Emmessar Biotech & Nutrition Ltd Directors Report

Dear Members,

Your Directors have immense pleasure in presenting their 33^rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2025.

Financial Results:	(Rs. in Lacs) 2024-2025	(Rs. in Lacs) 2023-2024
Turnover:	261.96	254.73
Expenses:	156.38	163.71
Profit / (Loss) before Interest, Depreciation and Tax:	105.58	91.02
Depreciation:	9.76	9.76
Provision for Current Tax	(27.30)	(24.76)
Deferred Tax	(20.17)	(1.87)
MAT Credit Available	-	--
Excess / (Short) Provision of earlier year	(16.74)	20.33
Profit / (Loss) after tax	31.62	74.96
Other Comprehensive income	(1.06)	(1.17)
Total Comprehensive income	30.56	73.79
Brought Forward Profit/ Loss	240.64	166.85
Carried Forward Profit/ Loss	271.20	240.64

OPERATIONS AND STATE OF COMPANYS AFFAIRS:

During the year under review, the Companys total income was Rs. 261.96 Lakhs against the Previous Year of Rs. 254.73 Lakhs. The net profit after tax was Rs. 31.62 Lakh against the Previous Year of Rs. 74.96 Lakh.

DIVIDEND:

To conserve resources your Directors do not recommend Dividend.

DEPOSITS:

The Company has not accepted any deposits from the public during the year under review.

EXTRACT OF ANNUAL RETURN:

The provisions of Section 134 of Companies Act, 2013 were amended vide Companies Amendment Act, 2017 and the said amendment was brought in force w.e.f. 31st July 2018. Further, the provisions of section 92(3) were Substituted by the Companies (Amendment) Act, 2017 Effective from 28th August 2020. Accordingly, the requirement of attaching the extract of Annual Return, in format MGT-9 with the Directors Report has been dispensed off.

However, the Annual Return will be placed on Website of the Company at https://www.ebnl.org/dp/41/shareholders-information TRANSFER TO GENERAL RESERVES:

The Company doesnt propose to transfer any amount to be transferred to General Reserves.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company during the year under review.

SHARE CAPITAL:

The Company has not issued shares with voting rights and / or differential voting rights nor granted stock options nor sweat equity during the year under review.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes / events occurring after balance sheet date till the date of the report to be stated.

INDUCTION OF STRATEGIC AND FINANCIAL PARTNERS DURING THE YEAR:

During the year under review, your Company did not induct any Strategic and Financial Partner.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(A) INDEPENDENT DIRECTORS:

The Company, as on March 31,2025 has three Independent Directors on Board as follows:

1. Mr. Dinesh Kumar Deora

2. Mr. Milind Sitaram Desai

3. Mr. Veeraraghavan Ranganathan

All Independent Directors have furnished declarations that they meet the criteria of Independence as laid down under section 149 of the Companies Act, 2013.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

A separate meeting of the Independent Directors was convened on Feb 06, 2025, which reviewed the performance of the Board, the Non-Independent Directors and the Chairman.

(B) CESSATION OF DIRECTORS:

During the year under review, the following changes occurred in the composition of the Board:

1. Mr. Anantharama Sethumani Subramanian ceased to be a Director of the Company pursuant to the provisions of Section 167(1)(b) of the Companies Act, 2013. The Board took note of the cessation at its meeting held on February 06, 2025. In accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the same was duly intimated to the stock exchange on the said date.

2. Mrs. Rajalakshmi Srinivasa Raghavan, Non-Executive Director, tendered her resignation from the Board with effect from the close of business hours on November 07, 2024.

(C) APPOINTMENT OF DIRECTORS:

There were no appointments during the year under review.

(D) RETIRE BY ROTATION:

Dr. (Mrs.) Anuradha Srinivasa Raghavan (DIN: 06557718), retires by rotation at the ensuing Annual General Meeting. She, being eligible, has offered herself for re-appointment as the Director of the Company.

(E) KEY MANAGERIAL PERSONNEL:

Mr. Srinivasa Raghavan Mathurakavi Ayyangar continues to act as Managing Director of the Company.

Mr. Jeyavel Balaiah Nadar continues to act as Chief Financial Officer.

Mrs. Priyanka Omprakash Sharma continues to act as Company Secretary and Compliance Officer of the Company.

(F) PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, its committees and that of its individual Directors. The evaluation was done based on set questionnaires which were given to them at the time of evaluation.

(G) CODE OF CONDUCT:

The Directors and senior management personnel have Complied with the Code of Conduct of the Company.

(H) NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Committee of the Board formulated a Policy relating to the remuneration of Directors, Key Managerial Personnel and other Employees which, inter alia, prescribes the criteria for determining qualifications, positive attributes and independence of Directors. The Policy is available on the web site of the Company and the link for the same is provided below: https://www.ebnl.org/dp/41/shareholders-information

(I) MEETINGS OF THE BOARD AND COMMITTEES THEREOF:

During the year under review, the Board of Directors met 4 times (meetings held on May 29, 2024, August 14, 2024, November 11,2024 and February 06, 2025), Audit committee met 4 times (meetings held on May 29, 2024, August 14, 2024, November 11,2024 and February 06, 2025), Nomination & Remuneration committee met once (Meeting held on February 06, 2025) and Stakeholders relationship committee met once (meeting held on February 06, 2025). The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Further As per para 2.2 of Secretarial Standard-1 issued by Institute of Company Secretaries of India, the Board has set the minimum number and frequency of Committee meetings.

The details of the dates of the meetings and attendance of the Board of Directors are given below: i. Meetings of the Board and Attendance thereof :

Sr. Name of the Director No.	No. of Meetings Attended
1. Mr. Srinivasa Raghavan Mathurakavi Ayyangar (Chairman & Managing Director)	4/4
2. Mr. Jeyavel Balaiah Nadar s (Executive Director & CFO)	4/4
3. Mrs. Rajalakshmi Srinivasa Raghavan* (Non- Executive Director)	1/3
4. Dr. Sarada Srinivasa Raghavan (Director)	4/4
5. Dr. Anuradha Srinivasa Raghavan (Director)	1/4
6. Mr. Anantharama Sethumani Subramanian # (Independent Director)	0/3
7. Mr. Milind Sitaram Desai (Independent Director)	3/4
8. Mr. Veeraraghava Ranganathan (Independent Director)	3/4
9. Mr. Dinesh Kumar Deora (Independent Director)	3/4

Notes:

1. *Ceased w.e.f. closure of business hours of November 07, 2024 due to her resignation.

2. #ceased w.e.f. Feb 06, 2025 under section 167(1)(b).

ii. Audit Committee:

Sr. Name of the Member No.	No. of Meetings Attended
	29.05.2024	14.08.2024	07.11.2024	06.02.2025
1. Mr. Milind Sitaram Desai (Chairman)	P	X	P	P
2. Mrs. Srinivasa Raghavan Mathurakavi Ayyangar (Member)	P	P	P	P
3. Mr. Veeraraghava Ranganathan (Member)	P	X	P	P
4. Mr. Dinesh Kumar Deora (Member)	P	P	P	X

iii. Nomination and Remuneration committee:

Sr. Name of the Director No.	No. of Meetings attended
	06.02.2025
1. Mr. Milind Sitaram Desai (Chairman)	P
2. Mr. Veeraraghava Ranganathan (Member)	P
3. Mr. Dinesh Kumar Deora (Member)	X
4. Mr. Srinivasa Raghavan Mathurakavi Ayyangar (Member)	P

iv. Stakeholders Relationship Committee:

Sr. Name of the Director No.	No. of Meetings attended
	06.02.2025
1. Mr. Milind Sitaram Desai (Chairman)	P
2. Mr. Dinesh Kumar Deora (Member)	X
3. Mr. Srinivasa Raghavan Mathurakavi Ayyangar (Member)	P

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to Financial Statements.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS & EMPLOYEES:

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism policy is made available on the Companys website https://www.ebnl.org/

The link for the same has been provided below: https://www.ebnl.org/dp/41/shareholders-information

RISK MANAGEMENT POLICY:

The Board has been vested with specific responsibilities in assessing of risk management policy, process and system. The Board has evaluated the risks which may arise from the external factors such as economic conditions, regulatory framework, competition etc. The Executive management has embedded risk management and critical support functions and the necessary steps are taken to reduce the impact of risks. The Independent Directors expressed their satisfaction that the systems of risk management are defensible.

RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. All Related Party Transactions are placed before the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your Directors confirm that:

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

(ii) 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 31,2025 and of the profit / loss of the Company for that period;

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

(iv) The annual accounts have been prepared on a going concern basis;

(v) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not covered under the Companies (Corporate Social Responsibility) Rules, 2013.

INTERNAL CONTROL SYSTEM AND ADEQUACY:

The Company has a proper and adequate internal control system to ensure that its assets are safeguarded and protected against unauthorized use and disposition and all the transactions are properly recorded and reported. The company also has a system of management reviews to ensure compliance with the prescribed procedures and authority levels.

CORPORATE GOVERNANCE:

The paid-up capital of the Company is less than Rs. 10 Crores and the Net-worth of the Company is less than 25 Crores as on the last day of the previous financial year. Pursuant to regulation 15(2) of SEBI (LODR) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V SHALL NOT apply, in respect of those listed entities whose paid up equity share capital does not exceed rupees ten crore and net worth does not exceed rupees twenty five crore, as on the last day of the previous financial year. Accordingly, your company is exempt from attaching Corporate Governance report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion & Analysis Report, as per Part B of Schedule V under regulation 34(3) of the SEBI (LODR) Regulations, 2015 which forms an integral part of this Report and is annexed at "Annexure B".

OVERVIEW OF THE INDUSTRY AND IMPORTANT CHANGES IN THE INDUSTRY DURING THE LAST YEAR AND EXTERNAL ENVIRONEMNT AND ECONOMIC OUTLOOK:

The information pertaining to overview of the industry and important changes in the Industry and External Environment and Economic Outlook during the last year has been incorporated in Management Discussion and Analysis part of the report. The same forms part of the report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the F.Y. 2024-25 your company was not required to transfer any amount or shares to the Investor Education and Protection Fund established by the Central Govt.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee whose particulars are required to be given pursuant to Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company. Disclosures as required under the said rule is annexed at Annexure C.

SECRETARIAL STANDARDS:

The Directors confirm that the Company is in compliance with applicable secretarial standards issued by Institute of Company Secretaries of India. PERSONNEL:

Industrial relations at the Companys factory and other establishments remained cordial during the year. We appreciate the contribution made by the employees towards achieving improved productivity and flexibility in operation.

AUDITORS:

a. Statutory Auditors:

M/s. V. Nagarajan & Co., Chartered Accountants, Noida (Firm Registration No.: 004879N) holds office as statutory auditors for a term of Five years from the conclusion of the 31" AGM until the conclusion of the 36th AGM of the Company to be held in the year 2028.

Further, there is no qualification, adverse remark or observation in their audit report.

No instance of fraud was reported by the Auditors during the year.

The Company has received Eligibility certificate letter from M/s. V. Nagarajan & Co, Chartered Accountants, Noida, to the effect that their appointment, is within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment.

b. Cost Audit:

Audit of Cost Records is not applicable to the Company for year 2024-2025 as per Section 148 and relevant rules issued under the said Section.

c. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Board of Directors has appointed M/S Shivam Agarwal & Associates, Practising Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is

included as Annexure - A and forms an integral part of this Report.

Further, there is no qualification, adverse remark or observation in their audit report.

d. Internal Audit:

As required under Section 138 of the Companies Act, 2013 and Rule 13 of the Companies (Accounts) Rules, 2014, the company has in place Internal Auditor who carries out the internal audit functions.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

There is no subsidiary, joint Venture or Associate Company.

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

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this policy.

There are no cases filed under the above Act and hence no comments required on disposal of the cases under the same.

No. of complaints filed during the financial year	No. of complaints disposed off during the financial year	No. of complaints pending as at end of the financial year
0	0	0

STATEMENT PURSUANT TO LISTING AGREEMENTS:

The Companys shares are only listed with the BSE Ltd. Your Company has paid the Annual Listing Fees up to date.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As the Companys own factory has not been in operation, no special energy saving measures is required and hence no report on technology absorption is required.

Foreign Exchange Earnings and Outgo: Earnings	Rs. 25,27,760/-
Outgo	Rs. NIL

A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:

The Company is in compliance w.r.t. provisions relating to the Maternity Benefit Act, 1961.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the wholehearted co-operation received by the Company from the Shareholders, Employees and its Bankers during the year under review.