DIRECTORS' REPORT

Your Directors take immense pleasure in presenting the 36^th Annual Report of Amber Enterprises India Limited (“Amber" /
“Company") along with the audited financial statements (Standalone and Consolidated) of the Company for the Financial Year ended
31^st March 2026. 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:

INDUSTRY OVERVIEW

The Indian air conditioning industry navigated a challenging
Financial Year 2025-26, as the demand got adversely
impacted owing to weather conditions, however, the structural
fundamentals of the market remain firmly intact.

While the industry is inherently seasonal and influenced by
weather conditions, the structural drivers including rising
temperatures, urbanisation, growing middle-class aspirations,
and India's still-low household AC penetration remain firmly in

place and continue to underpin the industry's long term growth
potential.

Against this backdrop, your Company delivered a resilient
performance, with consolidated revenues growing 22.19%
year-on-year in the Financial Year 2025-26. For a detailed
review of the Company's multi-segment performance,
including business-wise developments and key operational
achievements, please refer to the MD&A and Narrative sections
of this Annual Report.

FINANCIAL HIGHLIGHTS
STANDALONE LEVEL

During the Financial Year 2025-26, your Company clocked total
revenue from operations of ' 7,96,695.29 Lakh as compared
to ' 6,74,396.58 Lakh in the Financial Year 2024-25 at
Standalone level. The Profit After Tax (“PAT") of the Company for
the Financial Year 2025-26 was ' 14,587.15 Lakh as compared
to ' 13,531.50 Lakh in the Financial Year 2024-25.

CONSOLIDATED LEVEL

During the Financial Year 2025-26, your Company clocked
total revenue from operations of ' 12,18,647.66 Lakh,
as compared to ' 9,97,301.57 Lakh in the Financial Year

2024-25 at Consolidated level. The Profit After Tax (“PAT") for the
Financial Year 2025-26 was ' 22,645.33 Lakh as compared to
' 25,115.14 Lakh in the Financial Year 2024-25.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for
the Financial Year 2025-26 have been prepared in compliance
with the applicable provisions of the Companies Act, 2013
(hereinafter referred to as the "Act"), read with the Companies
(Accounts) Rules, 2014, Indian Accounting Standards ("Ind AS"),
and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time (hereinafter
referred to as the “SEBI LODR Regulations"). The Audited
Consolidated Financial Statements for the Financial Year ended
31^st March 2026 form part of this Annual Report.

CREDIT RATINGCREDIT RATING OF YOUR COMPANY
CRISIL Limited

During the Financial Year 2025 -26 CRISIL Limited (“CRISIL")
reaffirmed the credit ratings assigned to the Company's
bank facilities. The details of the outstanding ratings for the
Company's debt instruments/facilities, along with the rating
actions taken by CRISIL, are provided below:

During the Financial Year 2025-26, ICRA Limited ("ICRA")

has reaffirmed the credit ratings on existing bank facilities
and assigned credit ratings on the enhanced amount of bank
facilities, of the Company. The details of the outstanding ratings
for Company's debt instruments/facilities, along with the rating
actions taken by ICRA, are provided below:

Note: No new rating was assigned and no revision was made to the
rating by ICRA Limited during the Financial Year
CREDIT RATING OF MATERIAL SUBSIDIARIES
Sidwal Refrigeration Industries Private Limited ("Sidwal")
CRISIL Limited

During the Financial Year 2025 -26, CRISIL has reaffirmed the
credit ratings on the bank facilities of Sidwal. The details of the
outstanding ratings for Sidwal's debt instruments/facilities,
along with the rating actions taken by CRISIL, are provided below:

IL JIN Electronics (India) Private Limited ("IL JIN")CRISIL Limited

During the Financial Year 2025 -26, CRISIL has upgraded the
credit ratings on the bank facilities of IL JIN. The details of the
outstanding ratings for IL JIN's debt instruments/facilities, along
with the rating actions taken by CRISIL, are provided below:

During the Financial Year 2025 -26, ICRA has assigned credit
ratings on the bank facilities of IL JIN. The details of the
outstanding ratings for IL JIN's debt instruments/facilities,
along with the rating actions taken by ICRA, are provided below:

Ascent Circuits Private Limited ("Ascent")ICRA Limited

During the Financial Year 2025 -26, ICRA has assigned credit
ratings on the bank facilities of Ascent. The details of the
outstanding ratings for Ascent debt instruments/facilities,
along with the rating actions taken by ICRA, are provided below:

It is important to note that while the credit ratings remain
unchanged, the bank limits are subject to periodic revisions
based on business requirements and banking arrangements.
Material Subsidiary Status - Ascent and Sidwal

During the Financial Year 2025-26, Ascent, a step-down
subsidiary of the Company, was classified as a Material
Subsidiary in accordance with Regulation 16(1)(c) of the SEBI
LODR Regulations based on the audited financial statements
for the Financial Year 2024-25.

However, subsequent to the closure of Financial Year 2025-26
and upon review of the latest audited financial statements for
Financial Year 2025 -26, it has been observed that Ascent no
longer meets the criteria specified under Regulation 16(1)(c) of
the SEBI LODR Regulations. Accordingly, Ascent ceased to be a
Material Subsidiary.

Further, Sidwal also does not qualify as a Material Subsidiary
under the provisions of Regulation 16 and Regulation 24 of the
SEBI LODR Regulations, based on the latest audited financial
statements.

During the Financial Year 2025 - 26, there was no change in the
nature of business of the Company.

CHANGE IN SHARE CAPITAL STRUCTURE

During the Financial Year 2025 -26, there has been no change
in the Authorised Share Capital of your Company.

However, the paid-up equity share capital of the Company
underwent changes pursuant to certain corporate actions
undertaken during the Financial Year 2025-26. The details of
these changes, along with the nature of the transactions and
their impact on the Company's capital structure of the Company,
are provided below:

> Employee Stock Option Plan

Pursuant to the Amber Enterprises India Limited -
Employee Stock Option Plan 2017 (“ESOP 2017"), the
Company has granted stock options to eligible employees
of the Company and its subsidiaries, in accordance with
the provisions of the scheme.

Upon exercise of such options by the eligible employees
from time to time, the Company has allotted equity shares
as per the requests received. The details of the shares
allotted consequent to the exercise of stock options in the
Financial Year 2025 - 26 are provided below:

^ Qualified Institutions Placement ('QIP')

The Board of Directors, at its meeting held on
12^th July 2025, and the shareholders, by way of a special
resolution passed at the Annual General Meeting held on
11^th August 2025, approved the raising of funds through a
Qualified Institutions Placement (“QIP") in accordance with
the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (“SEBI ICDR Regulations").

The Issue opened on 16^th September 2025 and closed
on 22^nd September 2025. Upon closure, the Fund Raising
Committee, at its meeting held on 22^nd September 2025,
approved:

•    Closure of the Issue upon receipt of application forms
and funds from eligible Qualified Institutional Buyers

(QIBs)

•    Issue price of ' 7,950 per equity share (including a
premium of ' 7,940 per equity share)

•    Adoption of the Placement Document

•    Allocation of 12,57,861 equity shares to eligible QIBs

The issue price was determined in consultation with the Book
Running Lead Managers. Pursuant to Regulation 176(1) of
the SEBI ICDR Regulations and shareholders' approval, the
Company was permitted to offer a discount of up to 5% on the
floor price.

The Company accordingly issued and allotted 12,57,861
equity shares at ? 7,950 per equity share, aggregating to
approximately '999.99 Crore. The Preliminary Placement
Document (dated 16^th September 2025) and the Placement
Document (dated 22^nd September 2025) were duly filed with
BSE Limited ("BSE") and the National Stock Exchange of India
Ltd. ("NSE").

Share Capital

Pursuant to the allotment of shares under the QIP and ESOP,
the share capital of the Company stands increased as follows:

As on 31^st March 2026, the Authorised Share Capital of the
Company is ? 45,00,00,000 divided into 4,50,00,000 equity
shares of ? 10 each.

As on 31^st March 2026, the issued, subscribed and paid-up
share capital is ? 35,19,16,670 divided into 3,51,91,667 equity
shares of ? 10 each, all ranking pari passu. The Company has
only one class of equity shares.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The Board of Directors has not recommended any final
dividend, nor declared any interim dividend during the Financial
Year 2025-26. This decision has been made after careful
consideration of the Company's strategic priorities and long¬
term growth objectives.

During the Financial Year 2025 -26, the Company undertook
significant capital expenditure and strategic acquisitions and
collaborations aimed at expanding its operational capabilities,
enhancing its technological infrastructure, and diversifying its
product portfolio.

The Board believes that retention of earnings, to fund these
initiatives is essential to ensure financial flexibility, maintain a
strong balance sheet, and support sustainable value creation
for all stakeholders.

The Board remains committed to enhancing shareholder
value and will continue to evaluate the Company's financial
performance and capital requirements to determine the
payment of appropriate dividends in future year.

In accordance with Regulation 43A of SEBI LODR Regulations,
the Board of Directors of the Company has approved and
adopted the Dividend Distribution Policy. The Dividend, if any
shall be payable in accordance with the Dividend Distribution
Policy, which is available on the website of your Company at
https://www.ir.ambergroupindia.com/wp-content/
uploads/2025/06/Dividend-Distribution-Policy.pdf,
under the "Investor Relations" section.

There has been no change in the said policy during the Financial
Year 2025 -26.

MANUFACTURING FOOTPRINT AND CAPACITY
OPTIMIZATION, NEW PROJECTS & STRATEGIC ALLIANCES

A. MANUFACTURING FOOTPRINT AND CAPACITY
OPTIMIZATION
Total Operational Units

As on 31^st March 2026, the Company and its group entities
collectively operate 37 manufacturing facilities across India
and internationally, engaged in the manufacture of a diverse
range of products spanning the consumer durables, electronics,
railway sub-systems and defense of these, 16 facilities are
operated directly by the Company and the remaining 21 by its
subsidiaries and group entities.

New Units Commissioned during the Financial Year 2025-26

During the Financial Year 2025 - 26, the Company added 7 new
manufacturing facilities, including 3 facilities acquired through
acquisitions, while consolidating or discontinuing certain
existing facilities as part of its ongoing operational optimisation
initiatives.

Major Planned Expansions

The Company has undertaken plans for the expansion of its
manufacturing capacities and facilities to cater to anticipated
business growth and evolving customer requirements. These
expansion projects are currently under implementation and are
expected to become operational in the coming periods.

Units shifted during the Financial Year 2025-26

During the Financial Year 2025-26, the Company rationalized
its manufacturing operations by relocating certain units to
other operational facilities.

The following two units were shifted during the Financial Year:

•    Plot No. 36, Sector 31, Kasna Industrial Area, Site-IV,
Greater Noida, Uttar Pradesh - 201310.

•    Industrial Plot No. C-3, UPSIDC, Site-IV, Kasna, Greater
Noida, Gautam Buddha Nagar, Uttar Pradesh - 201310.

to Plot No. 77, Sector Ecotech-I Extension-I, Greater Noida,
Gautam Buddha Nagar, Uttar Pradesh - 201310.

Further, the Supa Unit (Fan Division) located at Plot No. A-3/4,

Supa-Parner Industrial Park, Waghunde Bk, Supa MIDC, Taluka
Parner, Ahmednagar, Maharashtra - 414301, was merged with
the Amber Supa Unit, both units being located within the same
premises.

These shifts were executed following a comprehensive review
of operational efficiency, market dynamics, and long-term
sustainability goals. All regulatory and compliance requirements
associated with the closures were duly fulfilled. The Company
remains committed to ensuring a smooth transition for all
stakeholders impacted by these changes.

B. STRATEGIC ACQUISITIONS, INVESTMENTS, CORPORATE
DEVELOPMENTS AND CAPITAL INFUSION (+pSUBSIDIARIES AND STEP-DOWN SUBSIDIARIES

During the Financial Year 2025-26, the material subsidiary
of the Company, IL JIN, undertook several significant strategic
transactions, including acquisitions, investments, and fund¬
raising activities, with a view to strengthening the Group's
electronic vertical. The details of the aforesaid transactions are
set out hereinbelow.

A.    Acquisition of Power-One Micro Systems Private
Limited (“Power-One")

Background

IL JIN, a Material Subsidiary of the Company, on 27^th June
2025, entered into Definitive Agreements with Power-
One Micro Systems Private Limited (“Power-One") and
other parties specified therein, for the acquisition of a
majority equity stake in Power-One.

About Power-One

Power-One is engaged in the manufacture and supply of
comprehensive energy solutions, including solar inverters
(on-grid, off-grid and hybrid), uninterruptible power
supplies (UPS), Battery Energy Storage Systems (BESS),
EV chargers, and related products and services.

Transaction Details

Pursuant to the Definitive Agreements, on
5^th August 2025, IL JIN acquired 2,63,520 equity shares
representing 60% of the equity share capital of Power-One.

Post-Transaction Status

Consequent to the aforesaid acquisition, Power-One
became a subsidiary of IL JIN and a step-down subsidiary
of the Company with effect from 5^th August 2025.

Strategic Rationale

The acquisition was undertaken to enable the Amber
Group to expand into the growing energy solutions
segment, including solar inverters, BESS, UPS and EV
chargers, while leveraging its strong backward integration
capabilities and product assembly expertise to capitalise
on the significant growth opportunities in these expanding
businesses.

B.    Acquisition of ILJIN Holding Ltd and Unitronics (1989)
(R"G) Ltd.

Background

IL JIN, on 27^th July 2025, entered into a Definitive
Agreements with the controlling shareholders of
Unitronics (1989) (R"G) Ltd. (“Unitronics"), namely FIMI
Opportunity V, L.P. and FIMI Israel Opportunity V, Limited

Partnership (collectively, “FIMI") and Mr. Haim Shani, for
the acquisition of approximately 40.24% of the issued and
outstanding share capital (excluding dormant shares) of
Unitronics, for an aggregate consideration of NIS 1560.82
Lakh.

About Unitronics

Unitronics is an Israel-based publicly listed company
providing a wide range of industrial automation solutions,
including Programmable Logic Controllers (PLCs), Human
Machine Interfaces (HMIs), PLCs with integrated HMIs,

Variable Frequency Drives (VFDs), Servo Drives, SaaS
solutions (UniCloud), and Industrial Internet of Things (II oT)
with built-in business intelligence, along with integrated
software for machine and process control across
industries.

Acquisition of ILJIN Holding Ltd

On 21^st September 2025, to facilitate the acquisition
of shareholding in Unitronics, IL JIN acquired 100
ordinary shares of ILJIN Holding Ltd (“ILJIN Holding"), an
Israel based Company, from its existing shareholder,
Mr. Gary Sussman, representing 100% of issued share
capital of ILJIN Holding. Consequently, ILJIN Holding
became a wholly owned subsidiary of IL JIN and a step-
down subsidiary of the Company.

ILJIN Holding is a Special Purpose Vehicle (SPV) act as
a dedicated investment platform for supporting and
facilitating IL JIN's strategic international investments and
acquisitions.

Further, IL JIN acquired additional 11,04,39,476 ordinary
shares of NIS 1 each on 6^th October 2025.

Acquisition of Unitronics — Initial Acquisition
(9^th October 2025)

IL JIN through its SPV, ILJIN Holding completed the initial

acquisition of 5,624,591 ordinary shares of Unitronics as
per the Definitive Agreements dated 27^th July 2025, as
follows:

This resulted in a 40.20% shareholding in Unitronics and
the establishment of joint control with Mr. Haim Shani.

Subsequent Market and Negotiated Purchases

IL JIN, through ILJIN Holding, continued to augment its

stake in Unitronics through the following additional
acquisitions:

Post-Transaction Status

As on the date of this Report, IL JIN, through ILJIN Holding,

holds 50.43% of the equity share capital of Unitronics. By
virtue of majority ownership and board control, Unitronics
is classified as a step-down subsidiary of IL JIN and the
Company.

Strategic Rationale

This acquisition strengthens the Amber Group's electronics
segment, enabling expansion into industrial automation
global markets, thereby supporting the Company's long
term international growth strategy.

C.    Acquisition of Shogini Technoarts Pvt Ltd
Background

IL JIN, on 14^th November 2025, entered into Definitive
Agreements with Shogini Technoarts Pvt Ltd (“Shogini")
and its other shareholders, for the acquisition of a majority
equity stake in Shogini.

About Shogini

Shogini, incorporated on 23^rd August 1982, is a Pune-based
company engaged in the manufacture of a wide range
of printed circuit boards (PCBs), including single-sided,
double-sided, multilayer, flexible, and metal-clad PCBs.

Transaction Details

Pursuant to the Definitive Agreements, on
1^st December 2025, IL JIN acquired 7,92,000 equity shares
representing 80% of the equity share capital of Shogini.

Post-Transaction Status

Consequent to the aforesaid acquisition, Shogini became
a subsidiary of IL JIN and a step-down subsidiary of the
Company, with effect from 1^st December 2025.

Strategic Rationale

The acquisition is aligned with the Company's strategic
objective of strengthening its electronics and component
solutions vertical by enhancing PCB manufacturing,
innovation and design capabilities, manufacturing
capacity, broadening the product portfolio and enabling
entry into new customer segments.

D.    Change in Status of Stelltek Technologies Private
Limited

IL JIN, on 15^th February 2026, executed an Amendment
Agreement to the Joint Venture Agreement originally
entered into on 18^th September 2023, with Stelltek
Technologies Private Limited (“Stelltek") and Nexxbase
Marketing Private Limited (“Noise").

Pursuant to the said Amendment Agreement, IL JIN was
granted the right to nominate and appoint a majority
of Directors on the Board of Stelltek. Accordingly, IL JIN
appointed Mr. Sudhir Goyal (DIN: 01104230) as a Non¬
Executive Additional Director on the Board of Stelltek,
thereby securing majority board representation and
effective control over Stelltek in accordance with the
definition of “control" under Section 2(27) of the Act.

The aforesaid change in status did not involve any
acquisition of shares or alteration in the shareholding
or capital structure of Stelltek. The change was solely
on account of IL JIN obtaining the right to control the
composition of the Board of Stelltek.

Consequently, Stelltek ceased to be a joint venture of
IL JIN and became its subsidiary, and a step-down
subsidiary of the Company, with effect from 15^th
February 2026.

E. Disinvestment of Stake in Shivaliks Mercantile Limited

The respective Strategic Alliance Committees of the
Board of Directors of the Company and Sidwal, at their
respective meetings held on 30^th March 2026, approved
the disinvestment of the entire 49% equity stake held by

Sidwal in its joint venture, Shivaliks Mercantile Limited
(“Shivaliks").

It is pertinent to note that Sidwal had previously written
off its entire investment in Shivaliks in its financial
statements for the quarter ended 31^st December 2025.

Pursuant to the said approval, Sidwal entered into a
Share Purchase Agreement with J P Fincap Private
Limited for the sale of its entire shareholding in
Shivaliks, comprising 10,97,98,850 equity shares,
for a nominal consideration of approximately
' 1,09,798.85.

Upon completion of the aforesaid transaction, Shivaliks
ceased as a joint venture of Sidwal with effect from
30^th March 2026.

F. Fund Raising by IL JIN

During the Financial Year under review, IL JIN undertook
a significant fund-raising exercise aggregating to ' 1,750
Crore across multiple tranches, to support the organic and
inorganic growth of the Company's electronics business.
The details are set out hereinbelow:

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY BETWEEN THE END
OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There were no material changes or commitments affecting
the financial position of the Company that occurred between
1^st April 2026 and 13^th August 2026, being the date of this
Report, except as disclosed hereinbelow:

A. Acquisition of Remaining Stake in Amber Resojet Private
Limited

The Strategic Alliance Committee of the Board of
Directors of the Company in its meeting held on 3^rd April
2026, approved the acquisition of the remaining 50%
equity stake in Amber Resojet Private Limited (“Amber
Resojet"), which was previously a joint venture of the
Company.

Pursuant to the aforesaid approval, the Company
entered into a Share Purchase Agreement (“SPA") dated
3^rd April 2026 with Amber Resojet, LCGC Resolute
Appliances LLP (“LCGC"), the existing joint venture partner
and its partners, Mr. Manikandan Narasimhan and
Mr. Raminder Singh Soin. Under the SPA, the Company
agreed to acquire balance 10,000 equity shares,
representing 50% of the paid-up equity share capital of
Amber Resojet.

The acquisition was successfully completed on 10^th
April 2026, pursuant to which the Company acquired 100%
of the equity share capital of Amber Resojet. Consequently:

• Amber Resojet ceased as a joint venture and became
a Wholly Owned Subsidiary of the Company with
effect from 10^th April 2026;

•    The Investment-cum-Joint Venture Agreement dated 21^st March 2024 was terminated with immediate effect, except for
those provisions which, by their nature, survive termination; and

•    All rights and interests previously held by LCGC in Amber Resojet were extinguished.

The transaction was undertaken with the objective of restructuring the existing joint venture into a wholly owned subsidiary in
alignment with the Company's long term strategic objectives. The acquisition has not resulted in any adverse or material impact
on the Company.

B. Investment in MoMagic Wireless Private Limited by IL JIN
Background

IL JIN, on 14^th February 2026, entered into Definitive Agreements with MoMagic Wireless Private Limited (“MoMagic"), MoMagic
Technologies Private Limited, Mr. Arun Kumar Gupta, and Ms. Ritu Gupta.

About MoMagic

MoMagic, a Delhi-based company incorporated in 2025, is engaged in the design, development, and supply of wireless
communication modules, including Cellular, BLE, and Wi-Fi modules, and undertakes research and development activities in the

wireless communication space.

Transaction Details

IL JIN agreed to subscribe to an aggregate of 51,52,938 equity shares, representing 19.92% of MoMagic's equity share capital,
structured across two closings:

Post-Transaction Status

Pursuant to the execution of the Definitive Agreements
and completion of the First Closing, MoMagic became part
of the Amber Group's strategic electronics ecosystem as a
minority investee company, with effect from 3^rd April 2026.

Strategic Rationale

The investment is strategically aligned with IL JIN's
objective of expanding its presence in the growing Internet
of Things (IoT) domain and enhancing its capabilities in
wireless module design and development. The investment
is expected to create synergies in research, product
innovation, and market expansion, while supporting entry
into new customer segments and generating long term
value for stakeholders.

C. Additional Investment in IL JIN pursuant to Rights Issue

The Board of Directors of IL JIN, at its meeting held on
17^th March 2026, approved the raising of additional capital
aggregating to ' 328 Crore by way of a rights issue of
equity shares, to support its strategic initiatives.

Pursuant to the aforesaid rights issue, the Company
made an additional investment of ' 296.02 Crore in IL
JIN. IL JIN completed the allotment of equity shares on

21^st April 2026. The Company subscribed to and was
allotted 12,46,430 equity shares at an issue price of
' 2,375 per equity share (including a premium of ' 2,365
per share) on a rights basis.

The impact of the aforesaid allotment on the Company's
shareholding in IL JIN is set out below:

*Considered on a non-diluted basis in this report and its
annexures.

D. Incorporation of ILJIN Technologies Private Limited
— Strategic Collaboration in Medical, Defence and
Aerospace Electronics by IL JIN

Background

In furtherance of the Company's long term strategy of
expanding its electronics capabilities into high-growth,
technology-intensive verticals, IL JIN in collaboration with
Singularity Des Electronics Private Limited (“Singularity"),

has incorporated a new subsidiary focused on the medical,
defence, and aerospace electronics segments.

Incorporation Details

Post-Incorporation Status

Consequent to its incorporation on 4^th June 2026, ILJIN
Technologies became a subsidiary of IL JIN and a step-
down subsidiary of the Company.

Strategic Rationale

The incorporation of ILJIN Technologies is aligned with the
Group's vision of diversifying its electronics manufacturing
portfolio into high-barrier, high-value sectors. The medical,
defence, and aerospace electronics segments offer
long term growth potential driven by favourable
government policies, import substitution imperatives, and
rising domestic demand. The collaboration with Singularity
is expected to accelerate the entity's technological
readiness and market access in these specialised domains.
.    Acquisition of Additional Stake in Ascent Circuits Private

Limited and Change in Management

Background

IL JIN, had previously acquired 60% equity stake in Ascent
Circuits Private Limited (“Ascent"), a Bengaluru based
printed circuit board (PCB) manufacturer, making Ascent
a subsidiary of IL JIN and a step-down subsidiary of the
Company. Subsequent to the end of the Financial Year
2025 -26, IL JIN has undertaken a further acquisition to
consolidate its majority position in Ascent.

Transaction Details

IL JIN acquired an additional aggregate stake of 38.50% in
Ascent, structured across two tranches:

Impact on Shareholding in Ascent

Change in Management

In connection with the aforesaid acquisition and the
consequent change in the shareholding structure of
Ascent, Mr. Manjunath Punyamurthy, stepped - down

from his position as Managing Director of Ascent, with
effect from 18^th June 2026.

Strategic Rationale

The acquisition of additional stake in Ascent is in line
with the Group's strategic objective of strengthening its
electronics manufacturing vertical through enhanced
ownership and operational integration. Increased control
over Ascent is expected to deepen vertical integration,
improve supply chain resilience, and create significant
synergies in PCB manufacturing, thereby supporting the
Group's long term value creation objectives.

F. Manufacturing Collaboration with Oppo Mobiles
India Private Limited — Entry into Mobile Phone
Manufacturing

Background

In furtherance of the Group's strategy of diversifying
its manufacturing capabilities and expanding into high
volume consumer electronics segments, the Amber Group
entered into a manufacturing collaboration agreement
with Oppo Mobiles India Private Limited (“Oppo India"),
a licensed manufacturer of Mobile Phones for brands of
OPPO, OnePlus and Realme in India.

Nature of Collaboration

The Manufacturing Collaboration Agreement sets out
the framework for the Amber Group to undertake the
manufacturing of mobile phones for Oppo India. This

agreement marks the formal entry of the Amber Group
into the mobile phone manufacturing segment, leveraging
its manufacturing expertise.

Post-Agreement Status

The Manufacturing Collaboration Agreement was
executed on 18^th June 2026, i.e., subsequent to the end
of the Financial Year 2025 -26. The Company is in the
process of making the necessary arrangements for
the commencement of mobile phone manufacturing
operations pursuant to the said Agreement.

Strategic Rationale

The collaboration with Oppo India represents an important
milestone for the Amber Group, enabling it to diversify its
manufacturing portfolio into the important mobile phone
segment. India's mobile phone manufacturing ecosystem
has witnessed expansion driven by the Production Linked
Incentive ("PU") Scheme and domestic consumption. The
entry into this segment is expected to further strengthen
the Amber Group's position as a comprehensive
manufacturing solutions provider. The collaboration is
expected to create opportunities for operational synergies
and reinforce Amber's position as a preferred entity for
B2B manufacturing.

G. Key events in IL JIN

The Board of Directors of IL JIN , at its meeting held on
11^th July 2026, approved a series of strategic corporate
actions, subject to receipt of shareholders', regulatory and
statutory approvals, as applicable.

1. Sub-division of Equity Shares (from a face value of
'10 each to '5 each)

Consequent to the sub-division of equity shares
from a face value of '10 each to '5 each:

•    The number of authorised equity shares
increased from 1,60,00,000 equity shares of
'10 each to 3,20,00,000 equity shares of '5
each, while the aggregate authorised share
capital remained unchanged at '16,00,00,000.

•    The number of issued, subscribed and paid-up
equity shares increased from 67,97,835 equity
shares of '10 each to 1,35,95,670 equity
shares of '5 each, while the aggregate issued,
subscribed and paid-up share capital remained
unchanged at '6,79,78,350.

Accordingly, the aggregate authorised and paid-up share
capital of the Company remained unchanged.

Consequent amendments to Clause V (Share Capital
Clause) of the Memorandum of Association were approved
by shareholders at the Extraordinary General Meeting held
on 15^th July 2026, as mentioned below :

V The Authorised Share Capital of the Company is
'20,00,00,000 divided into:

•    3,20,00,000 Equity Shares of '5 each, and

•    40,00,000 Preference Shares of '10 each.

2.    Increase in Authorised Share Capital

The authorised share capital of IL JIN increased from
' 20 Crore to ' 250 Crore, in the following manner:

From

•    '16,00,00,000 divided into 3,20,00,000 Equity

Shares of '5 each; and

•    '4,00,00,000    divided    into 40,00,000

Preference Shares of '10 each

to:

•    '2,46,00,00,000    divided    into 49,20,00,000

Equity Shares of '5 each; and

•    '4,00,00,000    divided    into 40,00,000

Preference Shares of '10 each

The same was approved by the shareholders of IL JIN
in its Extraordinary General Meeting held on 15^th July
2026.

3.    Bonus Issue

The Board approved a bonus issue in the ratio of
25:1, i.e., 25 new fully paid-up equity shares of '5
each for every 1 existing fully paid-up equity share of
'5 each.

Upon allotment of the bonus shares, the paid-up
equity share capital of IL JIN shall increase from
'6,79,78,350 comprising 1,35,95,670 equity
shares of '5 each to '1,76,74,37,100 comprising
35,34,87,420 equity shares of '5 each, while the
preference share capital would remain unchanged.

The bonus shares will rank pari passu with the
existing equity shares in all respects.

The same was approved by the shareholders of IL JIN
in its Extraordinary General Meeting held on 15^th July
2026.

4.    Conversion into Public Company

The Board approved the conversion of IL JIN from
a private limited company into a public limited
company, along with the consequential change of its
name to IL JIN Electronics (India) Limited. The Board
also approved the consequential amendments to
the Memorandum of Association and Articles of
Association of the Company.

The aforesaid conversion and related matters were
subsequently approved by the shareholders of IL JIN
at its Extraordinary General Meeting held on 15^th July
2026. The requisite filings for conversion has been
made with the jurisdictional Registrar of Companies.

5. Shifting of Registered Office

The Board approved the shifting of its registered
office from Gat No. 161/2, Pimple Jagtap Road, Bhima

Koregaon, Tal. Shirur, Pune - 412216, Maharashtra,
under the jurisdiction of the Registrar of Companies,
Maharashtra, to Plot No. 27 & 28, Ecotech-III,

Extension-2, Udyog Kendra, Greater Noida -
201306, Uttar Pradesh, under the jurisdiction of the
Registrar of Companies, Uttar Pradesh.

The aforesaid shifting of the registered office was
subsequently approved by the shareholders of

IL JIN at its Extraordinary General Meeting held on
15^th July 2026.

The application shall be submitted to the jurisdictional
Regional Director, within the due course of time.

6. Adoption of Amended and Restated Articles of
Association

The Board approved adoption of amended
and restated Articles of Association to align
the governance framework of IL JIN with the
requirements applicable to a public limited company
and to provide for continuing governance and
investor rights arrangements.

The same was subsequently approved by the
shareholders of IL JIN at its Extraordinary General
Meeting held on 15^th July 2026.

Your Company has the following subsidiaries, wholly owned subsidiaries, step-down subsidiaries, joint venture and associate
companies as on 31^st March 2026 and regularly monitors the performance of these companies:

Colour Guide:

Notes

& Ever Electronics Private Limited (“Ever") ceased as a subsidiary and has been amalgamated with and into IL JIN with effect from
27^th June 2025.

?    Appserve is non-operational as on the date of this Report.

^f AmberPR transferred its entire business undertaking to the Company by way of a slump sale with effect from 1^st October 2024.
Accordingly, AmberPR ceased manufacturing operations from that date.

“ With effect from 15^th February 2026, the status of Stelltek changed from a Joint Venture to a Subsidiary of IL JIN and, consequently,
a step-down subsidiary of the Company.

*    Subsequent to the Financial Year end, IL JIN acquired an additional 37.50% stake in Ascent on 19^th June 2026 and 1% further on 3^rd
July 2026 increasing IL JIN's aggregate holding to 98.50%. Mr. Manjunath Punyamurthy resigned as Managing Director of Ascent
with effect from 18^th June 2026.

*    Shivaliks ceased to be a Joint Venture of Sidwal with effect from 30^th March 2026, pursuant to the disinvestment of Sidwal's entire
49% equity stake to J P Fincap Private Limited. Consequently, Shivaliks ceased to be a step-down joint venture of the Company.

#    With effect from 10^th April 2026, Amber Resojet became a Wholly Owned Subsidiary of the Company, pursuant to the acquisition
of the remaining 50% equity stake from LCGC Resolute Appliances LLP.

“ IL JIN entered into Definitive Transaction Agreements with MoMagic on 14^th February 2026. However, the allotment of shares was
completed on 3^rd April 2026 (post the Financial Year-end). Accordingly, MoMagic constitute as an associate of IL JIN with effect
from 3^rd April 2026.

The financial statements of subsidiary companies are available on the website of the Company vizhttps/www.ir.ambergroupindia.

com/financial-information/#annual-reports. 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 include the financial statements of its subsidiaries.

FINANCIAL PERFORMANCE OF SUBSIDIARY, JOINT VENTURE
AND ASSOCIATE COMPANIES
PART I — SUBSIDIARY COMPANIES

1.    PICL (India) Private Limited ("PICL")

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

PICL is engaged in the business of manufacturing
various kinds of electric motors, including single phase
induction motors and BLDC motors, catering primarily to
manufacturers of air conditioners, washing machines and
ceiling fans. The Company also undertakes manufacturing
of complete ceiling fans. PICL is further expanding its
product portfolio by entering the segments of ventilation
fans, exhaust fans, three phase motors and general
purpose motors.

During the Financial Year 2025-26, PICL has reported
total revenue of ' 40,294.73 Lakh and a Net Profit of
' 177.79 Lakh.

2.    Appserve Appliance Private Limited ("Appserve")

Appserve is a wholly owned subsidiary of your Company.
It was incorporated as a Private Limited Company on
4^th 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, including room air conditioners, washing
machines, refrigerators, consumer durables and other
similar equipment and components, and to establish repair
shops for the same, along with other related activities.

As on the date of this Report, Appserve is non-operational
and has not commenced any commercial operations
during the Financial Year 2025-26.

During the Financial Year 2025-26, Appserve has
reported Nil revenue and a Net Loss of ' (2.30) Lakh.3.    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^th August 1965 and was subsequently
acquired by the Company in two tranches during the years
2019 and 2020.

Sidwal is engaged in the business of manufacturing and
sale of Heating, Ventilation and Air Conditioning (HVAC)
systems for railways, metros, defence, buses and telecom
applications, as well as commercial refrigeration solutions.
In addition, Sidwal manufactures railway and metro sub¬
systems including Pantry, Doors, Gangways and other
components.

During the Financial Year 2025-26, Sidwal has reported
total revenue of ' 53,540.46 Lakh and a Net Loss of
' (8,698.76) Lakh.

4.    Amber Enterprises USA Inc. ("Amber USA")

Amber USA is a wholly owned foreign subsidiary of your
Company. It was incorporated as a Corporation under the
Corporate Law of the State of Delaware, United States of
America.

Amber USA is primarily engaged in the business of sales,
marketing and trading activities, serving as the commercial
interface for the Amber Group's presence in the North
American market.

During the Financial Year 2025-26, Amber USA has
reported revenue of ' 478.11 Lakh and a Net Profit of
' 31.21 Lakh (converted into INR).

5.    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^th
July 2013.

AmberPR was engaged in the business of manufacturing
of (i) cross flow fans and their plastic parts; (ii) fans and
fan guards for outdoor units of room air conditioners;
(iii) plastic parts for water dispensers and refrigeration
applications (other than the automobile industry); and (iv)
plastic parts for seats of trucks, tractors and buses.

Pursuant to a strategic restructuring initiative, AmberPR
transferred its entire business undertaking to the Company
by way of a slump sale, with effect from 1^st October 2024.
Consequent to the said slump sale, AmberPR ceased to
carry on any manufacturing or operational activities.

During the Financial Year 2025-26, AmberPR has
reported total revenue of ' 284.12 Lakh and a Net Loss of
' (15.69) Lakh.

6.    IL JIN Electronics (India) Private Limited ("IL JIN")

IL JIN is a material subsidiary of your Company. It was
incorporated as a Private Limited Company on 11^th
September 2001.

IL JIN is engaged in Electronic Manufacturing Services
(EMS) encompassing PCB-Assembly and Box Build
solutions to broad range of customers. IL JIN caters to the
diverse end-user across applications including consumer
electronics, telecom, smart meters, wearables and
hearables, automotive, industrial control systems, etc.

During the Financial Year 2025-26, IL JIN has reported
total revenue of ' 2,25,463.97 Lakh and a Net Profit of
'5,394.95 Lakh.

7.    Pravartaka Tooling Services Private Limited
(“Pravartaka")

Pravartaka is a subsidiary of your Company. It was
incorporated as a Private Limited Company on 27^th
April 2021. Your Company holds 60% of the equity share
capital of Pravartaka.

Pravartaka is engaged in the business of manufacturing
injection moulds and injection moulded components,
catering to various industries across the Consumer
Durable, Automotive, Telecom and Electrical Equipment
sectors.

During the Financial Year 2025-26, Pravartaka has
reported total revenue of ' 32,720.86 Lakh and a Net
Profit of ' 2,053.85 Lakh.

8.    Ascent Circuits Private Limited (“Ascent")

Ascent is a subsidiary of IL JIN and a step-down subsidiary
of your Company. It was incorporated as a Private Limited
Company on 1^st February 1999. As of 31^st March 2026, IL
JIN held 60% of the equity share capital of Ascent, and the
remaining 40% equity stake was held by Mr. Manjunath
Punyamurthy and Ms. Manju Thomas.

[Note: Subsequent to the end of the Financial Year under
review, IL JIN acquired an additional 37.50% equity stake in
Ascent on 19^th June 2026, with a further 1% acquisition on
3^rd July 2026, increasing IL JIN's aggregate stake to 98.50°%.
Concurrently, Mr. Manjunath Punyamurthy stepped -
down as Managing Director of Ascent with effect from
18^h June 2026. For details, refer to the Material Changes
section of this Report.]

Ascent is a South India-based company engaged in the
manufacturing of Printed Circuit Boards (PCBs), including
single-sided, double-sided, multi-layered and RF PCBs
and serving a broad spectrum of applications across
multiple industries and customer segments.

During the Financial Year 2025-26, Ascent has reported
total revenue of ' 40,186.59 Lakh and a Net Profit of
' 3,133.62 Lakh.

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

AT Railway is a wholly owned subsidiary of Sidwal and a
step-down subsidiary of your Company. It was incorporated
as a Private Limited Company on 15^th March 2024, with the
primary object of carrying on the business of manufacture
and supply of railway components and sub-systems for
the rolling stock industry in India and overseas, with a
vision to expand into global markets.

During the Financial Year 2025-26, AT Railway has
reported NIL revenue and a Net Loss of ' (1.73) Lakh.10.    Power-One Micro Systems Private Limited (“Power-
One")

Power-One is a subsidiary of IL JIN and a step-down
subsidiary of your Company.

Power-One is engaged in the manufacturing of a
comprehensive range of power and energy solutions,
including solar inverters (on-grid, off-grid and hybrid),
uninterruptible power supplies (UPS), Battery Energy
Storage Systems (BESS), EV chargers and other allied
power and energy products, catering to the growing
demand for clean energy and power infrastructure
solutions.

During the Financial Year 2025-26 (for the period from
the date of the acquisition), Power-One has reported
total revenue of ' 19,874.77 Lakh and a Net Profit of
' 2,070.19 Lakh.

11.    ILJIN Holding Ltd (“ILJIN Holding")

ILJIN Holding is a wholly owned foreign subsidiary of
IL JIN and a step-down subsidiary of your Company. It was
incorporated and registered in Israel on 7^th September
2025 as a limited liability company under the Companies

Law of the State of Israel.

ILJIN Holding has been established with the primary
objective of passive ownership. Its principal activity is to
own and control subsidiary companies through equity
holdings. ILJIN Holding does not engage in any operational,

administrative or management services for the entities in
which it holds equity.

As a newly incorporated entity, ILJIN Holding is at its early
stage of establishment.

During the Financial Year 2025-26, ILJIN Holding has
reported NIL revenue and a Net Loss of ' (842.48) Lakh
(converted into INR).

12.    Unitronics (1989) (R"G) Ltd. (“Unitronics")

Unitronics is a step-down foreign subsidiary of your
Company, held through IL JIN and ILJIN Holding Ltd.

Unitronics is a company incorporated in Israel in the year
1989 and has been publicly listed on the Tel Aviv Stock
Exchange since 2004.

Unitronics is engaged in the design, development,
manufacturing, marketing, sale and support of a
comprehensive range of industrial automation products,
including Programmable Logic Controllers (PLCs), Human-
Machine Interfaces (HMIs), integrated PLC-HMI devices,
Variable Frequency Drives (VFDs), Servo Drives and
Software-as-a-Service (SaaS) solutions, including its
proprietary UniCloud platform and Industrial Internet of

Things (IIoT) solutions with built-in business intelligence,
supported by its all-in-one software for machine and
process control across various industries.

During the Financial Year 2025-26 (for the period from
the date of the acquisition), Unitronics has reported
total revenue of ' 21,457.33 Lakh and a Net Profit of
' 3,652.33 Lakh (converted into INR).

13.    Shogini Technoarts Pvt Ltd ("Shogini")

Shogini is a subsidiary of IL JIN and a step-down subsidiary
of your Company. IL JIN acquired a controlling stake in
Shogini pursuant to a Share Purchase Agreement, with
Shogini becoming a subsidiary of IL JIN and a step-down
subsidiary of your Company with effect from 1^st December
2025.

Shogini is engaged in the manufacturing of various types
of printed circuit boards (PCBs), including single-sided,
double-sided, multi-layered, metal and flexible PCBs,
serving a broad spectrum of applications across multiple
industries and customer segments.

During the Financial Year 2025-26 (for the period
from the date of the acquisition), Shogini has reported
total revenue of ' 18,283.58 Lakh and a Net Profit of
' 1,317.71 Lakh.

14.    Stelltek Technologies Private Limited ("Stelltek")

Stelltek is a subsidiary of IL JIN and a step-down subsidiary
of your Company. During the Financial Year 2025-26,
Stelltek was classified as a joint venture of IL JIN, however,
it ceased to be a joint venture and became a subsidiary of
IL JIN and a step-down subsidiary of the Company with
effect from 15^th February 2026.

Stelltek is engaged in the business of manufacturing,
assembling and designing of wearable and other smart
electronics products.

During the Financial Year 2025-26, from the date of
its conversion into a subsidiary, Stelltek recorded total
revenue of ' 2,649.27 Lakh and a net profit of ' 50.48
Lakh. The Group's share of loss in Stelltek was NIL for
the period from 1^st April 2025 to 14^th February 2026,
up to the date on which Stelltek ceased to be a joint
venture and became a subsidiary. For further details,
please refer to Notes 55 and 63 of consolidated financial
statements.

15.    Ascent-K Circuit Private Limited ("Ascent-K")

Ascent-K was incorporated on 7^th April 2025 pursuant
to a Joint Venture Agreement dated 15^th October 2024
between IL JIN and Korea Circuit Co., Ltd. ("KCC").

Ascent-K is engaged in the manufacturing of advanced

printed circuit boards, including HDI, Flex and
Semiconductor Substrate PCBs.

Despite being formed as a joint venture, Ascent-K is
treated as a subsidiary of IL JIN, as IL JIN holds 70% of the
equity share capital and has majority representation on
the Board.

Being a recently incorporated entity, Ascent-K is in its
early stages of operations and is in the process of scaling
up its manufacturing capabilities.

During the Financial Year 2025-26, Ascent-K has
reported NIL revenue and a Net Loss of ' (45.35) Lakh.16.    IL JIN Technologies Private Limited ("IL JIN Technologies")

ILJIN Technologies is a subsidiary of IL JIN and a step-down
subsidiary of your Company, incorporated on 4^th June 2026
under the Act. IL JIN holds 60% of its equity share capital,
and the remaining 40% is held by Singularity.

ILJIN Technologies has been incorporated to carry on the
business of electronics in the fields of medical, defence
and aerospace marking a deliberate move into higher-
value, technology-intensive segments and establishing a
strategic platform in these domains.

As ILJIN Technologies was incorporated on 4^th June 2026,
subsequent to the close of the Financial Year under
review, it does not have any operational history or financial
performance to report for the Financial Year 2025-26. The
entity is currently in its pre-operative stage.

PART II — JOINT VENTURE COMPANIES

The following companies were classified as joint venture
companies of the Amber Group during the Financial Year 2025¬
26. Where applicable, changes in status subsequent to the year
end have been disclosed within the respective write-ups.

17.    Yujin Machinery India Private Limited ("Yujin India")

Yujin India is a joint venture company of AT Railway Sub

Systems Private Limited, a wholly owned subsidiary of
Sidwal. It was incorporated on 20^th August 2024, pursuant
to a joint venture arrangement between AT Railway,
Yujin Machinery Ltd., a leading manufacturer of rolling
stock components based in South Korea, Dujin I&T Co.,
Ltd. (Formerly known as Dujin International Co., Ltd.) and
Sinkodia Pte Ltd.

Yujin India is engaged in the manufacture of a

comprehensive range of high-quality components for
rolling stock, including driving gears, couplers, pantographs
and brakes, targeting both the domestic and international
markets.

As a recently incorporated entity, Yujin India is in its early
growth phase and continues to build its operational and
manufacturing infrastructure.

During the Financial Year 2025-26, a share of loss of
' (140.97) Lakh of JV i.e. of Yujin India, recognized in the
consolidated financial statements (Refer Note 63 of the
consolidated financial statements).

18.    Shivaliks Mercantile Limited ("Shivaliks")

Shivaliks, a joint venture of Sidwal is engaged in
manufacturing railway components and sub-systems for
the rolling stock industry.

Change in Status

On 30^th March 2026, Sidwal divested its entire 49%
equity stake in Shivaliks. Following the completion of the

transaction Shivaliks ceased to be a joint venture of Sidwal
with effect from 30^th March 2026.

During the Financial Year 2025-26, a share of loss of
' (8,193.50) Lakh of JV i.e. of Shivaliks, recognized in the
consolidated financial statements (Refer Note 63 of the
consolidated financial statements).

19.    Amber Resojet Private Limited ("Amber Resojet")

Amber Resojet was a joint venture of the Company, with
50% shareholding held by the Company and the remaining
50% by LCGC Resolute Appliances LLP ("LCGC"). It is
engaged in the manufacturing of fully automatic washing
machines and related components.

Change in Status

Subsequent to the close of Financial Year 2025-26, the
Company acquired the remaining 50% equity stake in

Amber Resojet from LCGC pursuant to a Share Purchase
Agreement dated 3^rd April 2026, for an aggregate
consideration of approximately ' 1.74 Crore. The
acquisition was completed on 10^th April 2026, upon which
Amber Resojet became a Wholly Owned Subsidiary of the
Company.

During the Financial Year 2025-26, a share of loss of
' (669.58) Lakh of JV i.e. of Amber Resojet, recognized in
the consolidated financial statements (Refer Note 63 of
the consolidated financial statements).

PART III — NOTE ON INVESTEE COMPANY - ASSOCIATE
COMPANY20.    MoMagic Wireless Private Limited ("MoMagic")

MoMagic Wireless Private Limited is a Delhi-based
company incorporated in the year 2025. It is engaged in the
business of designing, developing and supplying wireless
communication modules, including Cellular, BLE and Wi¬
Fi modules, and undertaking research and development
activities in the wireless communication space.

On 14^th February 2026, IL JIN entered into Definitive
Transaction Agreements with MoMagic, MoMagic
Technologies Private Limited and the promoters of
MoMagic, for subscribing to 51,52,938 equity shares,
representing 19.92% of MoMagic's equity share capital, for

total consideration of ' 25 Crore, structured across two
closings.

The actual allotment of 41,22,351 equity shares
aggregating to '20 Crore pursuant to the First Closing was
effected on 3^rd April 2026, subsequent to the close of the
Financial Year 2025-26. Accordingly, MoMagic became
an associate company of IL JIN upon completion of the
aforesaid allotment.

[Note: The investment in MoMagic Wireless Private
Limited, including the completion of the first tranche of
'20 Crore on 3^rd April 2026, constitutes a material event
occurring after the close of Financial Year 2025-26 and
has been disclosed under the section "Material Changes
and Commitments Affecting the Financial Position of the
Company Occurring Between the end of the Financial Year
and the date of this Report" The balance investment of
'5 Crore under the second tranche shall be completed by

30^th September 2026 (or such other date as may be

mutually agreed between the parties)].

Your Company did not have any associate companies
during the Financial Year 2025-26.

During the Financial Year 2025-26, there were no
companies that ceased to be subsidiaries, joint ventures,
or associate companies, except for the following changes:

Stelltek transitioned from being a joint venture of
IL JIN to a subsidiary with effect from 15^th February 2026.
Consequently, Stelltek became a step-down subsidiary of
the Company.

Shivaliks ceased to be a joint venture of Sidwal with effect
from 30^th March 2026, pursuant to the disinvestment of
Sidwal's entire 49% equity stake in Shivaliks to J P Fincap
Private Limited. Accordingly, Shivaliks ceased to be a step-
down joint venture of the Company.

Further, Ever, ceased as Subsidiary w.e.f. 27^th June 2025,
pursuant to amalgamation with and into IL JIN.

A statement containing salient features of financial
statements of each subsidiary, joint venture, associate of
the Company is provided in Form AOC - 1 as "Annexure
- A" and it form part of this Annual Report and the
consolidated financial statements of the Company for the
Financial Year ended 31^st March 2026.

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

The subsidiaries and joint ventures of the Company
operate independently, each with a duly empowered
Board of Directors and adequate management resources.
As part of the Company's commitment to strong
governance practices, the minutes of the Board meetings
of all subsidiary companies are placed before the Board
of Directors of the Company for review at each quarterly
meeting.

CORPORATE GOVERNANCE REQUIREMENTS WITH
RESPECT TO THE SUBSIDIARIES AND MATERIAL
SUBSIDIARIES

The Board of Directors of your Company (“the Board") has
approved and adopted a Policy for determination of Material
Subsidiary and Governance of Subsidiary in accordance with
the provisions of Regulation 16(1)(c) of SEBI LODR Regulations.
The said policy has been uploaded on the website of the
Company and it can be viewed at the Web-link:https:/www.
ir.ambergroupindia.com/wp-content/uploads/2025/07/
Policy-for-determination-of-Material-Subsidiary-and-
Governance-of-Subsidiary.pdf.

Further, during the Financial Year 2025-26, Ascent, a
step-down subsidiary of the Company, was classified as a
Material Subsidiary under Regulation 16(1)(c) of the SEBI LODR
Regulations based on the audited financial statements of the
Company and Ascent for Financial Year 2024-25.

However, subsequent to the closure of Financial Year 2025-26
and upon review of the latest audited financial statements,
it has been observed that Ascent no longer meets the
criteria specified under Regulation 16(1)(c) of the SEBI LODR
Regulations. Accordingly, Ascent ceased to be a Material
Subsidiary.

Further, Sidwal also does not qualify as a Material Subsidiary
under the provisions of Regulation 16 and Regulation 24 of the
SEBI LODR Regulations, based on the latest audited financial
statements.

Notwithstanding the above, both Sidwal and Ascent were
classified as material subsidiaries during Financial Year
2025-26 and, accordingly, the Company has complied with all
applicable provisions and governance requirements prescribed
for material subsidiaries under the SEBI LODR Regulations
during such period.

Accordingly, as on 31^st March 2026, only IL JIN was determined
as the unlisted material subsidiary of the Company in accordance
with the SEBI LODR Regulations.

In terms of Regulation 24(1) of the SEBI LODR Regulations, one
of the Independent Directors of your Company is appointed
as a Director on the Board of such aforesaid unlisted material
subsidiary.

The Independent Audit Report of the material subsidiary is
available on the website of your Company.

The Secretarial Audit Report of such material subsidiaries does
not contain any qualification, reservation or adverse remark or
disclaimer.

The Company monitors the performance of subsidiary
companies, inter alia, by the following means:

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

•    Minutes of Board meetings of the Company's unlisted
subsidiary entities are regularly placed before the Board
of Directors of the Company;

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

Furthermore, pursuant to Regulation 24(A) of SEBI LODR
Regulations, as amended, read with the Guidance Note on
Annual Secretarial Compliance Report issued by the Institute
of Company Secretaries of India and various circulars issued by
SEBI, the Secretarial Audit Report (MR-3) of material unlisted
subsidiaries forms part of this Annual Report.

The other requirements of Regulation 24 of the SEBI LODR
Regulations with regard to Corporate Governance requirements
for subsidiary/step-down subsidiary companies have been duly
complied with.

MERGER AND AMALGAMATION

During the Financial Year 2025-26 and the immediately
preceding period, the Company and its material subsidiary,
IL JIN undertook significant steps in relation to the Schemes
of Amalgamation. The details of each Scheme are set out
hereinbelow:

A. Scheme of Amalgamation of Ever with and into IL JIN

Progression of the Scheme

The Scheme of Amalgamation of Ever (Transferor Company) with and into IL JIN (Transferee Company) progressed through the
following stages:

Current StatusScheme became effective — Ever Amalgamated into IL JIN (w.e.f. 27^th June 2025)
B. Scheme of Amalgamation of AmberPR with and into Company

Background

The Board of Directors of the Company, at its meeting held on 22^nd October 2024, accorded in-principle approval to the proposed
Scheme of Amalgamation of AmberPR (Transferor Company) with and into Company (Transferee Company). In order to facilitate
smoother implementation and ensure regulatory compliance, the Board decided to revise the Appointed Date of the Scheme, and
accordingly, the Scheme was not filed with the Stock Exchanges at that stage.

Progression of the Scheme

Save as disclosed hereinabove, there are no other schemes of merger, amalgamation, or arrangement pending or sanctioned during
the Financial Year 2025 -26.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors

The Board of Directors is responsible for and 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 interests 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, and major corporate activities such as
material acquisitions and disposals and connected transactions.

As on the date of this Report, your Company has a professional
Board with a holistic mix of knowledge, skills and expertise,
comprising 6 Directors 3 of whom are Independent Directors
(including a Woman Independent Director) and 3 are Executive
Directors [in the categories of Executive Chairman & Chief
Executive Officer, Managing Director and Whole Time Director].

During the Financial Year 2025 -26, no changes took place in
the Board structure.

The Board notes that the first term of 2 (Two) consecutive
years of Mr. Prakash Iyer (DIN: 00956349) and Ms. Sabina Moti
Bhavnani (DIN: 06553087) as an Independent Directors of the
Company, which commenced on 19^th September 2024, is due to
expire on 18^th September 2026. Based on the recommendation
of the Nomination and Remuneration Committee, the Board of
Directors, at its meeting held on 13^th August 2026, approved
their re-appointment for a second term of 5 (Five) consecutive
years commencing from 19^th September 2026 up to 18^th
September 2031 (both days inclusive), subject to the approval
of the shareholders by way of a Special Resolution at the 36^th
Annual General Meeting ("36^th AGM").

The resolution seeking approval of the shareholders for the
proposed re-appointment form part of the Notice of the 36^th
AGM of the Company and the details as stipulated under
Regulation 36 of the SEBI LODR Regulations and the Secretarial
Standard on General Meetings issued by the Institute of
Company Secretaries of India ("ICSI") have been disclosed in the
Annexure to the Notice of the 36^th AGM.

Directors liable to retire by rotation and subsequent re¬
appointment

In accordance with the provisions of the Act, not less than 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 by rotation, and one-third of such directors are
liable to retire by rotation at every subsequent Annual General
Meeting.

Accordingly, pursuant to the Act read with the Articles
of Association of your Company, Mr. Jasbir Singh
(DIN: 00259632), Executive Chairman & Chief Executive
Officer and Whole Time Director of the Company, who has
been longest in office, retires by rotation at the ensuing 36^th
AGM and, being eligible, offers himself for re-appointment.

The resolution seeking approval of the shareholders for
the proposed re-appointment forms part of the Notice of
the 36^th AGM of the Company and the details as stipulated
under Regulation 36 of the SEBI LODR Regulations and the
Secretarial Standard on General Meetings issued by the ICSI,
have been disclosed in the Annexure to the Notice of the 36^th
AGM.

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 KMPs
of your Company as on the date of this report:

During the Financial Year 2025 -26, there were no changes in
the KMPs of the Company.

Declaration from Directors

Your Company has, inter-alia, received the following declarations
from all the Independent Directors confirming that they:

•    meet the criteria of independence as prescribed under
sub-section (6) of Section 149 of the Act and have given
the declaration of independence as required under sub¬
section (7) of Section 149 of the Act and Regulation 16(1)
(b) of the SEBI LODR Regulations, and that there has been
no change in the circumstances affecting their status as
Independent Directors of the Company;

•    have complied with the Code for Independent Directors
prescribed under Schedule IV to the Act and are also
in compliance with the Code of Conduct for Directors
and Senior Management Personnel formulated by the
Company;

•    have registered themselves with the Independent
Directors' Databank maintained by the Indian Institute
of Corporate Affairs ("IICA") and have complied with the
requirements relating to the Online Proficiency Self¬
Assessment Test under Rule 6(4) of the Companies
(Appointment and Qualification of Directors) Rules, 2014,
wherever applicable.

•    are not serving as Independent Director in more than the
permissible number of companies under Section 149(1)
and Regulation 17A of the SEBI LODR Regulations.

The Independent Directors have also confirmed in terms of
Regulation 25(8) of the SEBI LODR Regulations, that they are

not aware of any circumstance or situation that exists or may
be reasonably anticipated that could impair or impact their
ability to discharge their duties with an objective independent
judgment and without any external influence.

The Board has taken on record the declarations and
confirmations submitted by the Independent Directors after
undertaking due assessment of the veracity of the same in
terms of Regulation 25(9) of the SEBI LODR Regulations. In
the opinion of the Board, all Independent Directors possess
requisite qualifications, experience, expertise and proficiency
and hold high standards of integrity required to discharge their
duties with an objective independent judgment and without any
external influence.

None of the Directors of the Company is disqualified from
being appointed as Directors as specified under Section 164(1)
and 164(2) of the Act read with Rule 14(1) of the Companies
(Appointment and Qualifications of Directors) Rules, 2014
or is debarred or disqualified by the Securities and Exchange
Board of India, Ministry of Corporate Affairs or any other such
statutory authority.

All members of the Board and the Senior Management
Personnel have affirmed compliance with the Code of Conduct
for Board and Senior Management Personnel for the Financial
Year 2025-26.

BOARD MEETINGS

In accordance with the requirements of the Act and the SEBI
LODR Regulations, your Company is required to convene a
minimum of four Board Meetings in each calendar year, with
a maximum gap of 120 days between any two consecutive
meetings. Additional meetings of the Board or its Committees
are convened, as may be required, to ensure effective oversight
and management of the Company's operations.

The agenda, along with the necessary explanatory notes and
annexures, is circulated in advance to all Directors to facilitate
informed decision making.

During the Financial Year 2025-26, the Board of Directors met
6 (Six) times on the following dates:

1.    17^th May 2025

2.    12^th July 2025

3.    29^th July 2025

4.    6^th November 2025

5.    9^th February 2026

6.    26^th March 2026

The necessary quorum was present at all the meetings. The
time gap between any two meetings was within the prescribed
limit of 120 days.

A detailed update on the Board and its Committees including
their composition, number of meetings held during the
Financial Year 2025-26, and the attendance of Directors is
provided in the section titled "Board of Directors" under the
"Corporate Governance Report" forming part of this Annual
Report.

BOARD COMMITTEE(S) MEETINGS

In accordance with the applicable provisions of law, the Board
has also duly constituted the following Committees:

A.    Audit Committee

B.    Nomination and Remuneration Committee

C.    Corporate Social Responsibility Committee

D.    Stakeholders' Relationship Committee

E.    Risk Management Committee

F.    Business Responsibility and Sustainability Committee

The Board has delegated certain functions and responsibilities
to an Executive Committee and has also constituted various
Board committees to oversee strategic alliances. The day-to¬
day operations of the Company are managed by its executive
team.

Further, the Board has constituted case-specific committees
for undertaking specific purposes, as and when required.

Detailed information regarding the composition of these
Committees, the number of meetings held, attendance of
the members, and their terms of reference is provided in the
section titled "Committees of the Board" under the "Corporate
Governance Report" forming part of this Annual Report.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

In accordance with Schedule IV of the Act and Regulation 25(3)
of the SEBI LODR Regulations, a meeting of the Independent
Directors of the Company was duly convened and held on 12^th
December 2025.

This meeting was held without the presence of Non¬
Independent Directors and members of the management,
in line with regulatory requirements. The meeting was duly
quorate with a majority of the Independent Directors present.
During this meeting, the Independent Directors, in terms of
Regulation 25(4) of the SEBI LODR Regulations and Schedule IV
of the Act, undertook a formal evaluation of:

•    the performance of Non-Independent Directors and the
Board as a whole;

•    the performance of the Chairperson of the Company,
taking into account the views of Executive Directors and
Non-Executive Directors; and

•    the quality, quantity and timeliness of flow of information

between the Company's management and the Board, as
necessary for the Board to effectively and reasonably
discharge its duties.

Upon conclusion of the evaluation, the Independent Directors
expressed their satisfaction with the overall performance and
effectiveness of the Board, the Chairperson, and the flow of
information between the management and the Board.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES
AND INDIVIDUAL DIRECTORS

The Company has in place a structured framework for the
evaluation of the performance of the Board, its Committees
and individual Directors. Pursuant to the provisions of Section
134(3)(p) of the Act read with Rule 8(4) of the Companies
(Accounts) Rules, 2014 and Regulations 17(10) and 25(4) of
the SEBI LODR Regulations, an annual performance evaluation
of the Board, its Committees, the Chairperson and individual
Directors was carried out for the Financial Year 2025-26.

The Nomination and Remuneration Committee ("NRC")

has formulated the criteria for evaluation of Directors, Key
Managerial Personnel and Senior Management Personnel in
accordance with Section 178(2) of the Act read with Regulation
19(4) and Schedule II Part D of the SEBI LODR Regulations. The

evaluation criteria include parameters such as attendance and
participation at meetings, contribution to strategic discussions,
exercise of independent judgment, domain expertise,
understanding of the Company's business and risk framework,
and effectiveness of Board oversight.

Considering that the NRC is not directly involved in the day-
to-day functioning or performance oversight of other Board-
level Committees, the evaluation of such Committees was
undertaken by the respective Committees through self¬
evaluation. The outcome of these self-evaluations was
thereafter placed before the Board for its review and noting.

In this regard, self-evaluation forms were circulated to the
members of the respective Committees along with the agenda

papers for their meetings. The Chairpersons of the respective
Committees submitted summary reports on the performance
evaluation of their respective Committees to the Board in
advance.

The evaluation of the performance of the Chairperson was
carried out by the Independent Directors at their separate
meeting held on 12^th December 2025, taking into account the
views of the Executive and Non-Executive Directors, as set out
in the section on "Separate Meeting of Independent Directors"
herein.

Based on the inputs and summary reports received from the
respective Committees and individual Directors, the Chairman
of the Board, Mr. Jasbir Singh, compiled the consolidated
evaluation reports and presented the same before the Board for
its consideration. The Board of Directors noted the outcomes
and expressed its satisfaction with the overall evaluation
process.

The performance evaluation of Independent and Non¬
Independent Directors was undertaken by the Board, excluding
the Director being evaluated. The evaluation of Board
Committees was conducted through self-evaluation by the
respective Committees, the outcomes of which were thereafter
placed before and noted by the Board.

DIRECTOR'S APPOINTMENT AND REMUNERATION POLICY

Pursuant to Section 134(3)(e), 178(3) and 178(4) of the Act, the
applicable Rules, and Regulation 19 read with Part D of Schedule
II of the SEBI LODR Regulations, the NRC of the Board has
formulated a comprehensive Nomination and Remuneration
Policy. This policy governs the appointment and determination
of remuneration for the Directors, KMPs, Senior Management,
and other employees of the Company.

The salient features of the Policy are as follows:

•    The NRC has laid down clear criteria for assessing the
qualifications, positive attributes, and independence of
Directors, in line with Section 178(3) of the Act.

•    The Policy provides the framework for determining the
structure and quantum of remuneration for Executive
and Non-Executive Directors, including the fixed, variable,
and commission components, ensuring alignment with
Company performance and shareholder interests.

•    Remuneration for Non-Executive and Independent
Directors is limited to sitting fees and commission within
statutory limits, as approved by the shareholders on the
recommendation of NRC and Board.

•    The compensation structure for Directors, KMPs, Senior
Management, and other employees is performance
driven, equitable, and benchmarked against industry best
practices.

• In framing remuneration packages and administering long
term incentive plans such as Employee Stock Option Plans
("ESOPs"), the NRC benchmarks against industry practices
to ensure competitiveness and fairness.

The Board affirms in terms of Rule 5(1)(xii) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, that the remuneration paid during the Financial
Year 2025 - 26 is in accordance with the Company's Nomination
and Remuneration Policy.

Details as required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, including the ratio of each
Director's remuneration to the median employee remuneration,
percentage increase in remuneration of Directors and KMPs,
and other prescribed particulars for the Financial Year 2025-26,
are annexed as "Annexure - B" and forms part of this Annual
Report.

The Nomination and Remuneration Policy of your Company can

be viewed at the following link:https:/www.ir.ambergroupindia.
com/wp-content/uploads/2026/01/Nomination-and-
Remuneration-Policy.pdf

There has been no change in the said Policy during the Financial
Year under review.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES

As on 31^st March 2026, the total number of permanent
employees on the records of your Company were 1,960 (on
a standalone basis). Your directors place on records their
appreciation for the significant contribution made by all the
employees, who through their competence, dedication, hard
work, co-operation and support have enabled the Company to
cross new milestones on a continual basis.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The details of remuneration of Directors, the Chief Financial
Officer and the Company Secretary, along with other prescribed
particulars as required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are annexed as "Annexure
- B" and forms part of this Annual Report.

The statement containing particulars of employees as required
under Rule 5(2) and Rule 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is
available for inspection at the Registered Office of the Company
during business hours on all working days up to the date of the
36^th AGM.

In terms of the second proviso to Rule 5(2) of the said Rules read
with Section 136(1) of the Act, the Annual Report and financial

statements are being dispatched to the members excluding the
aforesaid statement. Any member interested in obtaining a copy
of the said statement may write to the Company Secretary, and
the same will be furnished promptly upon such request.

EMPLOYEE STOCK OPTION PLAN (“ESOPs") - EMPOWERING
TALENT THROUGH OWNERSHIP

Pursuant to Section 62(1)(b) of the Act read with Rule 12 of
the Companies (Share Capital and Debentures) Rules, 2014
and the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ("SEBI (SBEB & SE) Regulations"),
the Company operates the "Amber Enterprises India Limited
- Employee Stock Option Plan 2017" ("ESOP 2017"). The Plan
is designed to attract, retain, motivate and empower eligible
employees of the Company and its subsidiaries by aligning their
interests with those of the Company and its shareholders.

Objectives of ESOP 2017

The primary objectives of the ESOP 2017 are to :

•    Motivate and retain high performing talent;

•    Enable employees to participate in the Company's long
term growth and success; and

•    Strengthen employee engagement by aligning their
interests with those of the Company and its shareholders.

Total Options Reserved: 10,10,800 (Ten Lakh Ten Thousand
Eight Hundred) options, as approved by the shareholders at
the Annual General Meeting held on 26^th September 2017 and
ratified by shareholders on 23^rd December 2020 via Postal
Ballot .

Grants under ESOP 2017

No fresh grants were made under ESOP 2017 during the
Financial Year 2025-26. The historical grants under the Plan
are as follows :

19^th April 2021: The Board, on the recommendation of the
Nomination and Remuneration Committee ("NRC"), approved
the grant of 2,20,000 stock options to eligible employees of the
Company at an exercise price of ' 2,400 per option.

13^th May 2022: The Board, on the recommendation of the
NRC, approved an additional grant of 2,50,000 stock options
to eligible employees of the Company and its subsidiaries. The
exercise price was determined at a discount of ' 500 to the
closing price on the recognised stock exchange with the highest
trading volume on 13^th May 2022, resulting in an exercise price
of ' 2,879.45 per option.

Allotment of Shares under ESOP 2017 during the Financial
Year 2025-26

During the Financial Year 2025-26, the Company allotted
equity shares to employees who exercised their vested stock

options under the ESOP 2017. The details of allotments are as
follows:

The above allotments have resulted in a corresponding increase
in the paid-up equity share capital of the Company, the details

of which are set out in the section on “Change in Share Capital
Structure" in this Report.

In accordance with Regulation 14 of the SEBI (SBEB & SE)
Regulations, the prescribed disclosures pertaining to the ESOP
2017 for the Financial Year 2025-26 are provided in “Annexure
- C" which forms part of this Annual Report. Relevant details of
options granted, exercised and outstanding are also disclosed in
the Notes to the Standalone Financial Statements forming part
of this Annual Report.

Pursuant to Regulation 13 of the SEBI (SBEB & SE) Regulations,
your Company has obtained a certificate from Ms. Malavika
Bansal, Practising Company Secretary, M. No. F8231, COP No.
9159, Peer Review Certificate No. 5419/2024, confirming that
the ESOP 2017 has been implemented in accordance with the
SEBI (SBEB & SE) Regulations and the resolution(s) passed by
the shareholders.

This certificate would be placed/ made available at the ensuing
36^th AGM for inspection by the members, in accordance with the
circulars issued by the Ministry of Corporate Affairs and SEBI.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT
DIRECTORS

In compliance with the requirements of the SEBI LODR
Regulations, the Company has implemented a structured
Familiarisation Programme for Independent Directors. The
programme aims to familiarise them with their roles, rights, and
responsibilities as Directors, the working of the Company, the
nature of the industry in which it operates, and the Company's
business model, among other aspects.

The details of the Familiarisation Programme are provided
in the Corporate Governance Report and are also available
on the Company's website at the following link:https:/www.
ir.ambergroupindia.com/wp-content/uploads/2026/04/
Details-of-familiarization-programmes-imparted-to-
independent-directo'pdf.

DEPOSITS

During the Financial Year 2025-26, your Company has not
accepted any deposits from the public in accordance with the
provisions of Sections 73 and 76 of the Act, and the rules made
thereunder. Furthermore, there were no outstanding amounts
of principal or interest as on the close of the Financial Year 2025
- 26.

Additionally, there were no unclaimed or unpaid deposits lying
with the Company during the Financial Year.

TRANSFER OF AMOUNTS, IF ANY TO ANY RESERVE

Information regarding the amounts allocated to reserves can
be found in the Notes accompanying the financial statements
included in this Annual Report.

INVESTOR EDUCATION AND PROTECTION FUND

During the Financial Year 2025-26, the Company was not
obligated to transfer any funds to the Investor Education and
Protection Fund (IEPF).

FINANCIAL LIQUIDITY

On standalone basis, cash and cash equivalent as at 31^st March
2026 was ' 7,663.27 Lakh (previous year ' 16,969.76 Lakh).
The Company has a robust working capital management
system supported by a well-structured process that enables
continuous monitoring and control over key parameters such as
receivables, inventories, and other current assets and liabilities.
Given the nature of its business, the Company ensures financial
flexibility by maintaining access to committed credit facilities.

Liquidity is actively managed through rolling forecasts of cash
flows and regular monitoring of cash and cash equivalents,
taking into account expected inflows and outflows. The
Company also considers prevailing market liquidity conditions
in its operational planning.

As part of its liquidity management policy, the Company
projects cash flows across major currencies, assesses the
required level of liquid assets to meet obligations, monitors
balance sheet liquidity ratios in line with internal benchmarks
and regulatory requirements, and maintains appropriate debt
financing arrangements.

Note: Cash and cash equivalents mentioned above includes
bank deposits with original maturity of less than 3 months.

RELATED PARTY TRANSACTIONS

During the Financial Year 2025-26, all contracts, arrangements,
and transactions entered into by the Company with related

parties, as defined under Section 2(76) read with Section 188 of
Act, were conducted in the ordinary course of business and on
an arm's length basis.

The Company did not enter into any contract, arrangement,
or transaction with related parties that would be considered
“material" in accordance with its Policy on Materiality of Related
Party Transactions (“RPT Policy"). Accordingly, no Form AOC-2
is annexed to this Report, pursuant to Section 134(3)(h) of the
Act read with Rule 8(2) of the Companies (Accounts) Rules,
2014. As no transaction was considered “material" within the
meaning of the RPT Policy and Regulation 23 of the SEBI LODR
Regulations, no prior approval of the shareholders was required
for any related party transaction during Financial Year 2025-26.

In compliance with the Act and the SEBI LODR Regulations,
the Company has adopted a Policy on Materiality of Related

Party Transactions, which is available on the Company's
website at:https:/www. ir.ambergroupindia.com/wp-content/
uploads/2026/02/Related-Partv-Transaction-RPT-Policv.
pdf.

During the Financial Year 2025-26, based on the
recommendation of the Audit Committee, the Board approved
amendments to the Related Party Transactions (RPT) Policy
at its meeting held on 9^th February 2026, to incorporate the
requisite amendments relating to Related Party Transactions
under the applicable provisions of the SEBI LODR Regulations.

All related party transactions and subsequent modifications are
placed before the Audit Committee for its review and approval

prior to being entered into. For transactions that are anticipated
and repetitive in nature, prior approval was duly obtained from
the Audit Committee in accordance with Regulation 23(2) of the

SEBI LODR Regulations.

Significant related party transactions undertaken by the
subsidiaries, where the listed entity is not a party, are also
placed before the Audit Committee of the Company. For this
purpose, a transaction is treated as “significant" where its value
individually or cumulatively during the Financial Year exceeds
10% of the subsidiary's annual standalone turnover as per its
last audited financial statements, in terms of Regulation 23 of
the SEBI LODR Regulations.

All related party transactions of the Company and its
subsidiaries are disclosed to the Audit Committee and the
Board on a quarterly basis in accordance with Regulation 23(3)
of the SEBI LODR Regulations.

For further details, please refer to the Notes to the Financial
Statements forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

In accordance with Section 186 of the Act, the particulars of
loans, guarantees provided, and investments made during the
Financial Year 2025 - 26 forms part of the Notes to the Financial
Statements included in this Annual Report.

All loans, guarantees, securities, and investments were made
in furtherance of the Company's business objectives and are
aligned with its strategic and operational requirements.

AUDITORS & AUDITORS' REPORT

REPORTING OF FRAUD BY AUDITORS

There have been no instances of fraud reported by the
Statutory Auditors, Internal Auditors, Secretarial Auditors and
Cost 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

Your Company has established a comprehensive internal control
system tailored to the size, nature, scale, and complexity of its
operations. This system is designed to ensure the safeguarding
of assets, accurate financial reporting, and compliance with
applicable laws and regulations.

Key Features of the Internal Control System :

•    Independent Internal Audit Function: The Company has
an independent internal audit team that operates in line
with best in class governance practices. This team reviews
and reports to the Audit Committee about compliance
with internal controls, the efficiency and effectiveness of
operations, and key process risks.

•    Audit Committee Oversight: The Audit Committee
periodically reviews internal audit plans, significant audit
findings, and the adequacy of internal controls. This
ensures that issues, if any are promptly addressed and the
internal control system remains effective.

•    Control Self-Assurance: Systematic self certification of
adherence to key internal controls by process owners and
monitors helps in maintaining accountability and ensuring
that controls are operating as intended.

•    Information Security Measures: The Company adheres
to a comprehensive information security policy and
continuously upgrades its IT systems to strengthen
automated controls, thereby mitigating risks associated
with data breaches and cyber threats.

•    Management's Control Testing Initiative: The internal
controls were tested as part of the Management's control
testing initiative, providing assurance regarding the
reliability of financial and other records.

The statutory auditors, S.R. Batliboi & Co. LLP, have issued an
unqualified opinion on the Company's internal financial controls.
They have stated that, in their opinion, the Company has, in all

material respects, adequate internal financial controls with
reference to the standalone financial statements, and such
internal financial controls were operating effectively as of 31^st
March 2026.

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 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 2025-26.

RISK MANAGEMENT POLICY / FRAMEWORK

Your Company has established a robust risk management
framework designed to proactively identify, assess, and mitigate
a diverse set of risks. This framework takes into account
both external and internal threats, enabling the formulation of
efficient and responsive strategies to safeguard operations and
ensure business continuity.

The process of risk identification, analysis, mitigation, and
monitoring is conducted periodically by the Management Team,
and is overseen by the Risk Management Committee of the
Board. This ensures that risk management remains an integral
part of strategic decision making and operational execution.

The Risk Management Committee continues to play a pivotal

role in guiding the Management Team in the implementation
and enhancement of the Company's risk management practices.
The Committee operates under a comprehensive framework
that aligns with regulatory requirements and industry best
practices.

As of the date of this Report, the Risk Management Committee
of the Board comprises the following members:

1.    Ms. Sabina Moti Bhavnani, Chairperson

2.    Mr. Sachin Gupta, Member

3.    Mr. Daljit Singh, Member

The details of the Risk Management Committee as of 31^st March
2026 along with its charter, scope and terms & conditions 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.ir.ambergroupindia.com/wp-
content/uploads/2026/08/Risk-Management-Policv.pdf.

The Risk Management Committee plays a central role in
identifying, evaluating, and assessing risks across the Company.
It systematically analyses the exposure to various risks and
accordingly prepares and oversees the execution of appropriate
mitigation plans.

To ensure focused and effective risk oversight, the Risk
Management Committee has established Risk Management

Units within the Company. These units maintain individual risk
profiles, which are continuously monitored. The severity of each
risk is tracked on a regular basis, enabling timely intervention
and response.

The Risk Management Committee has also
implemented comprehensive risk management systems that
facilitate independent assessment of the effectiveness of
mitigation actions. These systems are designed to ensure
transparency, accountability, and responsiveness in managing
risks.

The effectiveness of the risk management framework is
reviewed by the Risk Management Committee on a need
basis and at least annually, ensuring that the Company remains
agile and resilient in the face of evolving risk landscapes.

In addition to developing a robust Business Continuity Plan, your
Company has proactively identified and addressed several critical
risk areas that could potentially impact operations, financial
performance, and strategic objectives. The Management Team,
under the guidance of the Risk Management Committee, has
formulated targeted mitigation plans to manage these risks
effectively.

The Company remains committed to continuously evolving its
risk management practices to stay ahead of emerging threats
and ensure long term sustainability. These efforts reflect a
proactive and structured approach to safeguarding stakeholder
interests and maintaining operational excellence.

Information Technology & Cybersecurity

In today's digital landscape, addressing IT related concerns such
as cyber threats and data vulnerabilities is critical to maintaining
operational integrity and stakeholder trust. Your Company has
implemented a robust IT infrastructure fortified with advanced
security protocols and firewalls to mitigate potential risks and
ensure data protection.

To safeguard user privacy and maintain data security, the
Company has adopted the following measures:

•    Network Firewalls: Deployed across the organisation to
prevent unauthorised access and monitor incoming and
outgoing traffic.

•    Antivirus Protection: Installed on all systems to defend
against viruses, malware, adware, worms, and Trojans.

•    Strong Password Policy: Enforced across all user
accounts to prevent unauthorised access and enhance
account security.

•    Automated Backups: Scheduled regularly for critical users
to ensure data recovery and business continuity.

•    User Awareness & Education: Periodic dissemination
of the Company's Security Policy and email awareness
campaigns to educate users on best practices and
potential threats.

• Restricted Use of External Drives: External storage
devices are blocked to prevent data leakage and
unauthorised data transfers.

These initiatives reflect the Company's commitment to
maintaining a secure digital environment and protecting
sensitive information from evolving cyber threats.

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 Report,
which forms part of this Annual Report and 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 forming part 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 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 the 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 well-being
of the community. Your Company's CSR initiatives exhibit the
Company's commitment in creating empowered citizens and
enhancing the lives of those in need, leading to a more safe and
sustainable future.

Your Company has an ongoing vibrant CSR programme, of
which some of the notable ongoing investments is promoting
education, preventing & promoting health care, woman
empowerment programmes, 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.

UPDATE ON CSR PROGRAM - FINANCIAL YEAR 2025 - 26

During the Financial Year 2025-26, your Company incurred a
total CSR expenditure of ' 816.29 Lakh, made in accordance
with the CSR Annual Action Plan as approved by the CSR
Committee and the Board of Directors.

The mandatory CSR obligation of the Company for Financial
Year 2025-26, being 2% of the average net profit of the three
immediately preceding financial years in terms of Section 135(5)
of the Act, stood at ' 269.91 Lakh. The Company carried forward
an opening balance of ' 825.96 Lakh, representing cumulative
excess CSR spending from prior years. Since this opening
balance exceeded the current year's statutory obligation, the
mandatory spending requirement for Financial Year 2025¬
26 stood at NIL after adjustment. Notwithstanding this, the
Company continued to invest in meaningful CSR activities
during the Financial Year, resulting in a cumulative carry forward
credit balance of ' 1,372.34 Lakh as on 31^st March 2026.

The CSR initiatives during the Financial Year were concentrated
across the broad themes of promotion of education and school
infrastructure development, vocational skills and livelihood
development, healthcare and preventive healthcare and
sanitation, conservation of natural resources and environmental
sustainability, promotion of traditional arts and handicrafts, and
disaster management. These initiatives reflect the Company's
enduring commitment to inclusive social development and
community well-being.

Your Company has a duly constituted CSR Committee
responsible for fulfilling the CSR objectives of the Company. The
composition of the CSR Committee is set out in the “Committees
of the Board" section of the Corporate Governance Report
forming part of this Annual Report.

The Board of Directors has adopted a CSR Policy in line with the
provisions of the Act. The CSR Policy, outlining the Company's
approach and commitment to social responsibility, is accessible
on the Company's website athttps/www.ir.ambergroupindia.
com/wp-content/uploads/2026/04/Amber-Corporate-Social-
Responsibilitv-Policv.pdf. No revision was made to the CSR
Policy during the Financial Year 2025-26.

The CSR Committee confirms that the implementation and

monitoring of the CSR Policy was undertaken in compliance
with the CSR objectives and policy of the Company.

The Annual Report on CSR activities undertaken during the
Financial Year 2025-26, in accordance with Section 135 of the
Act and the Companies (Corporate Social Responsibility Policy)
Rules, 2014, is set out in "Annexure - E" forming part of this
Report.

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

Your Company is committed to providing a safe, secure, and
inclusive workplace environment and has in place a Policy
on Prevention of Sexual Harassment (“POSH Policy") in line
with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
(“POSH Act"). The Company maintains a zero tolerance policy
towards sexual harassment.

During the Financial Year 2025-26, your directors noted
key regulatory developments, including the relaunch of the
Sexual Harassment Electronic Box (“SHe-Box"), enhanced
compliance requirements, organisations employing 10 (Ten)
or more employees are required to designate a Nodal Officer
for coordination and compliance through the SHe-Box portal.
Accordingly, your Company has designated a Nodal Officer to
act as a single point of contact for ensuring compliance with
SHe-Box requirements, including registration, monitoring, and
reporting.

In light of evolving regulatory expectations and to further
strengthen governance practices, the Board of Directors of the
Company approved the adoption of a revised and centralised
POSH Policy on 9^th February 2026, applicable across the Amber
Group, aimed at ensuring uniform standards, streamlined
processes, and enhanced oversight.

Further, the Internal Committee (“IC") was reconstituted in
accordance with the provisions of the POSH Act. A Group-
level framework has been implemented, with designated
representatives at various locations to facilitate effective
implementation and monitoring of POSH compliance.

Key Features of the POSH Policy:

•    Zero Tolerance & Compliance: The Policy ensures a zero
tolerance approach to sexual harassment and is aligned
with the POSH Act, 2013.

•    Comprehensive Coverage: Applicable to all employees
across the Company, subsidiaries, and joint ventures,
covering workplace, offsite locations, and virtual
environments.

•    Robust Governance Mechanism: Establishment of
Internal Committees (ICs) with defined composition and
a centralised framework across locations for effective
redressal of complaints related to sexual harassment.

•    Structured Complaint Redressal: Defined procedures and

timelines for complaint handling, including conciliation,

inquiry, interim relief, and disciplinary actions.

•    SHe-Box Integration & Safeguards: Provision for SHe-
Box reporting, appointment of Nodal Officers, along with
strict confidentiality and non-retaliation measures.

Further, to foster a respectful work environment, your Company
has developed a POSH Awareness Module. This module
simplifies legal terminology, educates employees on their rights
and obligations, and provides practical scenarios to enhance
understanding. The Company also conducts online training
sessions via the WorkSafe Plus platform on the Rainmaker
Web Portal and organises periodic workshops to sensitise
employees and staff.

The Company has complied with the provisions relating
to the constitution of the Internal Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the Financial Year
2025-26, the Company has also complied with all other
applicable provisions of the POSH Act and the rules framed
thereunder.

The details of complaints received and disposed of during the
Financial Year 2025-26 are as follows:

(a)    Number of complaints of sexual harassment received
during the Financial Year : Nil

(b)    Number of complaints disposed of during the Financial
Year : Not Applicable

(c)    Number of cases pending for more than ninety days: Nil

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company is unwavering in its commitment to the highest
standards of ethical, moral, and legal business conduct. In
alignment with this commitment, the Board of Directors has
established a comprehensive Vigil Mechanism / Whistle Blower
Policy. This policy provides a robust framework for Directors
and Employees to report genuine concerns, grievances, and
instances of unethical behavior, actual or suspected fraud, or
violations of the Company's Code of Conduct or Ethics Policy.
Key Features of the Policy:

•    Safeguards Against Victimisation: The policy ensures
adequate protection against any form of retaliation for
individuals who utilise this mechanism in good faith.

•    Direct Access to Audit Committee: It facilitates direct

communication with the Chairman of the Audit Committee,

ensuring that concerns are addressed promptly and
effectively.

•    Encouraging Ethical Reporting: The primary objective
is to provide a platform for Directors and Employees to
raise concerns regarding any irregularity, misconduct,
or unethical dealings within the Company that could
adversely affect the organisation.

Access to the Policy:

The Vigil Mechanism / Whistle Blower Policy, as approved
by the Board, is publicly available on the Company's official

website. It can be accessed at the following link:https:/www.
ir.ambergroupindia.com/wp-content/uploads/2025/06/
WhistleBlower-Policv.pdf.

Additional Ethical Policies:

To further reinforce ethical conduct across all levels, the
Company has implemented the following policies, which are
also accessible on the website:

•    Code of Conduct for Directors and Senior Management

Personnel: This code outlines the standards of behaviour
expected from the Company's leadership and same
is available on the website of the Company under
the weblink:    https:/www.ir.ambergroupindia.com/

wp-content/uploads/2025/04/Code-of-Conduct-for-
Directors-and-Senior-Management-Personnel.pdf.

•    Ethics Policy: This policy applies to all associates,

including directors, key managerial personnel, employees,
agents, representatives, vendors, contractors, and
business partners, ensuring adherence to the highest
ethical standards and business practices. The policy
ensures highest ethical standards and business practices
and zero tolerance towards 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.ir.ambergroupindia.com/wp-content/

uploads/2025/03/1.-Ehics-policy.pdf.

•    Anti-Bribery and Anti-Corruption Policy: Emphasizing

the Company's zero tolerance approach to bribery
and corruption, this policy guides employees to act
professionally, fairly, and with utmost integrity. The policy
is available on the website of the Company under the web
link:    https:/www.ir.ambergroupindia.com/wp-content/

uploads/2025/03/9.-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.

Reporting and Oversight:

During the Financial Year 2025 - 26, no personnel of the
Company have been denied access to the Audit Committee for
reporting concerns, if any.

Further, no complaints were received under the Whistle Blower
Policy during the said Financial Year.

This reflects the Company's proactive approach in fostering an
environment where ethical concerns are addressed promptly,
and employees feel secure in reporting issues without fear of
retaliation.

Your Company remains steadfast in promoting a culture of
transparency, integrity, and accountability, ensuring that all
stakeholders uphold the highest ethical standards in their
professional conduct.

INSIDER TRADING CODE

In adherence to the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 ("SEBI PIT
Regulations"), your Company has updated its Code of Conduct
for regulating, monitoring, and reporting trading activities by
Designated Persons. These revisions align with the recent
amendments introduced by SEBI to enhance transparency and
prevent insider trading.

Key Components of the Updated Code:

•    Guidelines for Designated Persons: The Code provides
clear procedures for Designated Persons regarding the
handling of Unpublished Price Sensitive Information
("UPSI"), pre-clearance of trades, and the reporting of
transactions.

•    Prohibition of Insider Trading: It strictly prohibits
Designated Persons from trading in the Company's
securities based on UPSI, in line with the SEBI PIT
Regulations.

•    Fair Disclosure Practices: The Company has established
a Code of Fair Disclosure to ensure timely and transparent
dissemination of UPSI, safeguarding the interests of all
stakeholders.

•    Legitimate Purpose Determination: A policy for
determining legitimate purposes for sharing UPSI has
been implemented, ensuring that such information is
disclosed only when necessary and appropriate.

•    Internal Controls and Procedures: Robust internal
controls and standardised processes have been instituted
to ensure compliance with the SEBI PIT Regulations and to
prevent insider trading activities.

•    Structured Digital Database: The Company maintains a
"Structured Digital Database" containing relevant details
of Designated Persons and Connected Persons. This
database monitors the flow of information and internal
and external communications concerning UPSI, ensuring
compliance and preventing misuse.

These measures reflect Company's commitment to upholding
the highest standards of corporate governance and ethical
conduct, fostering a transparent and compliant trading
environment.

The Board of Directors have adopted a Code of Conduct for
Insider Trading and fair disclosure of Unpublished Price Sensitive
Information, in accordance with the SEBI PIT Regulations. The

same can be accessed at the website of the Company i.e.https:/
www.ir.ambergroupindia.com/wp-content/uploads/2026/03/
Code-of-conduct-for-insider-trading-and-fair-disclosure-of-
unpublised-price-sensitive-information 17052025.pdf.

During the Financial Year 2025 -26, the Board approved
amendment to the Code of Conduct for Insider Trading and Fair
Disclosure of Unpublished Price Sensitive Information at its
meeting held on 17^th May 2025. These changes were made to
incorporate the amendments to the SEBI PIT Regulations.

DISCLOSURE WITH RESPECT TO UNCLAIMED DIVIDEND
SUSPENSE ACCOUNT

In compliance with Schedule V(F) of the SEBI LODR Regulations,
we confirm that as of 31^st March 2026, there are no securities
lying in the Demat Unclaimed Dividend Suspense Account or

Unclaimed Dividend Suspense Account of the Company.

Accordingly, the disclosures required under the aforementioned
schedule are not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Regulation 34(2)(e) of the SEBI LODR
Regulations the Management Discussion and Analysis Report
for the Financial Year 2025 - 26 is presented in a separate
section, which forms part of this Annual Report. This section
provides a comprehensive overview of the industry structure,
economic developments, and the Company's financial and
operational performance. It also addresses the state of affairs
of the Company's business and highlights other material
developments during the Financial Year 2025-26.

KEY FINANCIAL RATIOS

The details of significant changes (i.e. change of 25% or more
as compared to the immediately previous Financial Year) in
key financial ratios, along with detailed explanation for the
Financial Year ended 31^st March 2026, form an integral part of
the Management Discussion and Analysis Report. These ratios
provide valuable insights into the Company's financial health
and performance.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Company's business responsibility framework is anchored
in the nine Principles of the National Guidelines on Responsible
Business Conduct ("NGRBC"), issued by the Ministry of
Corporate Affairs, Government of India, along with their
core elements. These Principles are embedded within the
Company's governance structure, social objectives, policies,
Code of Conduct and management systems, and are integrated
across its business processes.

In terms of Regulation 34(2)(f) of the SEBI LODR Regulations,
and in alignment with the Company's commitment to

transparency and responsible business practices, the Company
has prepared its Business Responsibility and Sustainability
Report ("BRSR") for the Financial Year 2025-26. The BRSR is
annexed as "Annexure - F" and form part of this Annual Report.

The BRSR Core disclosures have been subjected to Limited
Assurance by S R Batliboi & Co. LLP, Chartered Accountants
(Firm Registration No. 301003E/E300005). The Limited
Assurance Report is also annexed to the BRSR and forms part
of this Annual Report as "Annexure - G".

The BRSR Report is also available separately on the Company's
official website at https:Zwww.ir.ambergroupindia.com/
financial-information/#annual-reports.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

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
short-term, medium-term and long-term strategies to ensure
the sustainable growth of our organisation.

As a responsible corporate your Company is releasing its Annual
Report encompassing ESG 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 places a strong emphasis on upholding the
highest standards of corporate governance, viewing it as
fundamental to effective strategy execution and long term
value creation. The Company has established a robust
governance framework that is transparent and aligned with
evolving regulatory expectations.

Code of Conduct

In line with SEBI LODR Regulations, the Company has adopted
a comprehensive Code of Conduct for its Board of Directors and
Senior Management Personnel. This Code outlines the ethical
standards and responsibilities expected from these individuals,
ensuring that their actions align with the Company's values
and legal obligations. The Code is publicly available on the

Company's websitehttps:/www.ir.ambergroupindia.com/wp-
content/uploads/2025/04/Code-of-Conduct-for-Directors-
and-Senior-Management-Personnel.pdf.

Corporate Governance Practices

The Company's corporate governance practices are built on
the principles of integrity, transparency, and accountability.
The Board of Directors has undergone substantial renewal
to enhance its composition, bringing in diverse expertise
in financial services, regulatory affairs, financial reporting,
business operations, and corporate governance. This evolution
aims to strengthen oversight and ensure effective governance
processes.

Vigil Mechanism / Whistle Blower Policy

To promote ethical conduct and address concerns regarding
misconduct or unethical behavior, the Company has
implemented a Vigil Mechanism / Whistle Blower Policy. This
policy provides a platform for Directors and employees to report
genuine concerns without fear of retaliation. It also ensures
direct access to the Chairman of the Audit Committee for
reporting serious issues.

Compliance and Certifications

Your Company ensures compliance with regulatory requirements
by obtaining certifications from external auditors These
certifications confirm the correctness of financial statements,
adequacy of internal control measures, and reporting of
matters to the Audit Committee, in accordance with SEBI LODR
Regulations. The certificates are annexed in the Annual Report
for transparency and shareholder assurance.

In terms of SEBI LODR Regulations, a separate section on
"Corporate Governance" with a compliance report on corporate
governance and a certificate from Ms. Malavika Bansal,
Practicing Company Secretary, Secretarial Auditor of the
Company regarding compliance of the conditions of Corporate
Governance, has been provided in this Annual Report and is
annexed as "Annexure - H".

A certificate of the Executive Chairman and Chief Executive
Officer and Chief Financial Officer 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 forming part of Corporate Governance
Report.

For more detailed information on corporate governance
practices and policies, stakeholders are encouraged to visit the
Company's official website at www.ambergroupindia.com.

LISTING ON STOCK EXCHANGES

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

(“NSE").

Your Company's ranking in terms of market Capitalisation as on
31^st December 2025 on both NSE and BSE is 295.

HUMAN RESOURCES DEVELOPMENT

As on 31^st March 2026, the Company had a total workforce
of 1,960 (Standalone) full-time employees. The Company
firmly believes that its people are its most valuable asset
and continues to invest significantly in talent development,
capability enhancement, and creating a future-ready workplace.

A strong people centric approach remains at the core of the
Company's strategy, enabling sustained growth, operational
excellence, and    a culture    of continuous    innovation.    The

Company's Human Resource practices are anchored on four
strategic pillars:

•    Fostering continuous learning and skill enhancement
across all levels

•    Building a    culture of    accountability,    ownership,    and

excellence

•    Developing    future leaders through    structured    and

measurable interventions

•    Enhancing    employee    engagement, satisfaction,    and

holistic well-being

1. Employee Engagement & Culture Initiatives

The Company continues to strengthen its workplace
culture through a well structured employee engagement
framework, supported by an annual engagement calendar
that is monitored and executed on a monthly basis across
all plant locations. These initiatives are designed to
promote inclusivity, collaboration, and a strong sense of
belonging across all levels of the organisation.

Festivals & Cultural Engagement

The Company organised a series of cultural and festive
celebrations during the Financial Year, fostering unity and
team spirit:

•    Republic Day — celebrated at the Group level under
the theme "Together We Excel" with teams from each
plant showcasing their strengths through creative
presentations and collaborative participation.

•    Independence Day — observed under the theme
"We Are Responsible," reinforcing values of national
pride, integrity, and collective ownership.

•    Diwali, Holi, Lohri and Pongal — celebrated with
festive activities, traditional sweets and cultural
exchanges, strengthening bonds across the
workforce.

•    Potluck — a team building activity encouraging

employees to share food, stories, and celebrate
cultural diversity.

•    Father's Day and Mother's Day — celebrated across
all plant locations with personalised gestures,
gifts, and appreciation moments honoring working
parents within the workforce.

•    Christmas / Gratitude Month — marked with a
Secret Santa activity, where employees exchanged
gifts and notes, fostering warmth and a culture of
appreciation.

•    Children's Day (CSR Initiative) — employees visited
underprivileged children, sharing gifts and creating
joyful moments as part of the Company's community
engagement.

Voice of Employee — Open Communication Forums

•    New Joiner's Connect — a structured 30 Days and
90 Days touchpoint programme ensuring seamless
onboarding, integration and early engagement of
new employees.

•    Diversity Connect — a dedicated forum for female
employees across departments to share experiences,
raise concerns, and contribute suggestions on
workplace improvement.

•    Skip Level meetings — structured interactions
enabling leadership to connect directly with
employees below the immediate reporting line.

Team Building & Offsites

The Supa unit hosted a leadership and team building
offsite on 20^th September 2025 with the purpose of
reconnecting, reflecting, and aligning on future goals.
The Leaders Connect at the Group's Sidwal unit brought
leaders and teams together under the spirit of "Let's Win
Together," featuring team building exercises that fostered
collaboration and collective energy.

2. Learning & Development

The Company continued to invest in structured Learning
& Development ("L&D") programmes during the
Financial Year 2025-26, aimed at strengthening leadership
capabilities, domain expertise and digital skills across the
workforce.

Key Programs Conducted during the Financial Year
2025-26

•    Dhyan / Meditation Session - A transformative
session introduced by Chairman Emeritus Shri Kartar
Singh Ji, equipping employees with techniques to
manage stress, remain focused, and maintain inner
balance, accompanied by the distribution of Dhyan
book (“Mystery of Life") authored by Shri Kartar
Singh Ji.

•    30 Days Weight Loss Challenge - A structured
wellness challenge encouraging mindful eating,
daily physical activity and consistent progress
tracking. The challenge was completed successfully
with named winners across weight loss categories,
celebrating employee commitment to health.

•    Health Check-up Camp - Organised across units
offering basic screenings, vital checks and doctor
consultations, promoting preventive healthcare
awareness.

•    Blood Donation Drives - Conducted across all plant
locations in September (aligned with the dengue-
prone season), reinforcing social responsibility and
compassion.

Safety & Compliance

•    Fire & Safety Mock Drill - Conducted at the Jhajjar
unit with active employee participation, covering
fire prevention, emergency response and workplace
safety protocols.

•    POSH Awareness Sessions - Led by Dr. Aditi Kaushal
Bhardwaj at the Corporate Office and externally at the
Sriperumbudur unit; strong participation and positive
feedback. Separate specialised POSH training was
conducted for Internal Complaint Committee (“ICC")
members to reinforce workplace ethics, rights, and
complaint mechanisms.

Environment Initiatives

•    Plantation Drive (Environment Day) - Employees
across locations came together to plant saplings,
reinforcing the Company's commitment to
environmental sustainability.

•    Daughter's Birth Tree Initiative (Jhajjar-II) - A unique
initiative by the Jhajjar-II unit where a tree is planted
on the occasion of a daughter's birth to an employee,
symbolizing growth, love and environmental
responsibility.

4. Diversity & Inclusion

The Company is strongly committed to fostering an
inclusive and diverse workforce, with particular focus on
gender diversity and equal opportunity across all levels.

Pink Line Initiative — Women-Led Manufacturing
(Pune)

One of the most significant Diversity & Inclusion
milestones of the year was the launch of the “Pink Line"
at the Company's Pune manufacturing facility on the
occasion of International Women's Day 2026. The Pink

Line is an exclusive production line managed entirely by
women employees from supervisors to operators marking
a bold step toward gender inclusivity in manufacturing.
This initiative breaks workplace stereotypes, creates
structured opportunities for women in shop floor roles,
and signals the Company's commitment to building a
more diverse and dynamic workforce.

Other D&I Initiatives

•    Women's Day Celebration - Celebrated across

all locations with meaningful interactions and
appreciation of women employees' leadership and
contributions.

•    Mother's Day - Celebrated with personalised
gestures and events honoring working mothers
across all plants.

•    Diversity Connect - A dedicated communication
forum for female employees to share experiences,
raise hygiene and safety concerns, and contribute
suggestions in a safe and supportive environment.

•    Flexible and supportive workforce policies -

To promote women's participation and career
continuity.

5. Rewards & Recognition

The Company actively recognises and celebrates
employee contributions through a value driven recognition
ecosystem. At Amber, no contribution is considered too
small every effort is acknowledged, appreciated, and
celebrated.

•    Amber Work Warriors Awards - A flagship

recognition programme honoring the top 10
employees who demonstrate exemplary teamwork,
dedication, and positive energy. The programme
is nominated and validated by peers, reinforcing a
culture of peer recognition.

•    Best Buddy Month - A dedicated month celebrating
colleagues who consistently support, collaborate,

and uplift one another, embodying Amber's values of
trust and teamwork.

•    AC Division - Highest FG Production & Sale in
Financial Year - All units of the AC Division were
celebrated for achieving the milestone of the highest
Finished Goods unit production and highest sale in
the Financial Year, with management interaction for
appreciation and future target setting.

•    Secret Santa / Gratitude Month - A joyful expression
of gratitude and appreciation exchanged across
teams during the festive season.

6.    Performance Culture & Employee Motivation

The Company has built a performance driven culture where
continuous tracking, accountability, and recognition are
key pillars. Key elements of the performance management
framework include:

•    Monthly performance monitoring with leadership
driven goal alignment.

•    Continuous feedback mechanisms at all levels.

•    Leadership workshops including the Strategic
Thinking programme (covering SWOT, PESTLE, OKR
frameworks) and the AI training for leaders, ensuring
strategic and future ready decision making.

•    Amber Buddy Programme - Structured peer

support for new employees during onboarding,
complemented by the 30 Days and 90 Days New
Joiner Connect programme for sustained integration.
Quiz Competition - "How Much Do You Know About
Amber?"

An organisation wide quiz competition was conducted
to deepen employees' knowledge of Amber's history,
values, and milestones fostering pride, belonging, and an
engaged, informed workforce.

7.    Community & CSR Engagement

As part of its broader people and community philosophy,
the Company extends its care beyond the workplace:

•    CSR Donation Drive on the Occasion of Diwali - All

plant locations organised CSR donation drives in
October, contributing essentials and gifts to old age
homes and orphanages, spreading the festival spirit

to those in need.

•    Children's Day Celebrations - Employees visited
underprivileged children with gifts, cakes and joyful
activities, reflecting the Company's commitment to
community well-being.

The Company's Human Resource strategy continues
to focus on building a high-performing, inclusive, and
engaged workforce. Through sustained investment
in people, strong cultural values, and progressive HR
practices anchored in the Company's vision of being the
First Choice of Customer, the Company is well-positioned
for long term growth and organisational excellence.

INDUSTRIAL RELATIONS

The Company maintained harmonious and cordial industrial
relations throughout the Financial Year. This has been achieved
through:

•    Transparent communication practices

•    Strong employee-management relationships

•    A culture of mutual respect and collaboration

INVESTOR RELATIONS ENGAGEMENT

Your Company continues to uphold its commitment to excellence

in Investor Relations (IR) by engaging proactively with both
domestic and international investors through a structured and
transparent approach. Engagement activities include:

•    Periodic one-on-one and group meetings with investors
and analysts;

•    Participation in domestic and global investor conferences;

•    Quarterly earnings calls;

•    The Annual Analyst Meet, featuring interactions with the

Executive Chairman & Chief Executive Officer, Whole Time
Director, Managing Director, Executive Directors, Chief
Financial Officer and Investor Relation Head.

In addition to earnings calls and event specific communications,
your Company engaged with a wide range of Indian and
international investors and analysts throughout the Financial

Year. These interactions foster deeper understanding and trust,
while also reflecting the Company's commitment to adopting
emerging best practices in Investor Relations.

Your Company firmly believes in building long term relationships
based on mutual respect and transparency, consistently leading
from the front in IR practices.

To ensure equitable access to key corporate information,
all material disclosures, financial updates, and investor
communications are promptly uploaded and made available on

the Company's website at www.ambergroupindia.com.

ANNUAL RETURN

In terms of Sections 92(3) and 134(3)(a) of the Act, the draft copy
of the annual return for the Financial Year 2025 - 26 is available
under the “Investors relations" section of the Company's
website, and can be viewed at the following link: https:/
www.ir.ambergroupindia.com/financial-information/#annual-
reports.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial Year 2025-26, 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 the
Act read with Rule 8 of Companies (Accounts) Rules, 2014,
is annexed as "Annexure - I" and it form part of this Annual
Report.

STATUTORY DISCLOSURE

Your Directors state that during the Financial Year

2025-26, since there were no transactions/events with respect

to the items as mentioned herein below, hence no disclosure or
reporting is required in respect of the same :

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

2.    Issue of shares (including sweat equity shares)    to

employees of your Company under any scheme, save and
except ESOS/ESOP 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    the

Regulators or Courts or Tribunals which impact the going
concern status and Company's operations in future.

5.    No application was filed for corporate insolvency
resolution process under “The Insolvency and Bankruptcy

Code, 2016", by a financial or operational creditor or by
your Company itself during the Financial Year 2025-26.

6.    No instance of a one time settlement with any Bank or
Financial Institution.

DIRECTORS RESPONSIBILITY STATEMENT

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

(a)    in the preparation of the annual accounts for the Financial
Year ended 31^st March 2026, the applicable accounting
standards have been followed along with proper
explanation relating to material departures;

(b)    the Directors have selected such accounting policies

and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a

true and fair view of the state of affairs of the Company 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, 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^st March 2026, on a going concern
basis;

(e)    the Directors laid down internal financial controls to be
followed by the Company 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.

GREEN INITIATIVE AND ELECTRONIC COMMUNICATION TO
SHAREHOLDERS

In support of environmental sustainability, your Company has
implemented the “Green Initiative", facilitating the electronic
delivery of notices, documents, and annual reports to
shareholders.

Electronic copies of the Annual Report for the Financial Year
2025 - 26 and the Notice of the 36^th AGM are being sent to
all members whose e-mail addresses are registered with the
Company or their respective Depository Participant(s) as on the
record date, Friday, 21^st August 2026.

Members who have not yet registered their e-mail addresses
are requested to update their e-mail IDs with Company/their
respective Depository Participant(s)/RTA of the Company at the
earliest, to support this eco- friendly initiative.

E-VOTING FACILITY

Pursuant to the provisions of Section 108 of the Act, and the
rules framed thereunder, the Company is providing e-Voting
facility to all its members to enable them to cast their votes
electronically on the resolutions set forth in the Notice of the
36^th AGM.

The e-Voting period will commence at 9:00 A.M. (1ST) on

Sunday, 13^th September 2026, and will conclude at 5:00 PM
(IST) on Tuesday, 15^th September 2026. Detailed instructions for
e-Voting are provided in the Notice of the 36^th AGM.

AVAILABILITY OF SUBSIDIARY FINANCIAL STATEMENTS

In alignment with the principles of the Green Initiative, and
with a view to reducing paper consumption, the Company has
decided to discontinue the practice of printing the financial
statements of its subsidiary(ies) as part of the Annual Report.

However, the audited financial statements of the subsidiary
companies, along with the respective Auditors' Reports,
are available for download on the Company's website at
https://www.ir.ambergroupindia.com/financial-
information/#annual-reports.

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 is not
applicable.

CAUTIONARY STATEMENT

The Board's Report and Management Discussion & Analysis
Report may include certain statements that are forward¬
looking in nature, reflecting the Company's current expectations,
objectives, projections, or forecasts, as defined under applicable

securities laws and regulations. These statements are based on
certain assumptions and are subject to known and unknown
risks, uncertainties, and other factors that may cause actual
results, performance, or achievements to differ materially from
those expressed or implied.

The Company undertakes no obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events, or otherwise.

Key factors that may impact the Company's operations include,
but are not limited to, economic developments, demand-supply

dynamics and pricing in domestic and international markets,
changes in government regulations and tax laws, ongoing or
potential litigation, industrial relations issues, and geopolitical
developments and related uncertainties.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company affirms its full compliance with the provisions
of the Maternity Benefit Act, 1961. We are committed to
supporting the health, well-being, and rights of our women
employees during maternity by providing all statutory benefits
and protections as mandated under the Act.

The Company has systems in place to monitor compliance
and ensure that all eligible women employees receive their
entitlements in a timely and respectful manner.

AWARDS AND RECOGNITION

During the Financial Year 2025-26, multiple sites within the
AC Division were recognised and awarded for their exemplary
achievements across key pillars of industrial innovation and
operational excellence.

These accolades underscore the Division's commitment to
driving continuous improvement through the following strategic
focus areas:

Innovation in Energy Efficiency: Awarded sites implemented
advanced energy saving technologies and best practices,
significantly reducing energy consumption and supporting
broader sustainability goals.

Low Cost Automation (“LCA"): Cost effective and creative
automation solutions were deployed to enhance productivity,
minimise manual intervention, and improve process reliability
without significant capital investment.

Digitalisation, Robotics and Automation (“DRA"): Recognised
sites adopted digital tools, robotics, and intelligent automation
systems to streamline operations, boost product quality, and
enable data-driven decision making.

Integrated Manufacturing Excellence: Through a holistic
approach, these sites demonstrated outstanding performance
in quality, operational efficiency, and continuous improvement.

These recognitions reinforce the AC Division's commitment to
innovation led growth and its ability to navigate and excel in a

dynamic industrial environment.

ACKNOWLEDGEMENT

Your Company continues to foster a strong organisational
culture built on the principles of professionalism, integrity, and
commitment to continuous improvement across all its functions.

Your Board of Directors places on record its sincere appreciation
for the continued trust and confidence reposed by the
shareholders and investors over the years. Your unwavering
support remains a cornerstone of the Company's sustained
growth and success.

Your Directors also express their gratitude to various
government and regulatory authorities, banks and financial
institutions, business partners, stock exchanges, and all other
stakeholders, including customers, suppliers, and associates,
for their valuable guidance, cooperation, and continued
support.

The Board acknowledges and deeply appreciates the dedication,
commitment, and hard work of the Company's employees at
all levels, whose efforts have been instrumental in driving the
Company's consistent progress and achievements.

The Board remains committed to further strengthening the
Company and continuing its journey towards becoming a truly
world-class organisation across all dimensions.

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

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