Dear Members,
Your directors present the Thirty-Three Annual Report of the Company together with the
audited financial statements for the financial year ended March 31st, 2025.
FINANCIAL PERFORMANCE
The financial performance of the Company is as follows: (Amount in Rs.)
| Particulars |
Financial Year 2024-25 |
Financial Year 2023-24 |
| Revenue from operations |
3,36,79,75,893 |
2,82,13,52,436 |
| Other Income |
50,65,536 |
64,73,834 |
| Total Income |
3,37,30,41,430 |
2,82,78,26,271 |
| Expenditure (excluding depreciation) |
3,26,66,25,207 |
2,73,59,23,351 |
| Depreciation |
68,43,580 |
61,29,646 |
| Total Expenditure |
3,27,34,68,787 |
2,74,20,52,997 |
| Profit / (Loss) before Tax |
9,95,72,642 |
8,57,73,273 |
| Tax |
2,72,00,000 |
2,50,00,000 |
| Deferred Tax |
-17,66,480 |
-8,85,655 |
| Profit / (Loss) after tax |
7,41,39,122 |
6,16,58,928 |
| Earnings per share (Basic) |
5.86 |
4.87 |
| Earnings per share (Diluted) |
5.86 |
4.87 |
REVIEW OF PERFORMANCE
During the year under review, your Company has earned income of Rs 3,37,30,41,430
including other income as compared to Rs. 2,82,78,26,271 in the previous financial year.
The Net Profit after tax was Rs. 7,41,39,122/- against the Net Profit of Rs 6,16,58,928/-
in the previous financial year
DIVIDEND:
We recommend a final dividend at the rate of 15% of total equity share capital (i.e.
Rs. 0.75 paise per equity shares of Rs.5 each) for the year ended 31st March, 2025.
The Notice convening the ensuing Annual General Meeting ("AGM") of the
Members of the Company includes an item for confirmation of the said final Dividend.
SHARE CAPITAL
During the year under review, there were no changes in the Share Capital of the
Company. TRANSFER TO GENERAL RESERVES
The Board has not decided to transfer any General Reserves for the year under review.
DEPOSITS
The Company has not accepted any deposits from the public and as such, no amount on
account of principal or interest on deposits from public was outstanding as at March 31,
2025.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The details of loans, guarantees, investments and security, as required under the
provisions of section 186 of the Act are provided in the note no. 5 & note No.6
forming part of the Financial Statements, which forms part of this Annual Report.
MATERIAL CHANGES AND COMMITMENT AFFFECTING THE FINANCIAL POSITION OF THE COMPANY
During the year under review, there have been no material changes and commitments
affecting the financial position of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review, there were no significant material orders passed by the
Regulators or Courts or Tribunal which would impact the going concern status of the
Company and its future operations.
DETAILS OF REMUNERATION TO DIRECTORS
Disclosure with respect to the remuneration of Directors and employees as required
under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Amendment Rules, 2016 is given in ANNEXURE - I
CORPORATE SOCIAL RESPONSIBILTY
In accordance with the requirements of the section 135 of the Companies Act,2013, the
Company has a Corporate Social Responsibility Committee, the terms of reference and other
details of which are provided in the corporate governance report. The CSR Policy has been
framed and posted on the website of the company, www.ambaltd.com.
As required by Section 134(3)(o) of the Companies Act,2013 and rule 9 of the Companies
(Corporate Social Responsibility) Rules,2014. Annual Report on CSR activities is annexed
as "Annexure-II" and forms integral part of this report.
EXTRACT OF ANNUAL RETURN
In terms of Section 92(3) of the Companies Act,2013 and Rule 12 of the Companies
(Management and Administration) Rules,2014. The Annual Return of the Company is available
on the website of the Company at the weblink
https://www.ambaltd.com/index.php/investor-relation/12-annual-return
AUDITORS:
1.Statutory Auditors:
M/s BILIMORIA MEHTA AND CO., Chartered Accountants (Firm Registration No. 146249W),
(formerly known as M/s MASD & Co., prior to its restructuring), as the Statutory
Auditors of the Company for a second term of five (5) consecutive years in the 32nd Annual
General Meeting of the Company for consecutive Five years as until the conclusion of the
37th Annual General Meeting,
The requirement of seeking ratification of the members for continuance of their
appointment has been withdrawn consequent upon the changes made by the Companies
(Amendment) Act, 2018 with effect from May 7, 2018. Your Company has received necessary
certificate form M/s BILIMORIA MEHTA AND CO., Chartered Accountants confirming that they
satisfy the criteria provided under section 141 of the Companies Act, 2013 and are not
disqualified from continuing as Statutory Auditors of the Company. Further, the firm holds
a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India
(ICAI).
2. Auditors' Report:
The Auditors' Report on the audited standalone financial statements of the Company for
the year ended 31st March, 2025 issued by M/s BILIMORIA MEHTA AND CO., Chartered
Accountants, Statutory Auditors of the Company forms part of this Annual Report. The
Auditors' Report does not contain any qualifications, reservations, adverse remarks or
disclaimer. In terms of the provisions of Section 143(12) of the Act, no frauds have been
reported by the Statutory Auditors in their report for the year under review. Notes to the
Financial Statements are self-explanatory and do not call for any further comments.
3. Secretarial Auditor
M/s. SARK & Associates, Practicing Company Secretary were appointed as Secretarial
Auditor to conduct the secretarial audit of the Company for the financial year 2024-25, as
required under section 204 of the Act and Rules made thereunder.
The Secretarial Audit Report for the financial year 2024-25 is given as ANNEXURE III,
which forms part of this Report.
The said Secretarial Audit Report does not contain any qualification, reservation or
adverse remark.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, all transactions entered into by the Company with related
parties were in the ordinary course of business and on an arm's length basis. Particulars
of contracts or arrangements with related parties as required under section 134(3)(h) of
the Act, in the prescribed Form AOC-2 is given in ANNEXURE IV, which forms part of this
Report.
Disclosure of transactions with related parties as required under Listing Regulations
and the applicable Accounting Standards is given in the Note no. 39 forming part of the
Financial Statements.
NUMBER OF MEETINGS OF THE BOARD
During the year under review, 4 (Four) times during the year 2024-25 on 03.05.2024,
06.08.2024, 07.11.2024 and 07.02.2025. The gap between the two board meetings did not
exceed 120 days.
| S. No. |
Date of the Meeting (DD/MM/YYYY |
Total Number of directors as on the date of meeting |
Attendance |
|
|
|
Number of directors attended |
% of attendance |
| 1 |
03/05/2024 |
5 |
5 |
100 |
| 2 |
06/08/2024 |
5 |
5 |
100 |
| 3 |
07/11/2024 |
7 |
7 |
100 |
| 4 |
07/02/2025 |
7 |
7 |
100 |
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, based on the recommendation of Nomination and
Remuneration Committee, the Board as well as the Members of the Company had approved:
(a) The Appointment of Mr. Darshan Mukundray Sanghavi (DIN:10738166) and Mr. Dharmendra
Kanaiyalal Mehta (DIN: 08596956) were appointed as a Non-Executive Independent Director of
the Company for the period of 5(Five) Years w.e.f August 10th, 2024 and September 30th,
2024 respectively.
(b) Ms. Pranali Shridhar Bhatade was appointed as a Chief Financial Officer with effect
from 06th August, 2024.
These appointments were made in accordance with the provisions of the Companies Act,
2013 and the applicable rules and regulations.
As on March 31, 2025, the Company had the following Directors and KMPs.
| Sr. No. Key Managerial Personnel & Directors |
Designation |
| 1 Ketan Harilal Mehta |
Managing Director |
| 2 Sarika Sumit Bhise |
Executive Director |
| 3 Dhirendra Popatfal Mehta |
Non-executive Independent Directors |
| 4 Atul Mohanlal Thakkar |
Non-executive Independent Directors |
| 5 Darshan Mukundray Sanghavi |
Non-executive Independent Directors |
| 6 Dharmendra Kanaiyalal Mehta |
Non-executive Independent Directors |
| 7 Dhruvi Rajendra Sanghvi |
Non-executive Independent Directors |
| 8 Pranali Shridhar Bhatade |
Chief Financial Officer |
| 9 Shriddha Gupta |
Company Secretary |
DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:
All Independent Directors have submitted the declaration of Independence as required
under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16 (1)(b) of the SEBI (LODR) Regulations, 2015.
ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has an Internal Financial Control System commensurate with the size, scale
and complexity of its operations. Your Company has in place a mechanism to identify,
assess, monitor and mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed through mitigating
action on continuing basis. The Internal Financial Control System has been routinely
tested and certified by Statutory as well as Internal Auditors. Significant Audit
observations and follow up actions thereon are reported to the Audit Committee.
POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's policy on Directors' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and such other
matters as provided under sub-section (3) of Section 178 of the Act, forms part of the
Corporate Governance Report. Gist of this policy is given in ANNEXURE - V which forms part
of this report and also available at the Company's website at www.ambaltd.com.
EVALUATION OF BOARD OF DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 read with rules issued thereunder
and Regulation 17(10) of the Listing Regulations and guidance note issued by SEBI, the
Independent Directors of the Board carried out the annual evaluation of the performance of
the Board as a whole, the Directors individually as well as of various Committees of the
Board. The performance evaluation of the Independent Directors was carried out by the
Nomination and Remuneration Committee and was noted by the Board.
BOARD COMMITTEES:
Your Company has following Committees of Board, viz,
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee
Details of all the Committees along with their composition, terms of reference and
meetings held during the year are provided in Corporate Governance Report which forms part
of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the
Act with respect to Directors' Responsibility Statement, your Directors hereby confirm
that:
• in the preparation of the annual accounts for the financial year ended March 31,
2021, the applicable accounting standards have been followed;
• they 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 of the Company for that period;
• they have taken proper and sufficient care towards 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 irregularities;
• they have prepared the annual accounts on a going concern basis;
• they have laid down Internal Financial Controls, which are adequate and are
operating effectively;
• they have devised proper systems to ensure compliance with the provisions of all
applicable laws and such systems were adequate and operating effectively.
RISK MANAGEMENT AND INTERNAL CONTROLS
The Company has a well-defined risk management framework in place. The details of the
risks faced by the Company and the mitigation thereof are discussed in detail in the
Management Discussion and Analysis report that forms part of the Annual Report.
CORPORATE GOVERNANCE REPORT
The Company's Corporate Governance Report for the year under review, forms part of this
Annual Report.
A certificate from the Statutory Auditors of the Company regarding the compliance with
the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses
(b) to (i) of sub-regulation (2) of regulation 46 and para-C and D of Schedule V of the
Listing Regulations, is annexed to Corporate Governance Report and forms part of this
Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required under regulation 34 read with
Schedule V of the Listing Regulations, forms part of this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details relating to nature of activities which are being carried on by the Company,
the particulars as prescribed under Section 134(3)(m) of the Act read with Companies'
(Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and
research and development are as follows:
POWER & FUEL CONSUMPTION
| Sr. No. Particulars |
2024-25 |
2023-24 |
| 1 Electricity units KW |
13119 |
12310 |
| 2 Value in Rs. |
1,67,923 |
2,15,660 |
CONSUMPTION PER UNIT OF PRODUCTION
| Sr. No. Particulars |
2024-25 |
2023-24 |
| 1 Cost per unit (Rs.) |
0.36 |
0.52 |
| 2 Consumption per ton of Production (Rs.) |
363.05 |
522.31 |
RESEARCH & DEVELOPMENT:
During the year the board of Director has not conducted any Research & Development
activity. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:
Efforts are being made towards Technology adaption and innovation. The Company at
present does not have any formal technical collaboration.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
| Sr. No. Particulars |
2024-25 |
2023-24 |
| 1 Foreign Exchange Earnings |
- |
- |
| 2 Foreign Exchange outgoings |
- |
- |
LISTING OF SHARES OF THE COMPANY
The Equity Shares of your Company continue to remain listed on Bombay Stock Exchange
Ltd. The listing fees as applicable has been paid to the BSE Limited for the financial
year 2025-26.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
The Company has Vigil Mechanism and Whistle Blower Policy for Stakeholders of the
Company to report genuine concerns that could have serious impact on the operations and
performance of the business of the Company and also available on the Company's website at
www.ambaltd.com
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal)
Act, 2013. Complaint Redressal Committee has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy. The policy is available on the Company's website
www.ambaltd.com.
Constitution of POSH Committee:
| Sr. no Post of Committee Member |
Employee Name |
Designation |
Mobile no. |
Email ID |
| 1 Presiding officer |
Sarika Bhise |
Director |
9167977384 |
sarika@ambaltd.com |
| 2 Member |
Ketan Mehta |
Managing Director |
9820785258 |
ketan@ambaltd.com |
| 3 Member |
Chhaya Mehta |
Marketing Executive |
9820534384 |
chhayaimpex@gmail.com |
*Constituted w.e.f. July 2019.
The following is summary of sexual harassment complaints received and disposed off
during the calendar year:
| No. of Complaints received |
00 |
| No. of Complaints disposed off |
00 |
INVESTORS EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Section 124 of the Companies Act, 2013, Investor
Education and Protection Fund Authority (Accounting, Audit, transfer and Refund) Rules,
2016 ('IEPF Rules') read with the relevant circulars and amendments thereto, the amount of
dividend remaining unpaid or unclaimed for a period of seven years from the due date is
required to be transferred to the Investor Education and Protection Fund ('IEPF Fund')
constituted by the Central Government. Pursuant to the provisions of IEPF Rules, all
shares in respect of which dividend has not been paid or claimed by the members for seven
consecutive years or more shall also be transferred to the designated demat account of the
IEPF Authority ('IEPF Demat Account') within a period of thirty days of such shares
becoming due to be transferred to the IEPF Account.
In respect of Final Dividend for the financial year 2017-18 due for transfer to IEPF as
on 27th November, 2025, before this the Company had sent individual notices and
also advertised in the newspapers dated 05th June,2025 seeking action from the
members who had not claimed their dividends for seven consecutive years or more.
Thereafter, the Company has transferred such unpaid or unclaimed dividends and
corresponding shares to IEPF. Members/ claimants whose shares or unclaimed dividend had
been transferred to the IEPF Demat Account or the IEPF Fund, as the case may be, may claim
the shares or apply for a refund by making an application to the IEPF Authority in Form
IEPF -5 (available on http://www.iepf.gov.in).
The shareholders whose shares/dividends have been transferred to IEPF can claim the
same from IEPF in accordance with the prescribed procedure and on submission of such
documents as prescribed under the IEPF Rules. The process for claiming the unpaid
shares/dividends out of IEPF can be accessed on the IEPF website at www.iepf.gov.in and on
the website of the Company at www.ambaltd.com
DIVIDEND AND OTHER AMOUNTS TRANSFERRED/CREDITED TO IEPF AS ON 31st MARCH,2025
The details of dividend and other unpaid/unclaimed amounts transferred to IEPF as on 31st
March,2025. Dividend and other unpaid/unclaimed amounts transferred to IEPF as on 31st
March,2025.
| Financial Year |
Type of Amount |
Date of Declaration |
Amount transferred to IEPF (in Rs.) |
Date of transfer to IEPF (in Rs.) |
| 2015-16 |
Final Dividend |
25/07/2016 |
2,30,057 |
14/09/2023 |
| 2016-17 |
Fractional Bonus Amount |
11/08/2016 |
729 |
12/10/2023 |
| 2016-17 |
Interim Dividend |
22/03/2017 |
1,57,196 |
16/04/2024 |
| Total |
|
|
3,87,982 |
|
SHARES TRANSFERRED/CREDITED TO IEPF AS ON 31st MARCH,2025
During the year, the Company has transferred 8,15,314 equity shares of 5/- each to
IEPF.
The shareholders whose shares/dividends have been transferred to IEPF can claim the
same from IEPF in accordance with the prescribed procedure and on submission of such
documents as prescribed under the IEPF Rules. The process for claiming the unpaid
shares/dividends out of IEPF can be accessed on the IEPF website at www.iepf.gov.in and on
the website of the Company at www.ambaltd.com
DATA PRIVACY, DATA PROTECTION, AND CYBERSECURITY
The Company is committed to upholding the highest standards of data privacy and
protection. In light of the increasing reliance on digital infrastructure, the Company has
implemented comprehensive cybersecurity and data protection policies, aligned with
industry best practices and the evolving regulatory framework, including provisions under
the Information Technology Act, 2000, and applicable data protection regulations.
Key initiatives undertaken during the year include:
• Deployment of end-to-end encryption and multi-layered security protocols for
data storage and transfer.
• Regular third-party cybersecurity audits and vulnerability assessments.
• Employee training programs on data protection and cybersecurity awareness.
• Strict access control mechanisms and implementation of role-based permissions.
• Data breach response protocols in accordance with the CERT-In guidelines.
The Company continues to invest in digital infrastructure to ensure robust protection
of stakeholder information and business continuity.
Maternity Benefit Affirmations
The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible
women employees received the required benefits, including paid leave, continued salary and
service, and postmaternity support like nursing breaks and flexible work options.
MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961 (Not
applicable for small companies)
The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible
women employees received the required benefits, including paid leave, continued salary and
service, and postmaternity support like nursing breaks and flexible work options.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTACY CODE
2016
During the financial year under review, there were NO application/s made or proceeding
were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.
ACKNOWLEDGEMENTS
The Board thanks our customers, bankers, investors, shareholders, vendors and other
stakeholders for their continued support and patronage, extended to the Company and places
on records its sincere appreciation of the wholehearted contribution made by our
employees, for the Company's consistent growth and achievements.
| For and on behalf of the Board of Directors |
|
| Ketan Mehta |
Sarika Bhise |
| Managing Director |
Director |
| DIN: 01238700 |
DIN: 06987209 |
| Date: August 11,2025 |
Place: Pune |
|