Empire Industries Ltd

AND MANAGEMENT DISCUSSION AND ANALYSIS

The Directors hereby present their Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2025.

1. FINANCIAL RESULTS:

2. DIVIDEND:

Your Directors are pleased to recommend a Dividend of

Rs. 25/- per equity share of face value of Rs.10/- each for the year ended 31st March, 2025 subject to the approval of the Members at the Annual General Meeting on 22nd September, 2025. This will be paid on or after 22nd September, 2025 to the Members whose names appear in the Register of Members, as on the Record Date i.e. Monday, September 15, 2025. The total dividend for the financial year will absorb Rs. 1499.99 Lakh (Previous

Year Rs. 1499.99 Lakh) recommended by the members of the Board and to be approved in the General Meeting.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020 and the Company is required to deduct tax at source

(TDS) from dividend paid to the Members at prescribed rates under section 194 of the Income-tax Act, 1961.

The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy and dividend will be paid out of the profits for the year. The

Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations,

2015 ("SEBI Listing Regulations") is available on the Company's website.

3. OPERATIONS:

The Division-wise details are given below:

A. VITRUM GLASS

Vitrum Glass is a leader in manufacturing and marketing high-quality glass bottles for the pharmaceutical industry in India and overseas. Its fully automated plant at Vikhroli produces over 1.9 million bottles daily (5ml to 650ml).

Major clients include Merck India, GlaxoSmithKline, Abbott India, Cipla, Ajanta Pharma, Zydus, Himalaya, Dr. Reddy's, Aristo, Dabur, Cadila, Wardex, and Emami.

The division achieved a turnover of Rs. 250.07 crores, with exports of Rs. 47.58 crores. Margins faced pressure due to rising fuel and input costs, but strong performance is expected in the coming year.

B. EMPIRE MACHINE TOOLS (EMT)

The division recorded highly encouraging order inflows across Defense, Automotive, Steel, Off

Highway Vehicles, Renewable Energy, and Aerospace sectors. "Book and Bill" orders with advances ensured positive cash flow and steady profitability, further supported by exchange rate variation gains.

The "Make in India" initiative boosted private sector defense and aerospace orders, though government order finalization was slower due to complex approval processes. Revenue from shipments remained strong. The outlook for FY 2025–26 is promising with a robust order pipeline and a focus on enhanced local sales and service components. Anticipated minimum advances of 20 30% will help maintain cash flow.

Key sectors include Renewable Energy, Aerospace,

Defense, Power Generation, Automotive, Off-

Highway Industries, Railways, Steel, Nuclear Power, Research Institutes, and Machine Tools. Target customers are OEMs and Tier 1 suppliers using trusted product lines from Europe, Japan, and South Korea.

C. EMPIRE INDUSTRIAL EQUIPMENT (EIE)

The division had a challenging year as several large project orders were postponed or dropped. However, prospects for FY 2025–26 are bright, with strong order expectations from Ports & Shipyards, Oil & Gas, and Steel & Metallurgy sectors.

Growing private investments, major government initiatives, and projects such as Petronet LNG and

Bina Refinery expansion signal significant growth. Notable orders include breakthroughs from

JSW and JM Baxi and emission control equipment for

SAIL, Bokaro Steel Plant supported by expansions from Tatas and JSW.

EIE is well-positioned for growth with solid invoicing and collection performance.

D. EMPIRE VENDING (GRABBIT+)

Grabbit+ continued to strengthen its position through innovation and enhanced user experiences. The solution offers smart, cashless vending systems for modern workplaces, integrating digital wallets, centralized management, and data-driven inventory systems to support wellness-oriented, tech-savvy environments.

Emperia 1900, the hygiene vertical, expanded its footprint in institutional sectors by providing advanced cleaning and disinfection solutions leveraging Smart Micellar Technology and 5th Gen Quat Chemistry. Emphasis remains on supporting initiatives such as Swachh Bharat through innovative products and comprehensive partner training.

E. EMPIRE INDUSTRIAL CENTRUM

Spread across 35 acres, Empire Industrial Centrum continues to set new standards in design, construction, and delivery. The project is registered under RERA in phases, with Phases 1 to 4 delivered, Phases 5 and 6 under construction, and Phase 7 launched.

Detailed building-wise status is as follows:

The upcoming Chikhloli railway station near the project site is expected to drive sales and collections significantly. Plans to launch a commercial building within the Centrum will further strengthen growth.

F. THE EMPIRE BUSINESS CENTRE (TEBC)

TEBC offers premium serviced and furnished office spaces in Mumbai's Lower Parel and Airoli. The Lower Parel centre achieved strong occupancies following a lobby upgrade, while Airoli maintained stable revenues and premium positioning.

The co-working market remains strong, supported by corporate return-to-office trends and rapid new economy growth. TEBC is actively exploring further expansion opportunities in Mumbai and other key CBDs.

G. EMPIRE COMMERCIAL PROPERTY

This division manages prime properties in Lower

Parel and Vikhroli, comprising around 10 lakh sq. ft. of commercial and IT office space.

The Vikhroli IT/ITES park is fully occupied, and Lower Parel maintains 98% occupancy.

Major clients include HDFC Bank, Zee Entertainment, ICICI Bank, CNBC TV18, and TCPL.

H. EMPIRE FOODS

Empire Foods remains India's largest importer and distributor of frozen and chilled foods for the HORECA sector.

Strong growth was recorded, led by dairy products and an increased market share in imported cheese. With more product launches planned and strong sales momentum, continued growth is expected in the coming year.

4. CAPITAL EXPENDITURE

The major Capital Expenditure is on account of Plant & Machinery Rs. 176.58 Lakh (Rs.232.61 Lakh), Vehicles

Rs.271.06 Lakh (Rs. 241.92 Lakh), Office Equipment Rs.96.89 Lakh (Rs.123.17 Lakh), Furniture & fixtures

Rs.41.80 Lakh (Rs. 15.59 Lakh) and Software Rs.24.98 Lakh (Rs. 8.49 Lakh).

5. SHARE CAPITAL

During the year under review, there was no change in authorized share capital of the Company. The total authorized capital is Rs.15.50 Crore and paid-up equity share capital of your Company is Rs.6 Crore.

6. EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 134 (3) (a) of the Companies Act 2013 read with the Companies (Management and

Administration) Amendment Rules 2020 vide notification dated 28.08.2020, the draft annual return prepared in accordance with Section 92(3) of the Companies Act, 2013 is made available on the website of the Company and can be accessed at http://www.empiremumbai.com/ AnnualReport.zip.

7. NUMBER OF MEETINGS OF THE BOARD

During the year four Board Meetings on 22/05/2024, 05/08/2024, 13/11/2024 and 03/02/2025 were convened and held. The details of Board and Committee meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The Independent Directors met on February 3, 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-

Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.

8. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'

Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2025 and of the profit and loss of the company for that period; (c ) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) the directors had prepared the annual accounts on a going concern basis.

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

"Internal Financial Controls" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including the adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

(f) the directors had devised proper systems to ensure compliances with the provisions of the applicable laws and that such systems were adequate and operating effectively.

9. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a

Director and other matters provided under sub-section (3) of section 178 relating to the remuneration for the Directors, key managerial personnel, and other employees.

As required by the rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the prescribed details are annexed to this report.

There is no qualification, reservation or adverse remark or disclaimer made –

(i) by the auditor in his report; and

(ii) by the Company Secretary in practice in her secretarial audit report.

There are no loans given, guarantees issued or investments made to which provisions of Section 186 are applicable to the Company.

As per Regulation 34(3) and 53(f) of SEBI (Listing

Obligations and Disclosure Requirements) Regulations,

2015 and the Listing Agreement with the Stock Exchange, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Secretarial Auditor confirming compliance forms an integral part of this Report.

The Institute of Company Secretaries of India has mandated compliance with the Secretarial Standards on Board Meetings and General Meetings. During the year under review, the Company has complied with the applicable Secretarial Standards.

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons who may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee, which has been reviewed by it and approved by the Board. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are of a foreseen and repetitive nature and also been done at arm's length basis. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company. The report of the Board in respect of the particulars of contracts or arrangements with related parties referred to sub-section (1) of section 188 in Form AOC-2 is annexed to this report as Annexure D.

Information pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, relating to the foregoing matters is given in the Annexure - A forming part of this report.

The Risk Management Committee with its members performs its activities according to the Risk Management

Policy finalized by the Board indicating the development and implementation of Risk Management.

The Company has developed and implemented the CSR policy to carry out activities in health and education and also formed KARO Trust which has been registered on 12.03.2015 with Charity Commissioner, Mumbai for this purpose. The policy is put up on Company's website. CSR report as per the provision of section 135 of the Companies Act, 2013 is annexed to this report as

Annexure -B.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations 2015 as amended from time to time, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Pursuant to the provisions of Section 125 of Companies Act, 2013 the Unclaimed Dividend, Fixed Deposits and interest thereon which remained unpaid/unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013.

As per provisions of Section 125(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)

Rules, 2016 ("the Rules") notified by the Ministry of Corporate Affairs effective from September 7, the Company is required to transfer all shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more in the name of Investor Education and Protection Fund (IEPF) Suspense Account established by the Central Government. Accordingly, the Company has transferred shares to IEPF Authority.

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act') and Rules made thereunder, the Company has constituted Internal Committees (IC). While maintaining the highest governance norms, the Company has appointed external independent persons, who have done work in this area and have requisite experience in handling such matters. During the year, no complaint with allegations of sexual harassment was received by the Company. In order to build awareness in this area, the Company has been conducting programmes in the organisation on a continuous basis. a) Number of sexual harassment complaints received during the year : Nil b) Number of complaints resolved during the year : Nil c) Number of cases pending for more than ninety days – Nil

22. DECLARATION UNDER MATERNITY BENEFIT

The Company has complied with the requirements of Maternity Benefit Act, 1961 and affirm that the Company is in full compliance with this legislation. The Company is committed to foster a safe, equitable, and supportive workplacefor women during and after pregnancy.

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report marked as Annexure -C.

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, is 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 meeting of board of directors held on August 13, 2025, based on the recommendation of Nomination & Remuneration Committee, the re-appointment of Mr. Kabir Malhotra (DIN : 07019714) as Whole Time Director designated as an Executive Director of the Company has been approved for a further period of 5 (five) years from the expiry of his present term of office, that is, with effect from October 1, 2025 subject to the approval of members at ensuing annual general meeting.

In accordance with the provisions of the Companies Act, 2013, and the Articles of Association of the Company,

Mr. Kabir Malhotra having Director Identification

Number 07019714, retire by rotation at this Annual

General Meeting and being eligible offer himself for reappointment.

The Board of Directors, at its meeting held on August 13, 2025, based on the recommendation of the Nomination & Remuneration Committee, have appointed Mr. Sujoy Sengupta (DIN: 07644326) as an Independent Director of the Company for a first term of 5 (five) consecutive years with effect from September 22, 2025 upto September

21, 2030 (both days inclusive), subject to the approval of the Members of the Company by way of Special Resolution. Accordingly, approval of the Members is being sought at the ensuing AGM for his appointment. Mr. Sujoy Sengupta is a person of high repute, integrity and has rich and varied experience which will be an invaluable input to the Company's strategic direction and decision making. His contributions and guidance during the deliberations at the Board and Committee meetings have been of immense help to the Company. Pursuant to the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, Mr. Sujoy Sengupta (DIN: 07644326) is required to pass an online proficiency self-assessment test conducted by the ‘Indian Institute of Corporate Affairs'.

The Board of Directors, at its meeting held on August 13, 2025, based on the recommendation of the Nomination

& Remuneration Committee, have appointed Mrs. Bhavna Damodar Prabhu (DIN: 11147367) as Woman

Independent Director of the Company for a first term of 5 (five) consecutive years with effect from September

22, 2025 upto September 21, 2030 (both days inclusive), subject to the approval of the Members of the Company by way of Special Resolution. Accordingly, approval of the Members is being sought at the ensuing AGM for her appointment. Mrs. Bhavna Damodar Prabhu is a person of high repute, integrity and has rich and varied experience which will be an invaluable input to the Company's strategic direction and decision making. Her contributions and guidance during the deliberations at the Board and Committee meetings have been of immense help to the Company. Pursuant to the provisions of Rule

6 of the Companies (Appointment and Qualifications of

Directors) Rules, 2014, Mrs. Bhavna Damodar Prabhu

(DIN: 11147367) is required to pass an online proficiency self-assessment test conducted by the ‘Indian Institute of

Corporate Affairs'.

Completion of tenure of Mr. Subodh Chandra, Non-Executive Independent Director of the Company

The tenure of Mr. Subodh Chandra (DIN : 02076844), Non-Executive Independent Director of the Company has been completed on 27th September, 2025, who was re-appointed as an Independent Director of the Company for his 2nd term in annual general meeting held on 28th September, 2020.

The Board appreciated for his crucial leadership and his rich knowledge base through which the company immensely benefitted. The Board of Directors and the

Management of the Company expressed deep appreciation and gratitude to Mr. Subodh Chandra for his extensive contribution and stewardship.

The tenure of his directorship and membership in various committees of Mr. Subodh Chandra has been ended on 27th September, 2025.

There are no companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

The details relating to deposits covered under Chapter V of the Act –(a) Accepted during the year: Rs 2257.06 Lakh.

(b) Remained unpaid or unclaimed as at the end of the year: Rs. 183.47 Lakh.

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-(i) At the beginning of the year: Nil (ii) Maximum during the year: Nil of

(iii) At the end of the year: Nil

Deposits received from Directors amounting to Rs. 1171.73 Lakhs and from NRO amounting to Rs. 260.00 Lakh , which are exempted deposits and not covered under the provisions of sections 73 to 76 of the Companies Act, 2013 as amended from time to time.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. of

The Company conducts its business with integrity and high standards of ethical behavior and in compliance with the laws and regulations that govern its business. The Company has a well-established framework of internal controls in operation, supported by standard operating procedures, policies and guidelines, including suitable monitoring procedures and self-assessment exercises.

In addition to external audit, the financial and operating controls of the Company at various locations are reviewed by the Audit Committee of the Board. The Audit

Committee reviews the adequacy and effectiveness of the implementation of audit recommendations including those relating to strengthening Company's management policies and systems.

As required by the Companies Act 2013, the Company has implemented an Internal Financial Control (IFC)

Framework. Section 134(5)(e) requires the Directors to make an assertion in the Directors Responsibility Statement that the Company has laid down internal financial controls, which are in existence, adequate and operate effectively. Under Section 177(4)(vii), the Audit Committee evaluates the internal financial controls and makes a representation to the Board. The purpose of the IFC is to ensure that policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business are implemented, including policies for and the safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

Members of the Company at the 121st AGM held on September 21, 2022, approved the re-appointment M/s. A. T. Jain & Co., Chartered Accountants (Firm Registration No.103886W), as the Auditors of the Company for a further period of five years from the conclusion of the ensuing 121st AGM till the conclusion of the 126th AGM. In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of Statutory Auditors.

The report of the Statutory Auditor forms part of the

Integrated Report and Annual Accounts for financial year 2024-25. The said report does not contain any qualification, reservation, adverse remark or disclaimer.

During the year under review, the Statutory Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Deepa Gupta, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed to this report.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to your approval being sought as the ensuing AGM Ms. Deepa Gupta, Practicing Company Secretary (C. P. No. 8168) (Peer Review Number: 2027/2022)) has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your

Company for the first term of five consecutive years from FY 2025-2026 till FY 2029-2030. Ms. Deepa

Gupta, Practicing Company Secretary has confirmed that she is not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of your Company.

31. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 and read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records and maintained by the Company in respect of its Construction activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Vinay Mulay & Co. to audit the cost accounts of the Company for the financial year 2025-2026 on a remuneration of Rs. 1,50,000/-. As required under the

Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's approval for the remuneration payable to M/s. Vinay Mulay & Co., Cost Auditors is included at Item No. 4 of the Notice convening the Annual General Meeting.

32. REPORTING OF FRAUDS BY AUDITORS the

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Company's officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end . user machines to network, application and the data.

During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

Your Directors would like to express their gratitude for the abundant assistance and co-operation received by the Company from its workers, staff, officers, Consortium

Banks, members and other Government Bodies during the year under review.

The Directors also recognize and appreciate all the employees for their commitment, commendable efforts, teamwork, professionalism and continued contribution to the growth of the Company.