Year End :2024-03

FINANCIAL HIGHLIGHTS

The Board’s Report is prepared based on the Standalone Financial Statements of the Company. The summary of the financial results for the year and appropriation of divisible profits is given below:

(' in Crores)

PARTICULARS	STANDALONE		CONSOLIDATED
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Net Revenue from Operations & Other Income	5071.48	4982.89	5071.42	4983.00
Profit Before Interest, Depreciation & Taxes	587.11	549.13	587.09	549.05
Less:
a. Finance Costs	18.38	13.26	18.38	13.26
b. Depreciation & Amortization Expenses	121.14	94.66	121.14	94.66
c. Provision for Taxation (including Deferred Tax)	101.67	111.03	101.70	111.03
Net Profit for the Year	345.92	330.18	345.87	330.10
Other Comprehensive Income and other adjustments	5.17	0.44	5.17	0.44
Total Comprehensive Income for the year	351.09	330.62	351.04	330.54
Earnings Per Share (Face Value of ' 1/- each)-Basic & Diluted	7.54	7.20	7.54	7.20

DIVIDEND

The Company has a consistent track record nf dividend payment. Based nn Company’s performance, the Board nf Directors at its meeting held on 18^th May, 2024, recommended final dividend of ' 0.35/- per equity share of ' 1/- each for the financial year 2023-24 amounting to ' 16.05 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/wp-content/ uploads/2019/05/Dividend-Distribution-Policy.pdf.

The Board of Directors of your Company have recommended dividend within the parameters of the Dividend Distribution Policy. There was no change in Dividend Distribution Policy during the FY 2023-24.

BUSINESS OPERATIONS / STATE OF THE COMPANY'S AFFAIRS

a. Operational Performance

The Company recorded operational revenue of ' 4926.93 Crores as compared to ' 4908.99 Crores during the previous financial year. The Company achieved EBIDTA margin of 11.92% in FY 2023-24 against the same at the level of 11.19% in FY 2022-23.

Export Sales for the FY 2023-24 was ' 1737.43 Crores as compared to ' 1515.81 Crores for the FY 2022-23 mainly due to demand in International market.

The Company achieved Earnings before Interest, Depreciation and Tax (EBIDTA) of ' 587.11 Crores for the FY 2023-24 against that of ' 549.13 Crores for the FY 2022-23.

b. Capital Projects for the FY 2023-24

During the FY 2023-24, the Company has invested about ' 43.70 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 ' 137.56 Crores in the new projects.

ISSUANCE OF BONUS EQUITY SHARES

The Board of Directors at its meeting held on 02^nd February, 2024 recommended capitalization of the reserves and issuance of bonus shares subject to approval of the members of the Company by way of postal ballot in the ratio of 1:1 i.e. One new Bonus Equity Share of ' 1/- each for every One existing fully paid Equity Shares of ' 1/- each held as on the Record date i.e. Saturday, 16^th March, 2024 by way of capitalisation of ' 22,93,35,330/- from and out of Capital Redemption Reserve Account, Securities Premium Account and Free Reserves of the Company. The approval of members of the Company was received on 08^th March, 2024. Post approval of the members, the Company had issued 22,93,35,330 new bonus equity shares of ' 1/- each to its eligible Members. The new bonus equity shares were allotted on 18^th March, 2024 to the eligible Members and were credited in the members demat account at NSDL on 23^rd March, 2024 and at CDSL on 25^th March, 2024. Pursuant regulation 294 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), 2018 the shares held by physical members were credited to 'Suspense Escrow Demat Account for Bonus Issue’ of the Company held at CDSL on 25^th March, 2024. Further equity shares failed to be credited in NSDL and CDSL has also been credited to the Suspense Escrow Demat Account for Bonus Issue’ held at CDSL on 26^th March, 2024. Post completion of all the formalities, the trading permission from the Stock Exchanges were received on 27^th March, 2024 and trading of Bonus Equity Shares were started with effect from 28^th March, 2024.

SHARE CAPITAL

As on 31^st March, 2024, 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.

Post issuance of the bonus equity shares, the paid-up Share Capital has been increased from ' 22,93,35,330 comprising of 22,93,35,330 equity shares of ' 1/- each to ' 45,86,70,660/- comprising of 45,86,70,660 equity shares of ' 1/- each.

During the FY 2023-24, 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 2023-24, there is no change in the nature of the business of the Company.

TRANSFER TO RESERVE

The Company has not transferred any amount to the General Reserve for the financial year ended 31^st March, 2024.

CORPORATE MATTERS

a. 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 the Statutory Auditors confirming the compliance of Corporate Governance requirements is annexed as Annexure-A to this Integrated Annual Report.

b. 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.

c. 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 forming part of this Integrated Annual Report.

AMALGAMATION OF MOHIT AGRO COMMODITIES PROCESSING PRIVATE LIMITED WITH THE COMPANY

The Company has received the certified copy of order of Hon’ble National Company Law Tribunal, Ahmedabad Bench, ("NCLT") sanctioning Scheme of Amalgamation between Mohit Agro Commodities Processing Private Limited ("The Transferor Company") and Gujarat Ambuja Exports Limited ("The Transferee Company") and their Respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, (the “Act") on 11^th August, 2023 which were become effective upon filing with the Registrar of Companies, Gujarat on 18^th August, 2023.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any associate company(ies) or joint venture during FY 2023-24, the Company have only one Subsidiary as on 31^st March, 2024.

During FY 2023-24, Maiz Citchem Limited ("MCL"), Wholly Owned Subsidiary of the Company has issued equity shares through private placement on preferential basis on 14^th February, 2024 which resulted decreased in shareholding of the Company in MCL from 100% to 75%. As a result, MCL ceased to be a Wholly-owned subsidiary and become subsidiary of the Company.

During FY 2023-24, Mohit Agro Commodities Processing Private Limited, Wholly Owned Subsidiary of the Company has been Amalgamated with the Company w.e.f. 18^th August, 2023, pursuant to order of Hon’ble National Company Law Tribunal, Ahmedabad Bench.

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 subsidiaries in Form AOC-1 is set out as Annexure-D to this report.

In accordance with Section 136 (1) of Act the Integrated Annual Report of your 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 your Company at "Ambuja Tower’’, Opp. Sindhu Bhavan, Sindhu Bhavan Road, Bodakdev, PO : Thaltej, Ahmedabad -380 054, Gujarat. 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 2023-24, none of the Company(ies) become/ceased to be subsidiary of the Company.

FINANCE AND INSURANCE

a. Working Capital

The Working Capital ("WC”) requirements of the Company during the year was almost at the similar level at which it has started at the beginning of the year. ' 217.58 Crores outstanding as on 31^st March, 2023 was repaid by the Company. However, working capital limits have decreased in last quarter and amount outstanding as on 31^st March, 2024 is ' 192.99 Crores.

During the FY 2023-24, 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 rating. This has resulted in higher cost of borrowing through CP.

The Company has a rating of AA-/Stable with positive outlook for long term working capital facilities from CRISIL as per the applicable regulatory norms. During the FY 2023-24 there is no change in rating of the Company. The details of the Credit Rating is available on the Company website at https://www. ambujagroup.com/wp-content/uploads/2020/1 2/ Credit%20Rating_02.12.2020.pdf.

b. Term Loans

During the FY 2023-24, the Company has not availed any fresh term loan.

c. Insurance

All assets and insurable interests of the Company, including building, plant & machineries, 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 2023-24 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 2023-24 the Company has not availed any loan(s) from the Directors or their Relatives.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is well supported by the knowledge and experience of its Directors and Executives. The following changes took place in the Directors and Key Managerial Personnel during the FY 2023-24:

> Re-appointment of Mr. Manish Gupta (DIN: 00028196) as Chairman and Managing Director (Key Managerial Personnel) of the Company for a period of five (5) years w.e.f. 28^th December, 2023.

> Re-appointment of Mr. Sandeep Agrawal (DIN: 00027244) as Whole-time Director (Key Managerial Personnel) of the Company for a period of five (5) years w.e.f. 01^st August, 2024.

Pursuant to provisions of the Act and Articles of Association of the Company, Mr. Manish Gupta (DIN: 00028196) Chairman & Managing 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 SEBI / Ministry of Corporate Affairs 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 and experience.

Details of Familiarisation Programme for the Independent Directors are provided separately in the Corporate Governance Report which forms part of this Integrated Annual Report.

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 Gupta, Chairman & Managing Director;

> Mr. Sandeep Agrawal, Whole-Time Director;

> Mr. Giridhar Nagaraj, Chief Financial Officer;

> Mr. Kalpesh Dave, Company Secretary

There was no other change in the composition of the Board of Directors and Key Managerial Personnel during the FY 2023-24, except as stated above.

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, 2024, 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. 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 as at 31^st March, 2024 and of the profit of the Company for the year ended 31^st March, 2024;

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 set out herewith 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, along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the FY 2023-24, 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/.

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. 41 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 Gupta who hold(s) 10% or more shareholding in the Company are set out in Note No. 41(b)(e) to the Standalone Financial Statements forming part of this Integrated Annual Report.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out 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 selfexplanatory and unmodified and thus does not require any further clarifications / comments. The Statutory Auditors have not reported any incident of fraud to the

Audit Committee of the Company during the FY 202324.

b. Cost Auditors

The Company had appointed M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad (Membership No. 7907) as Cost Auditors of the Company for audit of cost accounting records of its activities for the FY 2023-24. 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 18^th May, 2024, 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 2024-25. The remuneration proposed to be paid to the Cost Auditors, subject to ratification of members at the ensuing 33^rd 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

Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed CS Niraj Trivedi, Practicing Company Secretary, Vadodara as Secretarial Auditors of the Company for the FY 2023-24 to conduct Secretarial Audit and the Secretarial Audit Report in Form MR-3 was furnished by him. The Secretarial Audit Report for FY 2023-24 is annexed herewith as Annexure-G to this report.

The Secretarial Auditors’ report does not contain any qualification, reservation or adverse remark except as provide hereinbelow and is self-explanatory and thus does not require any further clarifications / comments.

There was one day delay in giving intimation of date of Board Meeting with respect to declaration/ recommendation of dividend to Bombay Stock Exchange Limited ("BSE") & National Stock Exchange of India Limited ("NSE") under regulation 29(2)/(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for which

fine of ' 10,000/- each was imposed by the stock exchanges.

The Board of Directors has reviewed the reason for delay and found that it was sear oversight. The Company has paid fine of' 10,000/- each to BSE and NSE on 27^th June 2023. The Company will take care in future.

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 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 behaviour, actual or suspected fraud and violation of the Company’s Code of Conduct and Business Ethics. Under the Policy, each Director / employee of the Company has an assured access to the Chairman of the Audit Committee.

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.

Pursuant to above and in order to effect the amendments as notified by SEBI, for time to time, in the above Regulations, 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/wp-content/uploads/2019/05/ Vigil-Mechanism-Policy_23.01.2020.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 2023-24, 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 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 2023-24, which is available on the website of the Company at https:// www.ambujagroup.com/wp-content/uploads/2023/08/ Annual%20Action%20Plan%202023-24.pdf

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

The policy on Corporate Social Responsibility has been uploaded on the Company’s website at https://www. ambujagroup.com/wp-content/uploads/2021/04/ Corporate%20Social%20Responsibility%20Policy.pdf.

MEETINGS OF THE BOARD

During the FY 2023-24, 4 (four) 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

In 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 2023-24 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.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarized with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The details of the training and familiarization 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/wp-content/ uploads/2024/02/details-of-familiarization-programmes. pdf.

RISK MANAGEMENT

The Company recognizes 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 06^th May, 2023 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 NonExecutive 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) Contents of Remuneration Package

g) Evaluation process

h) 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/wp-content/uploads/2019/05/ Nomination%20and%20Remuneration%20Policy.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 and Companies (Appointment and Remuneration of Managerial Personnel) Amendments Rules, 2016, as amended from time to time, in respect of Directors / employees of the Company is set out in Annexure-I to this report.

ANNUAL 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 Committees was 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.

Separate meeting of Independent Directors of the Company was held on 02^nd February, 2024 and it reviewed the performance of Non-Independent Directors & the Board as a whole and also reviewed the performance of 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 and NSE. The annual listing fees for the FY 2024-25 has been paid to these Stock Exchanges.

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, your 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.

During the FY 2023-24, there was no complaint received by the Company pertaining to Sexual Harassment.

Further pursuant to amendments in 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 2023-24 and pending as on end of the financial year i.e. 31^st March, 2024 are provided in the Corporate Governance Report, which forms part of this report.

DECLARATION OF INDEPENDENCE

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 fulfil 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. they meet the criteria of independence prescribed under the Act and the Listing Regulations; and

b. they have registered their names in the Independent Directors’ Databank maintained by the Indian Institute of Corporate Affairs.

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 is displayed on the website of the Company at https:// www.ambujagroup.com/wp-content/uploads/2024/08/ F-Y-2023-24.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.

MAINTENANCE OF COST RECORDS

The Company is required to maintain cost records as specified by the Central Government under sub-section (!) of Section 148 of the Act and accordingly such accounts and records are made and maintained by the Company.

SECRETARIAL STANDARDS

During the FY 2023-24, The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

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

During the FY 2023-24, 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 2023-24, 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 your 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 your Company’s growth strategy. Your Company emphasizes 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 maximizing 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 shareholders, 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 GUPTA

Place : Ahmedabad Chairman & Managing Director

Date : 03^rd August, 2024 (DIN: 00028196)