BOARD OF DIRECTOR'S REPORT

To,

The Members,

AMBANI ORGANICS LIMITED

The Board of Directors of your Company take pleasure in presenting the standalone and consolidated reports on the operational and business performance, along with the audited financial statements for the financial year ended March 31, 2018.

KEY FINANCIALS:

The financial performance of the Company for the financial year ended March 31, 2018, is summarized below:

1. FINANCIAL HIGHLIGHTS

Standalone:

During the year under review, the sales and other income increased from Rs. 528,984,916/-to Rs. 655,814,834/- as compared to previous year. The Net Profit after tax stood at Rs. 16,765,810/- as against profit of Rs. 8,463,674/- in the previous year.

Consolidated:

During the year under review, the sales and other income decreased from Rs. 528,984,916/- to Rs. 655,814,834/- as compared to previous year. The Net profit after tax stood at Rs. 17,670,402/- as against Net loss of Rs. 8,142,653/- in the previous year.

2. CAPITAL STRUCTURE

The Authorized Share Capital of the Company is Rs. 40,000,000/- (Rupees Four Crores) divided into 4,000,000 (Forty Lakhs) Equity shares of Rs. 10/-

The paid up Equity Share Capital as at March 31, 2018 stood at Rs. 38,106,950/- (Rupees Three Crore Eighty One Lakhs Six Thousand Nine Fifty). During the year under review, your Company has not issued shares with differential voting rights nor as granted any stocks options or sweat equity.

3. DIVIDEND

In order to preserve funds for future business endeavours, your directors do not recommend dividend.

4. DEPOSIT

Your Company did not raise any public deposit during the year. There was no public outstanding as at the beginning or end of the year ended on 31st March, 2018

5. CHANGES IN NATURE OF BUSINESS

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

6. NAME OF THE COMPANIES, WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company has two Subsidiary Companies i.e. Omega Woven Mills Private Limited and Om Maruti Glasswool & Wirenetting Products Private Limited. However, the Company does not have any Joint Venture and Associate Company. The details relating to the same are given in "Annexure-A".

7. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

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

The Company on various activities also puts necessary internal control systems in place across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

8. RELATED PARTY TRANSACTIONS

All related party transactions entered into during F.Y 2017-18 were on an arm's length basis and in the ordinary course of business. Accordingly, the disclosure of related party transactions, as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable to the Company.

The details of the transactions with related parties are provided in the accompanying financial statements.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

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

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details relating to loans or guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 during the Financial Year 2017-18 forms part of the Financial Statement.

11. TRANSFER TO RESERVES

During the financial year 2017-18 under review, the Company does not propose to transfer any amount to General Reserve.

12. DIRECTORS

Retire by Rotation- Apponi Rakesh Shah

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Ms. Apooni Rakesh Shah, Director (DIN: 00503116) of the company is liable to retire by rotation in the 32nd Annual General Meeting and being eligible, he offer himself for re-appointment.

Change in Directors and Key Managerial Personnel

During the year, Mr. Sharad P Kothari is appointed on the Board as an Executive Director of the Company to look into the affairs of the Company on day to day basis.

Mr. Prakash Anna Mahanwar, Mr. Sanjay Natwarlal Mehta has been appointed as an Additional Director of the Company pursuant to the provision of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company who all holds office upto the date of this AGM and is eligible for appointment as a Director.

All three Directors have given their consent to continue as a director in the company. Accordingly, the Board recommends the resolution in relation to their appointment in this AGM for the approval shareholders of the Company.

13. KEY MANAGERIAL PERSONNEL

Pursuant to the Section 2(51) and provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel (KMP) of the Company as on 31st March, 2018 are as follows:

• Mr. Rakesh Hasmukhlal Shah (DIN: 00503074), Managing Director of the Company.

• Mr. Paresh Harsuklal Shah, Chief Financial Officer (CFO) of the Company appointed as on 02nd April, 2018

• Mr. Bhavesh Babulal Pandya, Chief Financial Officer (CFO) of the Company appointed as on 02nd April, 2018

• Ms. Honey Magia, Company Secretary & Compliance Officer of the Company.

a. Declaration by Independent Directors:

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Director in terms of Section 164 (2) of the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

At the time of appointment of an Independent Director, the Company issued a formal letter of appointment outlining his / her role, function, duties and responsibilities as a director. The formal letter of appointment is hosted on the website of the Company.

b. Familiarization programme for Independent Director:

The Company proactively keeps its Directors informed of the activities of the Company, its Management and operations and provides an overall industry perspective as well as issues being faced by the industry.

14. BOARD EVALUATION

In compliance with the provisions of the Companies Act, 2013 and other provisions, if any, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee and Shareholder's Grievance Committee.

15. MEETING OF BOARD OF DIRECTORS

A) Number of Board Meetings in the year (2017-18)

The Board met 9 times during the financial year 2017-18 on 18/05/2017, 27/07/2017, 12/10/2017, 05/12/2017, 20/12/2017, 17/01/2018, 06/03/2018,16/03/2018, 26/03/2018; the intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

B) Attendance of Directors at Board meetings held during the year:

• Mr. Sanjay Mehta and Mr. Prakash Mahanwar were appointed w.e.f. 02.04.2018 and Mr. Dilip Mehta was appointed w.e.f. 28.04.2018

16. COMMITTEES OF THE BOARD:

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

a. Audit Committee;

b. Nomination & Remuneration Committee;

c. Stakeholders Relationship Committee.

17. MEETING OF MEMBERS

During the year, 31st Annual General Meeting of the Company was held on 30th September, 2017 and one Extra Ordinary General Meeting was held 30th December, 2017.

18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Company was originally incorporated as a private company. Subsequently after its conversion from private to public company vide MCA Approval dated 7th March, 2018 the name of the company was changed to Ambani Organics Limited.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

(a) Conservation of energy

(b) Technology absorption

(c) Foreign Exchange earnings and outgo

Expenditure in Foreign Currency- Nil Earnings in Foreign Exchange- Rs. 87,554,370/-

20. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Sub- Section (3) of Section 92 of the Companies Act, 2013, is includes in this Report as "Annexure-B" and forms an integral part of this Report.

21. DIRECTORS' RESPONSIBILITY STATEMENT

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

(ii) That in the preparation of the annual financial statements for the year ended March 31l, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(iii) That such accounting policies, as mentioned in the Financial Statements as 'Significant Accounting Policies' have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

(iv) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

22. AUDITORS

Statutory Auditors

M/s Shambhu Gupta & Co., Chartered Accountants Statutory Auditors of the Company, having Firm Registration No. 007234C Statutory Auditors of the Company, were appointed for a term of Five years from the previous 31st Annual General Meeting of the Company, till the conclusion of the 5th consecutive Annual General Meeting of the Company, subject to ratification by the Members at every Annual General Meeting at a remuneration decided by the Board of Directors of the Company. Accordingly, the current term of appointment of M/s Shambhu Gupta & Co., Chartered Accountants, will expire on conclusion of 36th Annual General Meeting of the Company.

The Company has received consent letter and eligibility certificate under Sections 139 and 141 of the Act wherein M/s Shambhu Gupta & Co., Chartered Accountants have confirmed that their appointments, if made would be in accordance with the provisions of the Section 141 Companies Act, 2013 and that they are not disqualified from being re-appointment. As required under Regulation 33 of LODR Regulations they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Auditors Qualification:

The notes to the financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further explanations or comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

23. DISCLOSURE OF EMPLOYEES REMUNERATION

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs.60 Lacs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.60 Lacs during the financial year 2017-18.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the Section 135 of Companies Act, 2013 all companies having Net Worth of Rs. 500 cr or more, or Turnover of Rs. 1,000 core or more, or Net Profit of Rs. 5 core or more during any financial year required to constitute a Corporate Social Responsibility Committee of the Board of Directors comprising of three or more directors, at least one of whom should be an independent director and such Company shall spend at least 2% of the average net profits of the Company's three immediately preceding financial year.

Accordingly, the Company formed a CSR Committee. During the current financial year, the provisions of Section 135 of Companies Act, 2013 is not applicable to the Company, therefore; it is not required to pay 2% of the average net profits of the Company for the current Financial Year.

The Policy outlines the Company's philosophy as a responsible corporate citizen of India. It also lays down the guidelines and mechanism for undertaking socially useful programs for welfare and sustainable development of the community, in the local area and around areas of operations of the Company including other parts of the Country. CSR programs or projects to be undertaken by the Company in terms of the Policy, shall relate to one or more activities listed in Schedule VII of the Companies Act, 2013, at present or as may be amended from time to time. The Corporate Social Responsibility Policy is available on the website of the Company.

25. Listing of Shares:

The Board of Directors are in the process of implementing the Initial Public Offering (IPO) of Ambani Organics Limited on NSE EMERGE SME Platform.

26. GOODS & SERVICE TAX REGISTRATION

Goods & Service Tax ("GST"), which is a comprehensive indirect tax reform is introduced in India w.e.f. 1st July, 2017 and was applicable throughout India which replaced multiple cascading taxes levied by the Central and State Governments. Hence, your Company has also got registered under the same for trading of Paint & Paper Binder. GST registration number of the Company and primary address are as under:

27. Whistle Blower Policy/Vigil Mechanism

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

28. SEXUAL HARASSMENT

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

29. ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors Ambani Organics Limited

ANNEXURE TO DIRECTOR'S REPORT: ANNEXURE A

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Annexure B Form No. MGT-9

EXTRACT OF ANNUAL RETURN as on the financial year ended on 31st March, 2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

(ii) Shareholding of Promoters:

(in) Change in Promoters' Shareholding (Equity Share Capital Details) (please specify, if there is no change):

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

(v) Shareholding of Directors and Key Managerial Personnel:

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Executive Directors:

B. Remuneration to other directors:

I. Independent Directors:

II. Other Non-Executive Directors:-

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD:

• The Company Secretary was appointed w.e.f. 02.04.2018 VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES: N.A.

CEO/CFO CERTIFICATION

To,

The Board of Directors

Ambani Organics Limited

I, Paresh Harsuklal Shah, the Chief Financial Officer (CFO) of the Company do here by certify to the Board that:

1. We have reviewed financial statements and the cash flow statement for the year ending 31st March, 2018 and that to the best of their knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit any material factor contain statements that might be misleading;

(ii) These statements together present a true and fair view of the company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company's code of conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

4. We have indicated to the auditors and the Audit committee:

(i) Significant changes in internal control over financial reporting during the year;

(ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company's internal control system over financial reporting;

Ambani Organics Limited
Sd/-
Paresh Harsuklal Shah
Chief Financial Officer