As on: Aug 20, 2026 07:42 AM
Dear Members,
The Board of Directors (the "Board of Directors" / "Board") of Gujarat Ambuja Exports Limited (the "Company") is pleased to present the 35th Annual Report of the Company, together with the Audited Financial Statements (Standalone and Consolidated) and Auditor's Report thereon for the FY 2025-26.
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 2025-26 and appropriation of divisible profits is given below:
(Rs. In Crores)
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 9th May, 2026, recommended final dividend ofRs. 0.30/- per eguity share ofRs. 1/- each for the FY 2025-26 amounting to Rs. 13.76 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 Reguirements) 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 has recommended dividend within the parameters of the Dividend Distribution Policy. There was no change in Dividend Distribution Policy during the FY 2025-26.
BUSINESS OPERATIONS / STATE OF THE COMPANY'S AFFAIRS
a. Operational Performance
During the FY 2025-26, the Company delivered a strong operational and financial performance. The operational revenue increased by 24.20% to Rs. 5,728.60 Crores as against Rs. 4,612.58 Crores in the previous financial year, driven by higher sales volumes and improved market demand across key business segments.
The Company's export sales registered a significant growth of 50.42%, increasing to Rs. 1,792.84 Crores during FY 2025-26 from Rs. 1,191.85 Crores in FY 2024-25, primarily on account of increased demand in international markets and enhanced export volumes.
The Company achieved Earnings Before Interest, Depreciation and Tax (EBIDTA) of Rs. 574.02 Crores during FY 2025-26 as compared to Rs. 484.87 Crores in the previous year, reflecting a growth of 18.39%.
The EBIDTA margin during FY 2025-26 stood at 10.02% as against 10.51 % in FY 2024-25.
b. Capital Projects for FY 2025-26
During the FY 2025-26 the Company has invested aboutRs. 29.18 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 Rs. 238.28 Crores in the new projects.
SHARE CAPITAL
As on 31st March, 2026, the issued, subscribed and paid up capital of the Company stood at Rs. 45,86,70,660/- comprising of 45,86,70,660 eguity shares of Rs. 1 /- each.
During the FY 2025-26, the Company has not issued shares with differential voting rights or granted stock options or issued sweat eguity or Employee Stock Option scheme.
CHANGE IN NATURE OF BUSINESS
During the FY 2025-26, 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 31st March, 2026.
CORPORATE GOVERNANCE REPORT
The Company makes due compliance of Corporate Governance guidelines and reguirements 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 reguirements is annexed as Annexure - A to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulation 34(2) of the Listing Regulations, the 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")
In terms of Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") on Company's business as reguired 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 www.ambujagroup . com/sustainability.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
As on 31st March, 2026, the Company has only one Wholly- owned subsidiary i.e. Maiz Citchem Limited ("MCL"). The Company does not have any associate company(ies) or joint venture during FY 2025-26.
Further, the Company does not have any material subsidiary in terms of Act read with Listing Regulations.
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/fnancial-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 reguest.
Except stated hereinabove, during the FY 2025-26, none of the Company(ies) become/ceased to be subsidiary of the Company.
FINANCE AND INSURANCE
a. Working Capital
The working capital reguirements of the Company increased during the year to support its operational and business needs. The outstanding working capital borrowings amounting to ^215.00 Crores as on 31st March, 2025 were fully repaid during FY 2025-26. Flowever, owing to higher utilisation of working capital facilities to meet increased business reguirements during the FY 2025-26, the outstanding working capital borrowings stood at Rs.397.54 Crores as on 31st March, 2026.
During the FY 2025-26, 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.
During the FY 2025-26, the Company continues to maintain strong credit fundamentals, as reflected in its Credit Ratings. The Credit Rating of AA-/Stable (with Positive Outlook) for its Secured Long Term Bank Facilities by CRISIL Ratings Limited and AA-/Stable for its Unsecured Long Term Bank Facilities by CARE Ratings Limited has been reaffirmed, in accordance with the applicable regulatory norms. CARE Ratings Limited has assigned a credit rating of AA-/Stable to the Unsecured Long Term Bank Facilities availed from FIDFC Bank Limited and Yes Bank Limited.
The details of the Credit Rating are available on the Company website at https://www.ambujagroup.com/ documents/disclosure-undereg-46-of-sebi-lod regulations/credit-ratings.pdf.
b. Term Loans
During the FY 2025-26, the Company has availed term loan of Rs. 36.33 Crores (outstanding balance as on 31st March, 2026) from FIDFC Bank Limited.
c. Insurance
All assets and insurable interests of the Company, including building, plant & machineries, projects, stocks, stores and spares have been adeguately 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 2025-26 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 2025-26 the Company has not availed any loan(s) from the Directors or their Relatives.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The composition of Board of Directors as on 31st March, 2026 comprised total 10 (Ten) Directors, out of these, 7 (Seven) Directors constituting 70% of the total strength of the Board, were Independent Directors including two Woman Independent Directors. The details of Board and Committee composition and other details are available in the Corporate Governance Report, which forms part of this Report.
In terms of the reguirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company's business for effective functioning. The key skills, expertise and core competencies of the Board are detailed in the Corporate Governance Report, which forms part of this Report.
Appointment / Cessation / Change in Designation of Directors
During the FY 2025-26, following changes have taken place in the Directorships of the Company:
Appointment:
1. Pursuant to the approval of the Members of the Company through Postal Ballot Notice dated 8th November, 2025, Mr. Dukhabandhu Rath (DIN: 08965826), Mr. Yogesh Ghanshyambhai Shah (DIN: 11203883) and Ms. Gauri Surendra Trivedi (DIN: 06502788) were appointed as Independent Directors of the Company with effect from 8th November, 2025.
2. Additionally, pursuant to the approval of the Members of the Company through Postal Ballot Notice dated 30th January, 2026, Mr. Shreyaan Manish Gupta (DIN: 09655911) was appointed as Whole-time Director of the Company with effect from 30th January, 2026.
Cessation:
1. Mrs. Sulochana Vijaykumar Gupta (DIN: 00028225) tendered her resignation from the office of Non- Executive Director of the Company with effect from 19th November, 2025, and accordingly ceased to be a Non-Executive Director of the Company from that date.
2. Further, Mr. Vishwavir Saran Das (DIN: 03627147), ceased to be an Independent Director of the Company with effect from close of business hour on 31st March, 2026, upon completion of his second and final term.
The Board placed on record its deep appreciation for the valuable services, guidance, and contributions provided by both the Directors during their respective tenures.
Re-appointment of Director(s) retiring by rotation:
Pursuant to provisions of the Act and Articles of Association of the Company, Mr. Manish Vijaykumar 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 35th 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, Partner of M/s. TNT & Associates, Practicing Company Secretaries is annexed to Corporate Governance Report which is forming part of this 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. Shreyaan Manish Gupta, Whole-Time Director (w.e.f. 30th January, 2026);
Mr. Giridhar Nagaraj, Chief Financial Officer;
Mr. Kalpesh Bhupatbhai Dave, Company Secretary
Except as stated above, there were no other changes in the composition of the Board of Directors and Key Managerial Personnel during the FY 2025-26.
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 31st March, 2026, 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 31st March, 2026 and of the profit of the Company for the year ended 31st March, 2026;
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 underthe 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 2025-26, 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 of Directors 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. 44 to the Standalone Financial Statements forming part of this 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. 44(b) (d) to the Standalone Financial Statements forming part of this 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 31st Annual General Meeting of the Company held on 12th 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 31st Annual General Meeting till the conclusion of the 36th Annual General Meeting to be held in the year 2027.
The Statutory Auditors have confirmed that they are not disgualified to hold the office of the Statutory Auditor.
The Statutory Auditors' report does not contain any gualification, reservation or adverse remark and is self- explanatory and unmodified and thus does not reguire any further clarifications / comments.
b. Cost Auditors
In terms of Section 148 of the Act, the Company is reguired 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 reguired 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 9th May, 2026, 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 2026-27. The remuneration proposed to be paid to the Cost Auditors, subject to ratification of members at the ensuing 35th Annual General Meeting, would not exceed Rs. 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
In terms of Regulation 24A of the Listing Regulations and Section 204 of the Act, read with other applicable provisions, if any, the Company is reguired to appoint Secretarial Auditors for a period of 5 (five) years commencing from FY 2025-26, to conduct the Secretarial Audit of the Company.
Based on the recommendation of the Audit Committee and the Board of Directors, the Members of the Company at its 34th Annual General Meeting of the Company, approved the appointment of M/s. TNT & Associates, Practicing Company Secretaries (Firm Registration No. P2018GJ069800 and Peer Review Certificate No. 3209/2023), as the Secretarial Auditors of the Company for a period of 5 (five) years, commencing from the FY 2025-26 up to the FY 2029-30 to conduct the Secretarial Audit of the Company.
Secretarial Auditors Report
The Company is reguired to annex to the Board's Report, the Secretarial Audit Report, given in the Form M3, by a Secretarial Auditor of the Company.
The Secretarial Audit Report of the Company for the FY 2025-26, issued by M/s. TNT & Associates, Practicing Company Secretaries, is annexed to this Report as Annexure - G.
There are no gualifications, observations, adverse remark or disclaimer in the said Report.
Reporting of Fraud
During the FY 2025-26, 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
Details of vigil mechanism / whistleblower policy has been provided in the Corporate Governance Report, which forms part of this Report.
The Vigil Mechanism / Whistle Blower Policy is available on the website of the Company at https://www.ambujagroup . com/documents/corporate-governance-and-statutory- disclosures/policies/vigil-mechanism-whistle-blowe policy.pdf
CORPORATE SOCIAL RESPONSIBILITY
The Company firmly believes that sustainable business growth goes hand in hand with the development of society and the protection of the environment. Guided by this philosophy, the Company continues to undertake Corporate Social Responsibility ("CSR") initiatives aimed at creating long-term value for the communities in which it operates. The Company's CSR efforts are focused on fostering inclusive growth, enhancing the quality of life of beneficiaries, and contributing towards sustainable development. The Company remains committed to conducting its business in an ethical, socially responsible, and environmentally sustainable manner while creating value for all its stakeholders, including customers, members, employees, business associates and society at large. In furtherance of these objectives, the Company has adopted a Corporate Social Responsibility Policy, which provides the guiding framework for planning and implementing its CSR programmes and activities.
During the FY 2025-26, the Company continued to undertake various CSR initiatives aimed at improving the quality of life of communities and promoting sustainable development. The Company's CSR programmes primarily focused on healthcare, education, environmental sustainability, rural infrastructure development, women empowerment, sanitation and hygiene, community welfare, promotion of sports, strengthening healthcare infrastructure and improving access to medical services through support for medical equipment, healthcare facilities, rehabilitation services, and emergency medical assistance. In the field of education, the Company supported the development and upgradation of educational infrastructure and learning facilities for students. The Company remained committed to environmental sustainability through renewable energy initiatives, afforestation activities, and conservation of natural resources. Efforts were also undertaken to improve access to safe drinking water and other essential community infrastructure facilities in rural and surrounding areas. The
Company also supported initiatives aimed at enhancing livelihood opportunities and women empowerment, while also contributing towards community welfare programmes, social development projects and promotion of sports and youth development activities.
Through these initiatives, the Company continued to create a positive and sustainable impact in the communities where it operates, in line with its commitment towards inclusive growth and social responsibility.
The Company has also framed Annual Action Plan for efficient spending of amount allocated for Corporate Social Expenditure for FY 2025-26, which is available on the website of the Company at https://www.ambujagroup . com/documents/corporate-governance-and-statutory- disclosures/corporate-social-responsibility/Annual%20 Action%20Plan%202025-26.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 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 2025-26, 4 (Four) meetings of the Board of Directors of the Company were held. The details of the meetings of the Board / 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; and Share Transfer Committee
Non-mandatory Committees:
Internal Committee; and Investment Committee
Details relating to the powers, roles, terms of reference, and changes, if any, in the composition of the Mandatory Committees of the Board of Directors, along with the dates on which Committee Meetings were held during the FY 2025-26 and the attendance of each Director thereat, are set out 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, enabling them to understand their roles, rights and responsibilities, the Company's business model, diversified operations, manufacturing facilities, product portfolio, financial performance, key milestones, strategic initiatives, export expansion plans and future growth prospects, 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/ disclosu re-undereg-46-of-sebi-lodregulations/ familiarization-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. Flowever, 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 25th 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.
Directors' appointment and criteria for determining gualifications, 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 reguired 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 Directors, Non-Executive Directors, Independent Directors, the Board and its Committees of the Company in accordance with the provisions of Section 178 of the Act, as amended from time to time, and as per Regulation 19 of the Listing
Regulations, as amended from time to time. The criteria was set based on various attributes, inter alia, profile, experience, contribution, dedication, knowledge, sharing of information with the Board of Directors, regularity of attendance, aptitude & effectiveness, preparedness & participation, team work, decision making process, roles, rights, responsibilities, monitoring & managing potential conflict of interest of management, providing fair and constructive feedback & strategic guidance and contribution to the growth of the Company.
Pursuant to the aforesaid criteria, the annual performance evaluation of the Board, its Committees and individual Directors was carried out during the year. The Company has devised an evaluation framework comprising evaluation criteria/forms for Independent Directors, Non-Independent Directors, the Board and its Committees, along with a mechanism for recording observations and suggestions. The performance of the Board as a whole and its Committees was evaluated by the Board, taking into consideration the inputs received from the Separate Meeting of Independent Directors, on parameters such as composition of the Board/Committees, effectiveness of meetings, discharge of functions and overall governance practices.
The Independent Directors of the Company, at their separate meeting, reviewed the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the management and the Board, which is necessary for the Board to effectively and reasonably perform their duties. The feedback and observations of the of the Independent Directors were shared with the Chairman of the Company at the subsequent Board Meeting, wherein 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 2025-26 has been paid to these Stock Exchanges.
COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company has complied with all applicable provisions of the Maternity Benefit Act, 1961 during the FY 2025-26. The maternity benefits prescribed under the Maternity Benefit
Act, 1961, have been extended to all eligible employees in accordance with the statutory requirements. The Company also has in place appropriate HR policies and procedures to ensure adherence to the provisions of the Maternity Benefit Act, 1961.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a policy for prevention, prohibition and redressal of sexual harassmentatworkplace. Further, the Company has constituted an Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with applicable Rules made thereunder (as amended from time to time), where complaints in the nature of sexual harassment can be registered. Appropriate reporting mechanisms are in place for ensuring protection against sexual harassment and the right to work with dignity.
Pursuant to the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Schedule V (Part C) of the Listing Regulations, the Company is required to disclose the number of complaints filed, disposed of during the financial year and those pending as at the end of the financial year. The relevant details for the FY 2025-26, as at 31st March, 2026, are provided in the Corporate Governance Report forming 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 of Directors 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. they 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 2025-26 is placed on the website of the Company at https://www.ambujagroup.com/documents/ investors-downloads/annual-return/annual-return- fy-2025-26.pdf.
INTERNAL FINANCIAL CONTROLS AND LEGAL COMPLIANCE REVIEW
The Company has in place adequate internal financial controls with reference to financial statements. The Board of Directors 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 FY 2025-26, M/s. T R Chadha & Co LLR (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
During the FY 2025-26, 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 2025-26, 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 2025-26, 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 2025-26, there was no instance of one-time settlement with any Bank(s) or Financial Institution(s).
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 and 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.
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
The Board of Directors places on record its sincere appreciation and gratitude to all stakeholders whose continued support, trust and cooperation have significantly contributed to the Company's growth and success during
the year under review. The achievements and progress of the Company are a result of the collective efforts and commitment of all those associated with it.
The Board expresses its heartfelt gratitude to various Government and Regulatory Authorities, including the SEBI, Stock Exchanges, Central and State Government Departments and Agencies, Auditors, Registrars and Share Transfer Agents, Legal Advisors, Bankers and other consultants for their valuable guidance, support and cooperation extended to the Company from time to time.
The Board also conveys its sincere thanks to the Company's valued customers, suppliers, business associates and members for their continued confidence, trust and patronage. Their unwavering support has been instrumental in enabling the Company to navigate challenges, capitalise on emerging opportunities and sustain its growth momentum. The Company remains committed to delivering superior value and maintaining the highest standards of guality, integrity and excellence.
The Board places on record its deep appreciation for the dedication, commitment, and hard work of all employees across the organisation. Their professionalism, teamwork, innovation, and relentless pursuit of excellence have been fundamental to the Company's achievements during the year. The Board acknowledges their invaluable contributions and looks forward to their continued support in achieving the Company's future objectives and creating long-term value for all stakeholders. The Board also wishes to place on record its appreciation for the cooperation received from all employees, staff, and workers at all levels and across all plants and units.
Click here to visit SEBI Scores