Emmbi Industries Ltd Directors Report

[Disclosure under Section 134(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014]

To

The Members,

Emmbi Industries Limited ("the Company"/ "Emmbi")

Your Directors have pleasure in presenting the 32^nd Annual Report of your Company and the Audited Accounts for the year ended 31^st March, 2026.

Your Company has recorded yet another year of good performance, in its operations considering the global slowdown in the packaging industry, uncertainty of the European war and low economic operation in the South American subcontinent.

The highlights of the financial results for the period under review are set out below:

FINANCIAL RESULTS

(INR in Millions)

	Standalone		Consolidated
Particulars	Year ended 31st March, 2026	Year ended 31st March, 2025	Year ended 31st March, 2026	Year ended 31st March, 2025
Gross Sales	5,305.21	4,737.85	5,324.04	4,737.85
Less: Goods & Service Tax	(768.65)	(696.05)	(768.65)	(696.05)
Net Sales	4,536.56	4,041.80	4,555.39	4,041,80
Other income	3.34	2.12	2.94	1.98
Total revenue	4,539.90	4,043.91	4,558.32	4,043.77
Profit before Depreciation, Finance Cost, Exceptional item & Tax	437.98	387.89	436.15	384.12
Less: Depreciation	(121.78)	(117.72)	(121.78)	(117.72)
Profit before Finance Cost, Exceptional item & Tax	316.20	270.17	314.37	266.40
Less: Finance Costs	(189.23)	(180.39)	(189.65)	(180.41)
Profit before Exceptional Items & Tax	126.97	89.78	124.72	85.99
Less: Exceptional Items	(11.71)	-	(11.71)	-
Profit before tax	115.26	89.78	113.01	85.99
Less: Tax expenses	(34.15)	(23.70)	(34.15)	(23.70)
Profit after Tax	81.11	66.09	78.87	62.29
Opening Balance of retained earnings	1,312.03	1,251.70	1,308.24	1,251.70
Profit available for appropriation	81.11	66.09	78.87	62.29
Balance available for appropriation	1,393.14	1,317.79	1,387.11	1,314.00
Adjustment relating to fixed assets	-	-	-	-
Adjustments with other Equity	(8.24)	(0.45)	(8.24)	(0.45)
Less: Proposed Dividend / Paid	(5.32)	(4.89)	(5.32)	(4.89)
Less: Distribution tax on Dividend/TDS	(0.45)	(0.42)	(0.45)	(0.42)
Closing Balance of retained earnings	1,379.14	1,312.03	1,373.10	1,308.24

OPERATIONS

During the year under review, your Company has achieved Revenue from Operations and the Income aggregating to Rs. 4,536.56 million as against Rs. 4,041.80 million during the previous year. Profit after providing for taxes is Rs. 81.11 million as against Rs. 66.09 million during the previous year.

There is no change in the nature of business of the Company.

DIVIDEND

Your directors are pleased to recommend a dividend of Rs. 0.30 per equity share of the face value of Rs. 10/- each for the year ended on 31^st March, 2026 subject to approval of the Members of the Company at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of income tax at source.

TRANSFER TO RESERVES

The Board of Directors of your Company, has decided not to transfer any amount to the Reserves for the Year Under View.

EXPORTS

Values of Exports during the year under review were Rs. 3,416.01 million as against Rs. 2684.37 million. Exports in the current financial year contributed to 64.39 % in the gross sales. Company has expanded its presence in 70+ countries which has resulted healthy growth in limited impact on the territory of operation.

HUMAN RESOURCE DEVELOPMENT

The Companys management team remains committed to creating a positive, engaging and growth-oriented work environment for Emmbis enthusiastic and dedicated workforce. During the year, several new programmes and work practices were introduced to enhance the overall "experience of work" for employees. We continue to align the skills and capabilities of our existing workforce, along with the talent available in the market, with the organisations current and future business plans. This approach enables us to maximise the return on our human capital investments while building the capabilities required for sustainable and long-term success.

Our commitment to our workforce is also reflected in the blue colour of the Companys logo, symbolising the loyalty and trust we place in and receive from our blue-collar workforce. As part of our continued focus on capability building and self-development, we undertake relevant training programmes, workshops and seminars that address the evolving needs of our workforce while supporting the professional development of our senior management team.

QUALITY INITIATIVES

The integration of man and machine will be critical to achieving the accuracy, efficiency and skills required to build a successful and sustainable company in the coming years. The manufacturing sector is undergoing a significant transformation with the adoption of advanced technologies such as the Internet of Things (loT) and Machine Learning (ml). In line with these developments, Emmbi will continue to adopt and implement Industry 4.0 practices in the coming years. These initiatives will further strengthen our Lean Manufacturing practices, which have been pursued over the past several years with a focus on optimising processes and effectively leveraging our Human Capital.

We have successfully implemented Lean Enterprise Management, with the results reflected in the year-on-year improvement in defect-free production, higher productivity and improved profitability. Our continuous focus on technology, process efficiency and stringent quality standards has generated both tangible and intangible benefits, further strengthening the Emmbi brand and creating a strong foundation for sustainable and profitable growth.

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

There are no material changes or commitments, affecting the financial position of the Company, that have occurred between the end of the Financial Year ended 31 March 2026 and the date of this Report, which require disclosure pursuant to Section 134(3)(i) of the Act and the applicable provisions of the SEBI Listing Regulations.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 ("the Act"):

(i) that in the preparation of the annual accounts for the year ended March 31, 2026 the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2026 and of the profit of the Company for the year ended on that date;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) the directors, further state that they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively and

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Company has six directors (including one woman director) of which four are Non-Executive Directors. The Company has three Independent Directors.

There has been no change in the constitution of Board of Directors of the Company during the financial year 2025-26. Retirement by rotation

In accordance with the provisions of Section 152(6) of Act, Mrs. Rinku Makrand Appalwar (DIN: 00171976), Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers herself for re-appointment.

Key Managerial Personnel (KMP)

The following persons have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No.	Name of the Person	Designation
1	Mr. Makrand M. Appalwar	Chairman and Managing Director
2	Mrs. Rinku M. Appalwar	Executive Director and Chief Financial Officer
3	Mr. Rajesh Solanki*	Company Secretary and Compliance Officer
4	Mr. Mohit Dubey$	Company Secretary and Compliance Officer
5	Mr. Mahipal Singh Chouhan#	Company Secretary and Compliance Officer

*Mr. Rajesh Solanki ceased to function as the Company Secretary and Compliance Officer with effect from May 24, 2025.

$Mr. Mohit Dubey was appointed as the Company Secretary and Compliance Officer with effect from May 25,2025 and has tendered his resignation with effect from October 04, 2025.

# Mr. Mahipal Singh Chouhan is appointed as Company Secretary and Compliance Officer w.e.f. November 24, 2025. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence and that they are not aware of any circumstance or situation, which exist 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 as prescribed both under the Act and SEBI Listing Regulations. The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (IICA).

The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 1 (one) year from the date of inclusion of their names in the data bank, unless they meet the criteria specification for exemption. All independent directors have successfully completed the online proficiency self-assessment test administered by the IICA.

PERFORMANCE EVALUATION

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-executive Directors and Executive Directors. Pursuant to the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

The performance evaluation of the Non- Executive & Independent Directors is done by the Board annually. The performance evaluation of the Chairman & Managing Director, Chief Financial Officer and the Executive Director is carried out by the Independent Directors annually. The performance evaluation of the Board is done annually by

the entire Board. The Board of Directors expressed their satisfaction with the entire evaluation procedure. The NonExecutive & Independent Directors fulfilled the criteria of their independence from the management. Provided that in the evaluation, the directors who were subject to evaluation did not participate.

FAMILIARISATION PROGRAMME FOR DIRECTORS

The Members of the Board of the Company are afforded many opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Executive Directors and Senior Management provide an overview of the operations and familiarise the new Independent and Non-Executive Directors on matters related to the Companys values and commitments. They are also introduced to the organisation structure, constitution of various committees, board procedures, risk management strategies, etc.

Strategic Presentations are made to the Board where Directors get an opportunity to interact with Senior Management. Directors are also informed of the various developments in the Company through Press Releases, emails, etc.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has one wholly owned Foreign subsidiary company, ZASTIAN PTE. LTD. ("Zastian") (w.e.f August 26, 2024) and one wholly owned foreign step-down subsidiary company, Zastian Europe GmbH (formerly known as Mitras F414 GmbH), which is a wholly owned subsidiary of Zastian (w.e.f January 17, 2025).

The Company does not have any Joint Venture(s) /Associate Company(ies) during the year under review. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the directions by Ministry of Corporate Affairs, Govt. of India (MCA), the Consolidated Financial Statements of Emmbi Industries Limited as provided in this Annual Report are prepared in accordance with the Indian Accounting Standard (IND-AS 110) CONSOLIDATED FINANCIAL STATEMENTS. The Consolidated Financial Statements include Financial Statements of its Subsidiary Companies.

For information of members, a separate statement containing salient features of the financial details of the Companys subsidiaries for the year ended 31^st March, 2026 are disclosed in form AOC - 1, which annexed herewith as "Annexure I" to the Directors Report. The Annual Accounts of these subsidiaries will be made available to the Members seeking such information at any point of time.

RELATED PARTY TRANSACTIONS

The Company has in place a Policy on Related Party Transactions ("RPT Policy"), duly approved by the Board of Directors, in accordance with the provisions of Section 188 of the Act read with the Rules made thereunder, and Regulation 23 of the SEBI Listing Regulations. The RPT Policy outlines the framework for identification, approval, reporting, and disclosure of related party transactions and is available on the Companys website at https://emmbi. com/corporate-governance-policies/.

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

• in the ordinary course of business;

• on an arms length basis; and

• in compliance with the applicable provisions of the Act

All related party transactions were placed before the Audit Committee for prior approval. Omnibus approval was obtained for related party transactions that were repetitive in nature and fulfilled the criteria prescribed under the applicable provisions. Wherever required, approvals of the Board of Directors and the Members of the Company were duly obtained.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, are annexed to this Report as Annexure II.

Details of related party transactions as required under Indian Accounting Standard (Ind AS-24) are disclosed in the Notes to the Standalone and Consolidated Financial Statements forming part of this Annual Report.

The Board of Directors, at its meeting held on 14^th February, 2026, considered and approved the change in the related party status of Mr. Yash Ravi Punjabi. Mr. Yash Ravi Punjabi became a related party consequent to his marriage to Ms. Maithili M. Appalwar, who is a member of the Promoter Group of the Company and daughter of Mr. Makrand Appalwar, Managing Director, and Mrs. Rinku Appalwar, Executive Director and Chief Financial Officer of the Company. Accordingly, as Mr. Yash Ravi Punjabi became a related party, the Company sought shareholders approval for his appointment to a place of profit through the postal ballot process. Subsequently, the shareholders approved the related party status in relation to the place of profit of Mr. Yash Ravi Punjabi.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly complied by your Company.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under the SEBI Listing Regulations forms an integral part of this Report as "Annexure IN". The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Act, the Rules prescribed thereunder and the SEBI Listing Regulations is implemented through the Companys Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee. The Whistle Blower Policy of your Company is available on the Companys website and can be accessed at the web-link: www.emmbi.com.

During the financial year under review, the Company has not received any complaints under the Whistle Blower Policy. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has a detailed policy in place in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committees (ICC) have been set up to redress complaints received regarding sexual harassment and the Company has complied with provisions relating to the constitution of Internal Complaints Committee under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company policy mandates prevention of sexual harassment and to ensure a free and fair enquiry process with clear timelines for resolution.

During the year under review, the status of complaints is as under:

a. number of complaints filed during the financial year: Nil

b. number of complaints disposed of during the financial year: Nil

c. number of complaints pending as on end of the financial year: Nil DEPOSITS FROM PUBLIC

During the financial year under review, the Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from Public was outstanding as on the date of the Balance Sheet.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company has not given any loan, guarantees or made any investments as prescribed in Section 186 of the Act. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has focused on several corporate social responsibility programmes. The Company continued its endeavour to improve the lives of people and provide opportunities for their holistic development through its different initiatives in the areas of Health, Sanitation & Hygiene, Education, Sports for Development, Disaster Response, Arts, Culture, Heritage, etc.

CSR POLICY

The Corporate Social Responsibility Committee had formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) which was subsequently adopted by it and is being implemented by the Company. The CSR Policy can be accessed at the Companys website through the Web-link: www.emmbi.com.

A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure IV" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

The information as required under Section 134(3)(m) of the Act read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

1. CONSERVATION OF ENERGY:

a. The Company continues to undertake various initiatives and adopt innovative measures to conserve energy, reduce wastage and optimise energy consumption. The Companys efforts to decouple energy and carbon footprint from business growth are reflected in the reduction in specific energy consumption achieved.

b. The Company has institutionalised processes for monitoring and analysing energy consumption trends to identify variations in energy use, assess future energy requirements and identify specific areas of energy wastage for corrective action.

c. The implementation of these measures has resulted in significant reduction in energy consumption and contributed to optimisation of the cost of production.

d. These initiatives have also enhanced facility reliability and improved the overall performance and efficiency of equipment, reaffirming the Companys commitment to continuous improvement in energy efficiency..

2. TECHNOLOGY ABSORPTION:

The Company continues to adopt and use the latest technologies to improve the productivity and quality of its products. The Companys operations do not require significant import of technology.

(a) Research and Development:

The Manufacturing Unit of the Company located at 99/2/1 & 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U. T. of Dadra & Nagar Haveli and Daman & Diu, Silvassa 396 230, is accorded In-house Research and Development recognition up to 31^st March, 2026 from Department of Scientific and Industrial Research, Ministry of Science & Technology, Government of India, New Delhi.

Since inception of the Company and in pursuit of R & D endeavors, the Company is regularly incurring expenditure on R & D on the following activities:

• Design and Development of New Products;

• Continuous improvement of existing products for enhanced durability and performance;

• Product optimization using advanced technology;

• Testing and adaptation of New Materials ;

• New processes, up gradation & production process improvement of existing processes;

• Redesigning of the manual processes in to Automation; and

• Environment compliance by products and processes.

(b) Benefits:

Benefits derived as a result of R & D: It has resulted in the improvement of quality of the products and reduced operation cost. Upgradation of products to the new requirements has been possible because of R&D done in the Company on a continuous basis. This has resulted into enhanced customer satisfaction, new business opportunities, reduced costs, higher quality and adapting the latest technologies.

(C) Future Plan of action:

Future R&D efforts will continue along similar lines, as at present, but with more focus, thrust and endeavors.

(d) Expenditure on R&D:

The expenditure on R&D activities incurred during the year is given hereunder:

Particulars	Amount (Rs. In Millions)
Capital Expenditure	-
Revenue Expenditure	8.18
Total R&D Expenditure	8.18
Total Turnover (Net Sales)	4,536.56
Total R&D Expenditure as a percentage of Total turnover	0.18%

3. Foreign exchange earnings and Outgo:

The Company has continued to maintain focus and avail of export opportunities based on economic considerations.

During the year the Company has exports (FOB value) worth Rs. 3,347.62 millions.

(Rs. In Millions)

Particulars	2025-26	2024-25
Foreign Exchange Earnings	3,347.62	2,575.12
Foreign Exchange Outgo	330.00	274.15

Note: -Previous years figures have been regrouped wherever necessary.

RISK MANAGEMENT POLICY

Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the enterprise. The Company has a robust organisational structure for managing and reporting on risks. A statement including development and implementation of a risk management policy for the Company is attached and forms a part of the Boards Report as Annexure V.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals or Statutory or Quasi-Judicial body which impact the going concern status and Companys operations in future.

THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year, there were no applications made and no proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013 if the dividend transferred to the Unpaid Dividend Account of the Company remains unpaid or unclaimed for a period of seven years from the date of such transfer then such unclaimed or unpaid dividend shall be transferred by the Company along with interest accrued, if any to the Investor Education and Protection Fund (the IEPF), a fund established under sub-section (1) of section 125 of the Act. The details of unclaimed/unpaid dividend are available on the website of the Company viz. www.emmbi. com.

The details of unpaid dividend are as follows:-

Sr. No.	Dividend Year	Unpaid Balance as on 31/03/2026 (In Rupees)
1	2018-19	Rs. 43,448.50
2	2019-20	Rs. 31,776.80
3	2020-21	Rs. 27,047.60
4	2021-22	Rs. 43,353.00
5	2022-23	Rs. 25,287.10
6	2023-24	Rs. 17,022.30
7	2024-25	Rs. 6,243.00

Investors are advised to send all un-encashed dividend warrants pertaining to the years shown above to the Company for revalidation. It is further informed that unclaimed/ unpaid dividend pertaining to the Financial Year 2018-19 will become due for transfer to Investor Education and Protection Fund (IEPF) in FY 2026-27.

MANDATORY TRANSFER OF SHARES TO DEMAT ACCOUNT OF INVESTORS EDUCATION AND PROTECTION FUND AUTHORITY (IEPFA) IN CASE OF UNPAID/ UNCLAIMED DIVIDEND ON SHARES FOR A CONSECUTIVE PERIOD OF SEVEN YEARS

In terms of Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) (IEPF Rules) equity shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years will be transferred to the Investor Education and Protection Fund (IEPF) Suspense Account constituted under Section 125 of the Companies Act, 2013.

It is pertinent to mention that no claim shall lie against the Company, though shares which are transferred to the Suspense Account of IEPF can be claimed back by the shareholders from IEPF by following the procedure prescribed under the aforesaid rules.

Considering the statutory timelines, individual notices shall be served upon the shareholders, whose shares are liable to be transferred to IEPF Suspense Account. The underlying shares will be due to be transferred to the IEPF Suspense Account in FY 2026-27.

Members whose unclaimed dividends/shares are/will be transferred to the IEPF Authority can claim the same by making an online application to the IEPF by following the refund procedure as detailed on the website of IEPF Authority http://www.iepf.gov.in.

STATUTORY AUDITOR

R. Daliya & Associates, Chartered Accountants (Firm Registration No. 102060W), was appointed as Statutory Auditor of the Company at the 23^rd Annual General Meeting for a period of five years till the conclusion of 28^th Annual General Meeting. The Board of Directors of the Company pursuant to Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as amended from time to time ("Act") and based on the recommendation of the Audit Committee, M/s. R. Daliya & Associates, Chartered Accountants, Firm Registration No. 102060W are re-appointed as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years to hold office from the conclusion of 28^th Annual General Meeting until the conclusion of the 33^rd Annual General Meeting of the Company. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

SECRETARIAL AUDITOR

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Company has approved the appointment of Mr. Sanjay R. Dholakia, Practicing Company Secretary (Certificate of Practice Number: 1798), Peer Reviewed Practicing Company Secretaries, as the Secretarial Auditor of the Company for a term of five (5) consecutive financial years, commencing from Financial Year 2025-26 to Financial Year 2029-30, at the previous Annual General Meeting of the Company.

In compliance with the provisions of Section 204 of the Companies Act, 2013 read with the Rules made thereunder, the Board of Directors appointed Mr. Sanjay R. Dholakia, Practicing Company Secretary, Mumbai (Peer Review Certificate No.: 2036/2022) as the Secretarial Auditor of the Company to conduct the Secretarial Audit of the records, registers, and documents of the Company for the Financial Year 2025-26 to Financial Year 2029-30.

The Secretarial Audit Report in the prescribed Form MR-3 for the Financial Year ended 31^st March, 2026 is annexed to this Report as Annexure VI. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer.

Further, pursuant to Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report confirming compliance with all applicable SEBI Listing Regulations and Guidelines for the financial year ended 31^st March, 2026 has been duly submitted to the Stock Exchange(s) within the prescribed timelines.

OBSERVATIONS - STATUTORY AUDITOR & SECRETARIAL AUDITOR

There are no qualifications, reservations, observations, disclaimers or adverse remarks contained in the Statutory Auditors Report or the Secretarial Audit Report of the Company.

REPORTING OF FRAUDS BY THE AUDITORS

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

REGISTERED OFFICE

There was no change in the Registered Office of the Company during the Financial Year under review. The present address of the Registered Office is as follows:

99/2/1 & 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi village, Union Territory of Dadra & Nagar Haveli and Daman & Diu, Silvassa-396230, India.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company at www.emmbi.com.

BOARD MEETINGS

During the year under review, Seven (07) Board Meetings were convened and held. Detailed information on the meetings of the Board and all its Committees are included in the report on Corporate Governance, which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations.

AUDIT COMMITTEE

The Board has constituted the Audit Committee as under- Mr. Nitin Alshi, Independent Director as Chairman Mrs. Rinku M. Appalwar, Executive Director as a member Mr. Nimesh Mehta, Independent Director, as a member Mr. Lalit Shah, Independent Director, as a member

The Terms of reference of the Audit Committee, number and dates of meetings held, attendance of the members of the Committee and more details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

All the recommendations of the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted a Nomination and Remuneration Committee as under- Mr. Nimesh Mehta, Independent Director as Chairman Mr. Nitin Alshi, Independent Director as a member Mr. Lalit Shah, Independent Director as a member

The Terms of reference of the Nomination and Remuneration Committee, number and dates of meetings held, attendance of the members of the Committee and more details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

The Company has defined the policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director. The nomination & remuneration policy adopted by the Company has been posted on the Companys website www.emmbi.com.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board has constituted the Stakeholders Relationship Committee as under:-

Mr. Lalit Shah, Independent Director as Chairman

Mrs. Rinku M. Appalwar, Executive Director as a member.

M. Nitin Alshi, Independent Director as a member Mr. Nimesh Mehta, Independent Director as a member.

The Terms of reference of the Stakeholders Relationship Committee, number and dates of meetings held, attendance of the members of the Committee and more details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board has constituted the Corporate Social Responsibility Committee as under:-

Mr. Lalit Shah, Independent Director as Chairman

Mrs. Rinku M. Appalwar, Executive Director as a member

Mr. Nitin Alshi, Independent Director as a member

Mr. Nimesh Mehta, Independent Director as a member

The Corporate Social Responsibility Policy is available on the Companys website www.emmbi.com. The Terms of reference of the Corporate Social Responsibility Committee, number and dates of meetings held, and attendance of the members of the Committee are given separately in the attached Corporate Governance Report.

More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197(12) of the Act read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Remuneration Rules"), the prescribed disclosures relating to remuneration of Directors, Key Managerial Personnel and other employees form part of this Report.

Further, the statement containing particulars of employees as required under Rules 5(2) and 5(3) of Remuneration Rules, including the names and other prescribed details of employees drawing remuneration in excess of the limits set out in the Remuneration Rules, is maintained in accordance with the provisions of the Act.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Boards Report for the year ended March 31, 2026 is given in a separate Annexure VII to this Report.

However, pursuant to the provisions of Section 136 of the Act, the Annual Report and Financial Statements circulated to the Members do not include the said statement. Any Member interested in obtaining a copy of the same may write to the Company Secretary at info@emmbi.com, and the same will be provided upon request.

DISCLOSURE UNDER RULE 8(5)(XIl) OF THE COMPANIES (ACCOUNTS) RULES, 2014

There was no instance of one-time settlement with any bank or financial institution.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

As Company has not done any one-time settlement during the year under review hence no disclosure is required. SHARE CAPITAL AND WARRANTS

As on 31^st March, 2026, the Authorised Share Capital of the Company stood at Rs. 20,00,00,000 (Rupees Twenty Crores only), and the Paid-up Share Capital stood at Rs. 19,24,02,500 (Rupees Nineteen Crores Twenty-Four Lakhs Two Thousand Five Hundred only).

During FY 2025-26, there was no change in the Authorised Share Capital of the Company. However, with respect to the Paid-up Share Capital, the Board of Directors, at its meeting held on 24^th May 2025, approved the conversion of the remaining 7,66,667 warrants into equity shares, which were allotted to Kitec Industries (India) Private Limited.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company reaffirms its commitment to fostering a supportive and inclusive work environment. We are fully compliant with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments. The Company ensures that all eligible women employees are provided with the statutory benefits, including paid maternity leave, protection of employment during maternity, and access to creche facilities, as mandated under the Act. We continuously strive to uphold the rights and welfare of our women employees in alignment with legal and ethical standards.

INTERNAL FINANCIAL CONTROLS

The company has a strong Internal Financial Control system in place to protect its assets and prevent any loss from unauthorized use or theft. It also makes sure that all transactions are properly approved, recorded, and reported. The company carries out audits of different departments each year through an independent internal auditor and the findings are shared with the Audit Committee. The company also considers the views of the external auditors to ensure the internal control system is effective.

DISCLOSURE REQUIREMENTS

• No issue of equity shares with differential rights as to dividend, voting or otherwise.

• There was no revision of financial statements and Boards Report of the Company during the year under review.

• Except as disclosed in this Report, no changes in the capital structure of the Company during the year.

• There were no events relating to non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to section 67(3) of the Act read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the investors, customers, distributors, dealers, suppliers, stock exchanges, banks, financial institutions, Export Promotion Councils, Trade Bodies, Regulators such as SEBI, BSE, NSE, ROC, RBI, etc, Central and State Government authorities, other Semi Government & local authorities, Administration of Union Territory of Dadra & Nagar Haveli and Daman & Diu and business associates at all levels during the year under review.

The Board of Directors also wish to place on record their deep appreciation for the committed services and excellent work done by the employees of the Emmbi family at all levels during the year.

	Makrand Appalwar
Place: Mumbai	Chairman & Managing Director
Date: May 25, 2026	(DIN: 00171950)