Amber Enterprises India Ltd

Dear Member(s),

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:

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 Rating Action

ICRA LIMITED Rating Action

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.

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

CARE Limited

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 Circuits Private Limited ("Ascent")*

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 :

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 ALLIANCES

A. MANUFACTURING FOOTPRINT AND CAPACITY

OPTIMIZATION

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

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

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 :

Following are the step-down subsidiary(ies)/joint venture of the Company and its subsidiaries as on 31^st March 2025:

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 Rs1,874.04 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 Technoplast India Private Limited ("AmberPR")

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.

ILJIN 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.

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.

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.

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 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 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:

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

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 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.

AUDITORS & AUDITORS' REPORT

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.

Details of the awards received during the Financial Year are as follows:

These recognitions reinforce the AC Division's commitment to innovation led growth and its ability to navigate and excel in a dynamic industrial environment.

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.