To,

Your Directors are pleased to present their 40th Annual Report on the performance of your Company for the financial year ended March 31, 2025 along with the Audited Financial Statements, Auditor's Report.

For the financial year ended March 31,2025, Ambey Laboratories delivered steady top-line growth, with total income rising to approximately INR 13,126.99 Lacs from INR 12,047.14 Lacs in the previous year, reflecting around a 9% growth. However, the profitability weakened, as net profit after tax declined to ?478 lacs from ?772 lacs due to high tax expenses, and basic EPS dropped from ?4.25 to ?2.06. The company's financial strength notably improved: shareholders' funds surged to ?7635 lacs from ?3151 lacs, supported by reduced debt levels?long-term borrowings dropped significantly and the debt-to-equity ratio improved. On the cash flow front, operating cash flow remained under pressure (still significantly negative), while robust financing inflows helped achieve a modest net positive cash flow. Operationally, the company maintained its core focus on manufacturing of agrochemical products, continuing to build on its strong infrastructure and quality systems as outlined in earlier board reports. Overall, Ambey Laboratories showed resilient revenue growth and strengthened its balance sheet, although shrinking margins and persistent negative operating cash flows remain key areas to watch moving forward.

During the year 2024-25, the Company made an Initial Public Offer (IPO) for 65,70,000 Equity shares of Rs. 10/- each at an issue price of Rs. 68/- having an issue size of Rs. 4,468 lakhs. With your valuable support and confidence in the Company and its management, the IPO was subscribed and the Equity shares of the Company were successfully listed on NSE Emerge on July 11, 2024.

During the financial year 2024-2025, the Board of Directors of Ambey Laboratories chose not to recommend or declare any dividend to its shareholders. This decision was made after careful consideration of the company's financial performance, cash flow position, and future business requirements. Although, the company recorded revenue growth during the year, there was a notable decline in net profit and continued pressure on operating cash flows. As a result, the Board opted to retain the earnings to strengthen the company's financial position, support working capital needs, and fund future expansion or strategic initiatives. This approach reflects the company's commitment to long-term value creation and financial prudence.

During the year, the Board of Directors did not transfer any amount to the reserves. The profit earned for the financial year has been retained in the Profit and Loss Account.

The Company continues to operate in the same line of business as outlined in the main objects of its existing Memorandum of Association."

During the year under review, the following changes have been taken place in the Paid-up Share Capital of your Company:

During the financial year, the Paid-Up Share Capital increased from INR 18,68,88,190/- to INR 24,94,68,190/-. Also, the Company made an Initial Public Offer (IPO) for 65,70,000 Equity shares of Rs. 10/- each at an issue price of Rs. 68/- having an issue size of Rs. 4,468 lakh.

With your valuable support and confidence in the Company and its management, the IPO was subscribed and the Equity shares of the Company were successfully listed on NSE Emerge on July 11, 2024.

At the end of financial year 2024-25, Paid Up Share Capital was Rs. 24,94,68,190 comprised of 2,49,46,819 equity shares of Rs. 10/- each.

Pursuant to the approvals received from the shareholders and National Stock Exchange (‘NSE'), the board has allotted 1,08,69,565 (One Crore Eight Lakh Sixty-Nine Thousand Five Hundred Sixty-Five) convertible warrants to eligible persons on preferential basis at the board meeting held on 14th August, 2025 and 19th August, 2025.

Subsequently, the authorised share capital of the Company was increased from Rs. 25,00,00,000/- (Rupees Twenty-Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) equity shares of ?10/- each to ?37,00,00,000/- (Rupees Thirty-Seven Crore only) divided into 3,70,00,000 (Three Crore Seventy Lakh) equity shares of ?10/- each.”

The Company did not buy back any of its securities during the year under review.

In the Financial Year 2024-25, your Company got listed on NSE Emerge, and till date of Directors Report, the Company has utilized funds in the objects as stated in offer document and there were no deviations or variations in utilization of funds raised from the public.

During the financial year 2024-25, the Company was not obligated to transfer any equity shares or unclaimed dividends to the Investor Education and Protection Fund (IEPF) in accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013.

As of the current date, no shares of the company are held in Demat Suspense Account or Unclaimed Suspense Account.

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement of furnishing the details of the deposits which are not in compliance with chapter V of the Act is not applicable.

The Company has appointed M/s MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) as its Registrar & Share Transfer Agent.

a. Mrs. Sarina Gupta, Whole-Time Director

b. Mrs. Rishita Gupta, Non-Executive Director

c. Mr. Sandeep Bansal, Non-Executive Director

d. Mr. Roni Soni, Non-Executive Independent Director

e. Mr. Abdul Quadir, Non-Executive Independent Director

f. Mr. Archit Gupta, Chief Executive Officer

g. Mr. Sarvar Alam, Chief Financial Officer

h. Mrs. Rimple Sarin, Company Secretary

a) Mr. Archit Gupta, Whole-Time Director and Chief Executive Officer

b) Mr. Arpit Gupta, Non-Executive Director

c) Mrs. Bharti Kashyap, Non-Executive Women Independent Director

d) Mr. Roni Soni, Non-Executive Independent Director

e) Mr. Abdul Quadir, Non-Executive Independent Director

f) Mr. Sarvar Alam, Chief Financial Officer

g) Mr. Himanshu Kukreja, Company Secretary

During the Financial Year 2024-25, Mr. Archit Gupta was appointed as the Chief Executive Officer of the Company. He was appointed with effect from 30th January, 2025.

Resignation of Mr. Sandeep Bansal (DIN: 05305244) as the director of the Company with effect from 30th August, 2025.

Resignation of Mrs. Sarina Gupta (DIN: 08787098) Whole-time Director, Mrs. Rishita Gupta (DIN: 07932723), Director and Mrs. Rimple Sarin (M. No. 66345) Company Secretary of the Company with effect from 2nd September, 2025

No director is eligible to retire by rotation.

The Company has received declarations from the Independent Directors of the Company that they meet with the criteria of independence as prescribed under Sub- section (6) of Section 149 of the Companies Act, 2013 in compliance of Rule 6 (1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time and there has been no change in the circumstances which may affect their status as independent director during the year and they have complied with the code of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. It's an optimum mix of expertise (including financial expertise), leadership and professionalism.

None of the Independent / Non-Executive Directors have any pecuniary relationship or transactions with the Company which in the decision of the Board may affect the independence of the Directors.

During the financial year 2024-25, seventeen board meetings were held. The intervening gap between two meetings was not more than 120 days. The details of attendance of each Director at the Board Meetings during the year are, as under:

The following Statutory Committees have been constituted by the Board of Directors of the Company:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The Company has constituted the Audit Committee vide resolution passed in the meeting of Board of Directors held on 7th November, 2022 as per the applicable provisions of the Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). As on date. the Audit Committee comprises following members:

The Company Secretary of our Company shall act as a Secretary of the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications to the shareholders in any matter relating to financial statements.

During the year 2024-25, five meetings of the Committee were held.

The Company has formed the Nomination and Remuneration Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution 7th November, 2022. As on date, the Nomination and Remuneration Committee comprises the following members:

The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee.

During the year 2024-25, one meeting of the Committee was held.

The Company has formed the Stakeholders Relationship Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated 7th November, 2022.

As on date, the constituted Stakeholders Relationship Committee comprises the following members:

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee.

During the year 2024-25, one meeting of the Committee was held.

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Nomination and Remuneration Committee has carried out the annual evaluation of Individual Directors of the Company; and the Board of Directors has carried out the annual evaluation of the performance of performance of the Board and its Committees and Independent Directors. Further, Independent Directors also reviewed the performance of the NonIndependent Director and Board as a Whole and performance of the Chairman. The evaluation sheet for evaluation of Board, committees and Directors/Chairman were circulated to the respective meetings of the Board, Nomination and remuneration Committee and Independent Directors Separate Meeting. A separate meeting of the Independent Directors was held 14th February, 2025 to consider the performance evaluation in accordance with Schedule IV of the Companies Act, 2013 The performance of the Board is evaluated based on composition of the Board, its committees, performance of duties and obligations, governance issues etc. The performance of the committees is evaluated based on adequacy of terms of reference of the Committee, fulfilment of key responsibilities, frequency and effectiveness of meetings etc. The performance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct, participation in board meetings, implementing corporate governance practices etc.

The Independent Directors are evaluated based on their participation and contribution, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behaviour and judgement.

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 is as follows:

Your company is committed to adopt energy efficient practices at its offices and other premises to reduce the consumption of power by analyzing power factor, maximum demand, working hours, load factor, specific energy consumption and monthly consumption.

The Company has endeavored to reduce energy consumption by installation of LED bulbs in place of regular bulbs.

During the year under review, Company has not incurred any capital investment on energy conservation equipment.

The Company has not imported any technology and hence there is nothing to be reported here.

None

a. The details of technology imported: Nil

b. The year of import: Not Applicable

c. Whether the technology has been fully absorbed: Not Applicable

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

During the year under review, it has not incurred any Expenditure on Research and Development C.

(amount in lacs)

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached as “Annexure C” to this report.

As on March 31, 2025, the Company did not have any subsidiary, joint venture or associate.

However, on August 14, 2025 the Company acquired 100% shareholding of M/s Dhansa Green Energy Private Limited, thereby making it a “Wholly Owned Subsidiary."

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2024-25.

Not applicable during the financial year.

The Company is committed to ensuring a safe, inclusive, and supportive work environment for all employees. The Company has complied with the provisions of the Maternity Benefit Act, 1961, and extends all benefits and protections under the Act to eligible employees. Adequate internal policies and procedures are in place to uphold the rights and welfare of women employees in accordance with the applicable laws.

The Report on CSR activities as required under the Companies (CSR Policy) Rules, 2014 along with the brief outline of the CSR policy is annexed as “Annexure D” and forms an integral part of this Report.

The Company's Auditors, M/S Kapish Jain & Associates (FRN 022743N) Chartered Accountant (Statutory Auditors) having their office at New Delhi were appointed as statutory auditor for a term of 5 Years in the 38th Annual General Meeting of members of the company held on 30th September 2023 They have confirmed that they are not disqualified from continuing as Auditors of the company.

The Notes to the financial statements referred in the Auditors' Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The report given by the Statutory Auditors on the financial statements of the Company is a part of this Annual Report as “Annexure E”. There were no qualifications, reservations, and adverse remark or Disclaimer given by the Statutory Auditors in their Report.

During the year under review, the Auditors have not reported any instances of fraud under Section 143(12) of the Act, committed against the Company by its officers or employees, to the Audit Committee or the Board, the details of which would be required to be mentioned in the Directors' Report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules thereof, the Company has appointed M/s Himani Aneja & Associates, Practising Company Secretary, to conduct a Secretarial Audit for the year 2024 - 2025.

“The Company has delayed the filing of Form MGT-14 with the Registrar of Companies beyond the prescribed time limit under the Companies Act, 2013.”

In response to this remark, the management has confirmed in writing that the requisite Form MGT-14 will be filed with the Registrar of Companies along with applicable additional fees in due course.

The Secretarial Audit Report for the year ended March 31, 2025 is annexed herewith as “Annexure F” to this Board's Report.

Also, the board in their meeting held on September 02, 2025 have recommended the re-appointment of M/s Himani Aneja & Associates as the Secretarial Auditors of our Company for a period of five year commencing from April 01, 2025 till March 31, 2030.

M/s Gurvinder Chopra & Co., Cost Accountants (Registration No. 100260) were appointed as the Cost Auditors of the company to conduct audit of cost records for F.Y 2024-25 in accordance with provisions of Section 148 of the Companies Act, 2013 and rules thereof. The Cost Audit Report for the year ended March 31, 2025 is annexed herewith as “Annexure G” to this board report.

Also, the board in their meeting held on September 02, 2025 have recommended the re-appointment of M/s Gurvinder Chopra & Co. as the Cost Auditors of our Company for the Financial Year 2025-26.

The Board appointed M/s. KK Barnwal & Associates as Internal Auditors of the Company for the FY 2024-25 pursuant to the provisions of Section 138 of the Companies Act, 2013.

Also, the board in their meeting held on September 02, 2025 have recommended the re-appointment of M/s KK Barnwal & Associates as the Internal Auditors of our Company for the Financial Year 202526.

Since our Company does not fall under the class of companies specifically mandated to comply with Regulation 17(8) of SEBI LODR, the requirement of CEO/CFO certification is not applicable.

There was no material order passed by Regulators/Courts/Tribunals during the year under review impacting the going concern status and company's operations in future.

The Company adheres to the best Corporate Governance practices and always works in the best interest of its stakeholders. The Company has incorporated the appropriate standards for corporate governance. Further, the Company is listed on NSE Emerge Platform and as such pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

The particulars of loans, guarantees or investments, if any, made during the Financial Year 2024-25, are disclosed in the notes attached to and forming part of the Financial Statements of the Company, prepared for the financial year ended March 31, 2025.

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this report.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, which states:

a. in the Preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit /loss of the Company for that period;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the Annual Accounts on a going concern basis;

e. the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

The Company has in place proper system of internal financial control which is commensurate with size and nature of business. The Company has an Audit Committee headed by the Independent Director, inter-alia, to oversee company's financial reporting process, disclosure of financial information, and reviewing the performance of statutory and internal auditors with management.

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

All the Related Party Transactions which were entered into during the Financial Year 2024-25 were at arm's length basis and in the ordinary course of business. Further, details of material related party transactions as required to be provided in format of AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) of the Companies Act, 2013 form part of this report as “Annexure H”.

As per the requirement of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with rules made there under, as amended from time to time, the Annual Return in Form MGT-7 is available on the website of the Company in the Annual Return section at https://ambeylab.com/annual- report/

A detailed report on Management Discussion and Analysis (MD&A) Report is included in this Report as mentioned from page 5 to 8.

The Company has in place a policy on “Prevention of Sexual Harassment”, through which the Company addresses complaints of sexual harassment at the all workplaces. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no incidences/complaint reported under said Act.

The Company has in place a Risk Management Policy for identification, assessment, measurement and reporting of business risks faced by the company. The same has also been adopted by your Board and is subject its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

The Company has established a whistle blower policy/ Vigil mechanism in compliance with the provision of Section 177(10) of the Companies Act, 2013 for the genuine concerns expressed by the employees and Directors about the unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The Company provides adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The Board has approved the policy for vigil mechanism which is available on the website of the Company at https://ambeylab.com/policies/

There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in the Company and express appreciation to the Workers, Executive Staff and Team Members at all levels.