Indian Emulsifiers Ltd Directors Report

To,

The Members,

INDIAN EMULSIFIERS LIMITED

The Board of Directors of the Company have great pleasure in presenting the 5th Boards Report of the Company together with Audited Financial Results for the year ended March 31, 2025. This report states compliance as per the requirements of the Companies Act, 2013 ("the Act"), the Secretarial Standards, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and other rules and regulations as applicable to the Company.

FINANCIAL PERFORMANCE:

The highlight of the financial performance of the Company for the year ended March 31, 2025 is summarized as follows:

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	10,122.62	6,667.60
Other Income	142.89	3.76
Total Income	10,265.51	6,671.36
Employee Benefit Expenses	123.94	72.37
Financial Cost	240.89	231.55
Depreciation and amortisation	222.52	168.84
expenses
Other Expenses	8036.80	5116.24
Total Expenses	8,624.16	5,589.01
Profit/(Loss) before Tax	1,641.35	1,082.35
Less: Exceptional items	-	-
Profit/(Loss) before Tax	1,641.35	1,082.35
Current Tax	310.50	196.79
Deferred Tax	0.95	3.19
Profit/(Loss) after tax	1,329.90	882.37
Other Comprehensive income/	3.24	0.08
(cost) for the financial year
Total Comprehensive income/(loss)	1,333.14	882.45
for the financial year
Earnings per Equity Share
(1) Basic	11.40	12.41
(2) Diluted	9.35	12.00

Our Company is engaged in the business of Manufacturing and Supplying of Specialty Chemicals i.e., Esters, Amphoterics, Phosphate Esters, Imidazolines, Wax Emulsions, SMO & PIBSA Emulsifiers.

FINANCIAL PERFORMANCE OVERVIEW

During the year under review, the Company has earned a total revenue of Rs. 10,265.51 Lakhs for the year ended March 31, 2025 as against Rs. 6,671.36 Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs. 1,641.35 Lakhs for the year ended March 31, 2025 as compared to Rs. 1,082.35 Lakhs in the previous financial year. The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2025 increased drastically and stood at Rs. 1,333.14 Lakhs as compared to Rs. 882.37 Lakhs in the previous financial year.

DIVIDEND/ TRANSFER TO RESERVES:

The Dividend policy for the year under review has been formulated and taking into consideration of growth of the Company and to conserve resources, the Directors do not recommend any Dividend for the year ended March 31, 2025. Your Company has not transferred the profits for year ended March 31, 2025 to Reserves and Surplus.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT:

The Companys shares are listed on NSE Emerge platform with ISIN ‘INE0RRU01016 & symbol ‘IEML w.e.f. 22nd May, 2024.

DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amended from time to time, during the year under review.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Business of the Company during the financial year ended March 31, 2025.

CAPITAL STRUCTURE:

During the year under review, the Company had successfully come out with its maiden SME – IPO (Initial Public O_ering). The Public issue consisted of 32,11,000 Equity Shares at price of Rs. 132/- (including a premium of Rs. 122/- Equity Shares) aggregating to Rs. 4,238.52 Lakhs consisting fully of fresh issue of 32,11,000 Equity Shares aggregating to Rs. 4,238.52 Lakhs which was opened for subscription on May 10, 2024 and closed on May 16, 2024 for all the applicants. The Company received the overwhelming response for the said IPO issue and said shares got listed on the NSE – Emerge platform on May 22, 2024. After completion of IPO, the paid-up share capital of the Company increased to Rs. 12,22,22,220/-

AUTHORIZED SHARE CAPITAL:

The Authorized Share Capital of the Company as on March 31, 2025 is Rs. 14,00,00,000/- (Rupees Fourteen Crore) divided into 1,40,00,000 Equity shares of Rs. 10/- each fully paid-up.

ISSUED AND PAID-UP CAPITAL:

During the year under review, the Company has made an allotment of 32,11,000 Equity shares having face value of Rs. 10/- on the issue price of Rs. 132/- on 17th May, 2024 pursuant to Initial Public O_er of Company. As on March 31, 2025 the paid-up Equity Share Capital was Rs. 9,01,12,220/- divided into 90,11, 222 Equity Shares of Rs. 10/- each.

DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY, AND JOINT VENTURES:

As on March 31, 2025 the Company has no Holding, Subsidiaries, Associate Company, and Joint Venture, except following 1 (One) Wholly Owned Subsidiary Company:

Sr. No.	Name of	CIN/ GIN	Type	% of Share	Applicable	Applicable
	Company			Holding	Section	Section
1	M/s. Southers	ACN 677 826 603	Foreign Wholly	100%	2(87)	2(87)
	Emulsifiers Solutions		Owned Subsidiary
	Pty Ltd*		Company

* M/s. Southers Emulsifiers Solutions Pty Ltd, a Foreign subsidiary company of the Company has been incorporated on May 31, 2024 at Australia. The Company has subscribed 1000 Ordinary shares of AU$ 1.00 each. The main object of the incorporated company is Manufacturing and Supplying of Specialty Chemicals. is yet to start its business activities.

Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 a statement containing salient features of the financial statement of subsidiaries or associate companies or Joint ventures in Form AOC- 1 is annexed and marked as Annexure-A1.

LISTING OF SHARES:

The Companys shares are listed on NSE Emerge platform with ISIN INE0RRU01016 & IEML w.e.f. 22nd May, 2024.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2025 were as follows:

Sr. No	Name of Director	Designation
1.	Yash Tikekar	Chairman and Managing Director
2.	Abhay Tikekar	Whole-Time Director
3.	Rajesh Madhukar Joshi	Non-Executive, Director
4.	Rajaram Gordhanlal Agarwal	Non-Executive, Independent Director
5.	Vaishali Dipen Tarsariya	Non-Executive, Independent Director
6.	Mandeep Brijkishore Pandey	Chief Financial Officer
7.	Ramraj Singh Thakur	Company Secretary & Compliance Officer

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfil the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013. The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. In view of the available time limit, those Independent Director who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, had committed to perform the test within time limit stipulated under the act. The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of Independence as prescribed under Section 149 of the Companies Act 2013.

BOARD AND COMMITTEE MEETING: Number of Board Meetings

The Board of Directors met 10 times during the financial year ended March 31, 2025 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The intervening gap between two Board Meeting was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

COMMITTEES OF THE BOARD:

The Company has four committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee which has been established as a part of the better Corporate Governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

I. Audit Committee:

The Audit Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013. Composition of the Committee is as follow:

Sr. No.	Name	Designation
1.	Rajaram Gordhanlal Agarwal	Chairman
2.	Vaishali Dipen Tarsariya	Member
3.	Yash Tikekar	Member

All the recommendation made by the Audit Committee in the financial year 2024-25 was approved by the Board. The Audit Committee members met 4 times during the year for conducting the Meeting.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee is as follows:

Sr. No.	Name	Designation
1.	Rajaram Gordhanlal Agarwal	Chairman
2.	Vaishali Dipen Tarsariya	Member
3.	Rajesh Madhukar Joshi	Member

The Nomination & Remuneration Committee members met 2 times during the year for conducting the Meeting.

III. Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013. Composition of the Committee is as follow:

Sr. No.	Name	Designation
1.	Vaishali Dipen Tarsariya	Chairman
2.	Yash Tikekar	Member
3.	Rajaram Gordhanlal Agarwal	Member

The Stakeholder Relationship Committee members met 2 times during the year for conducting the Meeting.

IV. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of the Company is constituted under the as per the provisions of the Companies Act, 2013.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

CSR provides an opportunity to the Companies to effectively align its values and strategy for the benefits of the society, by contributing to the social, economic and environmental development of the society at large.

The composition of Committee is as follow:

Sr. No. Name	Designation
1. Vaishali Dipen Tarsariya	Chairman
2. Yash Tikekar	Member
3. Rajaram Gordhanlal Agarwal	Member

The Corporate Social Responsibility Committee members met 1 time during the year for conducting the Meeting. Further the Board of directors has also approved the CSR policy formulated in accordance with the Act (as amended from time to time), guides the Company to serve the society which can be accessed on the website of the Company at link https://indianemulsifiers.com/ The disclosure as per provisions of Companies Act, 2013 on CSR activities forming part of this Report is attached as Annexure – E

CORPORATE GOVERNANCE REPORT:

Since the Company is listed on SME platform of NSE Emerge., the provisions of Corporate Governance are not applicable on the Company.

NOMINATION AND REMUNERATION FORMATINGT:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing di_erent skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. In terms of SEBI Listing Regulations and Act, the Company has in place Nomination & Remuneration Policy.

The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re- enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, individual directors including the chairperson and the Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company www. indianemulsifiers.com

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports, and internal policies to enable them to familiarize with the Companys procedures and practices, the website link is www. indianemulsifiers.com

ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured questionnaire was prepared for evaluating the performance of Board, its Committees and Individual Director including Independent Directors. The questionnaires were prepared after taking into consideration the various facets related to working of Board, its committee and roles and responsibilities of Director. The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors including Independent Directors on the basis of the criteria and framework adopted by the Board. Further, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the evaluation process. In a separate meeting of Independent Directors, the performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct excess to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The Whistle Blower Policy is disclosed on the website of the Company at www.indianemulsifiers.com

RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis.

PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are given in the Note to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE ACT:

All related party transactions that were entered into during the Period under review, were on arms length basis and in the ordinary course of business. No materially significant related party transactions which required the approval of members, were entered into by the Company during the Period under review. Further, all related party transactions entered by the Company are placed before the Audit Committee for its approval. The particulars of the contracts or arrangements entered by the Company with related parties as referred to in Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 are annexed and marked as Annexure-A.

STATUTORY AUDITORS:

M/s. Dave & Dave., Chartered Accountants (Firm Registration No. 012163W) were appointed as the Statutory Auditors of Company at the 4th Annual General Meeting for the period of 5 years i.e., from F.Y. 2024-25 to 2028-29.

Further the Statutory Auditors have submitted their Report on the Financial Statements for the financial year ended March 31, 2025, forming part of this Report and there is no qualifications, reservations or adverse remarks made by the statutory auditor of Company in their Audit Report for the year under review.

The notes on accounts referred to the Auditors Report are self-explanatory and therefore, do not call for any further explanation.

SECRETARIAL AUDITORS

M/s. Nikunj Kanabar & Associates, Company Secretaries, (Firm Registration Number: S2024MH981100, Membership No. F12357 and CP No. 27358) were appointed as the Secretarial Auditors of the Company for financial year 2024-2025 by the board of directors at their meeting held on March 7, 2025.

The Secretarial Audit report received from the Secretarial Auditors is annexed to this report marked as Annexure B and forms part of this report.

Further, pursuant to recent amendments to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), a listed entity must appoint a Secretarial Audit firm for a maximum of two terms of five consecutive years, with shareholders approval to be obtained at the Annual

General Meeting.

Accordingly, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on August 29, 2025 has approved the appointment of M/s. Nikunj Kanabar & Associates, Company Secretaries, (Firm Registration Number: S2024MH981100, Membership No. F12357 and CP No. 27358) as the Secretarial Auditors of the Company for a period of five (5) consecutive years, commencing from April 1, 2025 to March 31, 2030 subject to approval of the Members at the Annual General Meeting.

INTERNAL AUDITORS

The Board of Directors of the Company at its meeting held on May 30, 2024 has appointed Mr. Mandeep B. Pandey as Internal Auditor of the Company for F.Y. 2024-25.

EXTRACTS OF ANNUAL RETURN

In accordance with Section 92(3) and Section 134(3) (a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual Return as on 31st March 2025 is available on the Companys website www.indianemulsifiers.com

MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as

Annexure - C.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) CONSERVATION OF ENERGY:

The Company has been continuously making e_orts to reduce energy consumption. The management is striving to achieve cost reduction by economical usage of energy.

I. The steps taken or impact on conservation of energy: The Company has been continuously making e_orts to reduce energy consumption and the management is striving to achieve cost reduction by economical usage of energy.

II. The steps taken by the company for utilising alternate source of energy: As the Company needs only minimum level of energy, it has not looked in to an alternative source of energy.

III. The capital investment on energy conservation equipment: The Company has not made any capital investment as it is not required at this stage.

(B) TECHNOLOGY ABSORPTION:

The Company is not utilizing any alternate source of energy.

(C) FOREIGN EXCHANGE EARNINGS AND OUT GO:

During the period under review, the Company has total income of Nil and Nil expenditure in the foreign currency

STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other 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 is provided in this Report as Annexure D which forms part of this Report.

HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees of the Company.

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

The Company is committed to provide a safe and conducive work environment to its employees. There exist at the group level an Internal Complaint Committee (‘ICC) constituted under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC. During the year under review, no complaints were filed with the Committee under the provisions of the said Act in relation to the workplace/s of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

MAINTENANCE OF COST RECORD:

As per Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of the Company on recommendation of the Audit Committee had appointed M/s. Narendra Peshne & Associates, Cost Accountants (Firm Registration No.: 100269) to audit the cost accounts of the Company for the Financial Year ended 31st March, 2026.

In terms of the provisions of Section 148(3) of the Act, read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members, accordingly, a resolution seeking ratification by the Members for the remuneration is listed in the AGM Notice as Special Business.

The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act. Maintenance of cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the Act, is required by the Company and accordingly, such accounts and records are made and maintained.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

GREEN INITIATIVES

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Companys website www. indianemulsifiers.com

INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy Code 2016.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (‘the Act), with respect to Directors Responsibility Statement it is hereby confirmed: a. The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2025 and the Statement of Profit & Loss for the year ended as on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same; b. Accounting policies selected were applied consistently and the judgments and estimates related to these financial statements have been made on a prudent and reasonable basis, 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 profits and loss of the Company for the year ended on that date; c. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; d. Requisite Internal Financial Controls to be followed by the Company were laid down and that such internal financial controls are adequate and operating effectively; and e. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

ANNEXURE TO THE REPORT OF THE BOARD OF DIRECTORS

Annexure A1 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 or associate companies or Joint ventures

Part A:

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

Name of the subsidiary	SOUTHERN EMULSIFIER SOLUTIONS PTY LTD
The date since when subsidiary was acquired	May 31, 2024
Reporting period for the subsidiary concerned, if dif-	April - March
ferent from the holding companys reporting period.
Reporting currency and Exchange rate as on the last	AU$ 1 AU$ = 53.335 INR
date of the relevant Financial year in the case of for-
eign subsidiaries
Share capital	53,335/
Reserves and surplus	NIL
Total assets	NIL
Total Liabilities
Investments	NIL
Turnover	NIL
Profit before taxation	NIL
Provision for taxation	NIL
Profit after taxation	NIL
Proposed Dividend	NIL
Extent of shareholding (in percentage)	100%

Part B:

Associates and Joint Ventures: The Company does not have any Associate companies/ JVs.

Notes:

1. Names of subsidiaries which are yet to commence operations: NIL

2. Names of subsidiaries which have been liquidated or sold during the year: NIL

ANNEXURE – A - BOARD REPORT (FORM AOC–2)

[Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014]

1. Details of contracts or arrangements or transactions not at arms length basis:

There were no contracts or arrangements or transactions entered during the year ended March 31, 2025, which were not at arms length basis.

2. Details of material contracts or arrangement or transactions at arms length basis:

Particulars	Details
Name(s) of the related party and nature of relationship	Chemical Brothers Enterprises
Nature of contracts / arrangements / transactions	Sales, Purchases, Warehouse Rent, Office Rent
Duration of the contracts /arrangements / transactions	2024-2025
Salient terms of the contracts or arrangements or	Sales: Rs. 1,091.75 lakh
transactions including the value, if any	Purchases: Rs. 125.69 lakh
	Warehouse Rent: Rs. 4.80 lakh
	Office Rent: Rs. 6.00 lakh
Date of approval by the Board	30-05-2024
Amount paid as advances, if any	NIL

ANNEXURE – B

Form No. MR-3

SECRETARIAL AUDIT REPORT OF INDIAN EMULSIFIERS LIMITED

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2025

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Indian Emulsifiers Limited

No. B - Shop 206, Floor-2, Sumer Kendra,

Shivram Seth Amrutwar Road Near Doordarshan Kendra, O_ Pandurang Budhwar Marg, Worli, Mumbai 400 018, Maharashtra, India.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Indian Emulsifiers Limited (CIN: L46691MH2020PLC351364) (‘hereinafter called the Company) for financial year ended March 31, 2025 (hereinafter referred to as "the Audit Period"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its Officers, agents and authorized representatives during the conduct of secretarial audit and as per the explanations given to us and the representations made by the Management of the Company, we hereby report that in our opinion, the Company had during the Audit Period complied with the statutory provisions listed hereunder and also that the Company had proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. We have examined the books, papers, minute books, forms, and returns filed during the Audit Period and other records maintained by the Company for the Audit Period, according to the provisions of the following laws: I. The Companies Act, 2013 and the Rules made there under and the applicable provisions of the Companies Act, 1956; II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; IV. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings, to the extent was applicable to the Company as confirmed by management; V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act): -a. The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015; b. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; c. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; d. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; e. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the Company during the audit period) f. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to the Company during the audit period) g. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period) h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the audit period) i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the audit period)

VI. Compliances/ processes/ systems under other specific applicable Laws (as applicable to the industry) are being relied based on Internal Report maintained by Company under internal Compliance system submitted to the Board of Directors of the Company.

We have also examined compliance with the applicable clauses of Secretarial Standards issued by the Institute of Company Secretaries of India and Listing Agreement entered by the Company with stock Exchange i.e. NSE during the Audit Period. Further the Company has also complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

WE FURTHER REPORT THAT:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, and Independent Directors. The changes in the composition of the Board of Directors that took place during the audit period were carried out in compliance with the provisions of the Act.

Adequate notices are given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that as per the explanations given to us and the representations made by the management and relied upon by us, there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations, and guidelines.

We further report that during the period under review, the Company has not undertaken any specific events/ actions that can have a major bearing on the Companys compliance responsibility in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc., except as follows: Listing of Shares on SME Platform of NSE EMERGE: The Company has issued 32,11,000 Equity Shares of face value of Rs. 10 each at issue price of Rs. 132/- per share aggregating to Rs. 4,238.52 Lakhs and listed on Stock Exchange i.e. SME Platform of NSE EMERGE Limited w.e.f. May 22, 2024.

ANNEXURE – A OF MR 3

(To the Secretarial Audit Report of Indian Emulsifiers_Ltd for the financial year ended March 31, 2025)

To,

The Members,

Indian Emulsifiers Limited

No. B - Shop 206, Floor-2, Sumer Kendra,

Shivram Seth Amrutwar Road Near Doordarshan Kendra, O_ Pandurang Budhwar Marg, Worli, Mumbai 400 018, Maharashtra, India.

Our Secretarial Audit Report for the financial year 31st March, 2025 is to be read along with this letter.

Managements Responsibility: -

1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

Auditors Responsibility: -

2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respect to secretarial compliances.

3. We believe that audit evidence and information obtained from the Companys management is adequate and appropriate for us to provide a basis for our opinion.

4. Wherever required, we have obtained the managements representation about the compliance of laws, rules and regulations and happening of events etc.

5. The Company was listed on May 22, 2024 on EMERGE platform of NSE, so secretarial audit was conducted to limited extent of applicability of the provisions.

Disclaimer: -

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the e_cacy or effectiveness with which the management has conducted the affairs of the Company.

7. We have not verified the correctness and appropriateness of financial records and books of account of the Company.

MDAR