DIRECTORS' REPORT

It gives me great pleasure to present to you the
performance of the Company along with audited
financial statements for the financial year ended March
31, 2026. This report covers the financial results and
other developments during the financial year from
April 1, 2025 to March 31, 2026, in compliance with
the applicable provisions of the Companies Act, 2013,
("the Act") and the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations").

1. Operational Review

FY26 was a year that tested our resilience and
sharpened our resolve. We navigated a complex
and at times volatile operating environment -
marked by an unusually weak summer season, the
landmark GST 2.0 reform in the second quarter and
ongoing geopolitical headwinds in key international
markets - while simultaneously making meaningful
strategic investments to strengthen our portfolio
for the long term. Despite these external pressures
on our reported numbers, we exited FY26 with our
core business momentum firmly intact and our
competitive positioning meaningfully strengthened.

FY26 began with persistent urban discretionary
pressure and early signs of rural recovery. The
monsoon season, while ultimately favourable
for agricultural output, arrived unusually early
and was accompanied by unseasonal rains that
significantly shortened the summer season. The
first quarter, which is among the most critical for
our summer portfolio - was adversely impacted
by this weather aberration, with talcum powder
and prickly heat powder categories, which had
posted an exceptional 54% growth in the prior year,
declining sharply on the back of a soft market and
a demanding base. This weather-driven headwind
continued into Q2FY26, further compressing our
summer portfolio performance.

The second quarter was further disrupted by a
landmark policy development: the Government
of India's GST 2.0 reform, which reduced rates
across key FMCG categories. For Emami, this was
a structurally positive reform - approximately 88%
of our core domestic portfolio benefited from a
reduction in GST rates to 5%, taking our total 5%
GST coverage to approximately 93% of the portfolio.
Consistent with our consumer-first philosophy,

we swiftly passed on the full benefit of this rate
cut to consumers, resulting in an estimated MRP
reduction of approximately H260 crores across
our domestic portfolio. While the medium to
long-term implications of this reform for volume
growth and consumer acquisition are meaningfully
positive, its timing coincided with the peak winter
pipeline-building season and caused temporary
trade disruptions as channels deferred purchases
in anticipation of lower MRPs, while distributors
focused on liquidating higher-cost inventory. The
net effect was a sharp, albeit transient, moderation
in revenues in Q2FY26.

The third quarter witnessed a strong recovery.
A favourable winter season, rapid normalisation
of trade post the GST reform, and the positive
impact of our strategic brand investments drove
strong double-digit growth. However, Q4FY26
again faced seasonal headwinds as the onset of
summer was materially delayed, with inconsistent
temperatures across key markets and unseasonal
rainfall dampening category demand. Additionally,
the West Asia Conflict impacted our International
business, creating headwinds in the fourth quarter.

Strategic Initiatives

Kesh King was relaunched as Kesh King Gold
in Q2FY26 following an extensive consumer
research programme conducted in partnership
with BCG. The relaunch repositioned the brand on
an Ayurveda Science platform - incorporating
scientifically proven ingredients such as Gro Biotin
and Plant Omega 3-6-9 - to address the growing
consumer preference for efficacy-backed hair care
solutions and to counter competitive pressure from
D2C players in the hair fall segment. The relaunch,
despite being impacted by the GST disruption in its
initial weeks, gained strong traction from Q3 FY26
onwards, delivering double-digit growth in both Q3
and Q4 FY26 - reflecting encouraging early returns
on our strategic investment.

The Smart & Handsome brand (formerly Fair &
Handsome) continued its transformation journey.
During the year, we deepened the repositioning
of the brand as a comprehensive male grooming
solution by launching 12 new products across
categories including sunscreen, deodorants and
body wash, targeting distribution through modern
trade and e-commerce platforms. The face cream
segment remained under structural pressure,
driven by a generational shift in consumer behaviour

with younger consumers increasingly preferring
bearded looks, reducing the addressable market.
Our strategic response - expanding into adjacent
categories to broaden the brand's relevance and
Total Addressable Market - is the correct long¬
term course of action, though near-term revenues
remained soft as the new portfolio builds scale.

The Man Company continued its recovery
trajectory under new leadership, with sequential
improvement in performance across the year.
Management focused on improving channel
efficiency, strengthening the influencer and media
flywheel, and revamping the brand's portfolio and
positioning. June 2025 marked the brand's return
to growth, and this momentum built through
H2FY26. The brand leveraged quick commerce
and organised trade as key growth channels, while
maintaining its D2C-first character.

Digital spends now account for more than 50%
of our total media spends, reflecting the sharper
targeting and consumer engagement that digital
platforms enable. We have also engaged KPMG to
drive a future-ready supply chain transformation
across our omnichannel operations.

Innovation and New Product Development

Innovation remained a central pillar of our growth
strategy in FY26, with new product development
spanning both our legacy power brands and our
new-age portfolio. Within our core brands, we
deepened consumer relevance through targeted
launches — including Dermicool Prickly Heat Spray,
Kesh King Gold Advanced Hair Growth Serum,
BoroPlus Deeply Moisturising Lip Balm, and new
variants under Navratna Talc, BoroPlus Prickly Heat
Powder, BoroPlus Lotions and BoroPlus Soft.

Across our growth platforms, we expanded the
Smart & Handsome portfolio with new offerings
spanning face care, body care, and hair care, while
The Man Company extended into Rosemary Oil
Shots and new fragrances, shampoos, serums etc.
Our digital wellness platform, Zanducare, continued
to scale its digital-first product range with new
launches across supplements and wellness
categories, further cementing its position as our
innovation-first consumer touchpoint.

International Business

Our international business navigated a challenging
year marked by persistent macroeconomic and
geopolitical headwinds. Performance was mixed
across geographies: SAARC and SEA markets grew
by 8% whereas the MENA region faced significant
pressure, particularly in the fourth quarter, due

to the West Asia conflict and the associated
regional uncertainty. Despite these headwinds,
key international brands including 7 Oils in One,
BoroPlus, and Zandu Balms performed well.

For the full year, international business
performance reflected the combined impact of
strong underlying market share positions in our
core geographies and the transient disruption in
MENA. We remain committed to our international
business, which we believe offers a significant
long-term growth runway as our portfolio evolves
and new geographies are selectively added.

Financial Performance

FY26 was a year of revenue pressure driven by
external factors rather than structural weakness.
Consolidated revenues for FY26 stood at H3,779
crore, a decline of 1% over the prior year.

Our financial discipline was evident in our gross
margin performance. Gross margins expanded
to 69.9% in FY26, an improvement of 120 basis
points over the prior year, reflecting rigorous
cost management, judicious pricing actions and
the benefit of input price stability - a particularly
noteworthy achievement given the volatile
commodity backdrop driven by geopoliticaltensions.

EBITDA for FY26 stood at H964 crore, a decline of
6%, with operating deleverage primarily reflecting
the top-line pressure. We consciously maintained
our advertising and promotional investment
through this period, with A&P spends growing 7%
despite muted sales, reaffirming our commitment
to long-term brand equity building even during
periods of revenue pressure. Profit After Tax for the
full year stood at H776 crore, a decline of 4%.

Our Board of Directors declared interim dividends
totalling H10 per share [1,000% of face value)
in FY26, representing 50% of adjusted profits,
reflecting our confidence in the business and
our continuing commitment to shareholder
value creation. Emami's balance sheet remains
debt-free and strongly positioned to support our
strategic priorities.

ESG Performance

Over the past year, we have continued to
strengthen our ESG performance with measurable
progress across key environmental, social and
governance parameters. Our energy consumption
reduced by 8%, water consumption by 6%, and
greenhouse gas emissions by 11%, reflecting our
sustained focus on operational efficiency and
environmental stewardship.

At the same time, renewable energy usage from
solar sources increased by 15%, while waste
generation declined by 10%. Through 15 community
development projects across our focus areas, we
positively impacted nearly 7.96 lakh lives during the
year. These outcomes reflect our belief that long¬
term growth must go hand in hand with responsible
and sustainable value creation for all stakeholders.

Outlook

We enter FY27 with a high degree of confidence
and a clear strategic agenda. Early indicators point
to a significantly stronger demand environment.
This, combined with the continued normalisation of
trade post-GST 2.0 reform, the growing penetration
of organised channels, and the momentum built
in for our brands provides a strong foundation for
profitable growth.

We have also made an exciting strategic foray by
acquiring an additional stake in Axiom Ayurveda,
making it our subsidiary and marking our entry into
the fruit juice category through the AloFrut brand
in April 2026. We also strengthened our D2C play
in Personalised BPC Segment by acquiring a major
stake in IncNut Digital in May 2026 which owns
flagship brands like Vedix and SkinKraft.

Our strategic priorities for FY27 are clear: drive
recovery and growth in our summer portfolio,
sustain the Kesh King Gold momentum, scale Smart
& Handsome's new category initiatives, accelerate
the growth of The Man Company and Brillare,
deepen our rural and quick commerce penetration,
and continue to innovate purposefully. We remain
committed to delivering sustained, profitable,
volume-led growth and to creating long-term value
for all our stakeholders.

2. Changes in the nature of business, if any

There has been no change in the nature of business
of the Company during the financial year 2025-26.

3. Dividend

During the year under review, the Company has paid
two Interim Dividends i.e., first interim dividend of
H 4/- per equity share and second interim dividend
of H 6/- per equity share aggregating to H 10/- per
share of H 1/- each. The total dividend outgo for the
financial year ended March 31, 2026 amounted to
H 436.50 Cr and dividend pay-out ratio works out
to 50.5% of adjusted PAT. The dividend pay-out
is in accordance with the Company's Dividend
Distribution Policy.

4. Transfer to reserve

Your Directors do not propose to transfer any
amount to the general reserve.

5. Material changes and commitments

No material changes and commitments have
occurred from the date of close of the financial year
till the date of this Integrated Report, which might
affect the financial position of the Company.

6. Share Capital

As on 31^st March, 2026 the authorised share capital
of the Company is H 50,00,00,000 and the issued,
subscribed and fully paid-up share capital of the
Company is H 43,65,00,000.

During the year, there was no change in the share
capital of the Company.

7. Internal control systems and their
adequacy

The Company has in place an adequate system
of internal controls commensurate with its size,
requirements and the nature of operations. These
systems are designed keeping in view the nature of
activities carried out at each location and various
business operations.

The Company's in-house internal audit department
along with other audit firms carries out internal
audits at all manufacturing locations, offices and
sales depots across the country and overseas. The
objective is to assess the existence, adequacy and
operation of financial and operating controls set up
by the Company and to ensure compliance with the
Act, Listing Regulations and corporate policies.

The Company's internal audit department and
risk management system have been accredited
with ISO 9001:2015 and ISO 31000:2018
certifications, respectively.

A summary of all significant findings by the audit
department along with the follow-up actions
undertaken thereafter is placed before the Audit
Committee for review. The Audit Committee
reviews the comprehensiveness and effectiveness
of the report and provides valuable suggestions
and keeps the Board of Directors informed about
its major observations, from time to time.

Internal financial controls

The Company has in place adequate financial
controls commensurate with its size, scale and
complexity of its operations. The Company has in
place policies and procedures required to properly
and efficiently conduct its business, safeguard
its assets, detect frauds and errors, maintain
accuracy and completeness of accounting records
and prepare financial records in a timely and
reliable manner.

8. Subsidiary companies, joint ventures
and associate companies

Pursuant to section 129(3), 134 of the Act and Rule
8(1) of the Companies (Accounts) Rules, 2014,
the report on performance and financial position
of subsidiaries and associates is included in the
Consolidated Financial Statements of the Company.
The Company has a policy for determining the
materiality of a subsidiary, which is available at
www.emamiltd.in/investor-info/pdf/Policy-for-
Determining-Materiality-ofsubsidiaries.pdf.

The Company does not have any material subsidiary
as on 31^st March, 2026.

Subsidiary companies

i) Emami Bangladesh Ltd., Bangladesh, wholly-
owned subsidiary of Emami Limited;

ii) Emami Lanka (Pvt.) Ltd., Sri Lanka., wholly-
owned subsidiary of Emami Limited;

iii) Emami International FZE, Dubai, wholly-
owned subsidiary of Emami Limited;

iv) Creme 21, GmbH wholly-owned subsidiary of
Emami International FZE;

v) Emami International Personal Care LLC -
Dubai, a wholly-owned subsidiary of Emami
international FZE;

vi) Emami Rus (LLC), Russia, a 99.99% subsidiary
of Emami International FZE;

vii) Overseas International FZE, Dubai., wholly-
owned subsidiary of Emami International FZE;

viii) Pharma Derm SAE Co, Egypt, a 90.60%
subsidiary of Overseas International FZE, Dubai;

ix) Emami Neo - Herbals International Ltd., 99.99%
subsidiary of Emami International FZE, Dubai;

x) Brillare Science Ltd., wholly-owned subsidiary
of Emami Ltd;

xi) Helios Lifestyle Ltd, wholly-owned subsidiary
of Emami Ltd.

The financial statements of the Company along with
the accounts of the subsidiaries will be available
at the website of the Company,https://www.
emamiltd.in/investors/results/financial-reports/
subsidiary-company-reports/ and shall be kept
open for inspection at the registered office of the
Company. Any member desirous of obtaining a copy
of the same may write to the Company Secretary at
the Registered Office of the Company.

Brief financial and operational details of the
subsidiary companies are provided hereunder:

Emami Bangladesh Ltd., Bangladesh

Emami Bangladesh Ltd., was incorporated on
25^th November, 2004 under the Companies Act
of Bangladesh. It is engaged in the manufacture,
import and sale of cosmetics and ayurvedic
medicines from its unit in Dhaka.

During the financial year ended March 31, 2026,
the Company earned revenues worth H 17,519 lacs
(previous year H 17,969 lacs) and profit after tax of
H 3,217 lacs (previous year H 5,642 lacs).

Emami Lanka (Pvt) Ltd., Sri Lanka

Emami Lanka (Pvt) Ltd., Sri Lanka was incorporated
on 27^th June 2017, with an objective of tapping the
potential of the local market. It started manufacturing
locally through a contract manufacturer.

During the period ended 31^st March, 2026, the
Company earned revenues of H 1,780 lacs (previous
year H 1,690 lacs) and Profit/loss after tax of
H (530) lacs [previous year H (445) lacs].

Emami International FZE, Dubai

Emami International FZE, was incorporated on
November 12, 2005 in the Hamriyah Free Zone,
Sharjah, UAE and is governed by the rules and
regulations laid down by the Hamriyah Free Zone

Authority. It is engaged in the business of purchasing
and selling cosmetics and ayurvedic medicines.

During the financial year ended 31^st March, 2026,
the Company earned revenues worth H 16,199 lacs
(previous year H 15,523 lacs) and profit/loss after
tax of H 2,596 lacs [previous year H 1,833 lacs].

Creme 21, GmbH

Creme 21, GmbH ((Formerly Known as Fentus 113.
GmbH), was incorporated on 3^rd January, 2019.
It is engaged in the business of manufacturing
skin care products.

During the period ended March 31, 2026, the
Company earned revenues of H 34 lacs (previous
year H 22 lacs) and Profit/loss of H 3 lacs [previous
year H (8) lacs].

Emami International Personal Care LLC - Dubai

Emami International Personal Care LLC - UAE, was
incorporated on 28^th January, 2022. It has become
a wholly-owned Subsidiary of Emami International
FZE, Dubai w.e.f., 15^th February, 2022.

During the period ended March 31, 2026, the
Company earned revenues of H 20,103 lacs
(previous year H 18,382 lacs) and Profit/loss after
tax of H (1,033) lacs [previous year H 450 lacs].

Emami RUS (LLC)

Emami RUS (LLC) was incorporated on 14^th August,
2018 with an objective of trading of Perfumery
products, Cosmetics and Pharma products.

During the period ended March 31, 2026, the
Company earned revenues of H 5,432 lacs [previous
year H 4,863 lacs] and Profit after tax of H 861 lacs
[previous year H 658 Lacs].

Overseas International FZE, Dubai

Overseas International FZE was incorporated on
November 25, 2010. It is the holding company of
Pharma Derm S. A. E. Co. in Egypt.

During the financial year ended March 31, 2026, the
Company earned revenues of Nil [previous year:
Nil] and profit after tax of H (9) lacs [previous year
profit of H (8) lac].

Pharma Derm S. A. E. Co.

Pharma Derm S. A. E. Co. was registered on 6^th
September, 1998 under the relevant Companies
Act of Egypt. The Company was acquired to
manufacture pharmaceuticals, disinfectants,
cosmetics, chemicals, among others as a subsidiary
of Overseas International FZE, Dubai in FY 2010-11.
The Company has not yet commenced operations.

During the financial year ended 31^st March, 2026,
the Company earned revenues of Nil [previous year:
Nil] and profit/ loss after tax of H (87) lacs [previous
year H (139) lacs].

Emami Neo - Herbals International Ltd.

Emami Neo - Herbals International Ltd. was
incorporated on 24^th September, 2024. The
Company has not yet started business operations
hence there is no revenue. However, the Company
has incurred an expenditure of H (4) lacs, resulting
in loss of H (3) lacs during the year.

Brillare Science Ltd.

Brillare Science Ltd. is a wholly-owned subsidiary
of Emami Limited w.e.f., 27^th March, 2024. It is
engaged in the manufacturing of professional
saloon products.

During the financial year ended 31^st March, 2026,
the Company earned revenues worth H 7,982 lacs
(previous year H 4,890 lacs) and Profit/loss after tax
of H (3,926) lacs [previous year H (1,876) lacs].

Helios Lifestyle Ltd.

Helios Lifestyle Ltd. is a wholly-owned subsidiary
of Emami Limited w.ef., 21^st November, 2024. It is
engaged in online male grooming sector.

During the financial year ended 31^st March, 2026, it
earned revenues worth H 16,088 lacs (previous year
H 15,392 lacs) and a profit/loss after tax of H (2992)
lacs [previous year H (2183) lacs].

Acquisition - IncNut

The Board of Directors at its meeting held on 7^th
May, 2026, had approved the acquisition of 60%
stake in IncNut Digital Private Limited., making it a
subsidiary company.

IncNut Digital is having its wholly owned subsidiary
- IncNut Lifestyle Retail Private Limited, engaged
in personalised beauty and personal care
segment, operating through its flagship brands
Vedix and SkinKraft.

Associate companies:-

As of March 31, 2026, the Company had the
following associate companies:

(i) Tru Native F&B Pvt. Ltd.

(ii) Cannis Lupus Services India Pvt. Ltd.

(iii) Axiom Ayurveda Pvt. Ltd.

(iv) Axiom Foods & Beverages Pvt. Ltd.

(v) Axiom Packwell Pvt. Ltd.

Tru Native F&B Pvt. Ltd.

Tru Native is a smart nutrition company dedicated
to empowering health and fitness enthusiasts with
affordable and healthy food & nutrition options.
The company had made a strategic investment in
Tru Native F & B Pvt Ltd on 5^th March, 2022 and the
current strategic investment is equivalent to 20.65%
of its paid up share capital on a fully diluted basis.

During the financial year ended 31^st March, 2026,
the Company earned revenues worth H 12,382 lacs
(Previous year H 3,773 lacs) and a profit/loss after
tax of H (449) lacs (previous year H (1346) lacs].

Cannis Lupus Services India Pvt. Ltd.

Cannis Lupus is a pet-care start-up offering
Ayurvedic/ herbal remedies for pets under the
brand name "Fur Ball Story". The Company had
made a strategic investment in Cannis Lupus
Services India Pvt. Ltd. on 21^st July, 2022 and
the current strategic investment is equivalent to
47.60% of its paid up capital on fully diluted basis.

During the financial year ended 31^st March, 2026,
the Company earned revenue worth H 728 lacs
(Previous year H 510 lacs) and a profit/loss after tax
of H (978) lacs [previous year H (1236) lacs].

Axiom Ayurveda Pvt. Ltd.

Axiom markets beverage products under the brand
"AloFrut", the juices of which are the most refreshing
and healthy fusion of aloe vera pulp and fruit blends.
The Company has made first Strategic investment
in Axiom Ayurveda Pvt. Ltd., on 28^th September,
2023 and the Current Strategic investment as on
31^st March, 2026 is equivalent to ~26.5% of its paid-
up share capital on fully diluted basis.

During the financial year ended March 31, 2026,
the Company earned revenues worth H 3,329 lacs
(Previous year H 6,498 lacs) and a profit/loss after
tax of H (744) lacs [previous year H (1066) lacs].

The Board of Directors at its meeting held on 31^st
March, 2026, had approved purchase of remaining
~73.5% paid-up capital of Axiom Ayurveda Pvt. Ltd.

On 1^st April, 2026, a share purchase agreement was
duly entered into to give effect to the purchase and
subsequently, the first tranche of the transaction

i.e. 84,30,909 equity shares comprising of 36.7%,
was successfully completed as per the terms of the
agreement. The Company presently holds 63.27%
stake in Axiom Ayurveda Pvt. Ltd., making it a
subsidiary company.

Further, by virtue of the holdings the Equity share
capital of Axiom Ayurveda Pvt Ltd and holding
of Compulsorily Convertible Preference Shares
of Axiom Foods & Beverages Pvt Ltd and Axiom
Packwell Pvt Ltd by Axiom, presently these are the
step-down subsidiary companies of Emami Ltd.

Axiom Foods & Beverages Pvt. Ltd.

Axiom Foods & Beverages Pvt. Ltd., is an associate
company of Axiom Ayurveda Pvt. Ltd. The Company
has made an investment in Axiom Foods &
Beverages Pvt. Ltd., on 28^th September, 2023 and
the current investment is equivalent to 26% of its
paid-up share capital on fully diluted basis.

During the financial year ended March 31, 2026,
the Company earned revenues worth H 19,071 lacs
(Previous year H 6,969 lacs) and a profit/loss after
tax of H 2,146 lacs [previous year H(802) lacs].

Axiom Packwell Pvt. Ltd.

Axiom Packwell Pvt. Ltd., is an associate company
of Axiom Ayurveda Pvt. Ltd. The Company has
made an investment in Axiom Packwell Pvt. Ltd., on
28^th September, 2023 and the current investment
in Axiom Packwell Pvt. Ltd is equivalent to 26% of
its paid-up share capital on fully diluted basis.

During the financial year ended 31^st March, 2026,
the Company earned revenues worth H 736 lacs
(Previous year H 609 lacs) and a profit/loss after tax
of H (11) lacs (previous year H(124) lacs).

9. Public Deposits

The Company has not accepted any public deposits
covered under Chapter V of the Act, read with the
Companies (Acceptance of Deposits) Rules, 2014.

10. Non-convertible debentures

The Company did not issue any non-convertible
debentures during the financial year 2025-26.

11. Consolidated financial statements

The consolidated financial statements, prepared in
accordance with IND-AS 110-consolidated financial
statements, form part of this Integrated Report.
The net worth of the consolidated entity as on
March 31, 2026, stood at H 2,92,398 lacs as against
H 2,69,479 lacs at the end of the previous year.

12. Compliance with Secretarial Standards
of ICSI

The Company has ensured compliance with the
SS-1 and SS-2 with respect to Board Meetings

and General Meetings respectively, issued by the
Institute of Company Secretaries of India.

13. Transfer of Unclaimed Dividend
and Unclaimed shares to Investor
Education and Protection Fund

The details relating to unclaimed dividend and
unclaimed shares are provided in the Corporate
Governance Report, forming part of the
Integrated Annual Report.

14. Auditors and Auditor's Reports

Statutory auditor

The Company's Statutory Auditors, M/s. S. R. Batliboi
& Co. LLP, Chartered Accountants (FRN: 301003E/
E300005), were re-appointed as the Statutory
Auditors of the Company for a second term of
consecutive five years from the conclusion of 39^th
Annual General Meeting held on 9^th September,
2022 till the conclusion of 44^th Annual General
Meeting to be held in the calendar year 2027.

The Auditor's reports on the standalone and
consolidated financial statements of the Company
for the financial year ended on 31^st March, 2026
do not contain any qualification, reservation or
adverse remark or disclaimer.

Secretarial auditor

The Company's Secretarial Auditors, M/s MKB
& Associates, Practicing Company Secretaries
(FRN: P2010WB042700), were appointed as the
Secretarial Auditors of the Company for a term of
consecutive five years from the conclusion of 42^nd
Annual General Meeting held on 29^th August, 2025
till the conclusion of 47^th Annual General Meeting to
be held in the calendar year 2030.

The secretarial audit report by the
secretarial auditors, in the specified form
MR-3 is annexed herewith and forms part of
this report (Annexure I) and it does not contain
any qualification, reservation or adverse remark
or disclaimer.

Cost Auditor

The Company's Cost Auditors, M/s. V.K. Jain & Co.
(Firm Registration Number: 00049), were appointed
by the Board of Directors at its meeting held on May
16, 2025 to audit the cost accounting records, as
may be applicable to the Company for FY 2025-26
and their remuneration was approved during the
previous Annual General Meeting.

As per the requirements of Section 148 of the Act
read with the Companies (Cost Records and Audit)
Rules, 2014, the Company has maintained cost
accounts and records in respect of the applicable
products for the year ended March 31, 2026.

Pursuant to Companies (Cost Records and Audit)
Rules, 2014, the Cost Audit Report for the financial
year March 31, 2025, was filed with the Ministry of
Corporate Affairs within the prescribed time.

M/s V. K. Jain & Co has been re-appointed as
Cost Auditors for FY 2026-27 by the Board of
Directors at its meeting held on 21^st May, 2026
and the remuneration payable to the cost auditors
is required to be placed before the members in
the ensuing Annual General Meeting for their
ratification. M/s V. K. Jain & Co. have given their
consent to act as Cost Auditors and confirmed their
eligibility that their appointment is within the limits
of the Section 139 of the Act.

Accordingly, a resolution seeking members'
ratification for the remuneration payable to the Cost
Auditor is included in the Notice convening the 43^rd
Annual General Meeting. The Board recommends
the same for approval by members at the ensuing
Annual General Meeting.

15. Conservation of energy, technology
and exchange outgo

The particulars of conservation of energy,
technology absorption and foreign exchange
earnings and outgo in accordance with the
provisions of Section 134(3) of the Act, read with
Rule 8 of the Companies (Accounts of Companies)
Rules, 2014, is annexed herewith and forms part of
this Report. (Annexure II).

16. Annual Return

In terms of Section 92(3) the Act and Rule 12 of
the Companies (Management and Administration)
Rules 2014, a copy of the Annual Return of the
Company for the financial year ended on 31^st March,
2026 is available on the website of the Company
at the linkhttps://www.emamiltd.in/investors/
corporate-governance/annual-returns/

17. Corporate Social Responsibility

Corporate Social Responsibility forms an integral
part of the Company's business activities.
The Company carries out its corporate social
responsibility initiatives not just in letter but
also in spirit and thus has touched thousands of
lives across India.

In compliance with Section 135 of the Act, read with
the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Company has adopted a CSR
policy, which is available at:https://www.emamiltd.
in/wp-content/uploads/2023/08/17160614/
BRSR-Policy.pdf

The Report on CSR expenditures during the
FY 2025-26 is annexed herewith and forms part of
this report (Annexure III).

During the year, the Company's net CSR obligations
was H 1494.87 lacs. The Company spent H 1161.13
lacs during the financial year and H 346.58 Lacs
were transferred to a separate bank account in
compliance with Section 135 of the Act, for ongoing
projects. Thus, there is an excess spent of H 12.84
lacs during the year under review which is available
for set off in the succeeding Financial Year.

18. Directors and Key Managerial Personnel

Executive Directors appointed at the 42^nd AGM

Shri S.K. Goenka was re-appointed as Whole-time
Director of the Company for a further period of 5
(five) years w.e.f 1^st April, 2026 to 31^st March, 2031
and Shri Mohan Goenka was re-appointed as Vice¬
Chairman and Whole-time Director of the Company
for a further period of 5 (five) years w.e.f 15^th
January, 2026 to 14^th January, 2031.

Directors retire by rotation

At the 42^nd AGM of the Company held on 29^th
August, 2025, Shri R. S. Agarwal, Shri S. K. Goenka
and Shri Mohan Goenka were liable to retire by
rotation and being eligible they were re-appointed
at the 42^nd AGM.

Further, in accordance with the provisions of
Section 152 of the Act read with Companies
(Appointment and Qualification of Director) Rules,
2014, Shri H. V. Agarwal, Shri A. V. Agarwal and
Shri Prashant Goenka are liable to retire by rotation
at the 43^rd Annual General Meeting and being
eligible, offer themselves for re-appointment.

Key Managerial Personnel

The Board at its meeting held on 16^th May, 2025,
appointed Shri Ashok Purohit as the Interim
Company Secretary & Compliance Officer of the
Company. Later on, the Board at its meeting held on
31^st July 2025, has appointed Mr. Ravi Varma (FCS
9531) as the Company Secretary & Compliance
Officer of the Company w.e.f. 1^st August, 2025 as
per the recommendation of the Nomination and
Remuneration committee. Mr. Ravi Varma was also
appointed as the Nodal Officer of the Company

pursuant to Rule 7(2A) of the Investor Education
and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016.

19. Business Responsibility and
Sustainability Report

As required under Regulation 34 of Listing
Regulations, the Business Responsibility and
Sustainability Report of the Company for the
financial year ended March 31, 2026 is attached as
part of the Integrated Annual Report.

Further, the Company has obtained reasonable
assurance on the BRSR Core from an independent
assurance provider.

20. Dividend Distribution Policy

The Company has formulated a Dividend
Distribution Policy, which may be accessed on the
website of the Company,https://www.emamiltd.
in/wp-content/uploads/2023/08/17160454/
Dividend Distribution Policy Emamiltd.pdf

21. Credit Rating

Brief details of the ratings received from credit
rating agency are provided in the Corporate
Governance Report forming part of this
Integrated Annual Report.

22. Board induction, training and
familiarization programme for
Independent Directors

Prior to the appointment of an Independent Director,
the Company sends a formal invitation along with
a comprehensive note on the Company's profile,
the Board structure and other pertinent details to
the prospective Independent Director. At the time
of appointment of the Director, a formal letter of
appointment outlining the duties, responsibilities
and role anticipated of the newly appointed
Director of the Company is provided. Along with
being fully informed about the various compliances
required from him/her as a Director under the
various provisions of the Act, Listing Regulations,
SEBI (Prohibition of Insider Trading) Regulations,
2015, the Code of Conduct of the Company and
other pertinent regulations, the Director's role,
functions and responsibilities are also explained to
them in detail.

A Director, upon appointment, is formally inducted
to the Board. In order to familiarize the Independent
Directors about the various business drivers, they
are updated through presentations at Board
Meetings/Board Committee meetings about the
performance and financials of the Company. They
are also provided presentations about the business
and operations of the Company from time to time.

The Directors are also updated on the changes
in relevant corporate laws relating to their roles
and responsibilities as Directors. The details of
the Board familiarisation programme for the
Independent Directors can be accessed at https://
www.emamiltd.in/wpcontent/uploads/2023/09/
11183704/EmamiLtdFamiliarizationProgramme
ForIndependentDirectors.pdf

23. Performance evaluation

Pursuant to the provisions of Section 178 of the Act,
read with rules made thereunder, Regulation 17 of
the Listing Regulations and the Guidance note on
Board evaluation issued by the SEBI vide its circular
dated January 5, 2017, the Company has framed
a policy for evaluating the annual performance of
its Directors, Chairman, the Board as a whole, and
the various Board Committees. The Nomination
and Remuneration Committee of the Company has
laid down parameters for performance evaluation
in the policy.

The Board also evaluated the performance of
each of the Directors, the Chairman, the Board
as a whole and all Committees of the Board. The
process of evaluation is carried out in accordance
with the Board Evaluation Policy of the Company
and as per the criteria laid down by the Nomination
and Remuneration Committee.

24. Number of meetings of the Board

The Board of Directors held five meetings during
the year on May 16, 2025, July 31, 2025, November
10, 2025, February 04, 2026, and March 31, 2026.
The maximum gap between any two meetings was
less than 120 days, as stipulated under Listing
Regulations. The details of Board Meetings held
and attendance of Directors are provided in the
Report on Corporate Governance forming part of
this Integrated Annual Report.

25. Committees of the Board

The Company has constituted/reconstituted
various Board-level Committees in accordance with
the requirements of Act, and Listing Regulations.
The Board has the following Committees as on 31^st
March, 2026 as under:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders Relationship Committee;

iv. Environmental, Social and Governance &
Corporate Social Responsibility Committee;

v. Risk Management Committee;

vi. Finance and Management Committee

Details of all the above Committees along with
composition and meetings held during the
year under review are provided in the Report
on Corporate Governance forming part of this
Integrated Annual Report

26. Separate meeting of Independent
Directors

Details of the separate meeting of the Independent
Directors held and attendance of Independent
Directors therein are provided in the Report
on Corporate Governance forming part of this
Integrated Annual Report.

27. Whistle-blower policy

The Company has established an effective Whistle¬
blower policy (Vigil mechanism) and procedures for
its Directors and employees. The details of the same
are provided in the Corporate Governance Report,
which forms part of the Integrated Annual Report.
The vigil mechanism of the Company provides
for adequate safeguards against victimization of
Directors, employees and third parties who avail
of the mechanism and also provides for direct
access to the Chairman of the Audit Committee in
exceptional cases.

The policy on vigil mechanism may be accessed on
the Company's website at: https://www.emamiltd.
in/wpcontent/uploads/2023/08/17161434/
WhistleBlowerPolicyEmami.pdf

28. Nomination and Remuneration policy

The nomination and remuneration policy of the
Company seeks to attract, retain and motivate
talented individuals at the executive and Board
levels. The nomination and remuneration policy

seeks to employ people who not only meet the
eligibility requirements but also possess the qualities
required to blend in with the Company's corporate
culture. The nomination and remuneration policy
seeks to provide performance-based, well-rounded
compensation packages, while accounting for
applicable laws and industry norms.

The nomination and remuneration policy ensures
that the remuneration to the directors, key
managerial personnel and the senior management
involves a balance between fixed and incentive
pay reflecting short and long-term performance
objectives appropriate to the working of the
Company and its goals. The nomination and
remuneration policy adheres to the 'pay-for-
performance' principle.

The Company's policy on remuneration and
appointment of Board members as mentioned
in the Nomination and Remuneration Policy
has been disclosed on the Company's website:
https://www.emamiltd.in/wp-content/
uploads/2023/08/17155929/Remuneration-
Policy-Emami-Ltd.pdf.

29. Related party transactions

All the related party transactions entered into by
the Company were conducted in the normal course
of business on an arm's length basis. There were
no significant agreements or material contracts or
arrangements with related parties during the year
under consideration.

Accordingly, disclosure of Related Party Transaction
as required under Section 134(3)(h) of the Act read
with Rule 8 of the Companies (Accounts) Rules
2014 in form AOC-2 is not applicable.

During the year, the Audit Committee had granted
an omnibus approval for transactions, which
were repetitive in nature for one financial year.
All such omnibus approvals were reviewed by the
Audit Committee on a quarterly basis. All related
party transactions were placed in the meetings
of Audit Committee and the Board of Directors
for the necessary review and approval. The
Company has developed and adopted relevant
SOPs for the purpose of monitoring and controlling
such transactions.

The Company's policy for transactions with
the related party which was reviewed by the
Audit Committee and approved by the Board,
can be accessed at: https://www.emamiltd.
in/wp-content/uploads/2023/08/17161259/
PolicyforTransactionswithRelatedParties.pdf.

30. Particulars of loans, guarantees and
investments

Particulars of loans, guarantees and investments
made by the Company pursuant to Section 186
of the Act, are given in the notes to financial
statements. The Company has granted loans,
provided guarantee and made investment in its
wholly owned subsidiary(ies)/associate(s) and
other body corporate for their business purpose.
The Company also holds securities of other body
corporates as strategic investor.

31. Particulars of employees and
managerial remuneration

The information of employees and managerial
remuneration, 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, and other details are
annexed herewith and forms part of this Report.

The statement containing names of top ten
employees in terms of remuneration drawn and the
particulars of employees as required under Section
197(12) of the Act read with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, has been
provided in a separate annexure forming part
of this report.

Further, the report and the accounts are being sent
to the Members excluding the aforesaid annexure.
In terms of Section 136 of the Act, the said annexure
is open for inspection and any member interested
in obtaining a copy of the same may write to
the Company Secretary at the Registered Office
of the Company.

32. Board Policies

The details of the policies approved and adopted
by the Board as required under the Act and
Listing Regulations are provided in the Corporate
Governance Report, forming part of this
Integrated Annual Report.

33. Management Discussion and Analysis
and Corporate Governance Report

As per Regulation 34(3) read with Schedule V of
the Listing Regulations, Management Discussion &
Analysis, Corporate Governance Practices followed
by the Company, together with a certificate from
the Company's auditors confirming compliance of
conditions of Corporate Governance are an integral
part of this Integrated Annual Report.

34. Risk management system

The Company has developed and implemented
a risk management policy which is periodically
reviewed by the management. The system also
complies with the requirements laid down under
the ISO 31000: 2018 norms.

In accordance with Regulation 21 of Listing
Regulations, the Risk Management Policy of the
Company, which has been duly approved by
the Board, is reviewed by the Risk Management
Committee, Audit Committee and the Board on
a periodical basis. The risk management process
encompasses practices relating to identification,
assessment, mitigation and monitoring of various
risks to key business objectives. Besides exploiting
the business opportunities, the risk management
process seeks to minimise adverse impacts of risk
to key business objectives.

35. Prevention of sexual harassment at
workplace

The Company remains fully committed to
providing a safe, respectful and harassment-
free workplace in compliance with the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Internal
Committee has been duly constituted as per
the statutory requirements, headed by a senior-
level woman employee as Presiding Officer, with
adequate women representation, and an external
member well versed in POSH matters to ensure
independence, objectivity and subject-matter
expertise. Similar Internal Committees are in place
across all Units to address any complaint that may
arise at the Unit level. The Company undertakes
continuous POSH awareness and sensitisation
initiatives through internal and external trainers,
LMS-based mandatory sensitisation modules for
new joiners and existing employees, and display
of posters across offices and Units to reinforce
awareness on appropriate workplace conduct,
reporting mechanisms and the Company's zero-
tolerance approach towards sexual harassment.
Management remains vigilant and proactive in
ensuring prevention through periodic sensitisation,
structured training and continuous awareness¬
building, while also being fully prepared to address
any complaint in a timely, fair, sensitive and
legally compliant manner through the respective
Internal Committees. The Company's approach
is preventive, responsive and compliant, with
continued emphasis on awareness, dignity,
fairness, psychological safety and support to the
aggrieved woman, wherever required.

Status of complaints is provided hereunder:

The complaint was received during January,
2026, the investigation was completed in
April and basis the ICC recommendations, the
complaint was closed.

36. Details of significant and material
orders passed by regulators/courts/
tribunals

There was no instance of any material order passed
by any regulators/courts/tribunals impacting the
going concern status of the Company.

37. Other Confirmations

There are no instances of one-time settlement with
any Bank or Financial Institutions.

The Company affirms that it has duly complied with
all provisions of the Maternity Benefit Act, 1961,
and has extended all statutory benefits to eligible
women employees during the year.

38. Directors' Responsibility Statement

Pursuant to the requirements laid down under
Section 134(5) of the Companies Act, 2013, with
respect to the Directors' Responsibility Statement,
the Directors confirm that:

I. In the preparation of the annual accounts for
the year ended March 31, 2026, the applicable
accounting standards have been followed and
no material departures have been made;

II. The Directors have 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 on March 31, 2026, and of the profit of the
Company for the year ended on that date;

III. The Directors have taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the

provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

IV. The annual accounts were prepared on a
going concern basis;

V. The Directors have laid down effective internal
financial controls to consistently monitor the
affairs of the Company and ensured that such
internal financial controls were adequate and
operating effectively;

VI. The Directors have devised a proper system
to ensure compliance with the provisions
of all applicable laws and that the same are
adequate and operating effectively.

39. Integrated Report

The Company has voluntarily provided the members
with an Integrated Report, which discusses the
organization's strategy, governance structure,
performance, and opportunities for creating
value based on the six types of capital: financial,
manufactured, intellectual, human, social and
relationship, and natural capital, for the interest of
all stakeholders of the company.

40. Acknowledgements

Your Directors would like to acknowledge and
place on record their sincere appreciation of all
stakeholders - shareholders, bankers, dealers,
vendors and other business partners for the
unstinted support received from them during the
year under review. Your Directors recognise and
appreciate the efforts and hard work of all the
employees of the Company and their continued
contribution to its progress.

For and on behalf of the Board
R.S. Goenka

Place: Kolkata Chairman

Date: 21^st May 2026 (DIN - 00152880)