Your Directors take immense pleasure in presenting the 34^th ANNUAL REPORT of the Company along with the Audited Standalone & Consolidated Financial Statements for the financial year ended 31 March 2024. The consolidated performance of the Company and its subsidiaries have been referred to wherever required.

FINANCIAL SUMMARY / PERFORMANCE OF THE COMPANY (STANDALONE & CONSOLIDATED)

The standalone and consolidated financial highlights of your Company are as under:

(Amt in Lakh)

INDUSTRY OVERVIEW

Amber enjoys a market share of 27.3% of the manufacturing footprint of RAC industry. Your Company has diversified its offerings in the component space which are more margin accretive and has expanded into Non-RAC applications such as telecom, smart meters and automobiles, hence the RAC contribution had reduced from 72% in FY 2018 to approx. 40% in FY 2024

FINANCIAL HIGHLIGHTS

STANDALONE LEVEL

During the financial year 2023-24, your Company clocked total revenue from operations of ' 4,50,467.24 Lakh as

compared to ' 5,02,272.58 Lakh in the financial year 202223 at Standalone level.

There is a slump in RAC topline due to brands taking RAC assembly inhouse and impecunious Q1FY24 owing to unseasonal rains.

The profit after tax ("PAT") of the Company for the financial year 2023-24 was ' 4,055.89 Lakh as compared to ' 4,891.95 Lakh in the financial year 2022-23.

CONSOLIDATED LEVEL

During financial year 2023-24 your Company clocked total revenue from operations of ' 6,72,926.89 Lakh, as compared to ' 6,92,709.51 Lakh in the financial year 202223 at Consolidated level.

The profit after tax ("PAT") for the financial year 2023-24 was ' 13,946.69 Lakh as compared to ' 16,377.56 Lakh in the financial year 2022-23.

There is reduction in PAT due to strategic acquisitions and high strategic capital expenditure incurred by the Company in financial year 2023 - 2024.

On consolidated and standalone basis the capital expenditure on tangible assets, including rights of use of assets but excluding assets acquired pursuant to business combination, was made of ' 72,653.82 Lakh and ' 54,129.45 Lakh respectively and;

No material changes or commitments have occurred between the end of the financial year and the date of this Report which affect the financial statements of the Company in respect of the reporting year, except as stated in the report.

Your Company's ranking in terms of market Capitalisation as on 31 March 2024 on National Stock Exchange of India Ltd. is 398 & on BSE Ltd. is 399.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the financial year 2023 - 24, are prepared in compliance with applicable provisions of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 ("the Act"), Indian Accounting Standards ("Ind AS") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ("SEBI LODR Regulations"). The Audited Consolidated financial statements for the financial year ended 31 March 2024 forms part of this Annual Report.

CREDIT RATING

There is no change in credit ratings of the Company, the last credit ratings given by CRISIL and ICRA Limited are mentioned herein below :

CRISIL

Rating Action

1 Crore = 10 Million ICRA Limited

The Rating Committee of ICRA, has assigned a long-term rating of [ICRA]AA- (pronounced ICRA double A minus) ("Rating") to the Company. The outlook on the long-term rating is "Stable". The details of rating action are mentioned below:

Rating Action

CREDIT RATING OF MATERIAL SUBSIDIARIES

Sidwal Refrigeration Industries Private Limited ("Sidwal")

During the financial year 2023 - 24 CRISIL has upgraded its credit rating on the bank facilities of Sidwal, the material subsidiary of the Company to "CRISIL AA-/Stable" from "CRISIL A /Positive". The details of rating action are mentioned herein below:

Rating Action

ILJIN ELECTRONICS (INDIA) PRIVATE LIMITED ("ILJIN")

CRISIL Ratings has upgraded its credit rating on the bank facilities of ILJIN Electronics (India) Private Limited, the material subsidiary of the Company to "CRISIL A /Stable" from "CRISIL A/Stable". The details of rating action are mentioned herein below:

Rating Action

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the financial year 2023 - 24 under review, there was no change in the nature of business of the Company.

CHANGE IN SHARE CAPITAL STRUCTURE

During the year under review, there has been no change in the Authorised Share Capital and issued and paid-up share capital of your Company.

The Authorized Share Capital of the Company is ' 45,00,00,000 (Rupees Forty Five Crore only) divided into 4,50,00,000 (Four Crore Fifty Lakh) equity shares of ' 10/-(Rupees Ten) each.

The issued and paid-up share capital of the Company as on 31 March 2024 was ' 33,69,37,310 (Rupees Thirty Three Crore Sixty Nine Lakh Thirty Seven Thousand Three Hundred and Ten only) divided into 3,36,93,731 (Three Crore Thirty Six Lakh Ninety Three Thousand Seven Hundred Thirty One) equity shares of ' 10 (Rupees Ten) each.

The Company has only one class of equity shares with face value of ' 10 (Rupees Ten) each, ranking pari passu.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The Board of Directors have not recommended any Dividend for the financial year 2023 - 2024, due to strategic acquisition and high strategic capital expenditure incurred by the Company in financial year 2023 - 2024, being eligible for PLI as well as other segments, to capitalise the growth opportunities and strengthening the product portfolio.

The Board of Directors of your Company had approved and adopted the Dividend Distribution Policy containing all the necessary details as required by the SEBI LODR Regulations. The Dividend, if any shall be payable in accordance with the Dividend Distribution Policy, which is available on the

website of your Company at http://www.ambergroupindia. com/dividend-distribution-policy

There has been no change in the said policy during the financial year under review.

CAPACITY EXPANSION, NEW PROJECTS & STRATEGIC ALLIANCES

In the financial year 2023-24, your Company strategically diverged its resources on capitalising opportunities with focus on growth alongwith strengthening and diversifying the product portfolio.

Your Company as a Group has augmented its overall manufacturing capacity of all plants across the country from 27 to 30 and optimised its capacity utilisation.

During the financial year, the Company embarked on a strategic expansion within its group operations by initiating and scaling up the establishment of 2 (Two) new manufacturing facilities. These expansions were aimed at enhancing the Company’s production capabilities for components while also facilitating its entry into new segments such as automation, smart electronics, and home appliances.

Further, as a part of strategic vertical acquisition, ILJIN Electronics (India) Private Limited, the material subsidiary of the Company acquired Ascent Circuits Private Limited on 02 February 2024, a South India based homegrown company, which is a leading player engaged in the manufacturing of Printed Circuit Boards which resulted in addition of new manufacturing unit.

? STRATEGIC ALLIANCES ||

JOINT VENTURE

The Company entered into a definitive agreement on 21 March 2024 to acquire 50% stake in Resojet Private Limited ("Resojet/JV Company") - A part of LCGC Resolute Group (A Radiant Group Company), based out of Hyderabad, to carry on the business of manufacturing of fully automatic top loading and front-loading washing machine(s) and its components ("Business"), for strengthening its consumer durable vertical.

This joint venture will propel Amber diversification beyond air conditioners, into the washing machine and its component segment, thereby solidifying its position within the consumer durables market and will further enable Amber to provide more comprehensive solutions to its customers.

Further, after the closure of the financial year, the Company acquired 50% stake through primary investment in equity share capital of Resojet on 4 May 2024 to restructure and form a joint venture with Resojet, at a cost consideration of ' 35,00,00,000 (Rupees Thirty Five Crore Only).

Pursuant to the said acquisition Resojet has become a Joint Venture Company of Amber with effect from 04 May 2024.

? NEW PROJECTS UNDER PROCESS f§

Amber is focused on expanding its market horizon in the rapidly expanding air conditioning market and it is also tapping new segments viz automation, smart electronics and home appliances for meeting the increasing consumer demands.

? GLOBAL REACH If

Your Company’s (including its subsidiaries) footprints have increased to six markets outside India like, Middle East, Taiwan, USA, Sri Lanka, Nepal etc.

? INNOVATION RESEARCH & DEVELOPMENT

Your company is actively expanding its innovation capabilities within its ecosystem. With a dedicated in-house research and development department, we have placed a strong emphasis in recent years on fostering innovation across our organization. This focus underscores our commitment to advancing technological and product innovations that benefits our stakeholders and drives sustainable growth.

? SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES ||

Your Company has following subsidiaries, wholly owned subsidiaries, step-down subsidiaries & joint ventures and it regularly monitors the performance of these companies :

Following are the step-down subsidiary(ies)/joint ventures of the Company as on 31 March 2024:

It undertakes the business of manufacturing various kinds of electric motors, single phase induction motors and BLDC motors for air conditioners, washing machine, ceiling fans and other appliances.

During financial year 2023 - 24, PICL has reported total revenue of ' 33,876.76 Lakh and a Net Profit of ' 714.81 Lakh.

Appserve Appliance Private Limited (“Appserve")

Appserve is a wholly owned subsidiary of your Company. It was incorporated as a Private Limited Company on 4 December 2017 with the object of carrying out the business of manufacture, repair, maintenance, installation, assembly and routine servicing activities of all kinds of white goods

i.e. RACs, washing machines, refrigerators, consumer durables and other similar equipment and components and to establish repair shops for the same along with other related activities.

During financial year 2023 - 24, Appserve has reported total revenue ' Nil Lakh and booked a net loss of ' 1.58 Lakh.

Sidwal Refrigeration Industries Private Limited (“Sidwal")

Sidwal is a wholly owned material subsidiary of your Company. It was incorporated as a Private Limited Company on 16 August 1965 and it was acquired by the Company in two tranches in the years 2019 and 2020.

It is engaged in the business of manufacturing and sale of Heating, Ventilation and Air Conditioning equipment for railways, metros, defence, bus, telecom, commercial refrigeration and components/sub- components of rolling stock etc for government and private customers.

During financial year 2023 - 24, Sidwal has reported total revenue of ' 47,976.30 Lakh and a Net profit of ' 7,046.62 Lakh.

Amber Enterprises USA Inc.

Amber Enterprises USA Inc., is a wholly owned foreign subsidiary of your Company. It was incorporated as a corporation under the United States Corporate Law, in the state of Delaware.

It is majorly engaged in the business of sales and marketing along with trading activities.

During financial year 2023 - 24, Amber Enterprises USA Inc. has reported total revenue of ' 250.03 Lakh and a Net profit of ' 20.65 Lakh.

Amberpr Technoplast India Private Limited (“AmberPR")

Amberpr is a wholly owned subsidiary of your Company. It was incorporated as a Private Limited Company on 19 July 2013 under the provisions of Companies Act, 2013. Initially your Company acquired 73% equity stake in Amberpr and acquired remaining 27% equity stake from Mr. Pankajj

Russtagi and Ms. Rashmi Rustagi on 1 August 2023. Thereafter, Amberpr became wholly owned subsidiary of your Company w.e.f. 01 August 2023.

Amberpr is engaged in the business of manufacturing of (i) cross flow fans and its plastic parts; (ii) fans and fan guard for outdoor units of room air conditioners; (iii) plastic parts for water dispenser and refrigeration applications (other than automobile industry) and (iv) plastic parts for seats of trucks, tractors and buses.

During financial year 2023 - 24, Amberpr has reported total revenue of ' 12,092.63 Lakh and a Net profit of ' 290.24 Lakh.

Subsidiaries

ILJIN Electronics (India) Private Limited (“ILJIN")

ILJIN is a material subsidiary of your Company. It was incorporated as a Private Limited Company on 11 September 2001 under the provisions of Companies Act, 1956. Initially your Company acquired 70% equity stake of ILJIN and 30% equity stake was held by Mr. Hyun Chul Sim and Ms. SU A Lee.

Further, ILJIN issued 3100 Optionally Fully Convertible Debenture ("OFCD") of face value of ' 10,00,000 each to your company on 31 January 2024.

On, 30 April 2024, the said OFCDs were converted into 20,46,002 fully paid-up Equity Shares at a conversion price of ' 1,515.15 per share (including premium of ' 1,505.15 per equity share), and were issued and allotted to Amber on 30 April 2024, consequently the shareholding of your Company in ILJIN changed to 86.60%.

Further, after the closure of the financial year, on 12 June 2024, your Company acquired additional 4.6% Equity Stake in ILJIN from existing shareholder of ILJIN, Mr. Hyun Chul Sim, consequent to which the shareholding of the Amber in ILJIN increased to 90.22%.

ILJIN is engaged in the business of manufacturing, assembling, purchasing, selling, dealing, distributing, importing and exporting of electronic assembled printed circuit boards for Air conditioners and all kind of Wearable products- including but not limited to Smart Watches and Smart Band, Hearable products- including but not limited to TWS and Neckband, Telecom products - including but not limited to RRH ONT, OLT, Setup Box, IT products - including but not limited to Laptop, Tablets, Charger and Power Bank, Audio products - including but not limited to Bar Speaker, Trolley speaker and Electric Vehicles - including but not limited to EV Charger, EV Controller etc.

During financial year 2023 - 24, ILJIN has reported total revenue of ' 91,336.67 Lakh and Net profit of ' 846.40 Lakh.

EVER is a subsidiary of your Company. It was incorporated as a Private Limited Company on 2 August 2004 under the provisions of Companies Act, 1956. Initially your Company acquired 70% of equity stake of EVER and 30% equity stake was held by Mr. Hyun Chul Sim.

Further, after the closure of the financial year, on 24 May 2024, your Company acquired additional 20.22% Equity Stake in EVER from existing shareholder of EVER, Mr. Hyun Chul Sim, consequent to which the shareholding of Amber in EVER increased to 90.22%.

EVER is engaged in the business of assembly of electronics printed circuit boards for Air conditioners and other consumer durables, electronics and automobiles.

During financial year 2023 - 24, EVER has reported total revenue of ' 30,694.74 Lakh and a Net profit of ' 971.12 Lakh.

Pravartaka Tooling Services Private Limited (“Pravartaka")

Pravartaka Tooling Services Private Limited is a subsidiary of your Company. It was incorporated as a Private Limited Company on 27 April 2021 under the provisions of Companies Act, 2013. Your Company holds 60% equity stake in Pravartaka and 40% equity stake is held by Mr. Anil Sangwan and Mr. Aakash Sangwan.

Pravartaka is engaged in the business of manufacturing of injection mould tool manufacturing and injection moulding components manufacturing for various industries.

During financial year 2023 - 24, Pravartaka has reported total revenue of ' 23,135.18 Lakh and a Net profit of ' 39.22 Lakh.

STEP DOWN SUBSIDIARIES

Ascent Circuits Private Limited (“Ascent")

ILJIN Electronics (India) Private Limited ('ILJIN') the Material Subsidiary of the Company entered into definitive agreements with Ascent Circuits Private Limited ('Ascent') on 02 January 2024, for acquiring majority stake in the equity share capital of Ascent, which is one of the leading manufacturers of Printed Circuit Boards (PCBs) catering to a wide range of industries including Aerospace & Defence, Medical, Energy solutions, Automotive, Telecom, Data Centres, Consumer Electronics, IT, Lighting etc.

Ascent, a South India based homegrown company is a leading player engaged in the manufacturing of Printed Circuit Boards (Single sided, double sided, multi layered and RF PCB) catering to marquee customers such as ISRO, BEL, BHEL, Automotive, Telecom, Consumer Electronics clients both multinational & domestic. Ascent provides solutions for various applications such as Aerospace & Defence, Medical, Energy solutions, Automotive, Telecom, Data

Canters, Consumer Electronics, IT, Lighting etc., Ascent also exports its produce to global markets.

Further on 2 February 2024, ILJIN acquired 60% stake in the equity share capital of Ascent, at a cost consideration of ' 31100.13 Lakh, subject to some adjustments as stipulated in definitive agreements.

Pursuant to the said acquisition by ILJIN, Ascent has become subsidiary of ILJIN and step-down subsidiary of the Company i.e. Amber Enterprises India Limited.

During the financial year 2023 - 24, Ascent has reported total revenue of ' 26,320.08 Lakh and a Net profit of ' 3,244.65 Lakh.

AT Railway Sub Systems Private Limited (“AT Railway")

Sidwal Refrigeration Industries Private Limited ("Sidwal"), [wholly owned material subsidiary of the Company i.e. Amber Enterprises India Limited ("Amber")] has incorporated a wholly owned subsidiary, namely "AT Railway Sub Systems Private Limited" on 15 March 2024, to carry on the business of railway components and sub systems for the rolling stock industry in India and overseas and also to expand their business into the global markets ("Business"). Pursuant to the said investment by Sidwal, AT Railway Sub Systems Private Limited has become wholly owned subsidiary of Sidwal and step-down subsidiary of the Company i.e. Amber Enterprises India Limited.

Since the Company is recently incorporated on 15 March 2024, as of now there are no business activities in the Company, hence, in the financial statements only preliminary expenses and paid-up capital have been accounted.

JOINT VENTURE COMPANIES Stelltek Technologies Private Limited

A Joint Venture Agreement was entered amongst, ILJIN Electronics (India) Private Limited ('ILJIN') the Material Subsidiary of the Company and Nexxbase Marketing Private Limited - Noise Brand ("NEXXBASE"), which is a Gurgaon based company engaged in the business of selling, distributing, marketing and advertising electronic products including smart watches, earphones, earbuds, headphones etc. under the leading brand i.e., "NOISE" through offline and online modes, to form a Joint Venture Company ("JVC"), to carry on the business of manufacturing, assembling and designing of wearables and other smart electronics products ("Business").

Further, on 26 December 2023, ILJIN and Nexxbase incorporated a Joint Venture Company namely "Stelltek Technologies Private Limited" having shareholding in the ratio 50:50 respectively.

On 24 January 2024, binding definitive agreements have been entered amongst, Sidwal Refrigeration Industries Private Limited ("Sidwal"), a leader in the train and metro air conditioner market in India [wholly owned material subsidiary of Amber] and Titagarh Rail Systems Limited (formerly Titagarh Wagons Limited) ("Titagarh"/ "TRSL"), a leader in the rolling stock space for both freight and passenger rolling stock with a prominent presence in India and its promoters and Shivaliks Mercantile Private Limited ("Shivaliks"), an existing company within the meaning of the Companies Act 2013, for undertaking investment by Sidwal & TRSL in Shivaliks, to structure Shivaliks as a Joint Venture - Special Purpose Vehicle Company ("JV-SPV"), to carry on the business of railway components and sub systems for the rolling stock industry in India and overseas and also expand their business into the global markets (“Business") and for further undertaking investment in Titagarh Firema SpA, Italy ("Firema"), a company based out of Italy which is inter alia, in the rolling stocks space, in order to grow capabilities and capacities for various products in India and globally.

Further, Sidwal has made primary and secondary investment in the equity share capital of Shivaliks, of an amount aggerating to approximately ' 109.79 Crore, infused in tranches for acquisition of 10,97,98,850 equity shares of Shivaliks.

Consequent to above investment, Shivaliks has also acquired 34.59% stake in the share capital of Firema, at a cost consideration aggerating to approximately Euro 20.21 Million.

None of the above named wholly owned subsidiaries and subsidiaries / step down subsidiaries declared any dividend during the financial year 2023-24.

A statement containing salient features of financial statements of each subsidiary of the Company is provided in Form AOC - 1 as “Annexure - A" and it forms part of this Annual Report and the consolidated financial statements of the Company for the financial year ended 31 March 2024.

In accordance with Section 136 of the Act, the audited financial statements including the consolidated financial statements and related information of your Company and separate audited accounts of subsidiaries including our foreign subsidiary are available on the website of your Company at www.ambergroupindia.com.

The subsidiaries of the Company function independently, with an adequately empowered Board of Directors and adequate resources. For more effective governance, the minutes of Board meetings of Subsidiaries of the Company

are placed before the Board of Directors of the Company for their review at every quarterly meeting.

Your Company does not have any associate companies or joint ventures for the financial year 2023 - 24.

However, after the closure of the financial year, Resojet has become a Joint Venture Company of Amber with effect from 04 May 2024.

There are no companies which have ceased to be its subsidiaries, joint ventures or associates companies during the financial year.

MATERIAL SUBSIDIARIES

The Board of Directors of your Company ('the Board’) has approved and adopted a policy for determining material subsidiaries in accordance with the provisions of Regulation 16(c) of SEBI LODR Regulations. The policy on material subsidiary has been uploaded on the website of the Company and it can be viewed at the Web-link: https:// www.ambergroupindia.com/policy-for-determination-of-material-subsidiary-and governance-of-subsidiary/.

As on 31 March 2024, ILJIN Electronics (India) Private Limited ("ILJIN") and Sidwal Refrigeration Industries Private Limited ("SIDWAL"), subsidiaries of your Company, were unlisted material subsidiaries, as per SEBI LODR Regulations. In terms of the provisions of Regulation 24(1) of the SEBI LODR Regulations, appointment of one of the Independent Directors of your Company on the Board of unlisted material subsidiaries was applicable only to said subsidiaries.

Independent Audit Reports of the material subsidiaries are available on the website of your Company. The Secretarial Audit report of these material subsidiaries does not contain any qualification, reservation or adverse remark or disclaimer. The Company monitors performance of subsidiary companies, inter alia, by the following means:

• Financial statements, in particular investments made by subsidiary companies, are reviewed quarterly by your Company’s Audit Committee;

• Minutes of Board meetings of subsidiary companies are placed before the Company’s Board regularly;

• A statement containing all significant transactions and arrangements entered into by subsidiary companies is placed before the Company’s Board;

• The Company’s Policy for determining Material Subsidiaries is available on the website of the Company and can be accessed at Web-link: http: https://www. ambergroupindia.com/policy-for-determination-of-material-subsidiary-and-governance-of-subsidiary/

Furthermore, pursuant to Regulation 24(A) of SEBI LODR Regulations, as amended, read with Guidance note on

Annual Secretarial Compliance Report issued by Institute of Company Secretaries of India and various circulars issued by SEBI, the Secretarial Audit report (MR-3) of Material Unlisted Subsidiaries i.e. ILJIN and SIDWAL forms part of this Annual Report.

The other requirement of Regulation 24 of the SEBI LODR Regulations with regard to Corporate Governance requirements for Subsidiary/Step Down Subsidiary companies have been complied with.

MERGER AND AMALGAMATION OF SUBSIDIARIES

The Board of Directors of the Company in its meeting held on 10 February 2024, have approved the Scheme of Amalgamation between ILJIN Electronics (India) Private Limited (''ILJIN’’) (''Transferee’’), the material subsidiary of the Company and Ever Electronics Private Limited (''EVER’’) (''Transferor’’), the subsidiary of the Company and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 (“Scheme").

The Scheme was approved by the Board of ILJIN and EVER at their respective meetings and subsequently approved by the Board of Directors of the Company i.e. Amber Enterprises India Limited on 10 February 2024.

ILJIN and EVER had filed First Motion Application on 26 March 2024, which was listed for hearing on 30 April 2024 and on that date The Hon’ble National Company Law Tribunal ("NCLT") reserved the matter.

Further, NCLT, Mumbai, vide its on website of Hon’ble NCLT on 13 June 2024 had directed to convene the meetings of equity shareholders, secured and unsecured creditors of the Transferor Company and Transferee Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors (the "Board") of your Company is responsible for and are committed to sound principles of Corporate Governance in your Company. The Board’s focus is on the formulation of business strategies, policies and robust control systems. The Board provides strategic guidance and direction to your Company in achieving its business objectives and protecting the interest of the stakeholders.

Matters reserved for the Board are those affecting your Company’s overall strategic policies, finances and shareholders. These include, but are not restricted to, deliberation of business plans, risk management, internal control, preliminary announcements of interim and final financial results, dividend policy, annual budgets, major corporate activities such as material acquisitions and disposals and connected transactions.

Your Company has a professional Board with right mix of knowledge, skills and expertise with an optimum

combination of Executive, Non Executive and Independent Directors including one Woman Director.

Directors and Key Managerial Personnel who were Appointed/Re-appointed or have resigned during the Year

DIRECTORS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of the Act, not less than 2/3rd (two-third) of the total number of directors of the Company (other than Independent Directors and Nominee Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation and one-third of such of the directors for the time being are liable to retire by rotation at every subsequent annual general meeting. Accordingly, pursuant to the Act read with Articles of Association of your Company, Mr. Jasbir Singh (DIN: 00259632) been longest in office is liable to retire by rotation and, being eligible, offers himself for reappointment.

Key Managerial Personnel ("KMP")

In accordance with the provisions of Section 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following are the Key Managerial Personnel(s) of your Company as at 31 March 2024 :

*The Board of Amber and the material subsidiaries of Amber,

i.e. ILJIN Electronics (India) Private Limited (“ILJIN") and Sidwal Refrigeration Industries Private Limited ("Sidwal") (“Material Subsidiaries") have vested Mr. Sanjay Kumar Arora and Mr. Udaiveer Singh, with critical roles and functionalities and positioned them as follows:

Mr. Sanjay Kumar Arora was appointed and designated as Whole Time Director, in ILJIN w.e.f 15 May 2023 AND Mr. Udaiveer Singh is serving the Board of SIDWAL as a Managing Director, since 29 May 2020.

During the year, following changes took place in the Board structure: -

Mr. Jasbir Singh (DIN: 00259632), the Chairman and Chief Executive Officer of the Company was re-designated/ appointed as a Whole Time Director of the Company and designated as Executive Chairman & Chief Executive Officer and Whole Time Director of the Company, to hold the office

for a period of 5 (Five) consecutive years commencing from 16 May 2023 till 15 May 2028.

Further, his re-designation/appointment was approved by the shareholders in the Annual General Meeting of the Company held on 09 August 2023.

Following changes took place in the Board structure after the closure of the financial year :-Since the first term of Mr. Arvind Uppal (DIN: 00104992) was concluded on 12 May 2024, the Board at its meeting held on 7 May 2024, re-appointed Mr. Arvind Uppal as an Independent Director for the second term commencing from 13 May 2024 till 12 May 2029, subject to approval of members of the Company in ensuing Annual General Meeting of the Company.

Declaration from Independent Directors

Your Company has received declarations from all the Independent Directors confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of section 149 of the Act and Regulation 16(1) (b) of the SEBI LODR Regulations.

In opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made thereunder and SEBI LODR Regulations and are independent of the management.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnel formulated by the Company.

BOARD MEETINGS

Your Company holds minimum of 4 (Four) Board meetings in each calendar year with a gap of not more than one hundred and twenty days between any two consecutive Meetings. Additional meetings of the Board/ Committees are convened as may be necessary for proper management of the business operations of your Company.

The agenda alongwith the requisite annexures and Notice for the Meetings is prepared and circulated in advance to the Directors. The Board of Directors of your Company met 6 (Six) times during the financial year 2023-24 i.e. on following dates :-

1. 16 May 2023;

2. 14 July 2023;

3. 24 July 2023;

4. 16 September 2023;

5. 21 October 2023;

6. 10 February 2024

The necessary quorum was present at all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Act. A detailed update on the Board and its Committees, composition thereof, number of meetings held during financial year 2023-24 and attendance of the Directors at such meeting is provided in the Section "Board of Directors" of "Corporate Governance Report" of this Annual Report.

BOARD COMMITTEE(S) MEETINGS

The Board has delegated part of its functions and duties to an Executive committee and day-to-day operational responsibilities are specifically delegated to the management.

Further, the Board had duly constituted following Committees, which are in line with the provisions of applicable laws:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Corporate Social Responsibility Committee

D. Stakeholders’ Relationship Committee

E. Risk Management Committee

F. Business Responsibility & Sustainability Committee

A detailed update on the composition, number of meetings, attendance and terms of reference of aforesaid Committees are provided in the section "Committees of the Board" of "Corporate Governance Report" of this Annual Report.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

As per Schedule IV of the Act, Secretarial Standards-! ('SS-!’) read with the Guidance Note on SS-! and SEBI LODR Regulations, one meeting of Independent Directors of the Company was duly held on 18 December 2023 without the attendance of non-independent Directors and members of Management wherein the Independent Directors evaluated the performance of Non - Executive Directors, Executive Directors and Board as a whole.

In addition, the Executive Directors of the Company provide regular updates of Business plan and strategies to Independent Directors, in detail, on a regular basis.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and the SEBI LODR Regulations, A formal Annual evaluation of the Board, its Committees, the Chairman and individual directors was carried out on the basis of Guidance Note on Board Evaluation issued by Securities and Exchange Board of India ("SEBI") for the financial year 2023-24.

To facilitate the evaluation process, Board and its Committee’s self-evaluation questionnaires were circulated to the Board members and respective Committee members. As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board excluding the Director being evaluated. The actions emerging from the Board evaluation process were collated and presented before the Nomination and Remuneration Committee as well as the Board. Suggestions/ feedback concerning strategic, governance and operational matters were actioned upon by the team. The Directors have expressed their satisfaction with the evaluation process.

DIRECTOR'S APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act read with Rules made thereunder and Regulation 19 of SEBI LODR Regulations, the Nomination and Remuneration Committee ("NRC") of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive and NonExecutive Directors of the Company.

The NRC takes into consideration the best remuneration practices in the industry while fixing appropriate remuneration packages and for administering the longterm incentive plans, such as ESOPs, ESOSs etc.

Further, the compensation package of the Directors, Key Managerial Personnel, Senior Management, and other employees is designed based on the set of principles enumerated in the said policy.

Your Directors affirm that the remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the Remuneration Policy of your Company.

The remuneration details of the Directors, Chief Financial Officer and Company Secretary, along with details of ratio of remuneration of each Director to the median remuneration of employees of the Company as per section 197(12) of the Act, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year under review forms part of this report and are provided as "Annexure - B".

The Nomination and Remuneration Policy of your Company can be viewed at the following link: https://www. ambergroupindia.com/nomination-and-remuneration-policy/

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

As on 31 March 2024, total number of permanent employees on the records of your Company were 1,646. Your Directors place on record their appreciation for the significant contribution made by all the employees, who through their competence, dedication, hard work, cooperation and support have enabled the Company to cross new milestones on a continual basis.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136 of the Act, the report and financial statements are being sent to the Members and others entitled thereto, excluding the aforesaid disclosure. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

EMPLOYEE STOCK OPTION SCHEMES

Your Company has, introduced employee recognition schemes in the form of ESOPs and such tools have been constructive in acknowledging employee's contribution to the organisation. The objective of the said ESOPs is to enhance employee motivation, enable employees to participate, directly or indirectly, in the long-term growth and success of your Company. Also, such tools act as a retention mechanism by enabling employee participation in the business as its active member.

The Company had introduced an employee stock option plan namely "Amber Enterprises India Limited - Employee Stock Option Plan 2017" ("ESOP 2017"/ "Plan") to attract, retain, incentivise and motivate the Company's and its Subsidiaries' eligible employees and enable them to participate, directly or indirectly, in the long-term growth and success of your Company.

The total options reserve under ESOP 2017 are 10,10,800 (Ten Lakh Ten Thousand Eight Hundred) Options.

Pursuant to the said ESOP 2017, the Nomination and Remuneration Committee "NRC" at its meeting held on 19 April 2021 has approved the Grant of 220,000 (Two Lakh Twenty Thousand) stock options under Amber Enterprises India Limited - Employee Stock Option Plan 2017' ("ESOP

2017"/ "Plan") to eligible employees of the Company and its subsidiary Company (ies) at an exercise price of ' 2400 per option in terms of the ESOP 2017.

Further, the NRC of the Board of Directors of the Company in the meeting held on 13 May 2022 approved the grant of 2,50,000 options under ESOP 2017 to the eligible employees of the Company and its subsidiary(ies) at a discount of ' 500 per option, on latest closing price on a recognised stock exchange on which the shares of the Company are listed and having highest trading volume on the date of meeting of the Committee and Board held on 13 May 2022. During the year under review, no shares have been allotted by the Company under ESOP 2017.

Disclosures on details of options granted, shares allotted upon exercise, etc. as required under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB & SE) Regulations") are set out in "Annexure - C" to this Report. Further, details of options granted and exercised are included in the notes to accounts forming part of standalone financial statements.

Your Company has received a certificate from M/s Amit Chaturvedi & Associates, Secretarial Auditors that the ESOP 2017 for grant of stock options has been implemented in accordance with the SEBI (SBEB & SE) Regulations and the resolution passed by the members in the general meeting and via postal ballot. The certificate would be placed/available at the ensuing Annual General Meeting for inspection by the members.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI LODR Regulations, your Company has put in place a familiarisation programme for the Independent Directors to familiarise them with their roles, rights, and responsibilities as Directors, working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarisation programme are explained in the Corporate Governance Report. The same is also available on the website of the Company at https://www. ambergroupindia.com/wp-content/uploads/2022/1 2/ Code-for-Independent-Director-and-Familiarisation-Programme-changed-2020.pdf

DEPOSITS

During the year under review, your Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made thereunder and no amount of principal or interest was outstanding as at the end of

financial year 2023-24. There were no unclaimed or unpaid deposits lying with your Company.

TRANSFER TO GENERAL RESERVE

Details with regard to amount transferred to reserves are provided in the Notes to financial statements is forming part of this Annual Report.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company was not required to transfer any funds to Investor Education and Protection Funds (IEPF).

FINANCIAL LIQUIDITY

On standalone basis cash and cash equivalent as at 31 March 2024 was ' 6,458.97 Lakh (previous year ' 29,987.40 Lakh). The Company’s working capital management is robust and involves a well-organised process which facilitates continuous monitoring and control over receivables, inventories and other parameters. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities. Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates. In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

Note: Cash and cash equivalents mentioned above includes other bank balances, bank deposits with more than 12 months maturity and investment in bonds.

RELATED PARTY TRANSACTIONS

During financial year 2023-24, all contracts/ arrangements/ transactions entered into by your Company with related parties under Section 188(1) of the Act were in the ordinary course of business and on an arm’s length basis.

During financial year 2023-24, your Company has not entered into any contract/ arrangement/ transaction with

related parties which could be considered 'material’ in accordance with its Policy on Materiality of Related Party Transactions. Thus, there are no transactions required to be reported in Form AOC-2.

In line with the requirements of the Act and SEBI LODR Regulations, your Company has formulated a Policy on Materiality and dealing with Related Party Transactions which is also available on the Company’s website at https:// www.ambergroupindia.com/policy-on-materiality-and-dealing-with-related-party-transactions/.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between your Company and Related Parties.

All related party transactions are placed before the Audit Committee for its approval. Prior omnibus approval of the Audit Committee is obtained as per SEBI LODR Regulations for the transactions which are foreseen and are repetitive in nature.

All the significant related party transaction undertaken by subsidiaries to which the subsidiary of a listed entity is a party but the listed entity is not a party, are placed before the Audit Committee of the Company.

*Significant RPTs means, if the value of such transaction whether entered into individually or taken together with previous transactions during a financial year exceeds 10% of the annual standalone turnover, as per the last audited financial statements of the subsidiary.

Related Party Transactions were disclosed to the Board on quarterly basis.

For details on Related Party Transactions, you may refer Notes to financial statements forming part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees given and investments made during the year in accordance with Section 186 of the Act forms part of the notes to the financial statements provided in this Annual Report. All the loans, guarantees & securities are given, and investments are made for the Business purpose.

REPORTING OF FRAUD BY AUDITORS

There have been no instances of fraud reported by the Statutory Auditors or Internal Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Audit Committee, the Board of Directors or to the Central Government.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has established an internal control system, commensurate with the size, nature, scale and complexity of its operations. Your Company has a robust and well embedded system of internal controls. This ensures that all assets are safeguarded and protected against loss from unauthorised use or disposition and all financial transactions are authorised, recorded and reported correctly.

An extensive risk based programme of internal audits and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is also aligned to the business objectives of the Company. Comprehensive policies, guidelines and procedures are laid down for all business processes. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

Significant features of the Company’s internal control system are :

• A well-established, independent, Internal Audit team operates in line with best-in-class governance practices. It reviews and reports to the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks.

• The Audit Committee periodically reviews internal audit plans, significant audit findings and adequacy of internal controls.

• Systematic self-certification of adherence to key internal controls, as part of control self-assurance by process owners, monitors and reviewers.

• Adherence with a comprehensive information security policy and continuous upgrades of the Company’s IT systems for strengthening automated controls.

• During the financial year, the internal controls were tested and found effective, as a part of the Management’s control testing initiative.

The report on the Internal Financial Controls issued by M/s S.R. Batliboi & Co. LLR Chartered Accountant, the Statutory Auditors of the Company is annexed to the Audit Report on the financial statements of the Company and does not contain any reportable weakness of the Company.

The Internal Auditors of your Company have direct access to the Audit Committee of the Board. Furthermore, the Internal Auditors are also responsible for following up the corrective actions to ensure that satisfactory controls are maintained.

Accordingly, the Board, with the concurrence of the Audit Committee and the Auditors is of the opinion that the Company’s Internal Financial Controls were adequate and operating effectively for the financial year ended 31 March 2024.

RISK MANAGEMENT POLICY / FRAMEWORK

Your Company has devised risk management procedures and techniques after taking into consideration external as well as internal threats to devise efficient strategies for mitigating a diverse set of risks. Risk identification, analysis, mitigation and monitoring is undertaken periodically by the Management Team and is overseen by the Risk Management Committee.

The Risk Management Committee of the Board continues to guide the Management Team in operating a comprehensive risk management framework. At present the Risk Management Committee comprises of following members : 1. Ms. Sudha Rillai, Chairperson

2. Mr. Jasbir Singh, Member

3. Mr. Daljit Singh, Member

The details of the Risk Management Committee as at 31 March 2024 along with its charter are set out in the Corporate Governance Report, forming part of this report. The Company has in place a Risk Management Policy, this Policy is framed in compliance with the provisions of the Act read along with the applicable rules thereto and Regulation 21 of SEBI LODR Regulations. Risk Management is an integral part of your Company’s business strategy. Business Risk Evaluation and Management is an ongoing process within the Company. The same is available on the website of the Company and can be accessed at: https://www. ambergroupindia.com/wp-content/uploads/2023/05/ Risk-Management-Rolicy.pdf.

The Risk Management Committee identifies, evaluates and assesses the risks, understands the exposure of risks and accordingly prepares and oversees execution of appropriate risk mitigation plan. It has identified Risk Management Units within the Company, the risk profiles of which are constantly monitored and the severity of risk is tracked on regular basis.

The Risk Management Committee maintains comprehensive risk management systems to ensure that the effectiveness of the mitigation action plan gets assessed independently. The effectiveness of system assessed and reviewed by the Risk Management Committee on need basis and annually. In addition to developing a robust Business Continuity Plan, your Company also focused on some of the other key risk areas as well and developed mitigation plans. Some of those risks were;- Financial Risks, Manufacturing / Production Risks , R & D Risks, Marketing Risks, Deliverables risks, HR Risks, System Risks, Legal Risks, Business Operational Risks. Your company is already developing plans to manage and mitigate the risks well.

Also, to address IT related concerns like cyber threats and data vulnerability, your Company has a robust IT system and firewalls to mitigate any threats and risks. The Company takes the below mentioned steps to ensure the privacy and data security of users :

a) Using firewalls on the network.

b) Antivirus is installed on each system to protect from viruses, anti-malware, adware, worms and Trojans.

c) Strong password policy.

d) Automatic backup is scheduled for critical users.

e) Educating users by sending Information like Security Policy of the Company and email awareness mail periodically.

f) External drives are blocked.

The Risk Management Committee and the Board has identified some elements of risks, which, according to them are crucial to the Company. Details of these elements of risks have been covered in the Management Discussion and Analysis, which form part of this Annual Report and in Note 53 of the standalone financial statements.

The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Note 53 of the standalone financial statements also explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

Your Company remains committed to protecting the interests of its customers, investors, shareholders, employees and each person or entity with whom it is associated.

In the opinion of the Board, there are no risks that may threaten the existence of your Company.

CORPORATE SOCIAL RESPONSIBILITY AND RELATED MATTERS

Your Company believes in a good corporate citizenship and a value system that mandates sustainability at every level of our value chain and in every aspect of business. As a responsible organisation, we believe goals of CSR initiatives are to safeguard the environment, promote socio-economic progress, and preserve the natural world. Your Company engages in many important activities with an aim of preserving and enhancing the condition of environmental resources impacted by human activity. Our good community relations support us to build goodwill and trust among our stakeholders. Thus, enabling us to continue our growth journey and contribute to the wellbeing of the community. Your Company’s CSR initiatives exhibit Company’s commitment in creating empowered citizens and enhancing the lives of those in need, leading to a more safe and sustainable future.

UPDATE ON CSR PROGRAM - FINANCIAL YEAR 2023-24

Your Company has an ongoing vibrant CSR program, of which some of the notable ongoing investments is promoting education, preventing & promoting health care woman empowerment programs, promoting and providing education and skill development for livelihood of youths of our country, which supports the underprivileged, socially and economically disadvantaged communities, promoting preventive health care and Disaster Management or emergency.

Your Company has a duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of your Company. The composition of CSR committee is as stated

in the "Committees of the Board" section of "Corporate Governance Report".

The Board of Directors have adopted a CSR policy which is in line with the provisions of the Act. The CSR Policy of your Company lays down the philosophy and approach of your Company towards its CSR commitment. The policy can be accessed at the website of the Company i.e. https://www. ambergroupindia.com/wp-content/uploads/2023/05/ Corporate-Social-Responsibility-Policy.pdf During the financial year 2023 - 24, on recommendation of CSR Committee Members, the Board approved the CSR Budget amounting of ' 139.93 Lakh which amounts to 2% of the average net profits of previous three financial years. A total amount of ' 338.77 Lakh have been spent against the CSR budget in the financial year 2023 - 2024.

The annual report on our CSR projects/activities is annexed as "Annexure - E" forming part of this report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace. The said policy is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The policy aims at prevention of harassment of all women employees lays down the guidelines for identification, reporting and prevention of sexual harassment. Your Company has complied with the provisions relating to the constitution of the lnternal Complaints Committee ("ICC") and the same has been duly constituted in compliance with the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The said Committee is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

a. No. of complaints received: 0

b. No. of complaints disposed of: NA

c. No. of complaints pending: 0

During the financial year under review your Company has also devised a 'PoSH Awareness Module’ which ensures that we follow the Law. Further, the module ensures that all Employees are sensitised and there is awareness with respect to their rights and obligations in accordance with the Law. The module through its engaging delivery style decodes the Law and legal jargon for a layperson and takes the user through common scenarios, educating them about the do’s and don’ts and the appropriate conduct at a workplace.

The Company has conducted online training courses on WorkSafe Plus on the Rainmaker Web Portal and organised other sexual harassment training programmes, from time to time, for its employees and staff. The said training programmes and workshops were helpful in creating necessary awareness and to encourage cooperative environment in the organisation.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated the Vigil Mechanism/ Whistle Blower Policy for the Directors and Employees of the Company which provides a robust framework for dealing with genuine concerns, grievances and reporting serious and genuine unethical behavior, actual or suspected fraud and violation of the Company’s code of conduct or ethics policy. It also provides adequate safeguards against victimisation of persons, who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee.

The main objective of this policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company which have a negative bearing on the organisation either financially or otherwise.

During the financial year 2023- 24, no personnel of the Company have been denied access to the Audit Committee for reporting concerns, if any.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the Company’s website and can be accessed at the Web-link: https://www. ambergroupindia.com/whistle-blower-policy/

The Company has also adopted a Code of Conduct for Directors and Senior Managerial Personnel which is available on the website of the Company under the weblink: https://www.ambergroupindia.com/code-of-conduct-for-directors-and-senior-management-personnel/

The Company has also devised and adopted an ethics policy which covers all associates including but not limited

to directors, KMPs, employees, agents, representatives, vendors, contractors and business partners of the Company including any Group Companies or any other persons/individuals, who may be acting on behalf of the Company. The policy ensures highest ethical standards and business practices and zero-tolerance toward unethical conduct. This policy aids in monitoring and investigating instances of alleged corruption and subsequent actions against any individual(s) involved in corruption. The policy is available on the website of the Company under the web link: https://www.ambergroupindia.com/wp-content/

uploads/2023/05/l.-Ehics-policy.pdf The Company has also devised and adopted the Anti-Bribery and Anti-Corruption policy which emphasises on Amber’s zero tolerance approach to bribery and corruption. It guides us to act professionally, fairly and with utmost integrity. The policy is available on the website of the Company under the web link: https://www.ambergroupindia.com/wp-content/ uploads/2023/05/9.-Anti-bribery-and-Anti-corruption-policy.pdf

This policy provides an additional channel to the normal management hierarchy for employees to raise concerns about any breach of the Company’s Values or instances of violations of the Company’s Code of Conduct. Therefore, it is in line with the Company’s commitment to open communication and to highlight any such matters which may not be getting addressed in a proper manner.

During the financial year under review, no complaint under the Whistle Blower Policy was received.

INSIDER TRADING CODE

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ('the PIT Regulations’) on prevention of insider trading, your Company has revised its Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons in line with the recent amendments brought by SEBI in the PIT Regulations.

The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of noncompliances.

Your Company also has a code of practices and procedures of fair disclosures of unpublished price sensitive information including a policy for determination of legitimate purposes along with the Institutional Mechanism for prevention of insider trading and Policy and procedures for inquiry in case of leak of unpublished price sensitive information or suspected leak of unpublished price sensitive information.

Further, your Company has put in place adequate and effective system of internal controls and standard processes have been set to ensure compliance with the requirements given in these regulations to prevent insider trading.

The Company has also in place a robust system viz. "Structural Digital Database" consisting of the relevant details of the Designated person(s) and Connected person(s) for keeping a tab on the information flow and internal and external communications with respect to unpublished price sensitive information of the Company.

DISCLOSURE WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT:

Your Company does not have any securities in the demat suspense account/unclaimed suspense account.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated in SEBI LODR Regulations forms an integral part of this report and gives details of the overall industry structure, economic developments, financial and operational performance and state of affairs of your Company’s business and other material developments during the financial year under review.

KEY FINANCIAL RATIOS

The Key financial ratios for the financial year ended 31 March 2024 forms part of the Management Discussion and Analysis Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Your Company’s business responsibility ingrains the spectrum of nine principles of National Voluntary Guidelines issued by the Ministry of Corporate Affairs, Government of India, along with their key elements. This is enabled by a suite of frameworks, governance, social objectives, policies, code of conduct and management systems integrated with the business process.

In terms of SEBI LODR Regulations, a separate section on "Business Responsibility & Sustainability Report ('BRSR’)" forms part of this Annual Report and is given in "Annexure - F". The Report provides a detailed overview of initiatives taken by your Company from Environmental, Social and Governance perspectives.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE ("ESG")

As a responsible corporate citizen, the Company is acutely aware of its environmental and societal responsibilities. The Company firmly embraces the conviction that the integration and adherence to Environmental, Social, and

Governance (ESG) principles within business operations are paramount in fostering resilience, nurturing an inclusive culture, and generating enduring value for all stakeholders. Sustainability lies at the core of business philosophy.

The Company’s sustainability strategy comprehensively addresses key ESG factors that exert significant influence over our business operations and stakeholders. The Company meticulously assesses opportunities and risks, formulating both short-term, medium term and longterm strategies to ensure the sustainable growth of our organization.

As a responsible corporate your Company is releasing its Annual Report encompassing ESG (Environment, Social and Governance) aspects. Long-term strategy has been formulated with the objective of making your Company one of the leaders in ESG and target to establish a resilient business ecosystem.

CORPORATE GOVERNANCE

Your Company believes that executing strategy effectively and generating shareholder value over the long term requires high standards of corporate governance. To ensure good corporate governance, your Company ensures that its governance framework incorporates the amendments introduced in the SEBI LODR Regulations from time to time and the same are complied with on or before the effective date.

The Board has also evolved and adopted a Code of Conduct based on the principles of good Corporate Governance and best management practices that are followed globally. The Code is available on your Company’s website, www. ambergroupindia.com and can be viewed at the following web link: https://www.ambergroupindia.com/code-

of-conduct-for-directors-and-senior-management-personnel/

In terms of SEBI LODR Regulations, a separate section on "Corporate Governance" with a compliance report on corporate governance and a certificate from M/s. Amit Chaturvedi & Associates, a firm of Company Secretaries, Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance, has been provided in this Annual Report and are annexed as "Annexure G" and "Annexure -H".

A certificate of the Executive Chairman and Chief Executive Officer and CFO of the Company in terms of SEBI LODR Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

LISTING ON STOCK EXCHANGES

The equity shares of your Company are presently listed on BSE Ltd. ("BSE") and the National Stock Exchange of India Ltd. ("NSE").

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

As of 31 March 2024, your Company employed 1,646 fulltime employees. Your Company believes that its employees are its core strength and accordingly development of people and providing a 'best-in-class' work environment is a key priority for the Organisation to drive business objectives and goals. Robust HR policies are in place which enables building a stronger performance culture and at the same time developing current and future leader.

To foster a caring community, the Company recognises that having good staff relations and a motivated workforce plays a vital role in the Company’s efficient operations. Your Company has always promoted employees (including workers) to actively participate in various engagement activities which the Comapny organises every month.

The Human Resource Department creates a yearly engagement calendar and monitors it on monthly basis. Last year your Company organised various engagement activities for its employees. Some of the employee engagement activities are showcased below:

• Republic Day celebration

• Independence Day celebration

• Makar Sankranti celebration

• Holi celebration

• Zumba activity

• Team Building exercise

• Festival celebrations

• Monthly Birthday celebration

• Women’s Day celebration

• World Environment Day celebration

• Yoga Day celebration

• Christmas celebration

• Off Site meet

WELFARE ARRANGEMENTS FOR EMPLOYEES

From time to time your Company has been organising Health, Eye, Dental and Dietician camps for its employees to inculcate the importance of health in every day’s life and your Company has also ensured that every employee/ worker should have Mediclaim coverage. All these camps have been organised free of cost for its employees.

The organisation has also organised various webinars on mental wellbeing, dhyan session, financial planning and breast cancer awareness.

CREATING A NEW PERFORMANCE CULTURE AND MEASURES TAKEN TO MOTIVATE EMPLOYEES:

Performance for the Company is the sum total of value creation within the Organisation. The leadership focus is such that performance is measured on a continuous basis and performance culture is driven to make every month a successful month. The significant overall improvement in the performance of the Company during the last two years is a testimony to the leadership and management focus on this performance driven culture which has resulted in highly engaged and motivated teams.

A new initiative viz. 'Amber buddy’ has been taken for appreciating and supporting the team members and new joiners.

Your Company is aiming to become more inclusive and therefore the promotion of gender diversity has been one of the key features of our talent strategy. From setting a specific target to improve women’s participation in the workforce for the next three years to implementing programs and policies that improve worker diversity,

TAKING EMPLOYEE ENGAGEMENT TO NEXT LEVEL

Your Company has a rich legacy of nurturing and promoting talent from within the organization thereby creating a healthy and vibrant work culture across the Company. "Leadership through Innovation" is one such engagement forum which engages employees at a national level competition across all locations to showcase their innovative ideas and skills. This platform challenges employees to question status-quo at the work place and to take a leap of faith towards our journey of innovation.

Several cultural and social programmes are organised within the Company to recognise and promote talent which goes a long way in fostering camaraderie among employees and promotes a sense of belonging in the organization.

The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment.

The management believes that the competent and committed human resources are vitally important to attain success in the organisation. In line with this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skill-set and

behavior. Annual sports, cricket matches and games were conducted across the organisation to enhance the competitive spirit and encourage bonding teamwork among the employees.

The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review.

INDUSTRIAL RELATIONS

The Company enjoyed harmonious industrial relations during the financial year under review. The robust employee relation practices, a collaborative approach to working and vibrant work culture has created a win-win situation for both employees and the Organisation. This caring spirit has gone a long way in maintaining a harmonious environment across all business units of the Company.

INVESTOR RELATIONS

Your Company continuously strives for excellence in its Investor Relations ("IR") engagement with International and domestic investors through structured conferencecalls and periodic investor/analyst interactions like individual meetings, participation in investor conferences, quarterly earnings calls and annual analyst meet with the Executive Chairman & Chief Executive Officer and Whole Time Director, Managing Director, Executive Directors and Business Divisional Heads. Your Company interacted with various Indian and overseas investors and analysts (excluding quarterly earnings calls and specific event related calls). Your Company always believes in leading from the front with emerging best practices in IR and building a relationship of mutual understanding with investor/analysts.

Your Company ensures that critical information about the Company is available to all the investors by uploading all such information at the Company’s website i.e. www. ambergroupindia.com.

ANNUAL RETURN

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return of the financial year 2023 - 24 is available under the 'Investors Relations’ section of the Company’s website, www.ambergroupindia.com and can be viewed at the following link: http://ambergroupindia.com/agm-annual-reports-results.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

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

The information as required under Section 134(3)(m) of th< Act read with Rule 8 of Companies (Accounts) Rules, 2014 is appended hereto as "Annexure - I" and forms part of thi: Report.

STATUTORY DISCLOSURE

Your Directors state that during the financial year unde review, since there were no transactions/events with respec to the items as mentioned herein below no disclosure o reporting is required in respect of the same:

1. Issue of equity shares with differential rights as t( dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) t( employees of your Company under any scheme, sav< and except ESOS referred to in this report.

3. Buy-back of shares or under Section 67(3) of the Act.

4. No significant or material orders were passed by th< Regulators or Courts or Tribunals which impact th< going concern status and Company’s operations i future.

5. No application was filed for Corporate insolvency resolution process under "The Insolvency ant Bankruptcy Code, 2016", by a Financial or operationa creditor or by your Company itself during the perio under review.

6. No instance of onetime settlement with any Bank o Financial Institution.

7. No disclosure is required under Section 67(3)(C) of th< Act, in respect of voting rights not exercised directly by the employees of the Company as the provisions of th< said Section are not applicable.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms o Section 134(3)(c) and Section 134(5) of the Act, which is tt the best of their knowledge and belief and according to th< information and explanations obtained by them :

(a) in the preparation of the annual accounts for th< financial year ended 31 March 2024, the applicabl accounting standards have been followed along wit! proper explanation relating to material departures;

(b) the Directors have selected such accounting policie and applied them consistently and made judgment: and estimates that are reasonable and prudent so a to give a true and fair view of the state of affairs of th<

Company at the end of the financial year and of the profit and 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 Act, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts for the financial year ended 31 March 2024, on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the Comapny and that such internal financial controls are adequate and were operating effectively;

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

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report i.e. between 01 April 2024 to 3 July 2024, except those included in this report.

GREEN INITIATIVE

Your Company has implemented the "Green Initiative" to enable electronic delivery of notice/documents/annual reports to shareholders. Electronic copies of the Annual Report for the financial year 2023-24 and notice of the 34th Annual General Meeting are being sent to all members whose e-mail addresses are registered with the Company/ Depository Participant(s) as on the record date i.e. 12 July 2024 (Friday). For members, who have not registered their e-mail addresses are requested to update you e-mail ids with your respective Depository Participants in order to contribute to aforesaid Green Initiative Programme. Pursuant to the provisions of Section 108 of the Act and rules made thereunder, your Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of 34th Annual General Meeting beginning from 09:00 A.M. (1ST) on Tuesday, 6 August 2024 to 05:00 PM. (1ST) on Thursday, 8 August 2024 [both days inclusive] The instructions for e-voting are provided in the Notice of the Annual General Meeting. In furtherance of the aforesaid principle of "Green Initiative", your Company has decided to forego the practice

of printing financial statements of its subsidiary as part of the Company’s Annual Report with a view to help the environment by reducing paper consumption. However, the audited financial statements of the subsidiary(ies) along with Auditors’ Report thereon are available on our website www.ambergroupindia.com.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY EMPLOYEES

No disclosure is required under Section 67(3) of the Act, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

CAUTIONARY STATEMENT

The Board’s Report and Management Discussion & Analysis may contain certain statements describing the Company’s objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

The Company is not obliged to update any such forward looking statements. Some important factors that could influence the Company’s operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

AWARDS AND RECOGNITION

During the financial year, following AC division sites were recognised by Confederation of Indian Industry ("CM") for productivity improvement through leveraging low-cost digitalisation under the manufacturing sector category.

ACKNOWLEDGEMENT

Your Company’s organizational culture is embedded and engrossed with professionalism, integrity and continuous improvement across all its functions.

The Board of Directors place on record, their sincere thanks to the shareholders and investors of the Company for the trust reposed in the Company over the past several years. Their involvements are greatly valued. The Directors look forward to your continuing support.

Your Directors would also like to express their appreciation for the assistance, guidance and co-operation provided by various government authorities, the banks/financial

institutions, business associates, stock exchanges and other stakeholders such as members, customers, suppliers, and ancillary undertakings for their co-operation and assistance.

The Company’s executives, staff and workers are instrumental in the Company scaling new heights year after year, and their commitment and contribution is deeply acknowledged. Shareholders’ involvements are greatly valued. The Directors look forward to your continuing support.

The Board would like to reiterate its commitment to continue to build the organisation into a truly world-class enterprise in all aspects.

For and on behalf of Board of Directors Amber Enterprises India Limited

Sd/- Sd/-

(Jasbir Singh) (Daljit Singh)

Executive Chairman & Chief Executive officer and Managing Director

Whole Time Director

Place : Gurugram DIN:- 00259632 DIN:- 02023964

Date : 3 July 2024 514A, The Camellias, DLF Golf Links, Golf Course 829A, The Camellias, DLF Golf Links, Golf Course

Road, Gurgaon, Haryana- 122001 Road, Gurgaon, Haryana- 122001

1

Became step down subsidiary w.e.f 2 February 2024

# Became step down subsidiary w.e.f 15 March 2024

$ Became joint venture of ILJIN w.e.f 26 December 2023 & Became joint venture of Sidwal w.e.f 13 February 2024

2

Became joint venture of Amber w.e.f 4 May 2024 The financial statements of subsidiary companies are available on the website of the Company viz https://www. ambergroupindia.com/agm-annual-reports-results/. The Company shall make available the financial statements of these subsidiaries to any member of the Company who may be interested in obtaining the same. The consolidated financial statements prepared in accordance with applicable accounting standards and presented by the Company in this annual report includes the financial statements of its subsidiary companies.

WHOLLY OWNED SUBSIDIARIES PICL (India) Private Limited ("PICL")

PICL is a wholly owned subsidiary of your Company. It was incorporated as a Private Limited Company on 13 September 1994 and it was acquired by the Company in the year 2012.