Emkay Taps & Cutting Tools Ltd Directors Report

Dear Shareholders,

The Board of Directors is pleased to present the 31st Annual Report for the financial year 2025-26, together with the Standalone Audited Financial Statements for the year ended on March 31,2026.

Financial Highlights: Amount in LAKHS (INR)

Particulars	Standalone
	F.Y. 2026	F.Y. 2025
Total Revenue from Operations	3258,94*	4186.50*
Other Income	1280.86	3566.15
Total Expenditure (excl. depreciation, interest and tax)	3497.08	4608.38
Profit before depreciation, interest and tax	1042.72	3144.27
Less: Interest	7.21	7.22
Less: Depreciation and amortization expense	21.85	24.48
Profit before tax	1013.66	3112.57
Less: Net tax expense	202.35	430.99
Profit for the year	811.31	2681.58
Add: Surplus carry forward from the last year Balance sheet	27281.56	28027.05
Less: Transfer due to scheme of arrangement	0.00	3427.07
Balance carried over to Balance Sheet	28092.87	27281.56
Earnings Per share ()	7.60	25.13

*The total revenue from operation for the F.Y. 2025-26 is Rs. 3258.94 Lakhs marking decrease of Rs. 927.56 Lakhs to last years operational revenue generation of Rs. 4186.50 Lakhs. The revenue decreased because the entire business of manufacturing tools i.e.. Demerged Undertaking, as defined in the Scheme, of the Company was demerged, transferred and vested into Emkay Tools Limited ("Resulting Company") as per order of the Honble Mumbai Bench of the National Company Law Tribunal (NCLT).

? WIND POWER

The company has two wind farm projects one at Shivapura Kavalu Village, BelurTaluka, Hassan District in Karnataka and the other at Kita & Ugawa, District Jaisalmer in Rajasthan, both are developed and maintained by Suzlon Global Services Limited and Wind World India Limited respectively. The combine contribution of the two wind farm projects to the Net revenues in the F.Y. 2025-26 was Rs. 137.37 Lakhs from the power sale during the year under review marking increase of Rs. 10.94 Lakhs to last years operational revenue generation of Rs. 126.43 Lakhs.

? SHARE CAPITAL

The paid-up equity share capital as on 31st March 2026 stood at Rs. 10,67,13,000/- (Rupees Ten Crore Sixty Seven Lacs Thirteen Thousand Only) divided into 10671300 equity shares of Rs. 10/- (Rupees Ten) each. The Company has not issued any shares with differential voting rights or granted stock options or sweat equity or through any other permissible mode during the FY 2025-26.

? DIVIDEND

Your Board of Directors did not recommend dividend for the year under review.

? DEPOSITS

During the year under review, the Company did not accept any deposits from the public within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

? PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has complied with the provisions of Section 186 of the Companies Act, 2013 during the financial year under review. Please referto Note 13, to the financial statement for F.Y. 2025-26.

? SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

During the year under review, pursuant to the Scheme of Arrangement between the Company and its wholly owned subsidiary, Emkay Tools Limited, Emkay Tools Limited ceased to be a subsidiary of the Company with effect from April 1, 2024. Further, the Company does not have any associate or joint venture company.

? CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and the Listing Regulations. A separate section on corporate governance, along with

a Certification from the Auditors confirming compliance is annexed and forms part of the Annual Report.

? MANAGEMENT DISCUSSION AND ANALYSIS [MDA] Management Discussion and Analysis, for the year under review, as stipulated under Regulation 34 (2) (e) of SEBI (LODR), 2015, is presented in a separate section forming integral part of this Annual Report.

? RELATED PARTYTRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. There were no materially significant transactions with related parties during the financial year which were in the conflict of interest of the Company. An "Annexure A- Form AOC-2" on Related Party disclosures for the year under review, forms part of this Annual Report.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Companys website and can be accessed at www.etctl.com.

? BOARD MEETINGS

During the year under review Eight (8) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed underthe Companies Act, 2013. The details of Meetings of the Board and its Committees are given in the Corporate Governance Report.

? COMMITTEES

Pursuant to the provisions of the Act and Rules made there under and SEBI (LODR) regulation, 2015, the board has constituted various committees. Composition and other details on the committee are given in the Corporate Governance Report.

DIRECTORS AND KEY MANAGEMENT PERSONNEL

A) Appointment

? The Board of Directors appointed Mr. Brajkishore Hargovind Agrawal (DIN: 01223894) as an Additional Independent Director of the Company with effect from April 17, 2025. Subsequently, the shareholders approved his appointment as an Independent Director at the Extraordinary General Meeting held on June 24,2025.

? The Board of Directors appointed Mr. Premchand Jain (DIN: 11039801) as an Additional Independent Director of the Company with effect from April 17, 2025. Subsequently, the shareholders approved his appointment as an Independent Director at the Extraordinary General Meeting held on June 24,2025.

? Ms. Fauziya Fazal Siddiquee was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 21 September, 2025.

There were no other changes in KMP during the year. Further details are provided in the Report on Corporate Governance forming part of this Annual Report.

B) Cessation/Resignation

• Mr. Mahesh Mor (DIN: 07151767) ceased to be an Independent Director of the Company with effect from April 7, 2025, upon completion of his second consecutive term as an Independent Director.

• Mr. Ravindra Ramesh Loiya (DIN: 07158487) ceased to be an Independent Director of the Company with effect from April 23,2025, upon completion of his second consecutive term as an Independent Director.

• Mr. Aditya Vinod Kokil, Company Secretary and Compliance Officer of the Company, resigned from his position with effect from the close of business hours on September 20, 2025, to pursue better career opportunities.

C) Retirement by Rotation

In accordance with the provisions of section 152[6] of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Ajayprakash Kanoria (DIN: 00041279) was retired by rotation at the Annual General Meeting (AGM) on 15th September, 2025 and being eligible, has offered himself for re-appointment.

D) Board Evaluation

Pursuant to the provisions of the Act and Rules made thereunder and as provided under Schedule IV of the Act and Regulation 17(10) of SEBI(LODR), 2015, annual performance evaluation of the Directors individually as well as its committees has been carried out by the Board.

The criteria for evaluation have been provided in the Corporate Governance Report, which forms integral part of this Report. Also, the Policy for Evaluation of Performance of the Board of Directors is available on the website of the Company, for reference visit www.etctl.com.

E) Declaration by Independent Directors

The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149[6].

The Board took on record the declaration and confirmation submitted by the independent directors. In the opinion of the Board, the independent directors fulfil the conditions specified in the Act read with rules made thereunder and have complied with the code for independent directors prescribed in schedule IV of the Act.

The Independent Directors Meeting was held on 08/02/2025 in accordance with the applicable statutory requirements.

F) Familiarization Program for Independent Directors

With the commencement of SEBI (LODR) Regulation, 2015 w.e.f. December 2, 2015 the listed entity is required to conduct the program for the new joining director of the company to get him/her familiarized with the company. The Company conducted familiarization programmes for Mr. Premchand Jain (DIN: 11039801) and Mr. Brajkishore Hargovind Agrawal (DIN: 01223894) upon their appointment as Independent Directors.

The Company has complied with the applicable requirements in this regard.

? POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies.

We seek to promote and follow the highest level of ethical standards in all our business transactions. All our corporate governance policies are available on our website (http://etctl.com). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement. Key policies that have been adopted by the Company are available on www.etctl.com.

Key policies that have been adopted by the Company are available on www.etctl.com

POLICY NAME	BRIEF DESCRIPTION
InsiderTrading Policy	The Company has adopted the Code of Conduct to regulate, monitor and report trading by insiders and Code of fair disclosure of unpublished price sensitive information for the Directors, KMP and other designated officers and connected persons of the Company
Codeof Conduct	The Company has formulated and adopted Code of Conduct for the Senior Management and officers of the Company.
Policy on Vigil Mechanism (Whistleblower Policy)	The Company has adopted the Vigil Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct and ethics.
CSR Policy	The company believes in the Philosophy of moving together and growing together. The Directors have adopted policy on CSR to spend as required under the Companies Act, 2013 for activities those are benefiting to the Society as a Whole.
Nomination & Remuneration Policy	As required under the provisions of the Companies Act, 2013 Board of Directors has adopted policy for appointment of the Director and for determination of remuneration payable to them.
Policy for Determination of Materiality of Event or Information	This policy which has been formulated by the Board of Directors deals with the determination of materiality of the Event/lnformation and its dissemination to the Stakeholders at large.
Archival Policy	This policy is for retention and preservation of documents and records of the Company.
Prevention of Sexual Harassment at workplace policy	This policy has been formulated to define the guidelines and the process to be followed in order to provide protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment in addition to the matters connected therewith or incidental thereto.
Policy for Evaluation of Performance of the Board of Directors	The company has formulated this policy for annual performance evaluation of the Directors individually as well as its committees and has been carried out by the Board in compliance of SEBI (LODR) Regulations, 2015
Related Party Policy	This policy has been formulated by the Board of Directors and its deals on related party transactions

? DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 134(3] [c] of the Act, your Directors state that:

i. in the preparation of the annual financial statements for the year ended on March 31, 2026, applicable accounting standards read with requirements set out under schedule III of the Act, have been followed along with proper explanation relating to material departures, if any,

ii. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2026 and of the profit of the company for the year ended on that date,

iii. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities,

iv. the annual financial statements are prepared on a going concern basis,

v. proper internal financial controls are in place and that the financial controls are adequate and are operating effectively and

vi. the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

? STATUTORY AUDIT

PP.S. THAKARE & Co (Firm registration No.: 128572W), Chartered Accountants, were appointed as the Auditor of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 18,2023. The Auditor have confirmed that they are not disqualified from continuing as the Auditor of the Company. M/s P.S. THAKARE & Co., Chartered Accountants, has submitted Auditors Report with unmodified opinion and unmodified figures for the F.Y. March 31, 2026 in compliance of Reg. 33 (1) (d) of SEBI (LODR) Regulations, 2015. The Board has duly reviewed the Auditors Report and the Observations and comments, appearing in the Auditors Report are self-explanatory and do not call for any further explanation/clarification by the Board of Directors.

? SECRETARIAL AU DIT

M/s P. Surbhi & Associates, Company Secretary were appointed as a Secretarial Auditor of the Company, for a term of 5 (five)consecutive years, commencing from the financial year 202526 to the financial year 2029-30 at the Annual General Meeting held on September 15,2025.

Accordingly, the Secretarial Audit Report given by M/s P. Surbhi & Associates, Nagpur for the F.Y. 2025-26 is annexed herewith as ""Annexure B- Secretarial Audit Report". The Board has duly reviewed the Secretarial Auditors Report and the observations and comments, appearing in the report are self- explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under Section 134 of the Companies Act, 2013.

? INTERNALAUDITOR

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company Mr. Prakash Tiwari. Accordingly, the Internal Audit Report given by Mr. Prakash Tiwari for the F.Y. 2025-26 is approved by the Board.

? REMUNERATION POLICY

Pursuant to section 178(3) of the Act and regulation 19(4) read with Part D of schedule II of the SEBI Listing Regulations, the Board on the recommendation of NRC, has framed a Remuneration Policy. The policy, inter-alia, lays down:

a) the criteria for determining qualifications, positive attributes and independence of directors; and

b) guidelines of Appointment and Remuneration of Directors of the Company.

The said policy can be accessed on the Companys website at https://etctl.com/wp-content/uploads/2016/02/Nomination- Remuneration-Policv- ETCTL.pdf.

? ANNUAL RETURN

The Annual Return as provided under section 92(3) of the Act, in the prescribed form is hosted on the Companys website and can be accessed at https://etctl.com/annual-reports/.

? MAINTENANCE OF COST RECORDS

In compliance with rule (8) sub-rule (5) clause (ix) of Companies

(Accounts) amendment Rules, 2018, the Board of Directors of the company confirms the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is required by the Company and accordingly such accounts and records are made and maintained by the Company.

? DETAILS OF FRAUD REPORT BY AUDITOR

As per auditors report, no fraud u/s 143(12) of the Companies Act, 2013 was reported by the auditor.

? BUSINESS RISK MANAGEMENT

The Company has in place a comprehensive Risk Management framework to identify, monitor, review various risk elements. On a periodic basis all necessary steps towards mitigation of various risk elements which can impact the existence of the Company are taken by the Management of the Company. All the identified risks are managed through continuous review of business parameters by the Management and the Board of Directors are also informed of the risks and concerns.

Discussion on risks and concerns is covered separately under section the Management Discussion and Analysis Report, which forms integral part of this Annual Report.

? VIGIL MECHANISM

The Board of Directors has formulated a Vigil Mechanism/Whistle Blower Policy which provides a robust framework for dealing with genuine concerns and grievances.

? INTERNALCONTROLSYSTEMS

The Internal Financial Control systems of the Company are adequate with reference to the Financial Statement, size and operations of the Company. Internal Auditor of the Company observes the effective functioning of internal financial controls. The scope and functions of Internal Auditor is defined and reviewed by the Audit Committee.

During the year under review, the Internal Financial Control were tested and no reportable material weakness in the design or operation were observed.

? INSIDERTRADING CODE

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("the PIT Regulations") and amendments thereto on prevention of Insider Trading, the Company has a comprehensive Code of Conduct for Regulating, monitoring and reporting of trading by Insiders along with policy on legitimate purpose. The Company also has a Code of Practices and Procedures of fair disclosures of unpublished price sensitive information and these code(s) are in line with the PIT regulations

? CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on the CSR activities of the Company, pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this report in "Annexure C- Annual Report on CSR Activities".

? BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company believes that it can only be successful in the long term by creating value both for its shareholders and for society. The Company is mindful of the needs of the communities and works to make a positive difference and create maximum value for the society.

SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from FY 2022-2023 in respect of reporting on ESG (Environment, Social and Governance) parameters. Since, the Company does not fall under these criteria the Business Responsibility & Sustainability Report for FY 2025-2026 is not applicable to the Company.

? PARTICULARS OF EMPLOYEES

The information required under section 197 of the Act read with Rule 5[1] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 is given in "Annexure D- Particulars of Employee" that forms part of the Boards Report.

? CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Conservation of energy

The Companys operations are not energy intensive.

Technology absorption

The Company is not involved in any industrial or manufacturing activities, has no particulars to report regarding technology absorption as required under section 134 of the Act and Rules made thereunder.

? OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rule (8) sub-rule (5) clause (x) of Companies (accounts) amendment

Rules 2018, the Company is required to formulate a Policy to prevent Sexual Harassment of Women at Workplace and Internal complaint Committee.

The Company has in place an Internal Complaints Committee (ICC) in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2025-26
Number of Complaints Received	0
Number of Complaints disposed off	Not Applicable
Number of cases pending for more than 90 days	Not Applicable

The Company is committed to providing a safe and respectful work environment for all its employees, and necessary awareness programs are conducted from time to time

? MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

During the year company did not 10 or more employees, hence the Maternity Benefit Act 1961 is not applicable to the company.

? DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, there were no application/s made or proceeding were pending in the name of the company underthe Insolvency and Bankruptcy Code, 2016.

? SIGNIFICANT AND MATERIAL ORDERS

There are no significant or material orders passed by any regulator or court or tribunal, which can impact the going concern status of the Company or will have bearing on Company operations in future.

Acknowledgement

The Directors express their gratitude and warm appreciation for the sincere co-operation to the Dealers, Suppliers, Shareholders, NSE, Bankers, workers and Employees and various government authorities for their support and look forward to their continued support in the future.

	For and on behalf of the Board of Directors
	EMKAYTAPS AND CUTTING TOOLS LIMITED
Nagpur, MondayAugust31,2026	^ Ajayprakash Kanoria
	Chairman, Managing Director & CEO