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, 2024. This report covers the financial results and other developments during the financial year from April 1, 2023 to March 31, 2024, in compliance with the applicable provisions of 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

This financial year has been a year of resilience and strategic progress for the Company. Our ability to adapt and thrive in a volatile environment is a testament to the values imbibed in the ethos of Emami.

In FY24, the Company, posted Consolidated Revenues of Rs. 3578 crore, marking a 5% increase from the previous year. The year under review presented a complex demand environment, particularly with subdued consumption in rural markets. Indian households faced persistent inflationary pressures, with a Kantar LinQ study revealing that 38% of households were significantly affected. Weak monsoon conditions necessitated increased MGNREGA spending on wages, signalling deeper income challenges in rural India. Furthermore, unseasonal rains in the first quarter impacted the sales of our summer portfolio, while a delayed and milder winter affected demand for our winter products in the third quarter.

Despite these hurdles, our commitment to innovation and consumer-centric strategies enabled us to navigate these challenges effectively with the Company's Domestic business growing by 4% during the year. We continued to invest in marketing and distribution, ensuring that our products remained accessible and appealing to our customers. Our agility in responding to market

dynamics and consumer needs has been pivotal in sustaining our growth trajectory.

The Company launched more than 35 new products and variants during the year in the Domestic business, primarily as digital-first launches on its D2C portal, Zanducare. Overall, the Company has introduced more than 90 new product developments on Zanducare since its inception, showcasing a commitment to diversification and innovation.

Increased distribution through Project Khoj expanded coverage to over 20,000 rural towns since its launch, with more than 15% of direct rural sales achieved from newly activated coverage towns. This expansion was digitized and geocoded, providing valuable insights into rural retail behavior and buying patterns to enhance service levels. Sales enablers such as the Upsell Cross Sell Tool, Beat Optimization, and Chemist outlet expansion were also scaled up during the year. Additionally, contributions from Modern Trade increased by 110 basis points to 10.1%, and eCommerce contributions increased by 250 basis points to 11.8% in FY24.

Despite geopolitical tensions and currency depreciation in international markets, International business grew strongly by 12% in constant currency and 9% in INR terms. In FY24, sales of 7 Oils in One crossed INR 1 billion in international markets, while Creme 21 also achieved its highest-ever sales. Several existing geographies, including UAE, Oman, Qatar, Egypt, Saudi Arabia, Sri Lanka, certain Sub-Saharan countries, CIS, and SEA, recorded their highest-ever revenues. More than two-thirds of manufacturing occurred outside of India, closer to consumption countries during the year. Additionally, new products introduced under existing power brands contributed substantially to the top line, with Creme21 expanding into a holistic skincare brand. Overall, 15 new products and variants were launched in the International markets in FY24.

Strategic investments in start-ups like The Man Company and Brillare Science, which became our subsidiaries continued to post strong revenue growth and improved their profitability. Other strategic investments like Trunativ and Cannis Lupus (Furball Story), which are Associate Companies, also performed robustly. During the year, the Company entered the juice category through a strategic investment in Axiom Ayurveda Pvt Ltd, acquiring a 26% equity stake. Axiom markets beverage products under the brand "AloFrut", which is the most refreshing and healthy fusion of aloe vera pulp and fruit blends.

With a moderation in inflation, key raw material prices softened, leading to a 280 basis points expansion of gross margins to 67.5%. EBITDA grew by 10% to Rs. 950 crore, with margins expanding to 26.5%, an increase of 120 basis points. Profit after tax saw an impressive growth of 13% to Rs. 724 crore. Despite absorbing around Rs. 230 crore related to share buyback and two interim dividends totalling Rs. 8 per share (800% of face value per

share), the company maintained a robust cash balance.

The Company remains focused on achieving sustainable growth and reduced its carbon footprint during the year. While absolute energy consumption reduced by 12% over FY22, its renewable energy contribution to total energy consumption increased to 19% in FY24. Water consumption also reduced by 17% over FY22. The Company was 100% compliant with EPR regulations with 10485 MT plastic waste recycled in FY24. The Company touched the lives of 5.7 lac individuals through its CSR initiatives and increased its direct sourcing of inputs from MSME/ small producers to 34% in FY24 from 29% in FY23 marking its social commitments.

The Company remains optimistic about future growth, supported by a favourable economic landscape, forecast of a normal monsoon, anticipated rural market recovery, government initiatives, and promising macroeconomic factors, all contributing to a confident outlook for sustained positive performance.

Financial results for the year under review are summarised below:

Financial results (Rs. in lacs)

Financial results (Rs. in lacs)

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 2023-2024.

3. Dividend

During the year under review, the Company has paid two Interim Dividends aggregating to Rs. 8/- per share of Re. 1/- each. The two 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, 2024 amounted to Rs. 34920 lacs and dividend pay-out ratio works out to 50.36%. The dividend pay-out is in accordance with the Company's Dividend Distribution Policy, which is available on the Company's website https://www.emamiltd.in/ investors/codes-and-policies/

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. Buyback of Equity Shares

The Board of Directors at its Meeting held on 27^th March, 2023 had approved the Buyback of equity shares from its shareholders/ beneficial owners (other than those who are promoters, members of the promoter group

or persons in control), from the open market through stock exchange mechanism for an aggregate amount not exceeding INR 18,600 lacs (Rupees Eighteen Thousand Six Hundred Lakh Only) (Maximum Buy Back size) which represented 9.94% and 9.99% of the aggregate of the total paid-up capital and free reserves of the Company based on the audited standalone and consolidated financial statements of the Company respectively as at March 31, 2022.

The Buyback process commenced on 13^th April, 2023 and closed on 05^th July, 2023. The Company bought back 46,50,000 equity shares pursuant to the buyback offer by utilizing a sum of Rs. 18,530.23 lacs (Rupees Eighteen Thousand Five Hundred Thirty Lakhs and Twenty Three Thousands Only) which represents 99.62% of the Maximum Buyback Size. The Company has completed the process of extinguishment of 46,50,000 Equity Shares bought back under the Buyback Process and closed the buyback process on July 05, 2023. Further the Buyback committee was dissolved by the Board in its meeting held on 06^th November, 2023.

7. Share Capital

As on 31^st March, 2024 the authorised share capital of the company is Rs. 50,00,00,000 and the issued, subscribed and fully paid-up share capital of the company is Rs. 43,65,00,000 which has reduced from previous year Rs. 44,11,50,000 due to the buy-back.

8. 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 Companies Act, 2013, SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 and corporate codes and 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.

9. Subsidiary companies, joint ventures and associate companies

Subsidiary companies

Pursuant to Section 134 of the Companies Act, 2013 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 https://www.emamiltd. in/wp-content/uploads/2023/08/17160727/ Policy-for-Determining-Materiality-of-Subsidiaries.pdf As of March 31, 2024, 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

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) Brillare Science Pvt. Ltd., wholly-owned

subsidiary of Emami Ltd;

x) Helios Lifestyle Private Limited, a 50.40% subsidiary of Emami Limited.

In compliance with IND-AS-110, your Company has prepared its consolidated financial statements, which forms part of this Annual Report. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a separate statement containing the salient features of the subsidiary companies in the prescribed form (AOC-1) is a part of the consolidated financial statements. 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, 2024, the Company clocked revenues worth Rs. 17423 lacs (previous year Rs. 17,922 lacs) and profit/ (loss) after tax of Rs. 4374 lacs [previous year Rs. 3,875 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 financial year 2021-2022, the name of the Company was changed from Emami Indo Lanka (Pvt) Ltd. to Emami Lanka (Pvt) Ltd.

During the period ended 31^st March, 2024, the Company earned revenues of Rs. 1563 lacs (previous year Rs. 891 lacs) and Profit/(loss) after tax of Rs. (217) lacs [previous year Rs. (53) 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, 2024, the Company clocked revenues worth Rs. 20770 lacs (previous year Rs. 23,479 lacs) and profit/loss after tax of Rs. 4371 lacs [previous year Rs. 1,477 lacs].

Creme 21, GmbH (Formerly Known as Fentus 113. GmbH)

Fentus 113 GmbH. Germany, was incorporated on 3^rd January, 2019. It is engaged in the business of manufacturing skin care products.

During the period ended 31^st March, 2024, the Company earned revenues of Rs. 40 lacs (previous year Rs. 80 lacs) and Profit/ (loss) after tax Rs. (12) lacs [previous year Rs. (17) 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, Dubai w.e.f., 15^th February, 2022. It is enaged in the trading business of FMCG products.

During the period ended March 31, 2024, the Company earned revenues of Rs. 12861 lacs (previous year Rs. 3,588 lacs) and Profit/(loss) after tax of Rs. (573) lacs [previous year Rs. (677) 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, 2024, the Company earned revenues of Rs. 4246 lacs [previous year Rs. 6,254 lacs] and Profit/ (loss) after tax of Rs. (705) lacs [previous year Rs. 699 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, 2024, the Company earned revenues of Rs. Nil lacs (previous year: Nil) and Profit/ (loss) after tax of Rs. (9) lacs [previous year profit of Rs. (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 Emami Overseas FZE in FY 2010-11. The Company has not yet commenced operations.

During the financial year ended 31^st March, 2024, the Company earned revenues of Rs. Nil [previous year: Nil] and profit/ loss after tax of Rs. (696) lacs [previous year Rs. (836) lacs].

Brillare Science Private Limited

Brillare Science Private Limited had become a subsidiary of Emami Limited w.e.f., 1^st October, 2021 and w.e.f., 27^th March, 2024, it has become a wholly-owned subsidiary of the company.

It is engaged in the manufacturing of professional saloon products and during the financial year ended 31^st March, 2024, the Company earned revenues worth Rs. 3361 lacs [previous year Rs. 1,958 lacs] and Profit/(loss) after tax of Rs. (1012) lacs [previous year Rs. (1,133) lacs].

Helios Life Style Private Limited

Helios Life Style Private Limited had become a subsidiary of Emami Limited w.e.f., 1^st July,

2022.

It is engaged in online male grooming sector and during the financial year ended 31^st March, 2024, it earned revenues worth Rs. 18292 lacs (previous year Rs. 11,500 lacs) and a profit/ (loss) after tax of Rs. 883 lacs [previous year Rs. (2,204) lacs].

Associate companies

As of March 31, 2024, 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, 2024 the Company earned revenues worth Rs. 1599 lacs (Previous year Rs. 324 lacs) and a profit/(loss) after tax of Rs. (550) lacs [previous year Rs. (421) 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 30% of its paid up capital on fully diluted basis.

During the financial year ended March 31, 2024, the Company earned revenue worth Rs. 666 lacs (Previous year Rs. 46 lacs) and a profit/(loss) after tax of Rs. (430) lacs [previous year Rs. (123) 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 31^st March, 2024, the Company earned revenues worth Rs. 10667 lacs [previous year Rs. 11835 lacs] and a profit/(loss) after tax of Rs. 522 lacs [previous year Rs. 815 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, 2024, the Company earned revenues worth Rs. 26 lacs [previous year Rs. NIL lacs] and a profit/ (loss) after tax of Rs. (79) lacs [previous year Rs. (13) 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, 2024, the Company earned revenues worth Rs. 2 lacs [previous year Rs. NIL lacs] and a profit/(loss) after tax of Rs. (17) lacs [previous year Rs. (2) lacs].

L0. Public Deposits

The Company has not accepted any public deposits covered under Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

L1. Non-convertible debentures

The Company did not issue any nonconvertible debentures during the financial year 2023-24.

L2. 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, 2024, stood at Rs. 2,44,659 lacs as against Rs. 2,30,280 lacs at the end of the previous year.

L3. 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.

L4. 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.

15. 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 till the conclusion of 44^th Annual General Meeting.

The Auditor's report on the standalone financial statement of the Company for the financial year ended on 31^st March, 2024 does not contain any qualification, reservation or adverse remark or disclaimer.

The Auditor's in their report to the members, on the consolidated financial statement of the Company, have given qualified opinion on the basis of one subsidiary, whose financial results/ statements were not audited by the auditors, and were furnished to them by the management. The management believes that there would not be any significant impact, had the financial information been subjected to audit by the auditors.

Pursuant to Regulation 34(2)(a), statement on Impact of Audit Qualifications as stipulated in Regulation 33(3)(d) for qualified opinion on consolidated financial statement is attached as Annexure 'IV', and forms part of this Report.

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 for FY 2023-2024.

The secretarial audit report certified by the secretarial auditors, in the specified form MR-3 is annexed herewith and forms part of this report (Annexure I). The secretarial audit report does not contain any qualifications, reservations or adverse remarks. Furthermore, the Secretarial Auditor M/s MKB & Associates,

Practicing Company Secretaries, has also certified the compliance as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same has been intimated to the stock exchanges within the stipulated time.

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 25, 2023 to audit the cost accounting records, as may be applicable to the Company for FY 2023-24 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, 2024.

M/s V. K. Jain & Co has been reappointed as cost auditors for FY 2024-25 by the Board of Directors in its meeting held on 29^th May, 2024 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 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.

Pursuant to Companies (Cost Records and Audit) Rules, 2014, the Cost Audit Report for the financial year March 31, 2023 was filed with the Ministry of Corporate Affairs within prescribed time.

16. 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 Companies Act, 2013 read with Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is annexed herewith and forms part of this Report. (Annexure II).

17. Annual Return

In terms of Section 92(3) the Companies Act 2013 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, 2024 is available on the website of the Company at http://www.emamiltd.in/investor-info/index. php#Compliance

18. 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 Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted a CSR policy, which is available at: https://www.emamiltd. in/wp-content/themes/emami/pdf/CSR-Policy.pdf

The Report on CSR expenditures during the FY 2023-24 is annexed herewith and forms part of this report (Annexure III).

During the year, the Company spent Rs. 1201.36 lacs on CSR activities against net obligations of Rs. 1198.24 lacs, which includes Rs. 170 lacs towards its on-going projects which has been transferred to a separate bank account in compliance with Section 135(6) of the Companies Act, 2013. Also, there is an excess spent of Rs. 3.12 lacs during the year under review which is available for set off in the succeeding Financial Year.

19. Directors and Key Managerial Personnel

Directors retire by rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 read with Rules made thereunder, Shri Prashant Goenka, Shri

R. S. Goenka and Smt. Priti A. Sureka are liable to retire by rotation at the 41^st Annual General Meeting and being eligible, offer themselves for re-appointment.

Whole-Time Director

Shri Prashant Goenka was re-appointed as a Whole-Time Director w.e.f., 20^th January, 2024 for a further period of five years by the members through Postal Ballot.The term of appointment of Smt. Priti A. Sureka will complete on 29^th January, 2025. Based on the recommendation of the Nomination & Remuneration committee, the Board has re-appointed Smt. Priti A. Sureka, as a WholeTime Director, for a further period of five years, commencing from 30^th January, 2025 subject to approval of the shareholders at the ensuing Annual General Meeting.

Independent Directors

The first term of appointment of Shri Anjanmoy Chatterjee, Smt. Avani Davda and Shri Rajiv Khaitan as Independent Directors of the Company will be completed on 1^st August, 2024. Considering their skills, expertise and contribution and based on the recommendation of the Nomination and Remuneration Committee, the board has proposed their re-appointment for a second term of five consecutive years commencing from 2^nd August, 2024 and approval of members have been sought by way of Special Resolutions 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.

Pursuant to section 149 of the Companies Act, 2013 and Regulation 25(8) of SEBI Listing Regulations, 2015 the company has received declarations from all the Independent Directors that they have met the criteria of Independence. The re-appointment of Independent Directors is as per the Board Diversity Policy of the Company.

None of the Directors of the Company is disqualified for being appointed/ re-appointed as Directors, as specified under section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel

Shri Sandeep Kumar Sultania was appointed by the Board of Directors on recommendation of the Nomination and Remuneration committee as the Company Secretary & Compliance Officer of the Company with effect from June 01, 2023, upon retirement of Shri. A. K. Joshi, former Company Secretary of the Company.

20. 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, 2024 is attached as part of the Integrated Annual Report.

21. Dividend Distribution Policy

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

22. 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.

23. 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 Companies Act 2013, 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 accessed at: https://www.emamiltd.in/investors/ corporate-governance/familiarization-pro -gramme-independent-directors/

24. Performance evaluation

Pursuant to the provisions of Section 178 of the Companies Act, 2013 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.

25. Number of meetings of the Board

The Board of Directors held four meetings during the year on May 25, 2023, August 07,

2023, November 06, 2023 and February 09,

2024. The maximum gap between any two meetings was less than 120 days, as stipulated under SEBI's Listing Requirements, 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.

26. Committees of the Board

The Company has constituted/reconstituted various Board-level committees in accordance with the requirements of Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Board has the following committees as under:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee

IV. Corporate Governance Committee

V. Corporate Social Responsibility Committee

VI. Risk Management committee

VII. Finance Committee

VIII. Share Transfer Committee

IX. Shares Buy-back Committee (Dissolved on 6^th November, 2023)

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.

27. 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.

28. 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/wp-content/uploads/2023/08/17161434/ WhistleBlowerPolicyEmami.pdf.

29. 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.

30. 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 Companies Act 2013 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.

31. Particulars of loans, guarantees and investments

Particulars of loans, guarantees and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 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.

32. Particulars of employees and

managerial remuneration

The information of employees and managerial remuneration, as required under Section 197(2) 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 accounts are not 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.

33. Board Policies

The details of the policies approved and adopted by the Board as required under the Act and Securities and Exchange Board of India (SEBI) regulations are provided in the Corporate Governance Report, forming part of this Integrated Annual Report.

34. 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 and 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.

35. 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 duly approved by the Board, is reviewed by the Risk Management Committee, Audit Committee and the Board on a quarterly 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.

36. 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 implemented 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. During the year under review, the company had received two complaints under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and it has been resolved. There is no pending case at any of the business places of the Company.

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.

37. 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.

38. Other Confirmations

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

39. 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, 2024, 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, 2024, 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.

40. 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.

41. 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: 29^th May 2024 Chairman

(DIN - 00152880)