Your Directors have pleasure in presenting the 31“ Annual Report of your Company and the Audited Accounts for the year ended
31* March, 2025.

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 sub-continent.

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

FINANCIAL RESULTS: (INR in Millions)

OPERATIONS:

During the year under review, your Company has achieved Revenue from Operations and the Income aggregating to
Rs.4a43.9i million as against Rs. 3.775 96 million during the previous year. Profit after providing for taxes is R5.66.09 million as
against Rs. 99-47 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 Ihe face value of Rs. to/- each for the year
ended on 3^ March, 2025. Dividend is subject to approval of members at the ensuing Annual General Meeting (AGMj 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. 2.68437 million as against Rs. 2.569.3a million. Exports in the current
financial year contributed to 56.56% in the gross sales. Company has expanded its presence in 70 countries which has resulted
healthy growth in exports.

HUMAN RESOURCE DEVELOPMENT:

The Company’s management team is focusec on creating the best environment for the enthusiastic and dedicated workforce of
Emmbi. Many New Programs and Work, patterns were introduced during the year to enhance the experience of work".

We continue to align the skill sets and capabilities of our current workforce, and the talent available in the market with the
organization’s ongoing end future business plans, to maximize return on investment and secure continual success. We also
emphasize this through the blue colour in the company's logo, as it reflects the loyalty and trust that we bring to our blue collared
workforce.

Our continued self-development initiatives include relevant training programmes and seminars, that addresses the needs of the
workforce as well as the senior management.

QUALITY INITIATIVES:

Man-Machine interphase will only produce the accuracy and skill required for being a successful company in the coming years.
Specially Manufacturing sector is changing its shape using modern technology tools like loT (Internet of things! and ML IMachine
Learning). The whole new concept of industry 4.0 will be practiced and implemented m Emmbi during coming years of operation

This will also augment the project of Lean manufacturing which was adopted during past few years to control and make best use
of the Human Capital We are successfully practicing the same and the resuit can be seen in the increase of defect free
production in year after year. The efforts of Lean Enterprise Management have led to higher productivity and increased
profitability.

The above initiatives and our continuous adherence to strict quality standards has created tangible as well as intangible benefits
to strengthen brand Emmbi

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

We have broken the comments into Four Major Steps which will cover all the aspects connected to Capital and Financial
resources. Profitability, Liquidity, Ability to service debt.

1) Supply Side Management: We have ensured that for all the critical and non-criticat items minimum 3 suppliers are
maintained, and a special focus is given in ensuring geographic separation to all supply sources. This will spread the Risk
of common failure from all the suppliers at the same time. We are also maintaining slightly higher stock than our normal
inventory level to avoid any stock out condition.

Kindly note that cmmbi continues its policy of non-speculative operations & we always do the procurement of inputs on the
receipt of confirmed sales order.

2) Demand Side Management: To maintain and create new demand we have started various Short Term and Long Term,
Marketing and Sales initiatives, like reaching out to every customer and explaining them about the various products of
Emmbi which they are not presently using. We have added around six new customers in four new geographies during this
financial year. Also the new launch of Globally Patented (Filled) "Hyperbolic FIBC" has given a net edge to companies
technical abilities giving Company an ability to reach up to more buyers in the existing geographies.

During the Year under consideration Company was able to produce and sale around 15 % of its production using 30 %
Recycled content in it. It is sold under the registered brand "Reclaim 30" in the global market

3l Manufacturing Side Management: In the present time availability of the Rightly Skilled Employees in one of the latest
challenges. Presently all other parameters o^f the Manufacturing are under control.

4) Liquidity Management: Company is in a very' stable financial condition.

The Company was remarkably successful in maintaining its Debtor realization. There have been no delays in the realization
from the exports. Also note that entire Export debts are insured by party vdse insurance by ECGC. Domestic Debtors has
also shown a comfortable payment situation.

Other financial arrangements, assets, internal financial reporting and control, supply chain, demand for Company's
products/services:

1) The Company has efficient systems in place for Internal Financial reporting and control. Even during the period of
lockdown with work from homo, all reporting systems worked seamlessly without any disruption.

2l The supply chain was the cause for concern during the initial lockdown period, however, gradually this issue has been
sorted out. Going forward the Company is confident of coming back to normal shortly.

The Company's export order book remains robust and demand for the Company's oroducts has not slackened leading us to
believe that the Company is far better placed to serve its global customers.

MANAGEMENT'S 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 ('Listing Regulations"), is presented in a
separate section, forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and beue? and according to the information and explanations obtained by them, your Directors
make the following statements in terms of Section I34(3)(c) of tne Companies Act. 2013:

li| that in the preparation of the annual accounts for the year ended March 31,2025 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 3:, 2025 and of the
profit of the company for the year endeo 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

[ivl the Directors have prepared the annual accounts on a going concern basis;

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

(vil 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:

Retirement by rotation

In accordance with the provisions of the Companies Act.2013. Mr. Krishnan Subramanian IDIN: 06614842I, Director of the
Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for
re-appointment.

Key Managerial Personnel (KMP)

The following have been designated as the Key Managerial Personnel of the Company pursuant to sections 2(51) and 203 of the
Comnanins Act 20T? mad with the Cnmnaniec 'Anonintment and Remuneration of Manaoerial Prrsonnpll Rules 201A

•Mrs. Bhavi Gandhi ceased to function as the Company Secretary and Compliance Officer with e?1ect from 15th May. 2024.

“Mr. Rajesh Sotanki was appointed as the Company Secretary and Compliance Officer with effect from 29th June. 202A and
resigned w.e.f 24”' May. 2025

W. Mr. Mohit Dubey is appointee as Company Secretary and Compliance Officer w.e.f 25”’ May. 2025

There has been change in the constitution of Board of Directors of the Company during the financial year 2024-25.

Mr. Makrand M. Appalwar. Chairman and Managing Director has been reappointed for the period of five years by the
Shareholders in the 30th AGM held on 20¹'’ September, 2024.

Mrs. Rinku M. Appalwar. CFO & Executive Director-Finance Director has been reappointed for the period of five years by the
Shareholders in the 30”' AGM held on 20*" September, 2024.

Change in Directorate

During the year. Mr. Prashant Lohiya IDIN: 029903581. has bean resigned from directorship of the Company, with effect from ZF
May, 2024. citing pre-occupation and other personal commitments. The Board places on record its appreciation for the
leadership and invaluable contribut;on made by Mr. Prashant Lohiya.

The Board, at its meetings held on 29*” June, 2024, 12* February. 2025 and 2.9"' March, 2025 based on the recommendation of the
Nomination and Remuneration Committee of the Company, approved the following appointments to the Board:

la! the appointment of Mr. Nitin Alshi (DIN: 05252946I as an Additional Director - Non- Executive Independent Director of the
Company for a first term of 3 (Three) consecutive years with effect from 29* June, 2024- A member has approved his appointment
in the EGM held on 13* August, 2024 and regularization in the 30th AGM held on 2CT September, 2024.

lb) the appointment of Mr. Nimesh Ramniklal Mehta IDIN: 01487962) as an Additional Director - Non- Executive Independent
Director of the Company for a first term of 3 (Three! consecutive years with effect from 2f March. 2,025

(cl the appointment of Mr. Lalit Surendrakumar Shah (DIN: P192659C) as an Additional Director - Non- Executive Independent
Director of the Company for a first term of 3 (Three! consecutive years with effect from 2T March, 202.5.

Id) the retirement and completion of second term of two independent directors viz Mr. Rama Krishnan and Dr. Venkatesh Joshi
ended on 30^m March, 2025. The Board of Directors and Management of the Company record their sincere appreciation for the
invaluable contributions and guidance provided by Mr. Rama Krishnan and Dr. Venkatesh Joshi during their tenure as
Independent Director of the Company.

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 he is not aware of any circumstance or situation, which exist or may be reasonably anticipated,
that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external
influence as prescribed both under the Companies Act. 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations. 2015. 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 Companies Act, 2013 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 fllCA'I.

The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within
a period of * (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 5EBI (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 Board's 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 Non-Executive & 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 tne 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 rotes and resoonsibilities at the time of their appointment
through a formal tetter 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 Company's 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 ari 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:

During the year under review, the Company contributed to the share capital of Zastian PTE Ltd. on August 2o. 2024. resulting in
Zastian PTE Ltd. becoming a wholly owned subsidiary of the Company.

Subsequently, on January 7, 2025, Zastian PTE Ltd executed a Share Purchase Agreement to acquire a Germany-based entity,
Zastian Europe GmbH (formerly known as Mitras F414 GmbH). Following this acquisition, Zastian Europe GmbH became a 'wholly
owned subsidiary of Zastian PTE Ltd., and consequently, a step-down wholly owned subsidiary of Emmbi Industries Limited.

Zastian PTE Ltd

The Company incurred normal expenditure of Rs. 32,08,256.82 during the year iPrevious year Rs. Nil]. The Comoany has not
commenced any commercial operations as yet.

Zastian Europe GmbH (formerly known as Mitras F414 GmbH)

The Company incurred normal expenditure of Rs. 5,85,424.20 during the year IPrevious year Rs. Nil). The Company h3s not
commenced any commercial operations as yet.

CONSOLIDATED FINANCIAL STATEMENTS:

In compliance with the directions by Ministry of Corporate Affairs, Govt, of India IMCAJ, the Consolidated Financial Statements of
Emmbi Industries Limited as provided in this Annual Report are prepared in accordance with the Indian Accounting Standard
UND-AS110] ‘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 Company's
subsidiaries for the year ended March 31.2025 in Form AOC-1 is included along with the financial statement in this Annual Report.
The Annual Accounts of these subsidiaries will be made available to the Members seeking such information at any point of time.

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

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

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance
requirementssoi out by the Securities and Exchange Board of India ISEBI) The report on Corporate Governance as stipulated
under the Listing Regulations forms an integral pari of this Report. 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 Companies Act, ".m3, the Rules prescribed thereunder and the SEBI (Listing
Obligations and Disclosure Requirements! Regulations. 2015 is implemented through the Company's Whistle Blower Polio/ 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 Cha rman of
the Audit Committee. The Whistle Blower Policy of your Company is available on the Company's website and can be accessed at
the web-link: vMwemmbi.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 (ICCI 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 o* 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 PubUc 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 180 of the Act

RELATED PARTY TRANSACTIONS:

All transactions entered by the Company during the financial year with related parties were in its ordinary course of business and
on an arms' length basis and approved by the Audit Committee.

The Board of Directors, st its meeting held on February 12. 2025, appointed Ms. Maithili Appaiwar as Executive Assistant to the
Chairman and Managing Director (CMDJ. As Ms. Maithili is a related party, the Company has sought shareholders' approval for her
appointment through the postal ballot process. As of the dale of this report, the postal ballot process is ongoing.

Disclosure as required under section 134fe)(h) of the Companies Act, 2013 read with the Companies (Accounts) Rules. 2014. in form
AOC-2, is attached as Annexure to this Report..

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board
may be accessed on the Company's website at: vAWv.emmbi.com.

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 h3d 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 Company's website through the Web-link: wvxw.ernmbi.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-3 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policyl Rules.
2014-

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

The information as required under Section i34l3)lm) of The Companies Act, 2C13 read with Rule 8(3) of The Companies (Accounts)
Rules. 20*4 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

1. CONSERVATION OF ENERGY:

a. The Company is making continuous efforts on ongoing basis for energy conservation by adopting innovative measures to
reduce wastage and optm'se consumption. Energy continues to be a material aspect from climate change as well as
operational perspective. Emmbi's commitment to decouple energy and carbon footprint from business growth reflects in the
reduction in specific consumption that Emmbi has achieved

b. Steps are taken to institutionalized process of identifying and understanding increase and decrease in energy use by
monitoring energy consumption trends to determine future energy use when planning future changes in the business and
diagnose specific areas of wasted energy

c. Significant reductions in energy consumption and cost of production of goods have been observed by the implementation of
above referred measures.

d. Implementation of referred measures have resulted in increased facility reliability as well as improved equipment
performance.

2. TECHNOLOGY ABSORPTION:

The Company continues to adopt and use the latest technologies to improve the productivity and quality of its products. The
Company's 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 Daora & Nagar Haveli and Daman & Diu, Silvassa 396 230. is accorded In-house Research and Development
recognition up to 31st March. 2025 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 & proouction 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 expenaiture on R&D activities incurred during the year is given hereunder:

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 IFOB valuel worth Rs. 257512 millions

RISK MANAGEMENT POLICY

Your Company has a well-defined risk management framework in place. The risk management framework works at vanous
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 Board s Report as Annexure 1.

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 Company's operations in future.

The Company has filed the settlement application 'With Secur ;ies Excnange Board of India (SEBII for independent director was
in category of Promoter Group. The application is still pending as on date of this report and the StBI has also initiated the
adjudication proceeding against the company in the same matter. There is no material impact on the Company.

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

During the year, there were r.o applications made and no proceedings were pending against the Company under the Insolvency
and Bankruptcy Code, 2016 (31 of 20161.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124I5) 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 I'the lEPF'J. 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. w.vw.emmbi.com.

Investors are advised to send all un-encasned 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 20*7-18 will become due
for transfer to Investor Education and Protection Fund (IEPF) in FY 2025-7-6.

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(61 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
2025-26.

Members whose unclaimed divider,ds/shares are/wiU 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://wsvw.iepf.gov.in/IEPF/refund.html

STATUTORY AUDITOR:

R. Daliya & Associates, Chartered Accountants (Firm Registration No. I02060VV). statutory auditor of the Company were
appointed fora period of five years at the 23rd Annual General Meeting 3s Statutory Auditors till the conclusion of 28th 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 *rom time to time ("Act") and
basec 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) years to hold office from the
conclusion of 28th annual general meeting until the conclusion of the 33rd 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 the provisions of Section 20/, of the Companies Ad, 2013 and the Companies lAppcintment ana Remuneration of
Managerial Personnetl Rules. 2014. the Company had appointed Mr. Sanjay R. Dholakia, Practicing Company Secretary, to conduct
Secretarial Audit for the F.Y. 2024-25. The Secretarial Audit Report for the financial year ended 31st March, 2025 is attached and
forms part of the Board Report as Anne*ure2.

The Company had appointed Mr. Sanjay R. Dholakia. Practicing Company Secretary in the Board meeting held on 12th February.
2025. to conduct Secretarial Audit for the period of 5 years from FY 2025-26 to FY 2029-30, subject to approval of shareholders in
ensuing AGM.

OBSERVATIONS - STATUTORY AUDITOR & SECRETARIAL AUDITOR

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

The Secretarial Audit Report mentioned a delay of one day delay of submission of proceedings of the Annual General Meeting for
the FY 2023 within due time, in response to which the Company has replied to the not ice received by BSE by the Letter dated 06th
April, 2024.

The Company has received notice from BSE & NSE dated 28th June, 2C24 for Regulation 23(9) for one day delayed submission of
disclosure of related party transactions on consolidated basis and levied fine of Rs. 5900/-. in response to which the Company has
submitted waiver application with Stock Exchange for the same and have also paid the fine under protest.

Due to the technical error (Loading error) on the Portal of Ihe stock exchange, the Company could not file the Proceedings of
General Meeting and disclosure of related party transactions.

The Company has received notice from BSE dated 13th August, 2024 for one day delayed submission of Declaration under
Regulation 31(4) of SEBI {SASTl Regulations. 2011 from the Promoters of the Company. Due to the ill health of Ore of the Promoter
of the Company, the one day delay has occurred.

During the period under review, the Company has initially paid remuneration to Ms. Maithili Appalwar, Daughter of Mr MakranG
Moreshwar Appalwar {Managing Director] & Mrs. Rinku Makrand Appalwar (Whole time Director & CF0I and accordingly
considered as Related party, without obtaining prior approval from the Board. Audit Committee & Members of the Company
violates the provision of Regulation 23(4l of SEBI (LODR) Regulations. 2015, however the Amount paid by way of Remuneration to
Ms. Maithili Appalwar has been repaid by her to the Company before end of the financial year and process of obtaining requisite
approval had been initiated for her formal appointment and payment of remuneration.

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 143I12] 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 I laveli and
Daman & Diu, Sib/assa-396?30. India.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92I3I of ihe Act read with Rule 12(1) cf the Companies (Management and Administration)
Rules. 2C14. Ihe Annual Return is available on Ihe website of the Company atwww.ernmbi.com

BOARD MEETINGS

During the year under review. Ten (10) Board Meetings were convened and held. Detailed information on the meetings of the Board
and all fts 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 Companies Act, 2013 and the Listing
Regulations.

AUDIT COMMITTEE

During the year', (he Board has re- constituted the Audit Committee and as on 31st March. 2025 committee was 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 pari of this Annual Report.

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

NOMINATION AND REMUNERATION COMMITTEE

The Boaoi has re-constituted a Nomination and Remuneration Committee and as on 31st March, 2025 committee was as unden-

Mr. Nimesh Mehta, Independent Director 35 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 Director's 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 Company's -website www.emmbi.com.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Beard has re-constituted the Stakeholders' Relationship Committee and as on 31st March. 2025 committee was as unden-

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 o^f the
members of the Committee and more details on the Committee sre given in the Corporate Governance Report which forms part of
this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board has re-constituted the Corporate Social Responsibility Committee in the board meeting held on 29th March, 2025 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 Responsibly Policy is available on the Company's -website wwv.emmbi.com. The Terms of reference cf
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.

MANAGERIAL REMUNERATION

The information required under Section 197112] of the Companies Act 2013 read with Companies (Appointment ano
Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Board's Report for the year ended March 31.2025 is
given in a separate Annexure to this Report

The above Annexure is not being sent along with this Report to the Members of tne Company in line with the provision of Section
136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary
at the Registered Office of the Company The aforesaid Annexure will be available electronically *or inspection by the members
during the AGM and 'will also be available for inspection without any fee by the members from the date of circulation of this
Notice upto the date of AGM. Members seeking to inspect such documents can send an email to infoiaemmbi.com

DISCLOSURE UNDER RULE 8(5)(XII) 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 activtes earned 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 h3s not done any one-time settlement during the year under review hence no disclosure ;s required.

SHARE CAPITAL AND WARRANTS

During the year under review, the Company increased its authorised share capital from ?18 crore to Z20 crore In the 30th Annual
General Meeting held on September 20, 2024, the Company approved the issuance of 15,50,000 (Fifteen lakh fifty thousandl fully
convertible equity share warrants on a preferential basis to Kitec Industries llndia) Private Limited, a promoter group entity. These
warrants were issued at a price of ?T09 per warrant (comprising a face value of ?10 and a premium of ?99 per warrant). In-principle
approval for the issuance was received on the same date, i.e., September 20.2024. from both BSE Ltd. and the National Stock
Exchange of India Ltd.

Follovving the shareholders’ approval, the Company allotted 15=50.000 fully convertible equity share warrants to Kitec Industries
(India) Private Limited in the Board meeting held on September 27.2024.

Subsequently, ;n the Board meeting held or. November 13, 2024, the Company converted 7,83,333 of these warrants into equity
shares and allotted them to Kitec Industries llndia! Private Limited. The Company then applied for listing approval of these shares
with BSE Ltd. and the National Stock Exchange of India Ltd. In-principle approval for the listing of 7,83.333 equity shares of t!0
each, issued on a preferential basis, was received from both slock exchanges through letters dated January 29.2025.

Following the receipt of listing approval, the Company applied for trading approvaL Trading approval for the 7.83,333 equity shares
of f 10 each was granted by BSF Ltd. and the National Stock Exchange of India I td. through letters dated February 20,2025

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 elgible women
employees are provided with the statutory benefits, including paid maternity leave, Drotection of employment during maternity,
and access to crfcche facilities, as mandated under tne 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

PROMOTER RECLASSIFICATION:

The Company has received the promoter reclassification approval on 0^r August, 2024 from BSE Limited and National Stock
Exchange of India Limited. Reclarifying following people from Promoter Group" to “Public":

Mr. Prashant Kailashchandra Lohiya

2. Mr. Kailashchandra Balchand Lohia

3. Mr Sanjay Ramprasad Rsthi

4- Mrs. Sushiladevi Ramprasad Rathi

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 reviev/.

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

For and on behalf of the Board
EMMBI INDUSTRIES LIMITED

Place: Mumbai Makrand Appal war

Date: 24th May, 2025 Chairman & Managing Director

(DIN: 00171950)