The Board of Directors (the "Board") have pleasure in presenting the 34^th Annual Report of the Gujarat Ambuja Exports Limited
(the "Company") together with the Audited Financial Statements for the FY 2024-25.

FINANCIAL HIGHLIGHTS

The Board's Report is prepared based on the Standalone Financial Statements of the Company. The summary of the Audited
Financial Statements for the FY 2024-25 and appropriation of divisible profits is given below:

DIVIDEND

The Company has a consistent track record of dividend
payment. Based on Company's performance, the Board of
Directors at its meeting held on 17^th May, 2025, recommended
final dividend of ' 0.25/- per equity share of ' 1 /- each for
the FY 2024-25 amounting to ' 11.47 Crores, subject to the
approval of Members at the ensuing Annual General Meeting
of the Company.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the "Listing Regulations"), the Dividend
Distribution Policy of the Company aims to ensure fairness,
sustainability and consistency in distributing profits to
the Shareholders. The Dividend Distribution Policy of the
Company is displayed on the website of the Company at
https://www.ambujagroup.com/documents/corporate-
governance-and-statutory-disclosures/policies/dividend-
distribution-policy.pdf.

The Board of Directors of the Company have recommended
dividend within the parameters of the Dividend Distribution
Policy. There was no change in Dividend Distribution Policy
during the FY 2024-25.

BUSINESS OPERATIONS / STATE OF THE COMPANY'S
AFFAIRS

a. Operational Performance

The Company recorded operational revenue of
' 4,612.58 Crores as compared to ' 4926.93 Crores
during the previous financial year. The Company
achieved EBIDTA margin of 10.51% in FY 2024-25
against 11.92% in FY 2023-24.

Export Sales for the FY 2024-25 was ' 1191.85 Crores
as compared to ' 1737.43 Crores for the FY 2023-24
mainly due to demand in international market.

The Company achieved Earnings before Interest,
Depreciation and Tax ("EBIDTA") of ' 484.87 Crores for
the FY 2024-25 against that of ' 587.11 Crores for the
FY 2023-24.

b. Capital Projects for FY 2024-25

During the FY 2024-25 the Company has invested
about ' 43.58 Crores in the ongoing projects mainly
into routine capital expenditures in modifications of
existing projects. This investment was for its maize
processing units at all locations and agro processing
segments.

Apart from routine capital expenditures on the ongoing
projects, the Company has invested ' 237.60 Crores in
the new projects.

SHARE CAPITAL

As on 31^st March, 2025, the issued, subscribed and paid up
capital of the Company stood at ' 45,86,70,660/- comprising
of 45,86,70,660 equity shares of ' 1/- each.

During the FY 2024-25, the Company has not issued shares
with differential voting rights or granted stock options or
issued sweat equity or Employee Stock Option scheme.

CHANGE IN NATURE OF BUSINESS

During the FY 2024-25, there is no change in the nature of
the business of the Company.

TRANSFER TO RESERVE

The Board of Directors, at its meeting held on 17^th May 2025,
approved the transfer of the following reserves to the General
Reserve of the Company, as the original purposes for which
these reserves were created have been duly fulfilled:

a. Amalgamation Reserve amounting to ' 0.02 Crores,
created pursuant to the Scheme of Amalgamation
of Jupiter Biotech Limited ("Transferor Company")
with Gujarat Ambuja Exports Limited ("Transferee
Company").

b. Capital Subsidy Reserve amounting to ' 1.25 Crores,
created out of grants received in the nature of
promoter's contribution and classified as a capital
reserve.

Accordingly, necessary accounting entries have been passed
in the books of accounts of the Company.

CORPORATE GOVERNANCE REPORT

The Company makes due compliance of Corporate
Governance guidelines and requirements of the Listing
Regulations. In compliance with Regulations 17 to 22
and Regulation 34 of the Listing Regulations, a separate
'Corporate Governance Report', along with a certificate from
"M/s. Kantilal Patel & Co., Statutory Auditors of the Company"
confirming the compliance of Corporate Governance
requirements is annexed as Annexure-A to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A statement on management discussion and analysis with
detailed highlights of performance of different divisions /
segments of the Company is annexed as Annexure-B to this
report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT ("BRSR")

As stipulated under Regulation 34 of the Listing Regulations,
the Business Responsibility and Sustainability Report

("BRSR") on Company’s business as required by Regulation
34(2) of the Listing Regulations, prepared based on the
framework of the National Guidelines on Responsible
Business Conduct ("NGRBC") is annexed as Annexure - C
to this Report and placed on the Company's website at
https://www.ambujagroup.com/sustainability

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES

The Company does not have any associate company(ies) or
joint venture during FY 2024-25. As on 31^st March, 2025, the
Company has only one wholly-owned subsidiary i.e. Maiz
Citchem Limited ("MCL").

Further, the Company does not have any material subsidiary
in terms of Companies Act, 2013 (the "Act") read with Listing
Regulations.

During FY 2024-25, the Company acquired 25% of the
issued, subscribed, and paid-up equity share capital of MCL
from SMAS Investors LLP Consequently, MCL became a
wholly-owned subsidiary of the Company with effect from
19^th February, 2025.

Further pursuant to provisions of Section 129(3) of the Act
read with Rule 5 of Companies (Accounts) Rules, 2014,
the statement containing salient features of the financial
statements of the Company's subsidiary in Form No. AOC-1
is set out as Annexure-D to this report.

In accordance with Section 136 of Act read with Listing
Regulations the Integrated Annual Report of the Company
containing inter alia, financial statements including
consolidated financial statements, are available on website
of the Company at https://www.ambujagroup.com/financial
reports. Further, the financial statements of the subsidiary
are also available on the website of the Company at
https://www.ambujagroup.com/financial-reports. These
documents will also be available for inspection during
working hours at the registered office of the Company at
"Ambuja Tower'', Opp. Sindhu Bhavan, Sindhu Bhavan Road,
Bodakdev, PO. Thaltej, Ahmedabad - 380 054 (Gujarat)
India. Any member interested in obtaining such document
may write to the Company Secretary and the same shall be
furnished on request.

Except stated hereinabove, during the FY 2024-25, none of
the Company(ies) become/ceased to be subsidiary of the
Company.

FINANCE AND INSURANCE

a. Working Capital

The Working Capital requirements of the Company
during the year was almost at the similar level at
which it has started at the beginning of the year.
' 192.99 Crores outstanding as on 31^st March, 2024 was
repaid by the Company during FY 2024-25. However,
working capital limits have increased in last quarter and
amount outstanding as on 31^st March, 2025 is ' 215.00
Crores.

During the FY 2024-25, the Company has not raised
any funds through Commercial Paper ("CP"). The CP
market has lower appetite of investors due to NBFC
and infrastructure segment crisis and preference for
highest Credit Rating. This has resulted in higher cost
of borrowing through CP

The Company has a Credit Rating of AA-/Stable with
positive outlook for secured long term working capital
facilities from "CRISIL Limited" and for unsecured long
term working facilities from "CARE Ratings Limited"
as per the applicable regulatory norms. During the
FY 2024-25 there is no change in Credit Rating of the
Company. The details of the Credit Rating is available
on the Company website at https://www.ambujagroup.
com/documents/disclosure-under-reg-46-of-sebi-
lodr-regulations/new-credit-ratings.pdf

b. Term Loans

During the FY 2024-25, the Company has not availed
any term loan.

c. Insurance

All assets and insurable interests of the Company,
including building, plant & machineries, projects, stocks,
stores and spares have been adequately insured
against various risks and perils. The Company has also
taken Director's and Officer's Liability Policy to provide
coverage against the liabilities arising on them.

DEPOSITS

During the FY 2024-25 the Company has not accepted any
deposits within the meaning of Section 73 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014.

DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR
RELATIVES

During the FY 2024-25 the Company has not availed any
loan(s) from the Directors or their Relatives.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company continues to benefit from the knowledge and
experience of its Directors and Executives. There were no
changes in the composition of the Board of Directors and
Key Managerial Personnel during the FY 2024-25.

Pursuant to provisions of the Act and Articles of Association
of the Company, Mr. Sandeep Agrawal (DIN: 00027244)
Whole-time Director of the Company is liable to retire
by rotation and being eligible, has offered himself for re¬
appointment. Brief resume, nature of expertise, details of
directorships held in other companies of the above Director
proposed to be re-appointed, along with his shareholding in
the Company, as stipulated under Secretarial Standard - 2
(Secretarial Standard on General Meeting) and Regulation
36 of the Listing Regulations, is appended as an annexure to
the Notice of the Annual General Meeting.

All the Directors of the Company have confirmed that they are
not disqualified from being appointed as Directors in terms
of Section 164 of the Act and not debarred or disqualified
by the Securities and Exchange Board of India (the "SEBI")
/ Ministry of Corporate Affairs (the "MCA") or any such
statutory authority from being appointed or continuing as
Director of the Company or any other Company where such
Director holds such position in terms of Regulation (10)(i)
of Part C of Schedule V of Listing Regulations. A Certificate
to this effect, duly signed by CS Niraj Trivedi, Practicing
Company Secretary is annexed to Corporate Governance
Report.

The Board of Directors is of the opinion that all Directors
including the Independent Directors of the Company possess
requisite proficiency, expertise, skills and experience.

Key Managerial Personnel:

Pursuant to the provisions of Sections 2(51) and 203
of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (as
amended from time to time), the following are the Key
Managerial Personnel of the Company:

> Mr. Manish Vijaykumar Gupta, Chairman & Managing
Director;

> Mr. Sandeep Agrawal, Whole-Time Director;

> Mr. Giridhar Nagaraj, Chief Financial Officer;

> Mr. Kalpesh Bhupatbhai Dave, Company Secretary

There was no other change in the composition of the Board
of Directors and Key Managerial Personnel during the FY
2024-25.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Act, in relation to financial
statements of the Company for the year ended 31^st March,
2025, the Board of Directors states that:

a. in the preparation of the annual accounts, the applicable
accounting standards read with requirements set out
under Schedule III to the Act, have been followed and
there are no material departures from the same;

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

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

d. the annual accounts / financial statements have been
prepared on a 'going concern’ basis;

e. proper internal financial controls are in place and are
operating effectively; and

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

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
as stipulated under Section 134 of the Act read with the
Companies (Accounts) Rules, 2014 (as amended from time
to time), is annexed as Annexure-E to this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
BETWEEN BALANCE SHEET DATE AND DATE OF BOARD'S
REPORT

There were no material changes and commitments between
the end of the financial year of the Company to which the
Financial Statements relates and date of Board’s Report
affecting the financial position of the Company.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Particulars of loans given, investments made, guarantees
given and securities provided under the provisions of Section
186 of the Act are provided in the notes forming part of the
financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

During the FY 2024-25, the Company has entered into
transactions with related parties as defined under Section
2(76) of the Act read with Companies (Specification of
Definitions Details) Rules, 2014, all of which were in the
ordinary course of business and on arm’s length basis and in
accordance with the provisions of the Act read with the Rules

issued thereunder and as per Listing Regulations. Further,
there were no transactions with related parties which qualify
as material transactions under the Listing Regulations.

The policy on Related Party Transactions as approved
and revised by the Board from time to time in line with the
amended provisions of Act and Listing Regulations has
been uploaded on the Company’s website at https://www.
ambujagroup.com/documents/corporate-governance-and-
statutory-disclosures/policies/related-party-transactions-
policy.pdf.

All transactions with related parties were reviewed and
approved by the Audit Committee. The details of the related
party transactions as per Indian Accounting Standard
("Ind AS") - 24 are set out in Note No. 42 to the Standalone
Financial Statements forming part of this Integrated Annual
Report.

Further the transactions of the Company with person or
entity belonging to the promoter / promoter group i.e.
Mr. Manish Vijaykumar Gupta who hold(s) 10% or more
shareholding in the Company are set out in Note No. 42(b)
(e) to the Standalone Financial Statements forming part of
this Integrated Annual Report.

The Form No. AOC - 2 pursuant to Section 134(3)(h) of the
Act read with Rule 8(2) of the Companies (Accounts) Rules,
2014 is annexed as Annexure-F to this report.

AUDITORS

a. Statutory Auditors and Auditor's Report

As per the provisions of Sections 139, 142 and all
other applicable provisions of the Act (including any
statutory modification(s) or re-enactment thereof,
for the time being in force) at the 31^st Annual General
Meeting of the Company held on 12^th August, 2022, the
Members of the Company had appointed M/s. Kantilal
Patel & Co., Chartered Accountants (Firm Registration
No. 104744W), as Statutory Auditors of the Company
to hold the office for a term of 5 (five) years from the
conclusion of 31^st Annual General Meeting till the
conclusion of the 36^th Annual General Meeting to be
held in the year 2027. The Statutory Auditors have
confirmed that they are not disqualified to hold the
office of the Statutory Auditor.

The Statutory Auditors’ report does not contain any
qualification, reservation or adverse remark and is self¬
explanatory and unmodified and thus does not require
any further clarifications / comments.

b. Cost Auditors

In terms of Section 148 of the Act, the Company is
required to maintain cost records and have the audit of

its cost records conducted by a Cost Accountant. Cost
records are prepared and maintained by the Company
as required under Section 148(1) of the Act.

Pursuant to Section 148 of the Act read with the
Rules issued thereunder (including any statutory
modification(s) or re-enactment thereof, for the
time being in force), the Board of Directors of the
Company, on the recommendations made by the Audit
Committee, at its meeting held on 02^nd August, 2025,
has approved the appointment of M/s. N. D. Birla &
Co., Cost Accountants, Ahmedabad (Membership No.
7907) as Cost Auditor of the Company to conduct
the audit of cost records for the FY 2025-26. The
remuneration proposed to be paid to the Cost Auditors,
subject to ratification of members at the ensuing
34^th Annual General Meeting, would not exceed
' 2,20,000/- (Rupees Two Lakhs Twenty Thousand
Only) excluding taxes and out of pocket expenses, if
any.

The Company has received certificate from the
Cost Auditors for eligibility u/s 141 (3)(g) of the
Act for appointment as Cost Auditors and his / its
independence and arm’s length relationship with the
Company.

c. Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Regulation 24A of the
Listing Regulation and Section 204 of the Act, read
with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company is
required to appoint Secretarial Auditors for a period of
five consecutive financial years commencing from FY
2025-26.

Based on the recommendation of the Audit Committee,
the Board of Directors, at its meeting held on
02^nd August, 2025, approved the appointment of M/s.
TNT & Associates, Practicing Company Secretaries,
having Firm Registration No. P2018GJ069800 and Peer
Reviewed Certificate No. 3209/2023, as Secretarial
Auditors of the Company for a term of five years, i.e.,
from 1^st April, 2025 to 31^st March, 2030, subject to
approval of the Members at the ensuing Annual General
Meeting.

M/s. TNT & Associates is a partnership firm of
Practicing Company Secretaries, promoted by CS Niraj
Trivedi and catering services to many listed, unlisted
and multinational companies. The firm has head office
at Vadodara and Branch Office at Ahmedabad. The
promoter CS Niraj Trivedi is in practice since last 25
years. M/s. TNT & Associates specialize in corporate

laws, capital market transactions, listing and de-listing
of equity shares, compliance audits and corporate
governance. M/s. TNT & Associates is a peer reviewed
firm with having dedicated and sincere team of 18 plus
peoples including 6 experienced Company Secretaries.

Further, M/s. TNT & Associates has provided
confirmation that it is eligible for appointment and is
not disqualified under any applicable provisions of the
Act and the Listing Regulations.

The Board recommends the appointment of M/s. TNT
& Associates as Secretarial Auditors of the Company
for the aforesaid term, for approval of the members.
The relevant details and terms of appointment are also
set out in the Notice of the Annual General Meeting
forming part of this Integrated Annual Report .

Secretarial Auditors Report

The Company is required to annex to the Board’s
Report, the Secretarial Audit Report, given in the Form
MR-3, by a Secretarial Auditor of the Company.

The Secretarial Audit Report of the Company for
FY 2024-25, issued by CS Niraj Trivedi, Practicing
Company Secretary, who have been appointed as
Secretarial Auditor of the Company for FY 2024-25 is
annexed to this Report as Annexure-G.

There are no qualifications, observations, adverse
remark or disclaimer in the said Report.

Reporting of Fraud

During the FY 2024-25, the Statutory Auditors, Cost
Auditors, and Secretarial Auditors of the Company
have not reported any instances of fraud committed
by the Company’s officers or employees to the Audit
Committee under Section 143(12) of the Act, which are
required to be disclosed in this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism / Whistle
Blower Policy, which was approved and adopted by the
Board of Directors of the Company at its meeting held on
26^th July, 2014 and has been amended from time to
time considering the new requirements / amendments
in the Listing Regulations. The said policy provides a
formal mechanism for all Directors and employees of the
Company to approach Chairman of the Audit Committee
of the Company and make protective disclosures about the
unethical behavior, actual or suspected fraud and violation of
the Company’s Code of Conduct and Business Ethics. Under
the Policy, directors and employees of the Company has an
assured access to the Chairman of the Audit Committee to
report genuine concerns.

Further, SEBI vide its notification dated 31^st December, 2018,
has amended the provisions under the SEBI (Prohibition
of Insider Trading) Regulations, 2015, by issuance of SEBI
(Prohibition of Insider Trading) (Amendment) Regulations,
2018, which came into effect from 01^st April, 2019, which
inter alia, provides for the "Written Policies and Procedures"
for inquiry in case of leak of unpublished price sensitive
information ("UPSI") or suspected leak of UPSI and to
have a "Whistler Blower Policy" and to make Directors and
employees aware of such policy to enable them to report
instances of leak of UPSI.

The Board of Directors of the Company has approved and
adopted the revised "Vigil Mechanism / Whistle Blower
Policy" which is displayed on the website of the Company
at https://www.ambujagroup.com/documents/corporate-
governance-and-statutory-disclosures/policies/vigil-
mechanism-whistle-blower-policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

The Company has consistently contributed towards the
welfare of the community owing to its philosophy, also had a
relentless approach towards its CSR initiatives and brought
a significant development in the Society. Our approach is
to benefit the entire ecosystem of which we are an integral
part. We are committed towards our inter-reliant ecosystem
of customers, shareholders, associates, employees,
Government, environment and society. The Company is
highly committed to continue its business in an environment
which is eco-friendly, ethical as well as society driven. The
Company looks forwards for the overall development of
people around it and believes in giving back to the society.
The Company has framed a policy for the Corporate Social
Responsibility laying down the guidelines for sustainable
development of the society.

During the FY 2024-25, the Company has undertaken
directly and indirectly various initiatives contributing to
the environment including environmental sustainability,
implementing environmental plan through planting trees
& plants, providing safe drinking water facilities, sanitation
facilities, rural development, women empowerment,
animal welfare, conservation of natural resources, etc.
The Company has also developed comprehensive plan for
carrying out activities focusing on promoting education,
health care including preventive health care programme
to eradicate hunger, poverty & malnutrition. The Company
also developed comprehensive plan for carrying out
employment and employability through skill development
and training, upliftment of rural and backward area through
rural development projects and also supporting various
community and cultural development projects in locations,
where the Company operates.

The Company has also framed Annual Action Plan for
efficient spending of amount allocated for Corporate
Social Expenditure for FY 2024-25, which is available on
the website of the Company at https://www.ambujagroup.
com/documents/corporate-governance-and-statutory-
disclosures/corporate-social-responsibility/14-annual-
action-plan-2024-25.pdf

The Annual Report on CSR activities in accordance with
the Companies (Corporate Social Responsibility Policy)
Rules, 2014 (including any statutory modification(s) or re¬
enactments) thereof, for the time being in force), is annexed
as Annexure-H to this report and also displayed on the
website of the Company at www.ambujagroup.com.

The policy on Corporate Social Responsibility has been
uploaded on the Company’s website at https://www.
ambujagroup.com/documents/corporate-governance-
and-statutory-disclosures/policies/corporate-social-
responsibility-policy.pdf.

MEETINGS OF THE BOARD

During the FY 2024-25, 5 (Five) meetings of the Board
of Directors of the Company were held. The details of the
meetings of the Board of Directors / Committees of the
Board of Directors, are provided in the Corporate Governance
Report, which forms part of this report.

The intervening gap between the meetings of Board of
Directors of the Company were within the period prescribed
under the Act.

COMMITTEES OF BOARD OF DIRECTORS

I n order to adhere to the best corporate governance practices,
to effectively discharge its functions and responsibilities and
in compliance with the requirements of applicable laws, the
Board of directors has constituted several Mandatory and
Non-mandatory Committees including the following:

Mandatory Committees:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders’ Relationship Committee

> Corporate Social Responsibility Committee

> Risk Management Committee

> Share Transfer Committee
Non-mandatory Committees:

> Internal Committee and

> Investment Committee.

The details with respect to powers, roles, terms of reference
and changes in committee compositions, if any, of Mandatory
Committees along with the dates on which meetings of
Committees were held during the FY 2024-25 including the
number of Meetings of the Committees that each Directors
attended is provided in the 'Corporate Governance Report’
which forms part of this Report.

Further as per Section 177(8) of the Act, as amended from
time to time, there have been no instances during the year
where recommendations of the Audit Committee were not
accepted by the Board of Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

All Independent Directors are familiarised with the operations
and functioning of the Company at the time of their
appointment and on an ongoing basis to familiarise them
with their roles, rights and responsibilities, strategy planning,
manufacturing process, business strategy, amendments in
law, Company’s codes and policies, environmental aspects,
amongst others.

The details of the familiarisation programme are provided
in the Corporate Governance Report, which forms part of
this report and same is also available on the website of the
Company at https://www.ambujagroup.com/documents/
disclosure-under-reg-46-of-sebi-lodr-regulations/
familiarisation-programmes-imparted-to-independent-
directors.pdf

RISK MANAGEMENT

The Company recognises that risk is an integral part of
business and is committed to managing the risks in a
proactive and efficient manner. The Company periodically
assesses risks in the internal and external environment,
along with the cost of treating risks and incorporates risk
treatment plans in its strategy, business and operational
plans. The Company through its risk management process,
strives to contain impact and likelihood of the risks within
the risk appetite as agreed from time to time with the Board
of Directors.

At plants / units level, Internal Committees have been
formed, headed by plants / units heads of respective plants /
units and functional departmental heads. Such Committees
report to the Risk Management Committee from time to time
and the Risk Management Committee reports to the Board
of Directors of the Company. The Board of Directors has
developed and implemented Risk Management Policy for
the Company. There are no risks which in the opinion of the
Board of Directors threaten the existence of the Company.
However, some of the risks which may pose challenges are
set out in the Management Discussion and Analysis Report,
which forms part of this report.

DISCLOSURE RELATING TO REMUNERATION OF
DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable
provisions, if any, of the Act read with the Rules thereunder
(including any statutory modification(s) or re-enactment(s)
thereof, for the time being in force), and regulation 19 of
the Listing Regulations, Board of Directors of the Company
has in its meeting held on 25^th January, 2025 approved and
adopted a revised Nomination and Remuneration Policy of
the Company relating to the remuneration for the Directors,
Key Managerial Personnel (KMPs), Senior Management
Personnel and other employees of the Company.

The brief outline / salient features of Nomination and
Remuneration Policy, inter alia, includes:

a) Objects of the Policy:

> ensure that Directors, KMPs and Senior
Management Personnel are remunerated in a way
that reflects the Company’s long-term strategy;

> align individual and team reward with business
performance in both the short term and long term;

> encourage executives to perform to their fullest
capacity;

> to be competitive and cost effective;

> formulation of criteria for identification and
selection of the suitable candidates for the various
positions;

> to recommend policy relating to the remuneration
for the Directors, Key Managerial Personnel, Senior
Management Personnel and other employees of
the Company;

> recommend to Board on appropriate performance
criteria for the Directors and carry on the
performance evaluation of the Directors;

> to identify ongoing training and education
programs for the Board to ensure that Non¬
Executive Directors are provided with adequate
information regarding options of the business, the
industry and their legal responsibilities and duties;

> to assist Board in ensuring Board nomination
process in accordance with the Board Diversity
policy;

> to recommend to the Board, all remuneration, in
whatever form, payable to Senior Management.

b) The Nomination and Remuneration Committee shall

recommend remuneration considering below criteria /

principle:

> level and composition of remuneration is
reasonable and sufficient to attract, retain and
motivate Directors of the quality required to run
the Company successfully;

> relationship of remuneration to performance
is clear and meets appropriate performance
benchmarks;

> remuneration to Directors, KMPs and Senior
Management Personnel involves a balance
between fixed and incentive pay reflecting short
and long-term performance objectives appropriate
to the working of the Company and its goals.

c) Criteria for selection of members on the Board
of Directors and candidates for KMP and Senior
Management Personnel

d) Term / tenure of appointment, removal, retirement

e) Remuneration Policy for Directors, KMPs and other
employees

f) Evaluation process

g) Flexibility, judgment and discretion

Directors’ appointment and criteria for determining
qualifications, positive attributes, independence of a director
is forming part of Nomination and Remuneration Policy of
the Company.

The Nomination and Remuneration Policy of the Company
is displayed on the website of the Company at https://www.
ambujagroup.com/documents/corporate-governance-
and-statutory-disclosures/policies/nomination-and-
remuneration-policy.pdf

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

EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS
COMMITTEES AND OF INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee has laid
down the criteria for performance evaluation of Executive
and Non- Executive Directors of the Company as per Section
178 of the Act, as amended from time to time, and as per
Regulation 19 of the Listing Regulations. The criteria was
set based on various attributes, inter alia, profile, experience,
contribution, dedication, knowledge, sharing of information
with the Board, regularity of attendance, aptitude &
effectiveness, preparedness & participation, team work,

decision making process, their roles, rights, responsibilities
in the Company, monitoring & managing potential conflict
of interest of management, providing fair and constructive
feedback & strategic guidance and contribution of each
Director to the growth of the Company.

The Company has devised the Board’s Performance
Evaluation process along with performance evaluation
criteria / form for Independent and Non-Independent
Directors of the Company and criteria for evaluation of
Board’s / Committee’s performance along with remarks and
suggestions. The performance of the Board as a whole and
Committees were evaluated by the Board after seeking inputs
from the Committee members on the basis of the criteria
such as the composition of committees, effectiveness of
committee meetings, etc.

Independent Directors of the Company in their separate
meeting reviewed the performance of Non-Independent
Directors and Chairman of the Company. The Independent
Directors also discussed the quality, quantity and timeliness
of flow of information between the Company management
and the Board that is necessary for the Board to effectively
and reasonably perform their duties. The feedback of the
Meeting was shared with the Chairman of the Company
in the Board meeting that followed the meeting of the
Independent Directors, at which the performance of the
Board, its committees and individual Directors was also
discussed.

Criteria for performance evaluation of Board, that of its
Committees and Individual Directors are provided in
Corporate Governance Report which is forming part of this
report.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company continue to remain
listed on BSE Limited ("BSE") and National Stock Exchanges
of India Limited ("NSE"). The annual listing fees for the FY
2024-25 has been paid to these Stock Exchanges.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

During the FY 2024-25 the Company has complied with the
applicable provisions of the Maternity Benefit Act, 1961,
including relating to maternity leave and other benefits to
women employees.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013
and rules made thereunder, the Company has approved
and revised the 'Policy on Protection of Women against
Sexual Harassment at Workplace’ on 30^th January, 2016. As
per the provisions of the Sexual Harassment of Women at

Workplace (Prevention, Prohibition & Redressal) Act, 2013,
the Company has constituted the 'Internal Complaints
Committee’ ("ICC") for the Registered Office & all the Units
of the Company. The ICC includes external members with
relevant experience. The ICC, presided by senior women,
conduct the investigations and make decisions at the
respective locations. The Company has zero tolerance on
sexual harassment at the workplace. The ICC also work
extensively on creating awareness on relevance of sexual
harassment issues, including while working remotely.

Further pursuant to applicable provision of the Act and
Schedule V Part C of Listing Regulations, the Company is
required to disclose the number of complaints filed and
disposed during the financial year and pending as on end
of the financial year. Considering the above amendments to
be included in the existing policy, the Board of Directors of
the Company has approved and adopted revised 'Policy on
Protection of Women against Sexual Harassment at Work
place’ on 30^th March, 2019. Further, the details / disclosure
pertaining to number of complaints filed and disposed
during the FY 2024-25 and pending as on end of the financial
year i.e. 31^st March, 2025 are provided in the Corporate
Governance Report, which forms part of this report.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declarations from
each of the Independent Directors under Section 149(7)
of the Act that they meet the criteria of independence laid
down in Section 149(6) of the Act and Regulations 16(1 )(b)
& 25 of the Listing Regulations and also in the opinion of
the Board and as confirmed by these Directors, they fulfill
the conditions specified in Section 149 of the Act and the
Rules made thereunder about their status as Independent
Directors of the Company.

The Company has received necessary declarations from all
the Independent Directors of the Company confirming that:

a. t hey meet the criteria of independence as prescribed
under the provisions of the Act, read with Schedule
IV and Rules issued thereunder, and the Listing
Regulations. There has been no change in the
circumstances affecting their status as Independent
Directors of the Company;

b. they have complied with the Code for Independent
Directors prescribed under Schedule IV to the Act; and

c. they have registered themselves with the Independent
Director’s Database maintained by the Indian Institute
of Corporate Affairs and have qualified the online
proficiency self-assessment test or are exempted from
passing the test as required in terms of Section 150 of
the Act read with Rule 6 of the Companies (Appointment
and Qualifications of Directors) Rules, 2014.

ANNUAL RETURN

As required under the provisions of Section 134(3)(a) and
Section 92(3) of the Act, read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, (including
any statutory modification(s) or re-enactment thereof,
for the time being in force), the Annual Return in Form No.
MGT-7 for the FY 2024-25 is placed on the website of the
Company at https://www.ambujagroup.com/documents/
investors-downloads/annual-return/draft-annual-return-
fy-2024-25.pdf

INTERNAL FINANCIAL CONTROLS AND LEGAL
COMPLIANCE REVIEW

The Company has in place adequate internal financial
controls with reference to financial statements. The Board
has adopted policies and procedures for ensuring the
orderly and efficient conduct of its business, including
adherence to the Company’s policies, the safe guarding
of its assets, the prevention and detection of fraud, error
reporting mechanisms, the accuracy and completeness of
the accounting records and the timely preparation of reliable
financial disclosures.

The Company has devised systems to ensure compliance
with the provisions of all applicable laws to the Company.
During the year, M/s. T R Chadha & Co LLP (Chartered
Accountants) the Internal Auditor of the Company were
assigned the responsibility for ensuring and reviewing the
adequacy of legal compliance systems in the Company as
required under the Act. Compliance with all laws applicable
to the Company was checked by the Internal Auditor and no
non-compliance with laws applicable to the Company was
reported to the Company.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE
REGULATORS

There were no significant / material orders passed by the
Regulators or Courts or Tribunals impacting the going
concern status of the Company and its operations in future.

SECRETARIAL STANDARDS

During the FY 2024-25, the Company has complied with
the applicable provisions of the Secretarial Standards - 1
relating to 'Meetings of the Board of Directors’ and Secretarial
Standards - 2 relating to 'General Meetings’ specified by the
Institute of Company Secretaries of India and approved by
the Central Government under Section 118 (10) of the Act.

APPLICATION MADE OR ANY PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the FY 2024-25, There was no application made
nor any processing was pending under the Insolvency and
Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF

During the FY 2024-25, there was no such instance.

HEALTH, SAFETY AND ENVIRONMENT

The safety excellence journey is a continuing process of
the Company. For the Company, safety is of paramount
importance and as a good corporate citizen; it is committed
to ensure safety of all its employees & the people working for
and on behalf of the Company, visitors to the premises of the
Company and the communities we operate in. Employees
at various plants of the Company were given training on
basic and advanced fire safety including mock drills for
emergency preparedness plan. Structured monitoring &
review and a system of positive compliance reporting are
in place. There is a strong focus on safety with adequate
thrust on employees’ safety. The Company is implementing
programme to eliminate fatalities and injuries at work
place. Quarterly reports on health, safety and environment
from each plants / units of the Company are received by
the Company and the same are placed before the Board of
Directors for their review.

The Company has been achieving continuous improvement
in safety performance through a combination of systems
and processes as well as co-operation and support of all
employees. Each and every safety incident at plants / units,
if any, are recorded and investigated.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Human Resources are vital and most valuable assets for
the Company. They play a significant role in the Company’s
growth strategy. The Company emphasises on talent
nurturing, retention and engaging in a cordial, amicable
and constructive relationship with employees with a
focus on productivity and efficiency and underlining safe

working practices. The Board of Directors also value the
professionalism and commitment of all employees of
the Company and place on record their appreciation and
acknowledgement of the efforts, dedication and contribution
made by employees at all levels that has contributed to
Company’s success and remain in the forefront of Agro
based Industry business. The Board of Directors wish to
place on record the co-operation received from all the
valuable employees, staff and workers at all levels and at all
plants / units.

ENHANCING SHAREHOLDERS VALUE

The Company accords top priority for creating and enhancing
shareholders value. All the Company’s operations are guided
and aligned towards maximising shareholders value.

APPRECIATION & ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank Company’s
employees for their dedicated service and firm commitment
to the goals & vision of the Company. Your Directors
take this opportunity to thank our customers for their
continued loyalty with our products which has resulted in
the Company’s extraordinary success in industry even in
these unprecedented times. The Board also wishes to place
on record its sincere appreciation for the wholehearted
support received from the investors and bankers. Further we
would also like to acknowledge the support and assistance
extended by the Regulatory Authorities such as SEBI, Stock
Exchanges and other Central & State Government authorities
and agencies, Auditors, Registrars, Legal Advisors and other
consultants. We look forward to continued support of all
them in future as well.

For and on behalf of the Board of Directors

MANISH VIJAYKUMAR GUPTA

Place : Ahmedabad Chairman & Managing Director

Date : 02^nd August, 2025 (DIN: 00028196)