It gives me great pleasure to present to you the
performance of your Company along with audited
accounts for the financial year ended March 31, 2025.
This report covers the financial results and other
developments during the financial year from April 1, 2024
to March 31, 2025, 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 ("SEBI Listing Regulations").

1. Operational Review

As we commemorated Emami's 50^th anniversary,
reflecting on five decades of delivering happiness
to consumers globally, we are pleased to report a
year of noteworthy achievements. This milestone
year commenced on a positive note, characterised
by sequential improvements in demand trends
and the successful realisation of our strategic
initiatives. The resilience and innovative spirit that
have long defined Emami remain central to our
success and continue to guide our path towards a
prosperous future.

Throughout FY25, rural demand exhibited gradual
recovery, with signs of positive momentum
emerging across various markets. The country
experienced its hottest summer in 14 years, resulting
in a robust demand for summer products. However,
discretionary consumption was notably impacted
by rising food prices and subdued consumer
confidence. High food inflation placed significant
pressure on mass consumers, while overall
consumption trends for the year remained largely
consistent with previous periods. Rural markets
demonstrated remarkable resilience, buoyed by
favourable monsoon conditions and a strong
harvest. In contrast, urban demand continued to
show signs of weakness, further compounded by
food inflation and challenges within the retail and
wholesale trade sectors. Additionally, commodity
price volatility impacted overall FMCG volumes,
and the delayed arrival of winter weather created
further complications for seasonal categories.

Notwithstanding these macroeconomic challenges,
Emami's core domestic business exhibited robust
growth during FY25, achieving an 8% increase
in value and 5% in volume. Our flagship brands
performed strongly, with notable contributions

from Navratna and Dermicool, which grew by 18%,
and BoroPlus, which experienced a 14% growth. The
Healthcare range expanded by 12%, while the Pain
Management segment delivered a modest growth
of 1%. However , the Male Grooming range saw a 4%
decline, and Kesh King registered a 9% decrease.
The slowdown in discretionary consumption
adversely impacted these two segments.

In FY25, we also completed the acquisition of the
remaining stake in Helios Lifestyle Pvt. Ltd., which
operates under the brand, "The Man Company"
from the previous promoters. While this acquisition
positions us for long-term growth, the transition and
changes in management resulted in a temporary
decline in revenues for The Man Company.

Furthermore, the competitive landscape, with
increased investments and promotional discounts
from peers, had a negative impact on sales, leading
to a 5% decline in strategic investments for the year.

To address the challenges faced by Male Grooming,
Kesh King and The Man Company brands, we
undertook several strategic initiatives. One of
the significant moves was the rebranding of
'Fair and Handsome' to 'Smart and Handsome',
which effectively redefined the brand's market
positioning. This shift broadened the brand's
portfolio, introducing a holistic male grooming
solution encompassing face, body, and hair
care. The rebranding significantly expanded
the Total Addressable Market by over 8 times.
Furthermore, we partnered with BCG to refine
Kesh King's strategy across brand positioning,
variant development, trade marketing, digital
initiatives, and quick commerce. For The Man
Company, we focused on increasing marketplace
share, enhancing quick commerce, executing a
comprehensive brand revamp, and optimising
performance-based spending to drive profitability.
We are confident that these measures will yield a
positive turnaround in FY26.

Innovation remained a key pillar of our strategy in
FY25, with the launch of over 25 new products in our
domestic business, including 11 on our Direct-to-
Consumer (D2C) platform, Zanducare. Our digital-
first portfolio continued to gain traction, growing
by 59% year-on-year, with over 80% of Zanducare's
sales now derived from this segment. Products
launched in the past two years now contribute
approximately 50% of total Zanducare sales,

demonstrating the strong consumer response to
our digital offerings.

On the distribution front, organised channels—
including Modern Trade, e-Commerce, and
Institutional sales—delivered solid results. These
channels contributed 27.6% to our domestic
revenues, marking a 140 basis point improvement
over the previous year. The organised channels
grew at nearly double the rate of our overall
domestic business, with a growth rate of 13%.

In FY25, Emami's international operations faced
a range of challenges, particularly in markets like
Bangladesh, where political instability created
temporary disruptions. While the situation improved
following the lows of July and August, persistent
issues such as rising inflation, depleting foreign
exchange reserves, and political uncertainty
continued to impact business performance.
Nevertheless, our international business grew
by 4% in INR terms and 5% in Constant Currency
during FY25, demonstrating our resilience in these
challenging markets. We remain confident in our
ability to maintain our market share despite the
ongoing geopolitical and economic challenges.

From a financial perspective, Emami delivered a
solid performance in FY25. Consolidated revenues
grew by 6%, reaching H 3,809.2 crores. Benign
raw material prices, combined with judicious
price increases, contributed to a 100 basis point
expansion in our gross margins, which now stand
at 68.6%. EBITDA grew by 8% to H 1,025 crores, with
EBITDA margins improving by 40 basis points to

26.9%. Profit Before Tax (PBT) increased by 13% to
? 894 crores, and Profit After Tax (PAT) grew by 11%
to ?807 crores.

In alignment with our commitment to maximizing
shareholder value, we declared two interim
dividends of H 4 each and a special interim dividend
amounting to H 2 per share totalling H 10 per share
(i.e. 1000% of face value), translating to a pay-out of
H 436.5 crores.

Sustainability remained a key focus for Emami
throughout FY25. We made significant strides
in reducing our carbon footprint, with energy
consumption decreasing by 12% compared to
FY22 (flat over previous year). Water consumption
also showed a reduction of 25% from FY22
(reduction of 9% over previous year), underscoring
our commitment to responsible environmental
stewardship. Furthermore, Emami remained 100%
compliant with Extended Producer Responsibility
(EPR) regulations, recycling 10365 metric tons
of plastic waste during the year. Through our
Corporate Social Responsibility (CSR) initiatives, we
positively impacted the lives of 6.8 lakh individuals,
reinforcing our commitment to social welfare and
community development.

As we continue to focus on expanding our
distribution network, leveraging favourable
seasonality, and investing in key brands, we are
well-positioned to deliver robust growth. We remain
committed to driving sustainable, volume-led
growth, capturing market share, and delivering
long-term value to our shareholders.

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 2024-25.

3. Dividend

During the year under review, the Company has
paid three Interim Dividends aggregating to H 10/-
per share of H 1/- each which includes special 3^rd
Interim Dividend of H 2/- per share on celebration of
50^th year of Emami. The three interim dividends so
paid will be placed for confirmation by the members
at the ensuing AGM. The total dividend outgo for
the financial year ended March 31, 2025 amounted
to H 436.50 Cr and dividend pay-out ratio works
out to 55% 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, 2025 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.

7. Internal control systems and their
adequacy

Your 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.

Your 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, SEBI Listing Regulations and corporate policies.

Your 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

Subsidiary companies

Pursuant to Section 134 of the Act, and Rule 8(1) of
the Companies (Accounts) Rules, 2014, the report on
performance and financial position of subsidiaries 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, 2025.

As of March 31, 2025, your Company had the
following 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 Trading
LLC - Dubai, a wholly-owned subsidiary of
Emami international FZE;

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

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

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

ix) Emami Neo - Herbals International

Ltd., Bangladesh, a wholly-owned
subsidiary of Emami Ltd.

x) Brillare Science Ltd., wholly-owned

subsidiary of Emami Ltd;

xi) Helios Lifestyle Ltd, wholly-owned

subsidiary of Emami Ltd.

The accounts of the subsidiary companies will be
available to any member seeking such information
at any point of time. 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/, and kept open for inspection 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, 2025, the Company
earned revenues worth H 17,969 lacs (previous year
H 17,423 lacs) and profit after tax of H 5,642 lacs
(previous year H 4374 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 ofthe local market. It started manufacturing
locally through a contract manufacturer.

During the period ended 31^st March, 2025, the
Company earned revenues of H 1,709 lacs (previous
year H 1,635 lacs) and Profit/(loss) after tax of
H (445) lacs [previous year H (217) 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, 2025,
the Company earned revenues worth H 15,523 lacs
(previous year H 20770 lacs) and profit/loss after tax
of H 1,833 lacs [previous year H 4,371 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, 2025, the
Company earned revenues of H 22 lacs (previous
year H 40 lacs) and Profit/loss of H (8) lacs [previous
year H (12) lacs].

Emami International Personal Care Trading
LLC - Dubai

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

During the period ended March 31, 2025, the
Company earned revenues of H 18,398 lacs
(previous year H 12,861 lacs) and Profit/(loss) after
tax of H 450 lacs [previous year H (573) 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, 2025, the
Company earned revenues of H 4,974 lacs [previous
year H 4,246 lacs] and Profit after tax of H 657 lacs
[previous year H (705) Lacs].

Emami Overseas FZE, Dubai

Emami Overseas 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, 2025, the
Company earned revenues of NIL [previous year:
Nil] and profit after tax of H (8) lacs [previous year
profit of H (9) 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 Emami Overseas FZE in FY 2010-11. The Company
has not yet commenced operations.

During the financial year ended 31^st March, 2025,
the Company earned revenues of NIL [previous
year: Nil] and profit/ loss after tax of H (139) lacs
[previous year H (696) 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 3 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, 2025,
the Company earned revenues worth H 4,890 lacs
(previous year H 3,361 lacs) and Profit/(loss) after
tax of H (1,876) lacs [previous year H (1,012) lacs].

Helios Lifestyle Ltd

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

During the financial year ended 31^st March, 2024, it
earned revenues worth H 15,392 lacs (previous year
H 18,292 lacs) and a profit/(loss) after tax of H (2183)
lacs [previous year H 883 lacs].

Associate companies :-

As of March 31, 2025, your 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, 2025,
the Company earned revenues worth H 3,922 lacs
(Previous year H 1,660 lacs) and a profit/(loss) after
tax of H (756) lacs (previous year H (537) 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, 2025,
the Company earned revenue worth H 510 lacs
(Previous year H 666 lacs) and a profit/(loss) after
tax of H (1,231) lacs [previous year H (430) 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 Strategic
investment in Axiom Ayurveda Pvt. Ltd., on 28^th
September, 2023 and the Current Strategic
investment is equivalent to 26% of its paid-up
share capital on fully diluted basis.

During the financial year ended March 31, 2025,
the Company earned revenues worth H 6722 lacs
(Previous year H 10,667 lacs) and a profit/(loss) after
tax of H (937) lacs [previous year H 522 lacs].

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, 2025,
the Company earned revenues worth H 7261 lacs
(Previous year H 26 lacs) and a profit/(loss) after tax
of H (622) lacs [previous year H(79) 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, 2025,
the Company earned revenues worth H 611 lacs
(Previous year H 2 lacs) and a profit/(loss) after tax
of H (147) lacs (previous year H (17) 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 2024-25.

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,
2025, stood at H 2,69,479 lacs as against H 2,44,659
lacs at the end of the previous year.

12. Compliance with Secretarial
Standards of ICSI

The Ministry of Corporate Affairs has mandated
SS-1 and SS-2 with respect to Board meetings and
General Meetings respectively. The Company has
ensured compliance with the same.

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

The details relating to unclaimed dividend and
unclaimed shares forms part of the Corporate
Governance Report.

14. Auditors and Auditors' Reports

Statutory auditor

Your Company's Statutory Auditors, M/s. S. R.
Batliboi & Co. LLP, Chartered Accountants (firm
registration number 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 report on the standalone and
consolidated financial statement of the Company
for the financial year ended on 31^st March, 2025
does not contain any qualification, reservation or
adverse remark or disclaimer.

Secretarial auditor

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has
appointed M/s MKB & Associates, Practicing

Company Secretaries (FRN: P2010WB042700) as
its secretarial auditor to undertake the Secretarial
Audit from FY 2024-25.

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). The Company has generally complied with the
provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. except for the delay in filing of
3 (three) intimations with the Stock exchange
which were due to determining the implication,
completion of visa etc. Furthermore, the Secretarial
Auditor M/s MKB & Associates, Practicing Company
Secretaries, has also certified the compliance as
per the SEBI (Listing Regulations) and the same has
been intimated to the stock exchanges within the
stipulated time.

Pursuant to provisions of Regulations 24A and
36 of the Listing Regulations and the provisions
of Section 204 and other applicable provisions, if
any, of the Companies Act, 2013 and Rules framed
thereunder, M/s MKB & Associates, Company
Secretaries (FRN : P2010WB042700) have been
proposed to be appointed as Secretarial Auditors
of the Company to conduct secretarial audit of the
Company for a term of five consecutive years with
effect from April 01, 2025 until March 31, 2030.

The Auditors have confirmed that they are peer
reviewed company secretaries and hold a valid
certificate of peer review issued by the Institute
of Company Secretaries of India. They have also
confirmed that they are not disqualified and are
eligible for the said appointment.

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
29, 2024 to audit the cost accounting records, as
may be applicable to the Company for FY 2024-25
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, 2025.

Pursuant to Companies (Cost Records and Audit)
Rules, 2014, the Cost Audit Report for the financial
year March 31, 2024 was filed with the Ministry of
Corporate Affairs within prescribed time.

M/s V. K. Jain & Co has been reappointed as cost
auditors for FY 2025-26 by the Board of Directors
in its meeting held on 16^th May, 2025 and the
remuneration payable to the cost auditors is
required to be placed before the members in the
ensuing Annual General Meeting for 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 Companies Act, 2013.

Accordingly, a resolution seeking members'
ratification for the remuneration payable to the
Cost Auditor is included in the notice convening the
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,
2025 is available on the website of the Company
at the link http://www.emamiltd.in/investor-info/
index.php#Compliance

17. Corporate Social Responsibility

Corporate social responsibility forms an integral
part of your 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
Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Company has adopted a CSR policy,
which is available at: http://www.emamiltd.in/

holisticliving/pdf/CorporateSocial_Responsibility

Policy of EmamiLtd.pdf

The Report on CSR expenditures during the FY
2024-25 is annexed herewith and forms part of this
report (Annexure III).

During the year, the Company's net CSR obligations
was Rs 1329.01 lacs which was met by spending H
1108.09 lacs during the financial year and H 220 Lacs
were transferred to to a separate bank account in
compliance with Section 135(6) of the Companies
Act, 2013 for an ongoing project of H 222 lacs. Also,
there is an excess spent of H 1.08 lacs during the
year under review which is available for set off in
the succeeding Financial Year.

18. Directors and Key Managerial
Personnel

Directors retire by rotation

In accordance with the provisions of Section 152
of the Act read with Rules made thereunder, Shri
Mohan Goenka, Shri S. K. Goenka and Shri. R.S.
Agarwal Agarwal are liable to retire by rotation at
the 42^nd Annual General Meeting and being eligible,
offer themselves for re-appointment.

Independent Directors

Upon completion of the first term of appointment
of Shri Anjanmoy Chatterjee, Smt. Avani Davda and
Shri Rajiv Khaitan as Independent Directors of the
Company, the shareholders through Postal Ballot
pursuant to section 110 of the Companies Act, 2013
read with Rule 20 and Rule 22 of the Companies
(Management and Administration) Rules, 2014
reappointed each of them for the further five years
with effect from 2^nd August 2024.

Key Managerial Personnel

Upon resignation of Shri Sandeep Kumar Sultania
(ACS - 13546), as Company Secretary of the
Company effective from 28^th February 2025,
the Board at its meeting held on 16^th May 2025,
appointed Mr. Ashok Purohit (FCS 7490) as the
Company Secretary & Compliance Officer of the
Company as per recommendation of the Nomination
and Remuneration committee.

19. Business Responsibility and
Sustainability Report

As required under Regulation 34 of SEBI Listing
Regulations 2015, the Business Responsibility
and Sustainability Report of the Company for the
financial year ended March 31, 2025 is attached as
part of the Integrated Annual Report.

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 given 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, SEBI Listing
Regulations, 2015, 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 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 accessedat: https://www.emamiltd.
in/wp-content/uploads/2023/09/11183704/
liarizationProgrammeForIndependentDirectors.pdf

23. Performance evaluation

Pursuant to the provisions of Section 178 of the Act,
read with rules made thereunder, Regulation 17(10)
of the SEBI Listing Regulations and the Guidance
note on Board evaluation issued by 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 &
Remuneration Committee.

24. Number of meetings of the Board

The Board of Directors held five meetings during the
year on May 29, 2024, August 01, 2024, August 30,
2024, November 07, 2024 and January 27, 2025. The
maximum gap between any two meetings was less
than 120 days, as stipulated under SEBI's Listing
Regulation, 2015. 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 SEBI Listing
Regulations. The Board has the following
committees as on 31^st March, 2025 as under:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

iv. Environmental, Social & Governance and
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 Report.

The Boad of Directors at their meeting held on 27^th
January 2025,reviewed the role / powers of each of
the mandatory & non mandatory committees and
restructured the committees accordingly.

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 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. Remuneration policy

The remuneration policy of the Company seeks to
attract, retain and motivate talented individuals at
the executive and Board levels. The 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 remuneration policy seeks
to provide performance-based, well-rounded
compensation packages, while accounting for
applicable laws and industry norms.

The 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 remuneration policy adheres to the 'pay-
for-performance' principle.

The Company's policy on remuneration and
appointment of Board members as mentioned in
the Remuneration Policy have 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 Transactions
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.

Your 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(2)
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
SEBI 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 SEBI Listing Regulations 2015, Management
Discussion Analysis, Corporate Governance
Practices followed by your 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 SEBI Listing
Regulations, 2015, the enterprise risk management
policy of the Company, which has been dulyapproved
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, monitoring and mitigation 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

Your Company is dedicated to providing a work
environment that guarantees every female
employee is treated with dignity, respect and
equality. Emami maintains a zero-tolerance policy
towards sexual harassment and any such behaviour
invites serious disciplinary action.

In accordance with the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (POSH), your Company has
a policy to prevent sexual harassment of its women
employees. This policy enables every employee
to freely report any incidents with the assurance
that prompt action will be taken. The policy lays
down severe punishment for any violations of
the same. The Company has also adhered to the
requirements of constituting an internal complaints
committee under POSH.

Several initiatives were undertaken during the
year to demonstrate the Company's zero tolerance
philosophy against discrimination and sexual
harassment including awareness programme,
which included creation and dissemination of
comprehensive and easy-to-understand training
and communication material.

During the year under review, there was no
complaint under the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013 at any of the business places
of the Company.

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.

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, 2025, 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, 2025, 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

Emami 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

Place: Kolkata R.S. Goenka

Date: 16^th May 2025 Chairman

(DIN - 00152880)