022. Therefore, the Board of Directors of the Company, based on the recommendation of Nomination and Remuneration Committee of the Board, has recommended to reappoint Mr. Daljit Singh as Managing Director of the Company for a period of five consecutive years w.e.f 25 August 2022.

The resolution for his re-appointment as a Managing Director by the shareholders of the Company, forms part of the Notice of 32nd Annual General Meeting of the Company.

C. Resignation of Mr. Satwinder Singh from position of an independent Director

Mr. Satwinder Singh (DIN: 00164903), Independent Director of the Company has resigned from the Board of Directors w.e.f. 13 May 2022 at closing business hours, due to his engagement in other professional activities and there is no other material reason for resignation.

Directors Liable to Retire by Rotation

In accordance with the provisions of the Act, not less than 2/3rd (Two-third) of the total number of Directors (other than Independent Directors) shall be liable to retire by rotation. Accordingly, pursuant to the Act read with Articles of Association of the Company, Mr. Jasbir Singh (DIN: 00259632) is liable to retire by rotation and, being eligible, offers himself for re-appointment.

Declaration from independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of section 149 of the Act and Regulation 16(1) (b) of the SEBI (LODR) Regulations.

In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made thereunder and SEBI (LODR) Regulations and are independent of the management.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct

for Directors and Senior Management personnel formulated by the Company.

Key Managerial Personnel ("KMP")

In accordance with the provisions of Section 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following continued to be the Key Managerial Personnel''s of the Company

(a) Mr. Jasbir Singh- Chairman & Chief Executive Officer

(b) Mr. Daljit Singh - Managing Director

(c) Mr. Sanjay Arora - Chief Executive Officer (Electronics Division)

(d) Mr. Udaiveer Singh - Chief Executive Officer (Mobility Application Division)

(e) Mr. Sachin Gupta - Chief Executive Officer (RAC and CAC Division)

(f) Mr. Sudhir Goyal - Chief Financial Officer

(g) Ms. Konica Yadav - Company Secretary and Compliance Officer

19. BOARD MEETINGS

The Company holds minimum of 4 (four) Board meetings in each calendar year with a gap of not more than one hundred and twenty days between any two consecutive Meetings. Additional meetings of the Board/ Committees are convened as may be necessary for proper management of the business operations of the Company.

The agenda and Notice for the Meetings is prepared and circulated in advance to the Directors. The Board of Directors of the Company met 5 (five) times during the financial year 2021-22 i.e. 19 April 2021, 22 May 2021,7 August 2021,30 October 2021 and 29 January 2022.

The necessary quorum was present at all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Act. A detailed update on the Board & its Committees, composition thereof, number of meetings held during financial year 2021-22 and attendance of the Directors at such meeting is provided in the Section "Board of Directors" of "Corporate Governance Report".

20. BOARD COMMITTEES

The Board had duly constituted following Committees, which are in line with the provisions of applicable laws:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Corporate Social Responsibility Committee

D. Stakeholders’ Relationship Committee

E. Risk Management Committee

F. Executive Committee

A detailed update on the composition, number of meetings, attendance and terms of reference of aforesaid Committees are provided in the section "Committees of the Board" of "Corporate Governance Report".

21. meetings of independent directors

As per Schedule IV of the Act, Secretarial Standards-! (''SS-1'') read with the Guidance Note on SS-! and SEBI (LODR) Regulations, the meeting of the Independent Directors was held on 2! December 2021.

22. ANNUAL EVALUATION OF THE BOARD, ITS

committees and individual directors

Pursuant to the provisions of the Act and the SEBI (LODR) Regulations, annual evaluation of the Board, its Committees and individual directors has been carried out on the basis of Guidance Note on Board Evaluation issued by Securities and Exchange Board of India ("SEBI").

To facilitate the evaluation process, Board and its Committee’s self-evaluation questionnaires were circulated to the Board members and respective Committee members and an online link was also provided to the Board members and respective Committee members wherein an option was provided to the Board and Committee members to fill in the said questionnaires online.

Basis the results of the aforesaid questionnaire and feedback received from the Directors and respective Committee members, the performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Executive Chairman and Managing Director was carried out by the Independent Directors. The Directors have expressed their satisfaction with the evaluation process.

23. FAMILIARISATION PROGRAMME FOR THE

independent directors

In compliance with the requirements of the SEBI (LODR) Regulations, the Company has put in place a familiarisation programme for the Independent Directors to familiarise them with their roles, rights and responsibility as Directors, working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarisation

programme are explained in the Corporate Governance Report. The same is also available on the website of the Company at www.ambergroupindia.com

24. REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act read with Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, the Nomination and Remuneration Committee ("NRC") of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees of the Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive and Non-Executive Directors of the Company.

The NRC takes into consideration the best remuneration practices in the industry while fixing appropriate remuneration packages and for administering the long-term incentive plans, such as ESOPs, ESOSs etc. Further, the compensation package of the Directors, Key Managerial Personnel, Senior Management and other employees is designed based on the set of principles enumerated in the said policy.

Your Directors affirm that the remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the Remuneration Policy of the Company.

The ratio of the remuneration of each of the Whole time Director, Managing Director to the median of employees remuneration as per section 197(12) of the Act, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year under review forms part of this report and provided as "Annexure - D".

The Remuneration Policy of the Company can be viewed at the following link: http://www.ambergroupindia. com/nomination-remuneration-policy.

25. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES25.1 PERSONNEL

As on 31 March 2022, total number of permanent employees on the records of the Company were 1363. Your Directors places on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, co-operation and support have enabled the Company to cross new milestones on a continual basis.

25.2 PARTICULARS OF EMPLOYEES

The information in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136 of the Act, the report and financial statements are being sent to the Members and others entitled thereto, excluding the aforesaid disclosure. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

26. AUDITORS26.1 STATUTORY AUDITORS AND AUDITORS'' REPORT

M/s Walker Chandiok & Co. LLP were initially appointed as the statutory auditors of the Company, for the financial year 2012-13 and

2013- 14, according to Section 224(1) of the Companies Act, 1956.

Thereafter the Company, in compliance with the "Transitional Period" appointed the M/s Walker Chandiok & Co. LLP as per erstwhile Companies Act, 1956 for the financial year 2014-15 and opted for one-year transition period of the financial year

2014- 15.

The Company further appointed M/s Walker Chandiok & Co. LLP for one term of five consecutive financial year 2015-16 to 2019-20. M/s Walker Chandiok & Co. LLP have completed only 8 years of continuous appointment as the statutory auditors of the Company.

Thereafter, the Company appoint M/s Walker Chandiok & Co. LLP for a second term of two years for the financial year 2020-21 and 2021-22 from the conclusion of the 30th Annual General Meeting till the conclusion of the 32nd Annual General Meeting of the Company to be held in the year 2022.

They have audited the financial statements of the Company for the financial year under review. The observations of statutory auditor in their Report read with relevant Notes to financial statements are self-explanatory and therefore, do not require further explanation.

The Statutory Auditor’s report does not contain any qualifications, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards’ Report.

Further, there were no frauds reported by the statutory auditor to the Audit Committee or the Board under Section 143(12) of the Act.

The term of the Statutory Auditors i.e. M/s Walker, Chandiok & Co LLP Chartered Accountants, having Firm Registration No. 001076N/N500013 is expiring in ensuing Annual General meeting of the Company

As per Section 139(2) provision (ii) of the Companies Act, 2013, an audit firm which has completed two terms of five consecutive years, shall not be eligible for re-appointment as auditor in the same Company for five years from the completion of such term.

On the recommendation of Audit Committee and Board, the Company now proposes to appoint M/s S.R. Batliboi & Co. LLP (Firm Registration No: 301003E/E300005), Chartered Accountants, as Statutory Auditors of the Company for the first term of 5 Years from the conclusion of this Annual General Meeting till the conclusion of the 37th Annual General Meeting of the Company to be held in the year 2027.

The eligibility confirmation has been obtained from M/s S.R. Batliboi & Co. LLP, Chartered Accountants.

Resolution seeking your approval on this item is included in the Notice convening the 32nd Annual General Meeting.

26.2 SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Amit Chaturvedi & Associates, a practicing Company Secretary firm (Certificate of Practice Number: 14332) to conduct the Secretarial Audit of the Company for the financial year 2021 - 22.

The Company has annexed to this Board Report as "Annexure - E", the Secretarial Audit Report given by the Secretarial Auditor.

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

26.3 INTERNAL AUDITOR

During the financial year under review, Company has appointed M/s Deepak Gulati & Associates, Chartered Accountants as Internal Auditor of the Company for the financial year 2021-22.

Findings and reports by Internal Auditor are reviewed by the Audit Committee about

compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks. The Audit Committee periodically reviews internal audit plans, significant audit findings and adequacy of internal controls.

26.4 COST AUDITOR

Pursuant to the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (including any statutory amendment(s) or re-enactments thereof) and all other applicable rules, regulations and guidelines framed thereunder as may be applicable from time to time, the Board of Directors had on the recommendation of the Audit Committee appointed M/s. K.G. Goyal & Associates, a firm of Cost Accountants (Firm Registration No.000024), having its office at 4A, Pocket 2, Mix Housing Scheme, New Kondli, Mayur Vihar - III, New Delhi - 110 096 as Cost Auditor of the Company for the financial year 2022 - 23.

The partners of the firm are holding a valid certificate of practice under sub-section (1) of Section 6 of Cost and Works Accountants Act, 1959.

The Company has received the certificate from M/s. K.G. Goyal & Associates, Cost Accountants, certifying they are independent firm of Cost Accountants and having arm’s length relationship with the Company.

Cost Audit Report for the financial year 2021 - 22 is required to be filed by the Company with the Ministry of Corporate Affairs and Company will do the related compliance accordingly.

Further, the remuneration of '' 45,000/- excluding applicable taxes and out of pocket expenses, if any payable to the Cost Auditor needs to be approved by the members at ensuing General Meeting of the Company. The resolution seeking members’ ratification on this item is included in the Notice convening the 32nd Annual General Meeting.

26.5 I NTERNAL FINANCIAL CONTROLS AND THEIR

adequacy

The Company has established an internal control system, commensurate with the size, nature, scale and complexity of its operations. The Company has a robust and well embedded system of internal controls. This ensures that all assets are safeguarded and protected against loss from unauthorised use or disposition and all

financial transactions are authorised, recorded and reported correctly.

An extensive risk based programme of internal audits and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is also aligned to the business objectives of the Company. Comprehensive policies, guidelines and procedures are laid down for all business processes. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

Significant features of the Company’s internal control system are:

• A well-established, independent, Internal Audit team operates in line with best-in-class governance practices. It reviews and reports to the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks.

• The Audit Committee periodically reviews internal audit plans, significant audit findings and adequacy of internal controls.

• Systematic self-certification of adherence to key internal controls, as part of control selfassurance by process owners, monitors and reviewers.

• Adherence with a comprehensive information security policy and continuous upgrades of the Company’s IT systems for strengthening automated controls.

• During the financial year, the internal controls were tested and found effective, as a part of the Management’s control testing initiative.

The report on the Internal Financial Controls issued by M/s. Walker Chandiok & Co. LLP Chartered Accountant, the Statutory Auditors of the Company is annexed to the Audit Report on the financial statements of the Company and does not contain any reportable weakness of the Company.

The Internal Auditors of the Company have direct access to the Audit Committee of the Board. Furthermore, the Internal Auditors are also responsible for following up the corrective actions to ensure that satisfactory controls are maintained.

Accordingly, the Board, with the concurrence of the Audit Committee and the Auditors is of the opinion that the Company’s Internal Financial Controls were adequate and operating effectively for the financial year ended 31 March 2022.

27. risk management policy / framework

Pursuant to the provisions of Regulation 21(5) of SEBI (LODR) Regulations, as amended, the top 1000 listed entities, determined on the basis of market capitalisation, as at the end of the immediate previous financial year shall constitute a Risk Management Committee.

Accordingly, the Board of Directors has constituted its Risk Management Committee to assist the Board in fulfilling its responsibilities relating to evaluation and mitigating various risks exposures that potentially impact the Company.

At present the Risk Management Committee comprises Ms. Sudha Pillai, Mr. Jasbir Singh and Mr. Daljit Singh. Ms. Sudha Pillai is the Chairperson of the Risk Management Committee.

The Company has in place a Risk Management Policy. The primary objectives of the Risk Management Policy include identification and categorisation of potential risks, their assessment and mitigation. The Risk Management Committee identifies, evaluates and assesses the risks, understands the exposure of risks and accordingly prepares and oversees execution of appropriate risk mitigation plan. It has identified Risk Management Units within the Company, the risk profiles of which are constantly monitored and the severity of risk is tracked, based on a systematic risk rating methodology.

Also, to address IT related concerns like cyber threats and data vulnerability, the Company has a robust IT system and firewalls to mitigate any threats and risks. The Company takes the below mentioned steps to ensure the privacy and data security of users:

a) Using firewalls on the network.

b) Antivirus is installed on each system to protect from viruses, anti-malware, adware, worms and Trojans.

c) Strong password policy.

d) Automatic backup is scheduled for critical users.

e) Educating users by sending Information like Security Policy of the Company and email awareness mail periodically.

f) External drives are blocked.

The Risk Management Committee and the Board

have identified some elements of risks, which, according to them are crucial to the Company. Details of these elements of risks have been covered in the Management Discussion and Analysis, which form part of this Annual Report and in Note 53 of the standalone financial statements.

The Risk Management Committee maintains comprehensive risk management systems to ensure that the effectiveness of the mitigation action plan gets assessed independently. The effectiveness of system assessed and reviewed by the Risk Management Committee on need basis and annually.

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Note 53 of the standalone financial statements explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

The details of the Risk Management Committee as at 31 March 2022 along with its charter are set out in the Corporate Governance Report, forming part of this report.

In the opinion of the Board, there are no risks that may threaten the existence of the Company.

28. CORPORATE SOCIAL RESPONSIBILITY AND RELATED

matters

The Company has an ongoing vibrant CSR program, of which some of the notable ongoing investments in preventing and promoting health care, woman empowerment programs, promoting and providing education and skill development for livelihood of youths of our country, which supports the underprivileged, socially and economically disadvantaged communities, promoting preventive health care and contribution to COVID -19 activities.

The Company has a duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of the Company. The composition of CSR committee is as stated in the "Committees of the Board" section of "Corporate Governance Report".

The Board of Directors have adopted a CSR policy which is in line with the provisions of the Act. The CSR Policy of the Company lays down the philosophy and approach of the Company towards its CSR commitment. The policy can be accessed at the website of the Company

i.e. www.ambergroupindia.com During the financial year 2021 - 22, on recommendation of CSR Committee Members, the Board approved the CSR Budget amounting of '' 222.27 Lakh which

amounts to 2% of the average net profits of previous three financial years and against the above approved budget '' 222.27 Lakh was spent on CSR projects/ activities in the financial year 2021 -22.

The annual report on our CSR projects/activities is annexed as "Annexure - F" forming part of this report.

29. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134(3)(c) of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them :

(a) in the preparation of the annual accounts for the financial year 31 March 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and loss of the Company for the financial year 31 March 2022;

(c) the directors had 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 had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operative effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operative effectively.

30. disclosures under sexual harassment of women at workplace (prevention,

PROHIBITION & REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every women employee working with the Company. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace. The said policy is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The policy aims at prevention of harassment of women employees contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. The Company has complied with the provisions relating to the constitution of the lnternal Complaints Committee (ICC) and the same has been duly constituted in compliance with the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The said Committee is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

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

a. No. of complaints received: 0

b. No. of complaints disposed of: NA

c. No. of complaints pending: 0

Also, the Company had organised sexual harassment training programmes, from time to time, for its employees and staff. The said training programmes and workshop were helpful in creating necessary awareness and to encourage cooperative environment in the organisation.

31. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provision of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (LODR) Regulations, the Company has formulated Whistle Blower Policy and established Vigil Mechanism for the Directors and Employees of the Company to report, serious and genuine unethical behavior, actual or suspected fraud and violation of the Company’s code of conduct or ethics policy. It also provides adequate safeguards against victimisation of persons, who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee. The main objective of this policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company which have a negative bearing on the organisation either financially or otherwise.

During the financial year 2021 - 22, no personnel of the Company have been denied access to the Audit Committee for reporting concerns, if any.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the Company’s website and can be accessed at the Web-link: http://www.ambergroupindia.com/whistle-blower-policy/

The Company has also adopted a Code of Conduct for Directors and Senior Managerial Personnel which is available on the website of the Company under the weblink: http://www.ambergroupindia.com/code-conduct-directors-senior-management-personnel.

This policy provides an additional channel to the normal management hierarchy for employees to raise concerns about any breach of the Company’s Values or instances of violations of the Company’s Code of Conduct. Therefore, it’s in line with the Company’s commitment to open communication and to highlight any such matters which may not be getting addressed in a proper manner. During the financial year under review, no complaint under the Whistle Blower Policy was received.

32. INSIDER TRADING CODE

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (''the PIT Regulations’) on prevention of insider trading, the Company has revised its Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons in line with the recent amendments brought by SEBI in the PIT Regulations.

The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances.

The Company also has a Code of practices and procedures of fair disclosures of unpublished price sensitive information including a policy for determination of legitimate purposes along with the Institutional Mechanism for prevention of insider trading and Policy and procedures for inquiry in case of leak of unpublished price sensitive information or suspected leak of unpublished price sensitive information.

Further, the Company has put in place adequate and effective system of internal controls and standard processes have been set to ensure compliance with the requirements given in these regulations to prevent insider trading.

To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfill their obligations, a comprehensive campaign was run at all locations of Amber. This included display of relevant and useful content by way of posters on the notice boards and other strategic locations, placement of standees at common areas, key messaging through desktop wallpapers and screensavers, orientation sessions as part of regular employee induction, conducting Company-wide workshops for all Designated Persons by a subject matter expert, sending mails for closure of trading window and submission of periodic disclosures, etc.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms an integral part of this report and gives details of the overall industry structure, economic developments, financial and operational performance and state of affairs of the Company’s business and other material developments during the financial year under review.

35. BUSINESS RESPONSIBILITY REPORT

The Company’s business responsibility ingrains the spectrum of nine principles of National Voluntary Guidelines issued by the Ministry of Corporate Affairs, Government of India, along with their key elements. This is enabled by a suite of frameworks, governance, social objectives, policies, code of conduct and management

systems integrated with the business process.

In terms of SEBI (LODR) Regulations, a separate section on "Business Responsibility Report" forms part of this Annual Report and is given in "Annexure - G".

36. CORPORATE GOVERNANCE

The Company believes that executing strategy effectively and generating shareholder value over the long term requires high standards of corporate governance. To ensure good corporate governance, the Company ensures that its governance framework incorporates the amendments introduced in the SEBI (LODR) Regulations from time to time and the same are complied with on or before the effective date.

In terms of SEBI (LODR) Regulations, a separate section on "Corporate Governance" with a compliance report on corporate governance and a certificate from M/s. Amit Chaturvedi & Associates, a firm of Company Secretaries, Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance, has been provided in this Annual Report and are annexed as "Annexure H" and Annexure -I".

A certificate of the CEO and CFO of the Company in terms of SEBI (LODR) Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

37. MATERIAL CHANGES AND COMMITMENTS, affecting THE financial POSITION OF THE company

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report i.e. between 1 April 2022 to 13 May 2022, except those included in this report.

38. LISTING ON STOCK EXCHANGES

The Company’s shares are listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE").

39. GREEN INITIATIVE

Electronic copies of Annual Report of financial year 2021 - 22 and the Notice of 32nd Annual General Meeting are sent to all members whose email addresses are registered with the Company/ depository participant(s). For members who have not registered their email addresses, physical copies are sent in the

permitted mode.

Members are requested to registered their e-mail addresses with their respective Depository Participants in order to contribute to above Green Initiative program. Further, the Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of 32nd Annual General Meeting. The instructions for e-voting are provided in the Notice of the Annual General Meeting.

40. human resources development and industrial relations

As of 31 March 2022, Your Company employed 1397 fulltime employees. Your Company believes that its employees are its core strength and accordingly development of people and providing a ''best-in-class’ work environment is a key priority for the Organization to drive business objectives and goals. Robust HR policies are in place which enables building a stronger performance culture and at the same time developing current and future leader.

40.1 creating a new performance culture

Performance for the Company is the sum total of value creation within the Organisation. The leadership focus is such that performance is measured on a continuous basis and performance culture is driven to make every month a successful month. The significant overall improvement in the performance of the Company during the last two years is a testimony to the leadership and management focus on this performance driven culture which has resulted in highly engaged and motivated teams.

40.2 TAKING EMPLOYEE ENGAGEMENT TO NEXT LEVEL

The Company has a rich legacy of nurturing and promoting talent from within the Organisation thereby creating a healthy and vibrant work culture across the Company. "Leadership through Innovation" is one such engagement forum which engages employees at a national level competition across all locations to showcase their innovative ideas and skills. This platform challenges employees to question status-quo at the work place and to take a leap of faith towards our journey of innovation.

Several cultural and social programmes are organised within the Company to recognise and promote talent which goes a long way in fostering camaraderie among employees and promotes a sense of belonging in the Organisation.

The human resources development function of the Company is guided by a strong set of values and policies. The Company strives to provide the best work environment with ample opportunities to grow and explore. The Company maintains a work environment that is free from physical, verbal and sexual harassment.

The management believes that the competent and committed human resources are vitally important to attain success in the organisation. In line with this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skill-sets and behavior. Annual sports and games were conducted across the organisation to enhance the competitive spirit and encourage bonding teamwork among the employees.

The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review.

40.3 INDUSTRIAL RELATIONS

The Company enjoyed harmonious industrial relations during the financial year. The robust employee relation practices, a collaborative approach to working and vibrant work culture has created a win-win situation for both employees and the Organisation. This caring spirit has gone a long way in maintaining a harmonious environment across all units.

41. investor relations

The Company continuously strives for excellence in its Investor Relations ("IR") engagement with International and domestic investors through structured conference-calls and periodic investor/analyst interactions like individual meetings, participation in investor conferences, quarterly earnings calls and annual analyst meet with the Chairman & Chief Executive Officer, Managing Director, Executive Director and Business Heads. The Company interacted with various Indian and overseas investors and analysts (excluding quarterly earnings calls and specific event related calls) after listing. The Company always believes in leading from the front with emerging best practices in IR and building a relationship of mutual understanding with investor/analysts.

The Company ensures that critical information about the Company is available to all the investors by uploading all such information at the Company’s website.

42. EXTRACT OF ANNUAL RETURN

In accordance with Section 92 and 134 of the Act read with MCA circular dated 28 August 2020, and notification dated 5 March 2021 the requirement to annex an extract of the annual return with this Annual report in form MGT-9 is dispensed with and is no longer required.

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available under the ''Investors’ section of the Company’s website, www.ambergroupindia. com and can be viewed at the following link: http:// ambergroupindia.com/agm-annual-reports-results.

43. COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has duly complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

44. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

The information required under Section 134 (3) (m) of the Act read with Rule 8(3) of Companies (Accounts) Rules, 2014, is appended hereto as "Annexure - J" and forms part of this Report.

45. STATUTORY DISCLOSURE

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

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

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save or ESOS.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

4. Application filed for Corporate insolvency resolution process under "The Insolvency and Bankruptcy Code, 2016", by a Financial or operational creditor or by the Company itself during the period under review.

Instance of onetime settlement with any Bank or Financial Institution.

5. Voting rights which are not directly exercised by the Employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

6. Buy Back of Shares.

46. KEY FINANCIAL RATIOS

The Key financial ratios for the financial year ended 31 March 2022 forms part of the Management Discussion and Analysis Report.

47. CAUTIONARY STATEMENT

The Board’s Report and Management Discussion & Analysis may contain certain statements describing the Company’s objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

The Company is not obliged to update any such forward-looking statements. Some important factors

that could influence the Company’s operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

48. ACKNOWLEDGEMENT

The Company’s organisational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilisation of the Company’s resources for sustainable and profitable growth.

The Directors place on record, their sincere appreciation for the assistance, guidance and co-operation provided by various government authorities, the banks/financial institutions, business associates, stock exchanges and other stakeholders such as members, customers, suppliers and others. The employees of the Company are instrumental in the Company scaling new heights year after year, and their commitment and contribution is deeply acknowledged. Shareholders’ involvements are greatly valued. The Directors look forward to your continuing support.

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Mar 31, 2021

Your Directors are pleased to present the 31st ANNUAL REPORT on the Business and Operations of the Company along with the audited financial statements (standalone and consolidated) for the financial year ended 31 March 2021.

1. FINANCIAL RESULTS - STANDALONE AND CONSOLIDATED

The standalone and consolidated financial highlights of your Company are as follows:

(Amt in Lakh)
Particulars	Standalone		Consolidated
	For the financial year ended		For the financial year ended
	31 March 2021	31 March 2020	31 March 2021	31 March 2020
Revenue from operations	2,29,590.56	3,00,273.51	3,03,052.01	3,96,279.33
Other Income	2,992.20	586.63	3,309.99	815.81
Total Income from operations	2,32,582.76	300,860.14	3,06,362.00	3,97,095.14
Total Expenses	2,24,831.24	2,87,969.25	2,94,348.76	3,78,020.81
Profit Before Tax (PBT)	7,751.52	12,890.89	12,013.24	19,074.33
Tax Expense
Current Tax	1,714.48	2,881.48	3,164.57	4,326.06
Deferred Tax	881.35	(1,784.59)	520.75	(1,666.22)
Profit After Tax (PAT)	5,155.69	11,794.00	8,327.92	16,414.49
Earnings Per Equity Share (?)
Basic	15.77	37.50	24.96	50.37
Diluted	15.77	37.50	24.96	50.37

2. FINANCIAL HIGHLIGHTS

• Total consolidated revenue from operations in financial year 2020-21 was '' 3,03,052.01 Lakh as compared to '' 3,96,279.33 Lakh in financial year

2019- 20.

• Consolidated Profit before tax for financial year

2020- 21 was '' 12,013.24 Lakh as compared to '' 19,074.33 Lakh in financial year 2019-20.

• Consolidated Profit after tax for financial year 2020-21 was '' 8,327.92 Lakh as compared to '' 16,414.49 Lakh in financial year 2019-20.

• Standalone revenue from operations in financial year 2020-21 was '' 2,29,590.56 Lakh as compared to '' 3,00,273.51 Lakh in financial year 2019-20.

• Standalone Profit before tax for financial year 2020-21 was '' 7,751.52 Lakh as compared to '' 12,890.89 Lakh in financial year 2019-20.

• Profit after tax for financial year 2020-21 was '' 5,155.69 Lakh as compared to '' 11,794.00 Lakh in financial year 2019-20.

• On consolidated and standalone basis the capital expenditure on tangible assets was made of '' 12,696.04 Lakh and '' 9,216.22 Lakh respectively and;

• No material changes or commitments have occurred between the end of the financial year

and the date of this Report which affect the financial statements of the Company in respect of the reporting year.

3. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the financial year 2020 - 21, are prepared in compliance with the applicable provisions of the Companies Act, 2013 ("the Act"), Indian Accounting Standards ("Ind AS") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ["SEBI (LODR) Regulations"] which shall be placed before the members in their forthcoming Annual General Meeting ("AGM"). To comply with Section 129 (3) of the Act, a statement containing the salient features of the financial statements of subsidiary/ associate/ joint venture companies is provided as Annexure in Form AOC - 1 to the consolidated financial statements of the Company and therefore not repeated hereby to avoid duplication.

4. CAPACITY EXPANSION, NEW PROJECTS & STRATEGIC ALLIANCES

Two Green field facilities one in Supa region and other one in South India have been planned for expanding Room Air Conditioners & Components capacities alongwith geographical reach.

5. DEPOSITS

Your Company has not accepted any deposits during the financial year under review, falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

6. TRANSFER TO GENERAL RESERVE

The provisions of the Act do not mandate any transfer of profits to any reserve. Your Company has neither transferred nor proposes to transfer any amount to any reserves.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the financial year 2020 - 21 under review, there was no change in the nature of business of the Company or any of its subsidiaries or associates.

8. DIVIDEND AND DIVIDEND DISTRIBUTION POUCY

The Board of Directors didn’t recommend any Dividend for the financial year 2020 - 2021, due to impact of COVID -19 pandemic on the financial position of the Company.

Further, the Company has planned expansion in two Green field facilities one in Supa region and other one in South India for expanding Room Air Conditioners & Components capacities.

The Board of Directors of the Company in their meeting held on 8 February 2019 approved and adopted a Policy on Distribution of Dividend to comply with Regulation 43A of SEBI (LODR) Regulations and the same is uploaded on the website of the Company at the following link: http://www.ambergroupindia.com/ dividend-distribution-policy/ and is also provided as "Annexure - A".

9. ACQUISITIONSSidwal Refrigeration Industries Private Limited ("Sidwal")

In the financial year 2020 - 21, your Company acquired balance 20% stake of equity share capital of Sidwal Refrigeration Industries Private Limited ("Sidwal") on 18 September 2020, Hence, Sidwal became Wholly Owned Subsidiary of your Company.

10. CREDIT RATING

During the financial year, CRISIL has revised its outlook on the long-term bank facilities of your Company (Amber Enterprises India Limited ("Amber"); part of the Amber group) from ''Stable’ to ''Positive’ while reaffirming rating at ''CRISIL A ’. The short term rating has been reaffirmed at CRISIL A1’. The details of rating action are mentioned below :

Rating Action
Total bank loan	'' 935 Crore (enhanced from
facilities rated	'' 650 Crore)
Long-term rating	CRISIL A /Positive (Outlook revised from ''Stable’ and rating reaffirmed)
Short-term rating	CRISIL A1 (Rating reaffirmed)

1 Crore = 10 Million SHARE CAPITAL

The Authorised Share Capital of the Company is '' 45,00,00,000/- (Rupees Forty Five Crore only) divided into 4,50,00,000 (Four Crore Fifty Lakh) equity shares of '' 10/- (Rupees Ten) each.

During the financial year under review, there was no change in the Authorised Share Capital of the Company. During financial year 2020 - 21 under review, the Company has issued and allotted 22,47,191 equity shares at a price of '' 1,780 per equity shares (including a premium of '' 1,770 per equity share) constituting a discount of 1.04% i.e. '' 18.72 per equity shares which is not more than 5% to the floor price of '' 1,798.72 per equity shares in the qualified institutions placement (the "QIP") under Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and Section 42 and Section 62, along with other applicable provisions, of the Act read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

The issued and paid-up share capital of the Company as on 31 March 2021 was '' 33,69,37,310 divided into 3,36,93,731 equity shares of '' 10 each.

The Company has only one class of equity shares with face value of '' 10 each, ranking pari passu.

11. FINANCIAL LIQUIDITY

On Standalone basis cash and cash equivalent as at 31 March 2021 was '' 47,643 Lakh (previous year '' 9,171 Lakh). The Company’s working capital management is robust and involves a well-organised process which facilitates continuous monitoring and control over receivables, inventories and other parameters. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities. Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates. In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

Note : Cash and cash equivalents mentioned above includes other bank balances, bank deposits with more than 12 months maturity and investment in bonds.

12. EMPLOYEE STOCK OPTION SCHEMES

The Company had introduced an employee stock option plan namely "Amber Enterprises India Limited - Employee Stock Option Plan 2017" ("ESOP 2017"/ "Plan") to attract, retain, incentivise and motivate the Company’s and its Subsidiaries’ eligible employees vide its members’ special resolution dated 26 September 2017 prior to its initial public offer ("IPO") of shares.

In the meantime, IPO was made with listing of shares done on 30 January 2018 on the recognised stock exchanges. The Company has not granted any employee stock options ("Option") under the Pre-IPO Plan so far. In terms of Regulation 12(1) of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SEBI SBEB Regulations"), any fresh grant of Options can be made under ESOP 2017 in case such ESOP 2017 is in compliance with the SEBI SBEB Regulations and is ratified by the members

of the Company by way of special resolution post listing.

The ESOP 2017 as originally introduced was already in conformity with the SEBI SBEB Regulations; however, it was aligned by reflecting few cosmetic changes as per prevailing regulations.

Further a total of 5,18,300 (Five Lakh Eighteen Thousand Three Hundred) Options/ shares were originally reserved under ESOP 2017 out of which no Option has been granted so far. It is appreciated that the Company would need more quantum of Options in view of its ever-increasing human resources particularly with a view to attract, retain, and motivate its critical resources and growth drivers, existing and joining in future, for contribution towards sustained corporate growth and profitability and reward them in line with value created and wherever required with appropriate performance vesting conditions.

In this background, ESOP 2017 has been amended by increasing the Options reserve by an additional quantum of 4,92,500 (Four Lakh Ninety Two Thousand Five Hundred) Options. The source of corresponding number of additional shares shall be from fresh issue of shares. With this, the total Options reserve under ESOP 2017 shall be 10,10,800 (Ten Lakh Ten Thousand Eight Hundred) Options. This amendment is not detrimental to any employee and benefit of such amendment shall be for such employees who shall be eligible for grant under the ESOP 2017.

The Nomination and Remuneration Committee ("Committee") and the Board of Directors of your Company had approved the aforesaid proposals of ratification and amendment vide their respective resolutions dated 7 November 2020.

Consent of the members has been sought by way of a special resolution pursuant to the SEBI SBEB Regulations via postal ballot after which the Company would be able to grant Options under ESOP 2017 to the Company’s and its Subsidiaries’ eligible employees. The brief details of the Employees Stock Option Scheme are detailed as below:

Total Options granted till 31 March 2021	Nil
Total Options granted till the date of report	2,20,000 (Two Lakh Twenty Thousand) Options
Options vested;	N.A.
Options exercised;	N.A.
The total number of shares arising as a result of exercise of option;	N.A.
Options lapsed	None
The exercise price;	'' 2,400

Variation of terms of options;	Nil
Money realised by exercise of options;	N.A.
Total number of options in force;	10,10,800 (Ten Lakh Ten Thousand Eight Hundred) Options.
Employee wise details of options granted to : Key Managerial Personnel : 1. Mr. Udaiveer Singh	70,000 Options
2. Mr. Sanjay Arora	50,000 Options
3. Mr. Sachin Gupta	50,000 Options
4. Mr. Sudhir Goyal	50,000 Options
ii) Any other employee who receives a grant of options in any one year of option amounting to 5% or more of options granted during that year.	Nil
(iii) Identified employee who was granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.	Nil

After the closure of financial year 2020 - 21, the Nomination and Remuneration Committee in its meeting held on 19 April 2021 has granted 2,20,000 options to certain identified eligible employees of the Company and its subsidiaries.

Your Company has received a certificate from M/s Walker Chandiok & Co. LLP, Statutory Auditors that the ESOP 2017 for grant of stock options has been implemented in accordance with the SEBI Regulations and the resolution passed by the members in their general meeting and via postal ballot. The certificate would be placed/available at the ensuing Annual General Meeting for inspection by the members.

13. RELATED PARTY TRANSACTIONS

To comply with the provisions of Section 188 of the Act and Rules made thereunder read with Regulation 23 of SEBI (LODR) Regulations, your Company took necessary prior approval of the Audit Committee before entering into Related Party Transactions. The Audit Committee has approved transactions through the omnibus mode in accordance with the provisions of the Act and SEBI (LODR) Regulations. Related Party Transactions were disclosed to the Board on regular basis as per Ind AS-24. All contracts / arrangements / transactions entered into by the Company with related parties, as defined under the Act and SEBI (LODR) Regulations during financial year 2020 - 21, were in the ordinary course of business and on arm’s length basis. During the year under review, your 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 for Related Party Transactions.

None of the transactions with any of the related parties were in conflict with the interest of the Company rather, these were synchronised and synergised with the Company’s operations.

Attention of Members is drawn to the disclosure of transactions with the related parties set out in Note no. 46 of the standalone financial statements, forming part of the Annual Report. Your Company has framed a Policy on Related Party Transactions in accordance with SEBI (LODR) Regulations and as per the amended provisions of the Act. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

The policy is uploaded on the website of the Company at the Web-link: http://www.ambergroupindia.com/ policy-materiality-dealing-related-party-transactions. In accordance with Section 134(h) of the Act read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with the related parties referred to in Section 188(1) of the Act, have been provided in Form AOC-2 and attached the same as "Annexure - B".

14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees, securities and investments covered under the provisions of Section 186 of the Act are given in the notes to the standalone financial statements.

15. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company has following wholly owned subsidiaries and subsidiaries :

WHOLLY OWNED SUBSIDIARIES

1. PICL (India) Private Limited;

2. Appserve Appliance Private Limited

3. Sidwal Refrigeration Industries Private Limited

subsidiaries

1. IL JIN Electronics (India) Private Limited;

2. EVER Electronics Private Limited.

The Company shall make available the financial statements of the subsidiary companies to any member of the Company who may be interested in obtaining the same. Further, the financial statements of the subsidiaries are also available on the website of the Company viz. www.ambergroupindia.com. To comply with the provisions of Section 129 of the Act, a separate statement containing salient features of financial statements of subsidiaries, associates and joint ventures of your Company forms part of consolidated financial statements.

Wholly Owned Subsidiaries

PICL (India) Private limited ("PICL")

PICL, a wholly owned subsidiary of your Company was incorporated as a Private Limited Company on 13 September 1994 under the provisions of Companies Act, 1956 having its Registered Office in New Delhi with the business of manufacturing various kinds of fractional horse power motors for WACs, SACs, commercial air conditioner and other applications. During financial year 2020 - 21, PICL has reported total income of '' 13,129.12 Lakh and a net loss of '' (693.18) Lakh.

Appserve Appliance Private Limited ("Appserve")

Appserve, a wholly owned subsidiary of your Company was incorporated as a Private Limited Company on 4 December 2017 under the provision of the Act having its Registered Office in Rajpura, Punjab with the object of carrying out the business of manufacture, repair, maintenance, installation, assembly and routine servicing activities of all kinds of white goods i.e. RACs, washing machines, refrigerators, consumer durables and other similar equipment and components and to establish repair shops for the same along with other related activities.

During financial year 2020 - 21, Appserve has reported '' 0.43 Lakh income and booked a net loss of '' (5.79) Lakh.

IL JIN Electronics (India) Private Limited ("IL JIN")

IL JIN, a subsidiary of your Company was incorporated as a Private Limited Company on 11 September 2001 under the provisions of Companies Act, 1956 having its Registered Office in New Delhi. Your Company holds 70% stake in the equity share capital of IL JIN.

IL JIN is engaged in the business of manufacturing, assembling, dealing, importing and exporting of electronic assembled printed circuit boards for Air conditioners and other consumer durables, electronics and automobiles.

During financial year 2020 - 21, IL JIN has reported total income of '' 30,820.47 Lakh and Net profit of '' 657.89 Lakh.

Ever Electronics Private Limited ("EVER")

EVER, a subsidiary of your Company was incorporated as a Private Limited Company on 2 August 2004 under the provisions of Companies Act, 1956 having its Registered Office in Pune, Maharashtra and is engaged in the business of assembly of electronics printed circuit boards for Air conditioners & other consumer durables, electronics and automobiles. Your Company acquired additional 51% stake in the equity share capital of Ever on 17 October 2019 and at present holds 70% stake in the equity share capital of EVER.

During financial year 2020 - 21, EVER has reported total income of '' 15,440.55 Lakh and Net profit of '' 89.74 Lakh.

Sidwal Refrigeration Industries Private Limited ("Sidwal")

Sidwal, a wholly owned subsidiary of your Company was incorporated as a Private Limited Company on 16 August 1965 under the provisions of Companies Act, 1956 having its Registered Office in New Delhi and is engaged in the business of manufacturing and sale of Heating, Ventilation and Air Conditioning equipment for railways, metros, defence, bus, telecom, commercial refrigeration and related components for private and government customers. Your Company acquired balance 20% stake of equity share capital of Sidwal on 18 September 2020, Hence, Sidwal became Wholly Owned Subsidiary of your Company.

During financial year 2020 - 21, Sidwal has reported total income of '' 20,357.21 Lakh and Net profit of '' 3,564.18 Lakh.

A statement containing highlights of performance of each subsidiary company, salient features of their financial statements for the financial year ended

31 March 2021 and their contribution to the overall performance of the Company is provided in Form AOC - 1 as "Annexure - C" and forms part of this Annual Report and the consolidated financial statements of the Company for the reference of the members. The same is not being repeated here for the sake of brevity. There are no companies which have ceased to be its subsidiaries, joint ventures or associates companies during the financial year.

15.1 MATERIAL SUBSIDIARIES

To comply with the provisions of Regulation 16(c) of SEBI (LODR) Regulations, the Board of Directors of the Company have approved and adopted a Policy for determining material subsidiary and as on 31 March 2021, IL JIN and Sidwal are the material subsidiaries of the Company in terms of the said policy. The policy on material subsidiary has been uploaded on the website of the Company at the Web-link: http: //www.ambergroupindia. com/policy-determination-material-subsidiary-governance-subsidiary.

16. directors and key managerial personnel

The Independent Directors hold office for a fixed period of five years from the date of their re-appointment and are not liable to retire by rotation. Out of the remaining 2 Executive/ Non-Independent Directors, in accordance with Section 152 of the Act and the Articles of Association of the Company, Mr. Daljit Singh being longest in office retire by rotation and being eligible, offer his candidature for re-appointment as Director.

As per the provisions of Section 149 of the Act, the members of the Company at AGM held on 23 August 0219 re-appointed Dr. Girish Kumar Ahuja (DIN 00446339), Ms. Sudha Pillai (DIN: 02263950) and Mr. Satwinder Singh (DIN: 00164903), for the period of 5 years with effect from 20 September 2019.

Declaration from Independent Directors

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and SEBI (LODR) Regulations.

In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made thereunder and SEBI (LODR) Regulations and are independent of the management.

Key Managerial Personnel ("KMP")

In accordance with the provisions of Section 2(51)

and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following continued to be the Key Managerial Personnel''s of your Company :

(a) Mr. Jasbir Singh- Chairman & Chief Executive Officer

(b) Mr. Daljit Singh - Managing Director

(c) Mr. Sanjay Arora - Chief Executive Officer (Electronics Division)

(d) Mr. Udaiveer Singh - Chief Executive Officer (Mobility Application Division)

(e) Mr. Sachin Gupta - Chief Executive Officer (RAC and CAC Division)

(f) Mr. Sudhir Goyal - Chief Financial Officer

(g) Ms. Konica Yadav - Company Secretary and Compliance Officer

17. BOARD MEETINGS

During the financial year, four meetings of the Board of Directors were held on: 30 May 2020, 7 August 2020, 7 November 2020, and 30 January 2021. The intervening gap between these meetings was within the period prescribed under the Act and SEBI (LODR) Regulations. The details of the meetings and attendance of the Directors are provided in the Corporate Governance Report.

The 30th Annual General Meeting of the Company was held on 4 September 2020.

18. BOARD COMMITTEES

The Company has duly constituted Board level Committees namely Audit and Risk Management Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders'' Relationship Committee as mandated by the applicable laws and as per the business requirements.

The Board has an additional Committee of the Board named Executive Committee, which is headed by Mr. Jasbir Singh, Chairman and Chief Executive Officer of the Company which undertakes matters related to availing of credit facilities, opening and closing of Bank account, providing loan or securities or guarantees on behalf of its subsidiaries and other routine matters those are related to day to day operations of the Company.

The details with respect to Board Committees are provided in the Corporate Governance Report of the

Company which forms part of this report.

19. MEETINGS OF INDEPENDENT DIRECTORS

As per Schedule IV of the Act, Secretarial Standards-! (''SS-1’) read with the Guidance Note on SS-! and SEBI (LODR) Regulations, the meeting of the Independent Directors was held on 18 December 2020.

20. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDuAL DIRECTORS

Pursuant provisions of Section 134 (3)(p) of the Act read with the rules made thereunder, and Regulation 17(10) of SEBI (LODR) Regulations, a formal annual evaluation of the performance of the Board, its Committees, the Chairman as well as performance of the Directors individually has been performed. Evaluation was sought by way of a structured individual questionnaire covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, preparation & contribution at Board meetings, leadership etc. and the evaluation was carried out based on responses received from the Director.

As part of the evaluation process, the Independent Directors in their separate meeting held on 18 December 2020 have reviewed the performance of non-independent directors, Chairman and Board as a whole along with review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same.

The performance evaluation of the respective Committees and that of Independent and NonIndependent Directors was done by the Board excluding the Director being evaluated. Further, the Committees were evaluated in terms of receipt of appropriate material for agenda topics in advance with right information and insights to enable them to perform their duties effectively, review of committee charter, updation to the Board on key developments, major recommendations & action plans, stakeholder engagement, devoting sufficient time & attention on its key focus areas with open, impartial & meaningful participation and adequate deliberations before approving important transactions & decisions.

The actions emerging from the Board evaluation process were collated and presented before the Nomination and Remuneration Committee as well as the Board. Suggestions/feedback concerning strategic,

governance and operational matters are actioned upon by the team.

The details of programs for familiarisation of the 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, number of programs and number of hours spent by each Independent Director in terms of the requirements of SEBI (LODR) Regulations are available on the Company’s website and can be accessed at the weblink: http://www.ambergroupindia. com/code-and-policies.

21. remuneration policy

Pursuant to the provisions of Section 178 of the Act read with Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, the Nomination and Remuneration Committee ("NRC") of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive and Non-Executive Directors of the Company.

The NRC takes into consideration the best remuneration practices in the industry while fixing appropriate remuneration packages and for administering the long-term incentive plans, such as ESOPs, ESOSs etc. Further, the compensation package of the Directors, Key Managerial Personnel, Senior Management and other employees is designed based on the set of principles enumerated in the said policy.

Your Directors affirm that the remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the Remuneration Policy of your Company.

The Remuneration details of the Directors, Chief Financial Officer and Company Secretary, along with details of ratio of remuneration of each Director to the median remuneration of employees of the Company for the financial year under review are provided as "Annexure - D".

The Remuneration Policy of your Company can be viewed at the following link: http://www. ambergroupindia.com/nomination-remuneration-policy.

22. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

22.1 Personnel

As on 31 March 2021, total number of permanent employees on the records of your Company were 1397 as against 1095 in the previous financial year.

Your Directors places on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, co-operation and support have enabled the Company to cross new milestones on a continual basis.

22.2 PARTICuLARS OF EMPLOYEES

The information in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136 of the Act, the report and financial statements are being sent to the Members and others entitled thereto, excluding the aforesaid disclosure. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

23. AuDITORS

23.1 STATuTORY AuDITORS AND AuDITORS'' REPORT

M/s Walker Chandiok & Co. LLP were initially appointed as the statutory auditors of the Company, for financial year 2012-13 and financial year 2013-14, according to Section 224(1) of the Companies Act, 1956.

Thereafter the Company, in compliance with the "Transitional Period" appointed the M/s Walker Chandiok & Co. LLP as per erstwhile Companies Act, 1956 for financial year 2014-15 and opted for one-year transition period of financial year 201415.

The Company further appointed M/s Walker Chandiok & Co. LLP for one term of five consecutive financial years 2015-16 to 2019-20. M/s Walker Chandiok & Co. LLP have completed only 8 years of continuous appointment as the statutory auditors of the Company.

Thereafter, the Company appoint M/s Walker Chandiok & Co. LLP for a second term of two years for financial year 2020-21 and financial year 2021-22 from the conclusion of the 30th Annual General Meeting till the conclusion of the 32nd Annual General Meeting of the Company to be held in calendar year 2022.

Pursuant to the notification issued by the Ministry of Corporate Affairs on 7 May 2018 amending Section 139 of the Act and the Rules framed thereunder, the requirement to place the matter relating to the appointment of Auditors for ratification by members at every AGM has been done away with vide notification dated 7 May 2018 issued by the Ministry of Corporate Affairs. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed for a term of two years from the conclusion of the 30th AGM held on 4 September 2020.

They have audited the financial statements of the Company for the financial year under review. The observations of statutory auditor in their Report read with relevant Notes to financial statements are self-explanatory and therefore, do not require further explanation.

The Auditors’ Report is unmodified i.e. it does not contain any qualification, reservation or adverse remarks.

Further, there were no frauds reported by the statutory auditor to the Audit Committee or the Board under Section 143(12) of the Act.

23.2 SECRETARIAL AuDITOR

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Amit Chaturvedi & Associates, a practicing Company Secretary (Certificate of Practice Number: 14332) to conduct the Secretarial Audit of your Company for financial year 2020 - 21.

The Company has annexed to this Board Report as "Annexure - E", a Secretarial Audit Report given by the Secretarial Auditor.

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

23.3 INTERNAL AuDITOR

During the financial year under review, Company has appointed M/s Deepak Gulati & Associates, Chartered Accountants as Internal Auditor of the Company for financial year 2020 - 21.

Findings and reports by Internal Auditor are reviewed by the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks. The Audit Committee periodically reviews internal audit plans, significant audit findings and adequacy of internal controls.

23.4 COST AUDITOR

Pursuant to the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (including any statutory amendment(s) or re-enactments thereof) and all other applicable rules, regulations and guidelines framed thereunder as may be applicable from time to time, the Board of Directors had on the recommendation of the Audit Committee appointed M/s. K.G. Goyal & Associates, a firm of Cost Accountants (Firm Registration No.000024), having its office at 4A, Pocket 2, Mix Housing Scheme, New Kondli, Mayur Vihar - III, New Delhi - 110 096 as Cost Auditor of the Company for financial year 2021 - 22.

The partners of the firm are holding a valid certificate of practice under sub-section (1) of Section 6 of Cost and Works Accountants Act, 1959.

The Company has received the certificate from M/s. K.G. Goyal & Associates, Cost Accountants, certifying they are independent firm of Cost Accountants and having arm’s length relationship with your Company.

Cost Audit Report for the financial year 2020 - 21 is required to be filed by the Company with the Ministry of Corporate Affairs and Company will do the related compliance accordingly.

Further, the remuneration of '' 45,000/- excluding applicable taxes and out of pocket expenses, if any payable to the Cost Auditor needs to be approved by the members at ensuing General Meeting of the Company. The Resolution seeking members’ ratification on this item is included in the Notice convening the 31st Annual General Meeting.

23.5 I NTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has established an internal control system, commensurate with the size, scale and complexity of its operations. Your Company has a robust and well embedded system of internal controls. This ensures that all assets are safeguarded and protected against loss from unauthorised use or disposition and all financial transactions are authorised, recorded and reported correctly.

An extensive risk based Programme of internal audits and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit

plan is also aligned to the business objectives of the Company. Comprehensive policies, guidelines and procedures are laid down for all business processes. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

Significant features of the Company’s internal control system are:

• A well-established, independent, Internal Audit team operates in line with best-in-class governance practices. It reviews and reports to the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks.

• The Audit Committee periodically reviews internal audit plans, significant audit findings and adequacy of internal controls.

• Systematic self-certification of adherence to key internal controls, as part of control selfassurance by process owners, monitors and reviewers.

• Adherence with a comprehensive information security policy and continuous upgrades of the Company’s IT systems for strengthening automated controls.

• During the financial year, the internal controls were tested and found effective, as a part of the Management’s control testing initiative.

The report on the Internal Financial Controls issued by M/s. Walker Chandiok & Co. LLP Chartered Accountant, the Statutory Auditors of the Company is annexed to the Audit Report on the financial statements of the Company and does not contain any reportable weakness of the Company.

Accordingly, the Board, with the concurrence of the Audit and Risk Management Committee and the Auditors is of the opinion that the Company’s Internal Financial Controls were adequate and operating effectively for the financial year ended 31 March 2021.

24. RISK MANAGEMENT POUCY / FRAMEWORK

Pursuant to the provisions of Regulation 21(5) of SEBI (LODR) Regulations, as amended, the top 1000 listed entities, determined on the basis of market capitalisation, as at the end of the immediate previous

financial year shall constitute a Risk Management Committee.

Accordingly, the Board of Directors in their meeting held on 8 February 2019 has constituted its Risk Management Committee to assist the Board in fulfilling its responsibilities relating to evaluation and mitigating various risks exposures that potentially impact the Company. Thereafter, as per the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021, the Board in its meeting held on 22 May 2021 has merged the Risk Management Committee and Audit Committee by changing the nomenclature of "Audit Committee" to "Audit and Risk Management Committee" of the Board.

At present the Audit and Risk Management Committee comprises Dr. Girish Kumar Ahuja, Mr. Satwinder Singh, Ms. Sudha Pillai and Mr. Jasbir Singh. Dr. Girish Kumar Ahuja is the Chairman of this Audit and Risk Management Committee.

The Company has in place a Risk Management Policy. The primary objectives of the Risk Management Policy include identification and categorisation of potential risks, their assessment and mitigation. The Risk Management Committee identifies, evaluates and assesses the risks, understands the exposure of risks and accordingly prepares and oversees execution of appropriate risk mitigation plan. It has identified Risk Management Units within the Company, the risk profiles of which are constantly monitored and the severity of risk is tracked, based on a systematic risk rating methodology.

The Risk Management Committee and the Board have identified some elements of risks, which, according to them are crucial to the Company. Details of these elements of risks have been covered in the Management Discussion and Analysis, which form part of this Annual Report and in Note 53 of the standalone financial statements.

The Risk Management Committee maintains comprehensive risk management systems to ensure that the effectiveness of the mitigation action plan gets assessed independently. The effectiveness of system assessed and reviewed by the Risk Management Committee on need basis and annually.

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Note 53 of the standalone financial statements explains the sources of risk which the entity is exposed to and how

the entity manages the risk and the related impact in the financial statements.

The details of the Risk Management Committee as at 31 March 2021 along with its charter are set out in the Corporate Governance Report, forming part of this report.

25. CORPORATE SOCIAL RESPONSIBILITY AND RELATED MATTERS

Your Company has constituted a Corporate Social Responsibility ("CSR") Committee which functions under direct supervision of Ms. Sudha Pillai, Independent Director, who is the Chairperson of the CSR Committee. Other members of the Committee are Mr. Jasbir Singh, Mr. Daljit Singh and Mr. Manoj Kumar Sehrawat.

Your Company has implemented the CSR policy, duly formulated and recommended by the CSR Committee to the Board. The CSR policy lays down CSR projects/ activities to be undertaken by your Company. The CSR projects/activities undertaken by your Company are based on the approved CSR policy, which is available on the Company’s website through Web-link: http://www. ambergroupindia.com/corporate-social-responsibility. As per the Company’s CSR policy, it continues to focus its CSR efforts on the following focus areas :

1. PROMOTING AND PREVENTING Health CARE, SANITATION AND MAKING AVAILABLE SAFE DRINKING WATER: Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water and spending on COVID -19;

2. PROMOTING EDuCATION: Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects;

3. PROMOTING GENDER EQuALITY AND WOMEN EMPOWERMENT: Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

4. PROMOTING SPORTS: Construction of Sports Stadium, Training to promote rural sports, nationally recognised sports, paralympic sports and Olympic sports;

5. CONTRIBUTION TO PRIME MINISTER'' NATIONAL RELIEF FUND: Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socioeconomic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;

6. PROMOTING RURAL DEVELOPMENT PROJECTS: Strengthening rural areas by improving accessibility, housing, drinking water, Sanitation, power and livelihoods, thereby creating sustainable villages.

Your Company has an ongoing vibrant CSR program, of which some of the notable ongoing investments in preventing and promoting health care, woman empowerment programs, promoting and providing education and skill development for livelihood of youths of our country, which supports the underprivileged, socially and economically disadvantaged communities, promoting preventive health care.

During the financial year 2020 - 21 the CSR Committee met twice on 30 May 2020 and 30 January 2021. During financial year 2020 - 21, on recommendation of CSR Committee Members, the Board approved the CSR Budget amounting of '' 232.91 Lakh which amounts to 2% of the average net profits of previous three financial years and against the above approved budget '' 158.11 Lakh was spent on CSR projects/activities in financial year 2020 -21.

Further, a detail about the CSR policy is available at our website. The annual report on our CSR projects/ activities is annexed as "Annexure - F" forming part of this report.

26. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134(3)(c) of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them :

(a) in the preparation of the annual accounts for the financial year 31 March 2021, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and loss of the

Company for the financial year 31 March 2021;

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

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operative effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operative effectively.

27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has in place a policy on Prevention of Sexual Harassment at workplace. This policy is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

All employees, whether permanent, contractual, temporary and trainees are covered under this Policy. The Company aims at providing a workplace that enables employees to work without gender bias and sexual harassment. To achieve this objective, the Company regularly organises awareness sessions at all locations to sensitise the employees and conduct themselves in a professional manner.

As per the said Policy, an Internal Committee is also in place to redress complaints received regarding sexual harassment. During the financial year under review, no case was filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

28. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provision of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (LODR) Regulations, the Company has formulated Whistle Blower Policy and established Vigil Mechanism for the Directors and Employees of the Company to report, serious and genuine unethical behavior, actual or suspected fraud and violation of the Company’s

code of conduct or ethics policy. It also provides adequate safeguards against victimisation of persons, who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee. The main objective of this policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company which have a negative bearing on the organisation either financially or otherwise.

During financial year 2020 - 21, no personnel of the Company have been denied access to the Audit Committee for reporting concerns, if any.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the Company’s website and can be accessed at the Web-link: http://www.ambergroupindia.com/whistle-blower-policy/

The Company has also adopted a Code of Conduct for Directors and Senior Managerial Personnel which is available on the website of the Company under the weblink: http://www.ambergroupindia.com/code-conduct-directors-senior-management-personnel. This policy provides an additional channel to the normal management hierarchy for employees to raise concerns about any breach of the Company’s Values or instances of violations of the Company’s Code of Conduct. Therefore, it’s in line with the Company’s commitment to open communication and to highlight any such matters which may not be getting addressed in a proper manner. During the financial year under review, no complaint under the Whistle Blower Policy was received.

29. INSIDER TRADING CODE

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015 (''the PIT Regulations’) on prevention of insider trading, your Company has revised its Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons in line with the recent amendments brought by SEBI in the PIT Regulations.

The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances.

Your Company also has a Code of practices and procedures of fair disclosures of unpublished price sensitive information including a policy for determination of legitimate purposes along with the Institutional Mechanism for prevention of insider trading and Policy and procedures for inquiry in case of leak of unpublished price sensitive information or suspected leak of unpublished price sensitive information.

Further, your Company has put in place adequate and effective system of internal controls and standard processes have been set to ensure compliance with the requirements given in these regulations to prevent insider trading.

To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfill their obligations, a comprehensive campaign was run at all locations of Amber. This included display of relevant and useful content by way of posters on the notice boards and other strategic locations, placement of standees at common areas, key messaging through desktop wallpapers and screensavers, orientation sessions as part of regular employee induction, conducting Company-wide workshops for all Designated Persons by a subject matter expert, sending mails for closure of trading window and submission of periodic disclosures, etc.

30. DISCLOSURE WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT: The following are the details that are required to be provided under Schedule V (F) of the SEBI (LODR) Regulations:
Number of Shareholders and outstanding shares in the suspense account in the beginning of the year (1 April 2020)	Number of shareholders who approached listed entity for transfer of shares from suspense account during the year	Number of shareholders to whom shares were transferred from suspense account during the year	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year (31 March 2021)	The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares
None	None	None	None	None

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms an integral part of this report and gives details of the overall industry structure, economic developments, financial and operational performance and state of affairs of your Company’s business and other material developments during the financial year under review.

32. BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (LODR) Regulations, the Business Responsibility Report ("BRR") has been prepared and forms part of the Annual Report as "Annexure - G". The Report provides a detailed overview of initiatives taken by your Company from environmental, social and governance perspectives.

33. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The report on Corporate Governance as stipulated under Schedule V(c) of the SEBI (LODR) Regulations, forms an integral part of this Report and the same is attached with this report as "Annexure - H".

The certificate on compliance with Corporate Governance norms is also attached thereto. The certificate from M/s. Amit Chaturvedi & Associates, a firm of Company Secretaries, confirming the compliance of conditions of Corporate Governance as stipulated under Schedule V (E) of the SEBI (LODR) Regulations is annexed as "Annexure - I".

34. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report i.e. between 1 April 2021 to 22 May 2021, except those included in this report. However, in view of the ongoing Covid-19 pandemic, your Company carried out a comprehensive assessment of possible impact on its business operations, financial assets, contractual obligations and its overall liquidity position, based on the internal and external sources of information and application of reasonable estimates. Your Company did not foresee any significant incremental risk to the recoverability of its assets or in meeting its financial obligations over

the foreseeable future, given early and required steps taken to contain, protect and mitigate the exposure.

36. LISTING

The equity shares of the Company are listed on the trading terminals of the National Stock Exchange of India Limited and BSE Limited.

37. GREEN INITIATIVE

Electronic copies of Annual Report 2020 - 21 and the Notice of 31st Annual General Meeting are sent to all members whose email addresses are registered with the Company/ depository participant(s). For members who have not registered their email addresses, physical copies are sent in the permitted mode.

38. HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

As of 31 March 2021, Your Company employed 1,397 fulltime employees. Your Company believes that its employees are its core strength and accordingly development of people and providing a ''best-in-class’ work environment is a key priority for the Organisation to drive business objectives and goals. Robust HR policies are in place which enables building a stronger performance culture and at the same time developing current and future leader.

38.1 CREATING A NEW PERFORMANCE CULTURE

Performance for the Company is the sum total of value creation within the Organisation. The leadership focus is such that performance is measured on a continuous basis and performance culture is driven to make every month a successful month. The significant overall improvement in the performance of the Company during the last two years is a testimony to the leadership and management focus on this performance driven culture which has resulted in highly engaged and motivated teams.

38.2 TAKING EMPLOYEE ENGAGEMENT TO NEXT LEVEL

Your Company has a rich legacy of nurturing and promoting talent from within the Organisation thereby creating a healthy and vibrant work culture across the Company. "Leadership through Innovation" is one such engagement forum which engages employees at a national level competition across all locations to showcase their innovative ideas and skills. This platform challenges employees to question status-quo at

the work place and to take a leap of faith towards our journey of innovation.

Several cultural and social programmes are organised within the Company to recognise and promote talent which goes a long way in fostering camaraderie among employees and promotes a sense of belonging in the Organisation.

The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment.

The management believes that the competent and committed human resources are vitally important to attain success in the organisation. In line with this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skill-sets and behavior. Annual sports and games were conducted across the organisation to enhance the competitive spirit and encourage bonding teamwork among the employees.

The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review.

38.3 INDUSTRIAL RELATIONS

The Company enjoyed harmonious industrial relations during the financial year. The robust employee relation practices, a collaborative approach to working and vibrant work culture has created a win-win situation for both employees and the Organisation. This caring spirit has gone a long way in maintaining a harmonious environment across all units.

39. INVESTOR RELATIONS

Your Company continuously strives for excellence in its Investor Relations ("IR") engagement with International and domestic investors through structured conference-calls and periodic investor/analyst interactions like individual meetings, participation in investor conferences, quarterly earnings calls and annual analyst meet with the Chairman & Chief Executive Officer, Managing Director, Executive Director and Business Heads. Your Company interacted with various Indian and overseas investors and analysts (excluding quarterly earnings calls and specific event related calls) after listing. Your Company always believes in

leading from the front with emerging best practices in IR and building a relationship of mutual understanding with investor/analysts.

Your Company ensures that critical information about the Company is available to all the investors by uploading all such information at the Company’s website.

40. EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Act read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT - 9 is given in the "Annexure - J" and forms part of this Report.

41. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is fully compliant with the applicable Secretarial Standards ("SS") viz. SS-1 & SS-2 on meetings of the Board of Directors and General meetings respectively.

42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

The information required under Section 134 (3) (m) of the Act read with Rule 8(3) of Companies (Accounts) Rules, 2014, is appended hereto as "Annexure - K" and forms part of this Report.

43. STATUTORY DISCLOSURE

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

1. Deposits from the public falling within the ambit of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

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 save or ESOS.

4. 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.

5. Voting rights which are not directly exercised by the Employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant

to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

6. Buy Back of Shares.

44. AWARDS AND ACCOLADES

During the financial year under review your Company received the following awards and accolades :

1) "Excellence in Consumer Durables & Electronics Manufacturing" under category of Outstanding Contribution to Design Led Electronics Manufacturing from ELCINA;

2) Special appreciation award by Swaraj M&M Tractors for supplying 13 new developed parts with all efforts to help them to achieve record No. 14600 Tractor Production.

45. CAUTIONARY STATEMENT

The Board’s Report and Management Discussion & Analysis may contain certain statements describing the Company’s objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Company’s operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

46. ACKNOWLEDGEMENT

Your Company’s organisational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilisation of the Company’s resources for sustainable and profitable growth.

The Directors place on record, their sincere appreciation for the assistance, guidance and co-operation provided by various government authorities, the banks/financial institutions, business associates, stock exchanges and other stakeholders such as members, customers, suppliers and others. The employees of the Company are instrumental in the Company scaling new heights year after year, and their commitment and contribution is deeply acknowledged. Shareholders’ involvements are greatly valued. The Directors look forward to your continuing support.

For and on behalf of Board of Directors Amber Enterprises India limited

(Jasbir Singh) (Daljit Singh)

Chairman & CEO and Director Managing Director

DIN:- 00259632 DIN:- 02023964

Place : Gurugram 248 - I, Vasant Vihar, G - 45, Silver Oak Avenue, DLF City, Phase - I,

Date : 22 May 2021 Dehradun - 248006, Uttarakhand Gurugram - 122002, Haryana

---

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 28th ANNUAL REPORT on the Business and Operations of the Company along with the audited standalone and consolidated financial statements of your Company for the financial year ended 31 March 2018.

A. FINANCIAL AND OPERATIONAL HIGHLIGHTS

Financial Summary /Performance of the Company (Standalone and Consolidated)

(Rs. in Lakh)

	Standalone For the financial year ended		Consolidated For the financial year ended
Particulars	31 March 2018	31 March 2017	31 March 2018	31 March 2017
Revenue from operations	194,997.47	163,237.02	217,150.82	173,581.45
Other Income	768.73	816.12	871.63	881.27
Total Income from operations	195,766.20	164,053.14	218,022.45	174,462.72
Total Expenses	186,849.09	160,201.89	209,082.01	170,892.08
Profit Before Tax (PBT)	8,917.11	3,851.25	8,940.44	3,570.64
Tax Expense Current Tax	1,926.30	893.66	1,926.30	883.95
Deferred Tax	792.22	540.70	783.56	472.31
Profit After Tax (PAT)	6,198.59	2,416.89	6,230.58	2,214.38
Earnings Per Equity Share (Rs.) Basic	23.04	10.69	23.16	9.80
Diluted	23.04	10.69	23.16	9.80

Vide notification dated 16 February 2015, the Ministry of Corporate Affairs notified the Indian Accounting Standards (“Ind AS”) to be applicable to certain class of companies including listed companies, for the accounting periods beginning on or after 1 April 2016, with comparatives to be provided for the period ending on 31 March 2016. Ind AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013 (the “Act”). The financial statements (standalone and consolidated) for the financial year ended 31 March 2018, forming part of this Annual Report, have been prepared in accordance with the provisions of the Act, read with the Companies (Accounts) Rules, 2014, applicable Ind AS and the regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”). These form part of the Annual Report.

Explanations capturing areas of differences and reconciliations from Indian GAAP to Ind AS have been provided in the notes to accounts to the financial statements (standalone and consolidated) respectively.

Financial Performance and Review

Amber reported strong year-on-year (YoY) volume growth of 26.2% in RAC’s sold. The spilt between Indoor Unit (IDU), Outdoor Unit (ODU) and Window Ac (WAC) is 46%, 38% and 16% respectively.

For the year ended 31 March 2018 the revenue from the operations (net off excise) grew by 23% to Rs.1,92,307.26 Lakh as compared to Rs.1,56,193.95 Lakh during the previous year.

Profit before tax for the year was higher by 132% to Rs.8,917 Lakh as compared to Rs.3,851.25 Lakh in the previous year and Profit after tax for the year was higher by 156% to Rs.6,198.59 Lakh as compared to Rs.2,416.89 Lakh in the previous year.

On the consolidated basis, the revenue from the operations (net off excise) for the year ended 31 March 2018 was Rs.21,28,08.38 Lakh as compared to Rs.1,65,186.03 Lakh during the previous year registering a growth of 29%.

Improvement in profitability was led by addition in new customers, increase in wallet share of existing customers, new product introductions and manufacturing efficiencies. Increase in PAT was also due to reduction in finance cost due to debt reduction that was done from IPO proceeds.

The above performance was also come in the framework of implementation of Goods and Service Tax (“GST”).

The Company’s earnings per share was Rs.23.04 during the current year.

A detailed discussion on financial and operational performance of the Company is given under “Management Discussion and Analysis Report” forming part of this Annual Report.

Credit Rating

The Company follows a disciplined financial approach and has been continuously working on improving its financial risk profile. Your Directors are pleased to share the details of ratings upgraded by CRISIL Limited (“CRISIL”) and India Ratings and Research Private Limited (“India Ratings”) A Fitch Group Company for its Fund and Non - Fund based working capital facilities.

The details of ratings upgraded by CRISIL are appended below :

Instrument Category	Rating/Outlook	Rating Action
Long Term	CRISIL A	Upgraded
		(from ‘CRISIL A-/Positive’)
Short Term	CRISIL A1	Upgraded
		(from ‘CRISIL A2 )

Positive Outlook on the Long Term bank facilities of the Company The details of ratings upgraded by India Ratings are appended below :

Date of	Coupon		Size of Issue		Rating
Instrument Type Issuance	Rate (%)	Maturity Date	(Million)	Rating/Outlook	Action
Fund-based working -	-	-	Rs.2,842.5	INDA/Stable/IND	Upgraded
capital limit			(increased from Rs.2,012.5)	A1
Non-fund-based -	-	-	Rs.2,021.5 (reduced INDA/Stable/IND		Upgraded
working			from	A1
capital limit			Rs.2,102.5)
Non-fund-based -	-	-	Rs.141	INDA/Stable/IND	Assigned
working				A1
capital limit
Term loans -		April 2023	‘1,201.6	WD	Withdrawn (repaid in full)

Stable Outlook on the Fund and Non-Fund Based bank facilities of the Company.

These ratings symbolize low credit risk with adequate degree of safety regarding timely servicing of financial obligations.

Initial Public Offer (IPO)

The financial year 2017-18 has been a momentous year from the growth perspective of your Company. Your Company has been converted into a Public Limited Company pursuant to a resolution passed by the members of your Company at the Extra Ordinary General Meeting held on 20 September 2017. A fresh certificate of incorporation consequent upon conversion from a private limited company to a public limited company was issued by the Registrar of Companies (“ROC”) on 22 September 2017 in the name of “Amber Enterprises India Limited”.

Further, Your Company has successfully completed its Initial Public Offering (IPO) by raising Rs.4750 million via fresh issue of shares for prepayment or repayment of all or a portion of certain borrowings availed by the Company, IPO expenses and for general corporate purposes of the Company and Rs.1250 million through offer for sale (OFS) by Promoters.

Your Company’s successfully listed its Equity Shares on the BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) with effect from 30 January 2018.

Investor Relations (IR)

Your Company continuously strives for excellence in its Investor Relations (“IR”) engagement with International and domestic investors through structured conference-calls and periodic investor/ analyst interactions like individual Meetings, participation in investor conferences, quarterly earnings calls and annual analyst meet with the Chairman & Managing Director, Executive Director and Business Heads. Your Company interacted with various Indian and overseas investors and analysts (excluding quarterly earnings calls and specific event related calls) after listing. Your Company always believes in leading from the front with emerging best practices in IR and building a relationship of mutual understanding with investor/analysts.

Your Company ensures that critical information about the Company is available to all the investors by uploading all such information at the Company’s website.

Awards and Accolades

During the financial year under review your Company received the following awards and accolades:

1. Best Support: Green Supply Chain’ from Godrej for 2016-2017.

2. Gold award in relation to green company rating system from Confederation of Indian Industry -Sohrabji Godrej Green Business Center in 2017;

3. Supply Excellence by SML ISUZU for supply excellence;

4. Silver award by John Deere for Supplier Focus Six Sigma project completion

5. Quality award - Press Commodity by LGE;

6. Green Manufacturing Gold Rating by Confederation of Indian Industry

7. 2nd runner up in 1st National Competition on SPC towards Zero Defect by Confederation of Indian Industry

Dividend

Your Directors with a view to conserve resources for future development and expansion have not recommended any dividend for the financial year ended 31 March 2018.

Transfer to Reserves

The provisions of the Act do not mandate any transfer of profits to any Reserve. Your Company has neither transferred nor proposes to transfer any amount to any reserves.

Change in the Nature of Business, If any

There is no change in the nature of business of the Company or any of its subsidiaries or associates, during the year under review.

Material changes and commitments, affecting the financial position of the Company

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report i.e. between 31 March 2018 to 7 August 2018.

Outlook

We remained focused on strengthening the core of our business through innovation, leading market development and continuous improvement of our executional capabilities. Our strategy is well on track as we delivered on our goals of consistent, competitive, profitable and responsible growth. Unpredictability and volatility have become a part of all our lives and we need to equip ourselves with agility and flexibility to deal with these difficult times.

Our team is dynamic and making plans to expand its businesses enter new markets and launch new products. Our team is making concerted efforts to implement the aggressive but prudent Strategic Plan, which will make the Company ready for the future, looking for opportunities while looking out for challenges. We continued to make good progress on our sustainability priorities to achieve the main object of the Company to become First Choice of Customer and to make the Company as No. 1 OEM/ODM & Parts Manufacturing Company of the world and to take this Company to even greater heights, one that we can all continue to be truly proud of.

Business prospects will remain positive because of the growing share of inverter RACs in the overall RAC market. Your Company is well-positioned to reap the benefits that India’s promising white goods industry has to offer. Various business aspects including market conditions, business opportunities, challenges etc. have been discussed at length in the Management’s Discussion and Analysis (“MDA”), which forms part of this Annual Report.

B. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated financial statements have been prepared by the Company in accordance with Indian Accounting Standards (Ind AS), are provided in the Annual Report of the Company. As per the provisions of Section 136 of the Act, the Company has placed separately the audited financial statements of its subsidiaries on its website www.ambergroupindia. com.

Subsidiaries, Associates and Joint Ventures

During the year under review, Appserve Appliances Private Limited became wholly owned subsidiary of the Company w.e.f 4 December 2017 in addition to our existing wholly owned subsidiary of the Company i.e. PICL (India) Private Limited.

In order to help the Company to offer more integrated solutions for Inverter Air Conditioners and move towards “Smart Future Read Technology” your Company had acquired 70% equity stake of IL JIN Electronics (India) Private Limited on 28 December 2017, consequent to such acquisition it became subsidiary of your Company.

Copies of audited financial statements of the subsidiaries will be provided to the members at their request.

The financial statements of the Company and of the Subsidiary Companies are open for inspection by any members at the Registered Office of the Company. The members, if they desire, may write to the Company to obtain a copy of the financial statements of the Subsidiary Companies.

The Policy for determining material subsidiaries as approved by the Board is uploaded on the Company’s website and can be accessed at the Web-link: http: //www.ambergroupindia.com/policy-determination-material-subsidiary-governance-subsidiary.

The statement containing highlights of performance of each subsidiary company, salient features of their financial statements for the financial year ended on 31 March 2018 and their contribution to the overall performance of the Company is provided in Form AOC - 1 as “Annexure A” and forms part of this Annual Report and Note 55 to the consolidated financial statements of the Company for the reference of the members. The same is not being repeated here for the sake of brevity.

There are no companies which have ceased to be its subsidiaries, joint ventures or associates companies during the year.

C. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Corporate Governance Policies guide the conduct of affairs of your Company and clearly delineates the roles, responsibilities and authorities at each level of its governance structure and key functionaries involved in governance. The Code of Conduct for Senior Management and Employees of your Company (“the Code of Conduct”) commits Management to financial and accounting policies, systems and processes. The Corporate Governance Policies and the Code of Conduct stand widely communicated across your Company at all times. Your Company’s financial statements are prepared on the basis of the significant accounting policies that are carefully selected by management and approved by the Audit Committee and the Board. These accounting policies are reviewed and updated from time to time.

Your Company uses ERP Systems as a business enabler and also to maintain its Books of Account. The transactional controls built into the ERP systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records. The Information Management Policy reinforces the control environment. The systems, Standard Operating Procedures and controls are reviewed by Management. These systems and controls are audited by Internal Audit and their findings and recommendations are reviewed by the Audit Committee which ensures the implementation. Your Company has in place adequate internal financial controls with reference to the financial statements commensurate with the size, scale and complexity of its operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India.

Based on the results of such assessments carried out by Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed. Nonetheless your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

Further, no material or serious observation has been received from the Internal Auditors and Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

D. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements Regulations) 2015, a detailed “Management Discussion and Analysis Report” is attached herewith and forms a part of the Annual Report.

E. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered during the year were in the Ordinary Course of Business and on Arm’s Length basis.

I n accordance with Sec 134(h) of the Act and Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with the Related Parties referred to in Section 188(1) of the Act, have been provided in Form AOC-2 and attached the same as “Annexure B”. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website and can be accessed at the Web-link: http://www. ambergroupindia.com/policy-materiality-dealing-related-party-transactions.

The details of Related Party disclosures as stated in the notes to the financial statements forms part of this annual report.

F. AUDITORS

Statutory Auditors and Auditors’ Report Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N), were appointed as Statutory Auditor of the Company at the AGM held on 29 September 2015 to hold office for a term of five years, i.e. from the conclusion of 25th AGM of the Company till the conclusion of 30th AGM of the Company, subject to ratification of their appointment by members at each Annual General Meeting to be held during the period and fix their remuneration.

Ministry of corporate affairs vides its notification dated 7 May 2018 has omitted explanation given below under Rule 3 of the Companies (Audit and Auditors) Rules, 2014:

Provided that the Company shall place the matter relating to such appointment for ratification by members at every annual general meeting.

In context of above notification, modification is required to be made in resolution passed at the AGM held on 29 September 2015 related to appointment of Statutory Auditor of the Company.

Resolution seeking your approval on this item is included in the Notice convening the 28th Annual General Meeting. The Members are requested to modify the resolution related to the appointment of the Statutory Auditor as aforesaid.

The Auditors’ Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Amit Chaturvedi & Associates, a practicing Company Secretary (Certificate of Practice Number: 14332) to undertake the Secretarial Audit of the Company for the financial year ended 31 March 2018.

The Company has annexed to this Board Report as “Annexure C”, a Secretarial Audit Report given by the Secretarial Auditor.

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

Internal Auditor

During the year under review, Company has appointed M/s Deepak Gulati & Associates, Chartered Accountants as Internal Auditor of the Company for the financial year 2017 - 18.

Findings and reports by Internal Auditor are reviewed by the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks. The Audit Committee periodically reviews internal audit plans, significant audit findings and adequacy of internal controls.

Cost Auditor

Pursuant to the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (including any statutory amendment(s) or re-enactments thereof) and all other applicable rules, regulations and guidelines framed thereunder as may be applicable from time to time, the Board of Directors had on the recommendation of the Audit Committee appointed M/s. K.G. Goyal & Associates, a firm of Cost Accountants (Firm Registration No.000024), having its office at 4A, Pocket 2, Mix Housing Scheme, New Kondli, Mayur Vihar - III, New Delhi - 110 096 as Cost Auditor of the Company for the financial year 2018 - 19.

The partners of the Firm are holding a valid certificate of practice under sub-section (1) of Section 6 of Cost and Works Accountants Act, 1959.

The Company has received the certificate from K.G. Goyal & Associates, Cost Accountants, certifying they are independent firm of Cost Accountants and having arm’s length relationship with your Company.

Cost Audit Report for the financial year 2017 - 18 is required to be filed by the Company with the Ministry of Corporate Affairs and Company will do the related compliance accordingly.

Further, the Remuneration of Rs.40,000/- payable to the Cost Auditor needs to be approved by the Members at subsequent General Meeting of the Company. The Resolution seeking members’ ratification on this item is included in the Notice convening the 28th Annual General Meeting.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act.

G. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided covered under Section 186 of the Companies Act, 2013 are provided in the notes no. 44 forming part of the financial statements provided in this Annual Report.

H. KEY MANAGERIAL PERSONNEL

During the Financial Year, the following have been designated as the Key Managerial Personnel (“KMPs) of the Company pursuant to sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(a) Mr. Jasbir Singh- Chairman & Chief Executive Officer

(b) Mr. Daljit Singh - Managing Director

(c) Mr. Sanjay Arora - Director Operations

(d) Mr. Udaiveer Singh - President - RAC Operations

(e) Mr. Sachin Gupta - Vice President - RAC Operations

(f) Mr. Sudhir Goyal - Chief Financial Officer There has been no change in the KMPs.

Employee Stock Options

During the year under review, Your Company has formulated and adopted Employee Stock Option Plan namely ‘Amber Enterprises India Limited - Employee Stock Option Plan 2017’ (“ESOP 2017”) for granting of options to eligible employees and Directors of the Company and its Subsidiary Company(ies) which was approved by Members of your Company at the Extra Ordinary General Meeting held on 26 September 2017 .

The certificate from the statutory auditor of the Company that the Scheme has been implemented in accordance with the applicable SEBI Guidelines and the resolution passed by the shareholders would be placed at the Annual General Meeting for inspection by members.

Statement of particulars of appointment and remuneration of managerial personnel/ employees

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in “Annexure D” to this Report.

Human Resources Development and Industrial Relations

The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment.

The management believes that the competent and committed human resources are vitally important to attain success in the organization. In line with this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skill-sets and behavior. Annual sports and games were conducted across the organization to enhance the competitive spirit and encourage bonding teamwork among the employees.

The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has in place an Anti- Sexual Harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of the same, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. All employees (permanent, contractual, temporary and trainees) are covered under this Policy.

The Company has set up Internal Complaints Committees to redress complaints received regarding sexual harassment. During the year under review, no case was filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

I. BOARD & ITS COMMITTEE Directors

Pursuant to the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Jasbir Singh, Chairman and Chief Executive Officer of the Company is liable to retire by rotation at the ensuing AGM and being eligible, seeks re-appointment.

Further, subsequent to right available to Ascent Investment Holdings Pte. Ltd. (“Ascent”) to appoint one nominee director on the Board the Company so long as Ascent hold 15% (fifteen percent) or more of the Share Capital of the Company and provided that the right of Ascent to nominate a director on the Board of the Company shall be exercised only after obtaining shareholders’ approval through a special resolution.

Now, in accordance with above and the provisions of Articles of Association of the Company, the Resolution seeking your approval on right available to Ascent for appointing one Nominee Director on the Board of the Company is included in the Notice convening the 28th Annual General Meeting.

Appointments

During the year under review, Company has made following appointments on the Board:

Dr. Girish Kumar Ahuja, Ms. Sudha Pillai and Mr. Satwinder Singh were appointed as an Additional Directors in the capacity of Independent Directors of the Company for a period of two years with effect from 20 September 2017 and their office as Independent Directors were regularized on the even date at Extraordinary General Meeting (‘EGM’) held on 20 September 2017.

Resignation

Mr. Kartar Singh, Chairman Cum Whole Time Director has tendered his resignation w.e.f. 25 August 2017 and Board of Directors noted the same in Board Meeting held on 25 August 2017.

Pursuant to Clause No. 4.2 of the Shareholders Agreement dated 23 December 2016 as executed between the Company, Mr. Jasbir Singh, Mr. Daljit Singh (Mr. Daljit Singh and Mr. Jasbir Singh are collectively referred to as “Promoters”) and Ascent, Ascent had withdrawn the nomination of Mr. Suresh Eshwara Prabhala from the Board of the Company with effect from 20 September 2017.

The Board of Directors noted the same in Board Meeting held on 20 September 2017.

The Board places on record their appreciation on the valuable contributions made by Mr. Kartar Singh and Mr. Suresh Eshwara Prabhala during their tenure as Directors of the Company.

Declaration from Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The detail of Director proposed to be appointed/ reappointed is given in the notice convening the AGM forming part of this Annual Report.

Board Evaluation

The Act states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Act states that the performance evaluation of independent directors shall be carried out by the entire Board of Directors, excluding the director being evaluated. SEBI (LODR) Regulations, 2015 also mandates that the Board shall monitor and review the Board evaluation framework.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

The Independent Directors in their separate meeting held on 28 December 2017 have reviewed the performance of non-independent directors, Chairman and Board as a whole along with review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to self-evaluate the performance of committee. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Company was also carried out by the Independent Directors, taking into account the views of the Executive Director and NonExecutive Directors. The Directors expressed their satisfaction with the evaluation process.

The details of programs for familiarization of the 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, number of programs and number of hours spent by each Independent Director in terms of the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are available on the Company’s website and can be accessed at the Weblink: http:// www.ambergroupindia.com/code-and-policies Policy on Directors’ Appointment and Remuneration The policy of the Company on directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Act adopted by the Board, has been disclosed in the corporate governance report, which forms part of the Board’s Report. Directors’ Responsibility Statement In terms of Section 134(3)(c) of the Act, the Board of

Directors of the Company states that:

(a) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and loss of the Company for that period;

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

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operative effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operative effectively.

Board Meetings

During the year, Eleven Board Meetings were held on: 12 May 2017, 10 July 2017, 25 August 2017, 20 September 2017, 26 September 2017, 11 November 2017, 2 December 2017, 20 December 2017, 6 January 2018, 25 January 2018 and 9 March 2018. The intervening gap between these meetings was within the period prescribed under the Act and Listing Regulations. The details of the meetings and attendance of the Directors are provided in the Corporate Governance Report.

The 27th Annual General Meeting (AGM) of the Company was held on 25 August 2017.

Statutory Committees

The Company has duly constituted Board level Committees namely Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders’ Relationship Committee as mandated by the applicable laws and as per the business requirements. The details of the same are provided in the Corporate Governance Report of the Company which forms part of this report.

Meetings of Independent Directors

As per Schedule IV of the Companies Act, 2013, Secretarial Standards-1 (‘SS-1’) read with the Guidance Note on SS-1 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the meeting of the Independent Directors was held on 28 December 2017.

J. GOVERNANCE

Corporate Governance

Your Company has a rich legacy of ethical governance practices many of which were implemented by the Company, even before they were mandated by law. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards Corporate Governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.

Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.

Detailed compliances with the provisions of the SEBI (LODR) Regulations, 2015 and Companies Act, 2013 for the year 2017-18 are given in Corporate Governance Report, which is attached and forms part of this report. The Auditors’ certificate on compliance with corporate governance norms is also attached thereto.

A separate section on Corporate Governance practices followed by your Company, as stipulated under Schedule V(C) of the SEBI (LODR) Regulations, 2015 is forming part of this report annexed as “Annexure E”.

The certificate of the Statutory Auditor with regard to compliance of conditions of corporate governance as stipulated under Schedule V (E) of the SEBI (LODR) Regulations, 2015 is annexed as “Annexure F” to the Report on Corporate Governance.

Vigil Mechanism/ Whistle Blower Policy Pursuant to the provision of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (LODR) Regulations, the Company has formulated Whistle Blower Policy & established Vigil Mechanism for the Directors and Employees of the Company to report, serious and genuine unethical behavior, actual or suspected fraud and violation of the Company’s code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee. No personnel of the Company have been denied access to the Audit Committee.

The main objective of this policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company which have a negative bearing on the organization either financially or otherwise.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the Company’s website and can be accessed at the Web-link: http://www.ambergroupindia.com /whistle-blower-policy.

The Company has also adopted a Code of Conduct for Directors and Senior Managerial Personnel which is available on the website of the Company under the weblink: http://www.ambergroupindia.com/code-conduct-directors-senior-management-personnel. This policy provides an additional channel to the normal management hierarchy for employees to raise concerns about any breach of the Company’s Values or instances of violations of the Company’s Code of Conduct. Therefore, it’s in line with the Company’s commitment to open communication and to highlight any such matters which may not be getting addressed in a proper manner. During the year under review, no complaint under the Whistle Blower Policy was received.

K. CORPORATE SOCIAL RESPONSIBILITY AND RELATED MATTERS

Corporate Social Responsibility and Project Implemented

Your Company’s Corporate Social Responsibility (CSR) efforts in the last financial year have been concentrated on initiatives which contribute to nation building, and have in fact been identified as priorities in the national agenda. As per the Company’s CSR Policy, it continues to focus its CSR efforts on Swach Bharat program i.e. Sanitation Development and making available Safe drinking water in Schools/ Educational Institutes, health care facilities, women empowerment, promoting education, vocational skill development and construction of sports stadium and training to promote rural sports, nationally recognised sports, Paralympic sports and Olympic sports.

Your Company has an ongoing vibrant CSR program, of which some of the notable ongoing investments in providing education and skill development for livelihood of youths of our country, which supports the underprivileged, socially and economically disadvantaged communities.

CSR Policy

The Corporate Social Responsibility Committee had formulated and recommended to the Board, a Corporate Social Responsibility Policy (“CSR Policy”) which was subsequently adopted by it and is being implemented by the Company. The CSR Policy including a brief overview of the projects or programs proposed to be undertaken can be accessed at the Company’s website through the Web-link: http:// www.ambergroupindia.com/corporate-social-responsibility.

CSR Committee

In accordance with the requirements of Section 135 of the Act, the CSR Committee of the Board comprises of following Members:

Ms. Sudha Pillai : Independent Director

Mr. Jasbir Singh : Member

Mr. Daljit Singh : Member

Mr. Manoj Kumar : Member Sehrawat

The Composition of the CSR Committee meets the requirements of Section 135 of the Act.

During the financial year 2017-18 the Committee met three times on 12 May 2017, 25 August 2017 and 27 February 2018.

On recommendation of CSR Committee Members, the Board approved the CSR Budget amounting of Rs.1,18,00,000 /- (Rupees One Crore and Eighteen Only) to be spent in the financial year 2018 -19. Company has spent Rs.1,18,82,135 (Rupees One Crore Eighteen Lakh Eighty Two Thousand One Hundred Thirty Five Only) on approved CSR Projects against the Budget of Rs.1,18,00,000 /- (Rupees One Crore and Eighteen Only) in the financial year 2017 -18.

Further, a detail about the CSR policy is available at our website. The annual report on our CSR Projects is annexed as “Annexure G” forming part of this report.

SECRETARIAL

Share Capital

During the year under review, your Company had successfully completed its Initial Public Offering (IPO) of equity shares of the Company and the equity shares have been listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) with effect from 30 January 2018. In the process, the Company had allotted 6,984,865 equity shares of face value of Rs.10 each (the “Equity Shares”) comprising a fresh issue of up to 5,529,685 equity shares aggregating up to Rs.4,746.63 million (“Fresh Issue”) and an offer for sale of up to 1,455,180 equity shares aggregating up to Rs.1,249.11 million, comprising an offer for sale of up to 727,590 equity shares by Mr. Jasbir Singh aggregating up to Rs.624.56 million, and up to 727,590 equity shares by Mr Daljit Singh aggregating up to Rs.624.56 million. The Offer includes a reservation of 50,000 equity shares aggregating to Rs.38.7 million for subscription by Eligible Employees.

Prior to IPO, the Company had converted 10 (ten), 8.65% Compulsorily Convertible Debentures (“CCDs”) into Equity Shares.

The Authorized Share Capital of the Company has been increased from Rs.31,00,00,000/- (Rupees Thirty One Crore only) divided into 2,65,00,000 (Two Crore Sixty Five Lakh) equity shares of Rs.10/- (Rupees Ten) each and 45,00,000 (Forty Five Lakh) preference shares of Rs.10/- (Rupees Ten) each and classified to Rs.45,00,00,000/- (Rupees Forty Five Crore only) equity shares of Rs.10/- (Rupees Ten) divided into 4,50,00,000 (Four Crore Fifty Lakh) equity shares of Rs.10/- (Rupees Ten) each.

As a result, the Authorized Share Capital as on date stands at 4,50,00,000 equity shares of Rs.10/- each aggregating to Rs.45,00,00,000/- (Rupees Forty Five Crore Only).

The movement in Authorized Share Capital is as follows:

Authorized Capital as on 31 March 2017	Movement during the year 2017 - 18	Cumulative Authorized Capital post such movement
2,65,00,000 (Two Crore Sixty Five Lakh) equity shares of ‘10/- (Rupees Ten) each	Nil Increase of 1,40,00,000 equity shares of Rs.10/- each on 20 September 2017.	2.65.00.000 (Two Crore Sixty Five Lakh) equity shares of Rs.10/- (Rupees Ten) each. 4.05.00.000 (Four Crore Five Lakh) equity shares of Rs.10/- (Rupees Ten) each.
45,00,000 (Forty Five Lakh) preference	Classified into 45,00,000 (Forty Five	4,50,00,000 (Four Crore Fifty Lakh)
shares of Rs.10/- (Rupees Ten) each	Lakh) equity shares of ‘10/- each on 20 September 2017	equity shares of Rs.10/- each

The movement in paid up share capital is as follows:

Paid Up Capital as on 31 March 2017	Movement during the year 2017 - 18	Cumulative Paid Up Capital post such movement
2,38,09,825 (Two Crore Thirty Eight Lakh Nine Thousand Eight Hundred Twenty Five) equity shares of Rs.10/-(Rupees Ten) each	Nil Conversion of 10 (ten), 8.65% Compulsorily Convertible Debentures (“CCDs”) of Rs.5,00,00,000/- each aggregating to Rs.50,00,00,000/- into 21,07,030 equity shares of Rs.10/- each at a premium of Rs.227.30/- per equity share on 2 December 2017. Allotment of 55,29,685 ( Fifty Lakh Twenty Nine Thousand Six Hundred Eighty Five) equity shares of Rs.10/- on 25 January 2018 in IPO	2,38,09,825 (Two Crore Thirty Eight Lakh Nine Thousand Eight Hundred Twenty Five) equity shares of Rs.10/-(Rupees Ten) each. 2,59,16,855 (Two Crore Fifty Nine Lakh Sixteen Thousand Eight Hundred Fifty Five) equity shares of Rs.10/- (Rupees Ten) each. 3,14,46,540 (Three Crore Fourteen Lakh Forty Six Thousand Five Hundred Forty) equity shares of Rs.10/- (Rupees Ten) each.

Amendment to the Memorandum and Articles of Association of the Company

Following key changes have been made in the Memorandum and Articles of Association of Your Company in the financial year 2017 - 18

Date of Shareholders’ resolution, unless otherwise specified	Nature of Amendment
20.09.2017	Amendment to Clause V of the Memorandum of Association to reflect the increase in the authorized share capital of our Company from Rs.31,00,00,000/- (Rupees Thirty One Crore only) divided into 2,65,00,000 (Two Crore Sixty Five Lakh) equity shares of Rs.10/- (Rupees Ten) each and 45,00,000 (Forty Five Lakh) preference shares of Rs.10/- (Rupees Ten) each TO Rs.45,00,00,000/- (Rupees Forty Five Crore only) equity shares of Rs.10/- (Rupees Ten) divided into 4,50,00,000 (Four Crore Fifty Lakh) equity shares of Rs.10/- (Rupees Ten) each. Amendment to Clause I of the Memorandum of Association for deletion of the word “Private” and the consequent change in the name of your Company to Amber Enterprises (India) Limited. Adoption of new Articles of Association comprises of Part A and Part B; (a) by inserting Part A comprising of Article 1 to Article 32, AND; (b) by collectively marking the existing Article 1 to Article 11 as Part B (containing entrenched provision) after Part - A.
26.09.2017	Ratification of the Roc approved name i.e. Amber Enterprises India Limited in Memorandum and Articles of Association of the Company.
02.12.2017	Amendment in articles of association of the Company- Substitution of the first paragraph of existing Article 23 with the following paragraph: “Subject to the applicable provisions of the Act, the number of Directors of the Company shall not be less than 3 (three) and not more than 15 (fifteen). The Company shall also comply with the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014 and the provisions of the Listing Regulations. The Board shall have an optimum combination of executive and Independent Directors with at least 1 (one) woman Director, as may be prescribed by Law from time to time. So long as Ascent holds 15% or more of the Share Capital of the Company, Ascent shall have the right to nominate a Director on the Board, provided however, that such nomination right available to Ascent shall be exercised only after obtaining Shareholders’ approval through a Special Resolution after the listing of the Equity Shares.”

Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is given in the “Annexure H” and forms part of this Report.

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

The information required under Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8(3) of Companies (Accounts) Rules, 2014, is appended hereto as “Annexure I” and forms part of this Report.

L. DISCLOSURE WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT:

The following are the details that are required to be provided under Schedule V (F) of the SEBI (LODR) Regulations, 2015:

Number of Shareholders and outstanding shares in the suspense account in the beginning of the year (30 January 2018) i.e. date of listing of shares of the Co.	shareholders who approached listed entity for transfer of shares from suspense account during the year;	shareholders to whom shares were transferred from suspense account during the year;	number of shareholders and the outstanding shares in the suspense account lying at the end of the year;	on these shares shall remain frozen till the rightful owner of such shares claims the shares.
4 Cases for 64 Shares	2	2	2 Cases for 34 Shares	Yes

M. GENERAL DISCLOSURE

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

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

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save or ESOS.

3. 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.

4. Voting rights which are not directly exercised by the Employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

N. ACKNOWLEDGMENT

Your Directors express their deep sense of gratitude to the Banks/Financial Institution(s), Lenders, Stakeholders, Business Associates, Statutory Authorities, Stock Exchanges, Central and State Government, their local authorities for their cooperation and support and look forward to their continued support in future.

We thank our employees for their devotion, commitment and contribution to your Company’s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

For and on behalf of Board of Directors

Amber Enterprises India Limited

(Formerly Known as Amber Enterprises (India)

Private Limited)

(Jasbir Singh) (Daljit Singh)

Place : Gurugarm Director Managing Director

Date : 7 August 2018 DIN:- 00259632 DIN:- 02023964