During the year under review, the sales and other income increased from Rs. 13667.79 (in Lakhs) to Rs. 19392.75 (in lakhs) as compared to previous financial year. The Net Loss after tax stood at Rs. (92.08) (in lakhs) as against profit of Rs. 300.41 (in lakhs) in the previous financial year.

During the year under review, the sales and other income increased from Rs. 13,667.81 (in lakhs) to Rs. 19,392.76 (in lakhs) as compared to previous financial year. The Net Loss after tax

stood at Rs. (85.47) (in lakhs) as against profit of Rs. 304.43 (in lakhs) in the previous financial year

The Authorized Share Capital of the Company is Rs. 20,00,00,000/ (Rupees Twenty Crores) divided into 1,30,00,000 (One Crore Thirty Lakhs) Equity shares of Rs. 10/ (Rupees ten only) each and 70,00,000 (Seventy Lakhs) Preference Shares of Rs. 10/ (Rupee ten only).

The Paid up Share Capital as at the start of the financial year stood at Rs. 13,34,90,590/ (Rupees Thirteen Crores Thirty Four Lakhs Ninety Thousand Five Hundred and Ninety) divided into 76,58,659 (Seventy Six lakh FiftyEight Thousand Six hundred and FiftyNine Lakhs) Equity shares of Rs. 10/ (Rupees ten only) each and 56,90,400 (FiftySix Lakhs Ninety Thousands and Four Hundred) Preference Shares of Rs. 10/ (Rupee ten only).

During the year under review, the company has issued and allotted 12,60,000 (Twelve Lakh and Sixty Thousand) Convertible Share Warrants (hereinafter referred to as "warrants") carrying an entitlement to subscribe to an equivalent number of Equity Shares having Face value of Rs. 10/ (Rupees Ten Only) each at the price of Rs. 90/ per share.

During the year under review, the company has made allotment of 6,00,000 (Six Lakh Only) Equity Shares with respect to exercise of convertible Share Warrants on 16^th November, 2024.

The Company confirms that the annual listing fee to NSE Limited for the financial year 202425 & 202526 has been paid.

During the year under review, the company has applied for change of name of the company from "Ambani Organics Limited" to "Ambani Orgochem Limited" with the Registrar of Companies ("ROC"). Pursuant to the approval of the ROC dated June 22, 2024, the name of the Company has been changed to "Ambani Orgochem Limited".

In order to preserve funds for future business endeavors, your directors do not recommend any dividend on equity shares. However, the company has provided dividend on preference shares amounting to Rs. 68.28 (In Lakhs)

Your Company did not raise any public deposit during the year. Further the company has complied with the annual filing as required under rule 16 and 16A of the Companies (Acceptance of Deposits) Rules, 2014 for the financial year ended March 31, 2025.

There is no significant change made in the nature of the company during the financial year.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS 1 and SS 2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

During the year under review, your Company enjoyed cordial relationship with the workers and employees at all levels.

The Company has two Subsidiary Companies i.e. Omega Woven Mills Private Limited and Om Maruti Glasswool & Wirenetting Products Private Limited. The Company does not have any Joint Venture and Associate Company. However, no company has ceased to be subsidiary company during the year under review.

The total revenue of Om Maruti Glasswool & Wirenetting Products Private Limited stood at Rs. 6.01 (in lakhs) [Previous year Rs. 6.01 (in lakhs)] and Net Profit for the year stood at Rs. 3.47 (in lakhs) [Previous year Net Profit Rs. 1.86 (in lakhs)].

The total revenue Omega Woven Mills Private Limited stood at Rs. 6.00 (in lakhs) [Previous year Rs. 6.00 (in lakhs)] and Net Profit for the year stood at Rs. 3.18 (in lakhs) [Previous year Net Profit Rs. 2.18 (in lakhs)]

The details of the same are given in Form AOC1 as "Annexure A" forming part of Annual Report. The details of the Policy on determining Material Subsidiary of the Company is available on Company's website.

Your Company has a welldefined risk management framework in place. The risk management framework works at various levels across the enterprise. These levels form the strategic defense cover of the Company's risk management. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Company on various activities also puts necessary internal control systems in place to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Particulars of contract or arrangements with related parties are annexed herewith in Form AOC 2 as "Annexure B".

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Company's website.

There were no significant and material orders passed by any Regulators or Court or Tribunal which would impact the going concern status of the Company and its future operations.

The details relating to loans or guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 during the Financial Year forms part of the Financial Statement.

During the FY 2324, the company had issued 41,26,000 warrants at an issue price of Rs. 80 each, against which the company received Rs. 8.25 crores as 25% upfront money in the said year. As per the terms of the issue, these warrants were due for conversion within 18 months from the date of issue of such warrants. During the FY 2324, out of the total warrants issued, the company received full consideration for 6,26,000 warrants and the same were converted to Equity shares in that year. In FY 2425, the company further received full consideration towards 6 Lakh warrants and the same has converted into equity shares during the year. However, for the balance 29,00,000 warrants, the subscribers did not pay the balance 75% amount and hence the company forfieted an amount of Rs. 5.80 Crores which was the application money pending for allotment and the said amount was transferred to General Reserves during FY 202425.

During the period under review, there has been following appointment/reappointment of the directors of the company:

a. Mr. Bhavin Patel (DIN: 10482169) was appointed as an Additional NonExecutive Director of the company with effect from February 20, 2024. Further, his appointment was regularized by the members of the company and was appointed as NonExecutive Director of the company with effect from April 30, 2024.

b. Mr. Neerajkumar Amarjeet Pandey (DIN: 10495819) was appointed as an Additional NonExecutive Director of the company with effect from February 20, 2024. Further, his appointment was regularized by the members of the company and was appointed as NonExecutive Director of the company with effect from April 30, 2024.

There has been resignation of the below mentioned directors of the company after the closure of the financial year:

a. Mr. Sharad P Kothari (DIN: 08029922), has tendered his resignation from the post of NonExecutive Director of the Company with effect from 15th July, 2024.

b. Mr. Dilipkumar Vikamchand Mehta (DIN: 08122334) has tendered his resignation from the post of NonExecutive Director of the Company with effect from 23rd July, 2024.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Neerajkumar Amarjeet Pandey (DIN: 10495819), NonExecutive Director of the company is liable to retire by rotation in the 39th Annual General Meeting and being eligible, he offers himself for reappointment.

Pursuant to the Section 2(51) and provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel (KMP) of the Company as on 31st March, 2025 are as follows:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with rules framed thereunder and SEBI (LODR) Regulation.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

In terms of regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence as mentioned under regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

v. Annual Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of Sections 134, 178 and Schedule IV of the Companies Act, 2013. Evaluation was done after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, performance of specific duties, independence, ethics and values, attendance and contribution at meetings etc.

The performance of the Independent Directors was evaluated individually by the Board after seeking inputs from all the directors on the effectiveness and contribution of the Independent Directors.

The performance of the Committees was evaluated by the Board after seeking comments from the Committee members based on the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board reviewed the performance of the individual Directors on the basis of the contribution of the individual Director during Board and Committee meetings.

In a separate meeting of Independent Directors, performance of NonIndependent Directors, and the performance of the Chairman was evaluated, taking into account the views of executive directors and nonexecutive directors. The Independent Directors also assessed the quality, frequency and timeliness of flow of information between the Board and the management that is necessary for effective performance

vi. Familiarization Programme for Independent Director:

The Company, from time to time organize the Familiarization Program for its Independent Directors. The objective of the familiarization program is to familiarize Company's Independent Directors interalia on the following:

a) Nature of the Industry in which the Company operates;

b) Business environment and operational model of various business divisions of the Company;

c) Roles, Rights and Responsibilities of Directors;

d) Important changes in the Regulatory framework having impact on the Company;

In addition, the Company also undertakes initiatives to update the Independent Directors about:

a) Ongoing events and developments relating to the Company and significant changes in the Regulatory environment by way of presentations.

b) Operations and financial performance of the Company.

None of the Directors on the Board of the Company for the Financial Year ending on March 31, 2024 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

The Board met 7 (Seven) times during the financial year 202425 on 03/06/2024, 24/07/2024, 05/09/2024, 14/11/2024, 12/12/2024, 20/02/2025 and 19/03/2025 the intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI Listing Regulations, 2015, the independent directors held their separate meeting on 20th February 2025, without the attendance of nonindependent directors and members of Management, inter alia, to discuss the following:

i) Review the performance of nonindependent directors and the Board as a whole;

ii) Review the performance of the Chairperson of the Company, taking into account the views of executive directors and nonexecutive directors;

iii) Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties; and

All Independent Directors were present at the meeting, deliberated on the above and expressed their satisfaction on each of the matters.

There are currently three committees of the Board which are as follows:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholder's Relationship Committee

D. Allotment Committee

The Composition of the committees and relative compliances, are in line with the applicable provisions of the Companies Act, 2013 read with Rules and Listing Regulations. Details of term of reference of the Committees, Committees Membership and attendance at Meetings of the Committees are provided as follows:

The Composition and quorum of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013. All members of the Audit Committee possess financial/accounting expertise/exposure.

The Audit committee met four (4) times during the financial year 202425. The Committee met on 03/06/2024, 05/09/2024, 14/11/2024 and 20/02/2025. The Necessary quorum was present for all Meetings. The table below provides composition and attendance of the Audit Committee.

The primary objective of the Committee is to monitor and provide an effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting and its Compliances with the legal and regulatory requirements. The committee oversees the work carried out in the financial reporting process by the Management and the Statutory Auditors and, note the process and safeguards employed by each of them.

The term of reference, role, powers, rights, authority and obligations of the Audit Committee are in conformity with the applicable provisions of the Companies Act, 2013 and Listing

Obligation Requirements (including any statutory modification(s) or re enactment or amendment thereof.

The Shareholders/Investors Grievance Committee as Stakeholders Relationship Committee is constituted in accordance with the provisions of the Companies Act, 2013.

The Stakeholders Relationship Committee met one (1) time during the financial year 202425. The Committee met on 20/02/2025. The necessary quorum was present for the Meeting. The table below provides composition and attendance of the Stakeholders Relationship Committee.

The board has constituted the Allotment Committee during the financial year 202425 for the purpose of the issue and allotment of securities of the company.

The committee met 2 (two) times during the year under review. The Committee met on 16/11/2024 and 20/02/2025. The necessary quorum as decided by the board while constituting the committee was present for the Meeting. The table below provides composition and attendance of the Allotment Committee.

During the year, 38^th Annual General Meeting of the Company was held on 30^th September, 2024 through Video Conferencing (VC)/Other Audio Visual Means (OVAM) commenced at 4.00 p.m.

The company also had extra ordinary general meeting during the year under review, the meeting was held on April 30, 2024 & January 09, 2025 at Registered Office of the Company situated at N 44 MIDC Tarapur, Boisar Thane 401 506.

During the financial year 202324, a major fire incident that took place at one of our manufacturing plants located at D3 167, 168 & D3 169, Dahej Industrial Area, Dist Bharuch Gujarat 392 165 on February 10, 2024.

Production operation at the said plant was suspended temporarily for a certain period. Operations at other manufacturing plant were operating normally without any likely impact.

However, our company has resumed the commercial productions at our manufacturing plant located at D3 167, 168 & D3 169, Dahej Industrial Area, Dist Bharuch Gujarat 392 165 w.e.f. February 15, 2025 and the Company has received an amount of Rs. 20,48,63,586/ (Rupees Twenty Crores FortyEight Lakhs SixtyThree Thousand Five Hundred and EightySix) on 26/03/2025 from The New India Assurance Company Limited towards the Fire Insurance Claim for Loss of Asset. However, the Insurance Claim for the Loss of Profit is still awaited from the Insurance Company.

Expenditure in Foreign Currency Rs. 26.24 (in lakhs) Earnings in Foreign Exchange Rs. 7644.41 (in lakhs)

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of the Section 134(3) (c) of the Companies Act, 2013.

(i) That in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Financial Statements as "Significant Accounting Policies" have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken 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;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) Those proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

All share transfer, dematerialization and related work is managed by Link Intime India Pvt. Ltd, C101, 247 Park, 1st Floor, L.B.S Marg, Vikhroli (West), Mumbai 400 083. Shareholders are requested to send all share transfer requests, demat/remat requests, correspondence relating to shares i.e. change of address, Power of Attorney, etc. to the registrar and transfer agents.

As stipulated by Securities and Exchange Board of India (SEBI), M/ s. Mayank Arora & Co., Practicing Company Secretaries carried out the Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and shares held physically as per the register of members and the total issued and listed capital.

During the year under review, there were no applications made or proceedings pending in the name of the company under Insolvency and Bankruptcy Code, 2016.

During the year under review, there has been no onetime settlement of Loans taken from Banks and Financial Institutions.

C101, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai 400083.

Pursuant to the provisions of section 139 of the Companies Act, 2013 read with rules made thereunder, Shambhu Gupta & Co., Chartered Accountants, having Firm Registration No. 007234C, Chartered Accountants have been appointed as the statutory auditors of the company to hold the office till the conclusion of the Annual General Meeting of the company to be held in the financial year 202627 in accordance with the provisions of section 141 of Companies Act, 2013.

The provision of Section 138 of the Companies Act, 2013 is applicable to company and company has appointed M/s. Hardik Vora & Associates, to carry out internal Audit for the financial year 202425 based on the recommendation of the Audit Committee.

Pursuant to provision of section 204 of The Companies Act, 2013 and rules made thereunder, M/s. Nidhi Bajaj & Associates, Company Secretaries has been appointed as Secretarial Auditor of the company for the Financial Year 202425 at the meeting of Board of Directors held on 05th September, 2025. A Secretarial Auditor Report in Form MR3 given by M/s. Nidhi Bajaj & Associates for the Financial Year ended on 31st March, 2025 has been provided in "Annexure C" which forms parts of this Director's Report.

The provisions of Section 148(1) of the Companies Act, 2013 is applicable to the company and thus the company has appointed Rampurawala Mohammed A & Co, Cost Accountants to carry out the cost audit for the financial year 202425.

There were no qualifications, reservations or adverse remarks made by the Auditor in his report made for the financial year under review. The financial statements of the Company for the financial year 202425 is unmodified & selfexplanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013, the declaration of unmodified opinion as required under the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 has been provided by the company to the stock exchange.

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report made for the financial year under review.

There were no frauds which are reported to have been committed by employees or officers of the Company. The statutory auditors of the Company have vide their report of even date

confirmed that no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 read Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as AnnexureD. The provisions of Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the company as none of the employees was in receipt of remuneration in excess of the limit prescribed in the said rule during the financial year 202425.

The provisions of section 135 of the Companies Act, 2013 is not applicable to the company since the company have not exceeded the limit as specified under the said section, therefore company has not made any expenditure towards corporate social responsibility and is not required to constitute a Corporate Social Responsibility Committee.

Your Company has formulated a Whistle Blower Policy / Vigil Mechanism, which provides a formal mechanism for all employees and the Directors of the Company to report about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or an event he becomes aware of that could have a detrimental effect on the business or reputation of the Company and provides reassurance that they will be protected from reprisals or victimization for whistle blowing. The Policy has been posted on the Company's website. No person was denied access to the Chairperson of the Audit Committee to report any concern. The said Whistle Blower Policy has been disseminated on the Company's website.

The Company is committed to uphold and maintain the dignity of women employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and Redressal of such complaints. The Company has not received any complaint of sexual harassment at workplace during the year.

The below table provides details of complaints received/disposed during the financial year 20242025:

Since the Company's Securities are listed on SME Emerge platform of National stock Exchange of India Limited, by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the company. Hence corporate Governance does not form part of this Board's Report.

The Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 forms part of this report.

The Board of Directors has adopted the Inside Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Inside Trading Policy of the company lays down guidelines and procedure to be followed, and disclosure to be made while dealing with shares of the company as well as consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in the Company's shares.

The Company had in place a "Code of Conduct for Prevention of Insider Trading and Corporate Disclosure Practices", in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Accordingly, the Board approved and adopted:

a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; and

b. Code of Conduct to Regulate, Monitor and Report Trading by its employees and other connected persons.

The Board of Directors of the Company has laid down a Code of Conduct for all the Board Members and Senior Management personnel of the Company. The Board Members and the Senior Management personnel have confirmed compliance with the code for the financial year 202425. The requirement of declaration by chief executive officer stating the compliance with the code of conduct of is not applicable for the company listed on SME platform. Therefore, such declaration does not form part of this annual report.

The Company has obtained a compliance certificate in accordance with Regulation 17(8) of listing Regulations from Mr. Bhavesh Babulal Pandya, Chief Financial Officer and Mr. Paresh Harsukhlal Shah, Chief Executive Officer of the Company. The same forms a part of this Annual Report and is annexed as "Annexure E".

As required under Section 124 of the Act there are no unclaimed shares /dividend and interest thereon lying with the Company for a period of seven years liable to be transferred to the Investor Education and Protection Fund established by the Central Government.

Your Directors wish to place on record their sincere appreciation to the Bankers of the Company, Company's customers, vendors and investors for their continued support during the year.

The Directors also wish to place on record their appreciation for the dedication and contribution made by employees at all levels and look forward to their support in future as well.