Dear Shareholders,

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. Oper ational Review

FY 26 was a year that tested our resilience 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 competitivepositioningmeaningfullystrengthened.

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. and 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.

Str ategic Initiatives

K esh 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.

Inno vation and New Product Development

Inno vation remained a central pillar of our 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.

In ternational Business

Our international business navigated a 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

FY 26 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 commoditybackdropdrivenbygeopoliticaltensions.

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

Ov er 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.

A t the same time, renewable energy usage 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

W e enter FY27 with a high degree of 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.

Financial results for the year under review are summarised below:

Financial results

2. Changes in the nature of business, if any

T here has been no change in the nature of 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. T ransfer to reserve

Y our Directors do not propose to transfer amount to the general reserve.

5. Ma terial 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. Shar e Capital

As on 31st 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. In ternal control systems and adequacy

T he Company has in place an adequate 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.

T he 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.

In ternal financial controls

T he 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 31st 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) Cr?me 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% subsidiaryofOverseasInternationalFZE,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 25th 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 27th 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 31st 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.Itisengagedinthebusinessofpurchasing and selling cosmetics and ayurvedic medicines.

During the financial year ended 31st 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].

Cr ?me 21, GmbH

Cr eme 21, GmbH ((Formerly Known as Fentus 113. GmbH), was incorporated on 3rd 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 28th January, 2022. It has become a wholly-owned Subsidiary of Emami International FZE, Dubai w.e.f., 15th 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 14th 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].

Ov erseas International FZE, Dubai

Ov erseas 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 6th 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 31st 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 24th 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., 27th March, 2024. It is engaged in the manufacturing of professional saloon products.

During the financial year ended 31st 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., 21st November, 2024. It is engaged in online male grooming sector.

During the financial year ended 31st 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].

A cquisition – IncNut

T he Board of Directors at its meeting heldth on 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 o f March 31, 2026, the Company 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.

T ru Native F&B Pvt. Ltd.

T ru 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 5th March, 2022 and the current strategic investment is equivalent to 20.65% of its paid up share capital on a fully diluted basis.

(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 21st 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 31st 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 28th September, 2023 and the Current Strategic investment as on 31st 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 31st March, 2026, had approved purchase of remaining ~73.5% paid-up capital of Axiom Ayurveda Pvt. Ltd.

On 1st April, 2026, a share purchase agreement was the 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.

F urther, by virtue of the holdings the Equity 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 28th 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 28th 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 31st 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

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

10. Non-convertible debentures

T he Company did not issue any non-debentures during the financial year 2025-26.

11. Consolidated financial statements

T he consolidated financial statements, prepared 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

T he Company has ensured compliance with

SS-1 and SS-2 with respect to Board Meetings and General Meetings respectively, issued by the Institute of Company Secretaries of India.

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

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

Sta tutory auditor

T he 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 39th Annual General Meeting held on 9th September, 2022 till the conclusion of 44th 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 31st March, 2026 do not contain any qualification, reservation or adverse remark or disclaimer.

Secr etarial auditor

T he 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 42nd Annual General Meeting held on 29th August, 2025 till the conclusion of 47th 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. in

Cos t Auditor

T he 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. the

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 21st 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 43rd 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

T he particulars of conservation of 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 the Companies (Management and Administration) Rules 2014, a copy of the Annual Return of the Company for the financial year ended on 31st March, 2026 is available on the website of the Company at the link https://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.

Ex ecutive Directors appointed at the nd AGM 42

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 1st April, 2026 to 31st 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 15th January, 2026 to 14th January, 2031.

Dir ectors retire by rotation

A t thend AGM42 of the Company held on 29th 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 42nd 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 12 of Shri Prashant Goenka are liable to retire by rotation at the 43rd Annual General Meeting and being eligible, offer themselves for re-appointment.

K ey Managerial Personnel

T he Board at its meeting held th on May,16 2025, appointed Shri Ashok Purohit as the Interim Company Secretary & Compliance Officer of the Company. Later on, the Board at its meeting held on 31st July 2025, has appointed Mr. Ravi Varma (FCS 9531) as the Company Secretary & Compliance Officer of the Company w.e.f. 1st 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 r equired under Regulation 34 of 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

T he Company has formulated a

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. Cr edit Rating

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

22. Boar d induction, training familiarization programme for Independent Directors

Prior to the appointment of an Independent 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 Listing 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. P erformance 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 credit 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

and

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 Director,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

T he 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

T he 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 31st 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. Separ ate meeting of Directors

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

27. Whis tle-blower policy

T he Company has established an effective 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

T he nomination and remuneration policy of

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 eligibilityrequirementsbutalsopossessthequalities 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: h t t p s : // w w w. e m a m i l t d . i n / w p - c o n t e n t / uploads/2023/08/17155929/Remuneration-Policy-Emami-Ltd.pdf.

29. R elated 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 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. P articulars of loans, guarantees investments

P articulars 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. P articulars of employees managerial remuneration

T he 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

T he details of the policies approved and 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 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

T he 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

T he 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 V of 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.

Sta tus of complaints is provided hereunder:

T he complaint was received during

2026, the investigation was completed in April and basis the ICC recommendations, the complaint was closed.

36. De tails of significant and orders passed by regulators/courts/ tribunals

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

37. Other Confirmations

T here are no instances of one-time settlement 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

T he 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

Y our 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.