Empire Industries Ltd

The Directors hereby present their Annual Report together with the Audited Accounts of the Company for the year ended 31^st March, 2024.

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 31^st March, 2024 subject to the approval of the Members at the Annual General Meeting on 20^th September, 2024. This will be paid on or after 20^th September, 2024 to the Members whose names appear in the Register of Members, as on the Record Date i.e. Wednesday, September 13, 2024. 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.

The Division-wise details are given below:

This division is in the business of manufacturing and marketing amber glass bottles of international quality for the pharmaceutical industry - both in India and abroad.

The division's fully automated plant produces more than 1.9 million glass bottles a day with sizes ranging from 5ml to 650ml.

The plant is located at Vikhroli, Mumbai. It boasts of a clientele of the multinational companies in India such as Glaxo Smith Kline, Pfizer, Abbott India, Merck India, Cipla, Wardex Pharmaceuticals, Himalaya Drug Co, Aristo, Procter & Gamble, Dabur India, Cadila healthcare, among others.

The division achieved a 3% higher turnover of Rs. 245.89 crores.

Out of the total turnover, exports were Rs. 34.63 Crores, less than last year because of a good local market.

There was an overall increase in profitability and this trend is expected to continue in the current year also.

Order in flow for the year was reasonably good and able to achieve the desired targets with a combination of high value and niche projects.

The division booked orders in various key sectors like Defense, Automotive, Steel Industries, Off- highway vehicle Industries, Renewable energy and Aerospace.

The make in India policy encourages private customers to enter defense sectors- this enabled the division to book some high value orders.

Order finalization from government sectors has been poor due to various levels of approval for Global tenders.

Revenue against shipment has been good due to various high value projects with higher value addition from Empire Machine Tool's.

For the year 24-25, the division has sufficient carry forward pending orders for shipment, followed by various orders to be executed with local sales & service content.

The main focus of sectors for the year 2024 -25 is as follows,

1. Renewable energy

2. Defense

3. Power Generation

4. Automotive

5. Off-highway Industries

6. Railways

7. Steel Industries

8. Nuclear power generation

9. Research Institutes / Organisations

10. Machine Tool's Industries

The targeted customers shall be OEM's followed by Tier 1 suppliers with proven and reliable product lines from Europe, Japan & South Korea.

In terms of order booking revenue, EIE achieved a good result. Significant contributions were from the Port & Shipyard sector. Steel and Metallurgy from Private sector also made significant contributions. Shell Forging line from ordinance factory was also a major achievement.

There has been a significant emphasis on "Green Energy sector", which is forecasted to be the future. Turntables for Coal India is another major emphasis.

For the coming year, the division expects significant results. The divisions' sales team has been enhanced, which should further boost the divisions' market penetration.

Profitability in 2023-24 was good, 2024-25 will be even better.

GRABBIT+'s vision is to be the most preferred vending service provider in India— by employing modern technology to create superior products, with customer- focused and process-driven operations.

Grabbit+ vending machine range from Snacks, Beverages & Perishable to Sanitary pad vending machines.

Grabbit + Vending Machine are superior quality, user friendly machines with sleek design.

The cornerstone of its business has always been its dedication to providing exceptional and seamless service to our customers. It goes to great lengths to make sure that it keeps this commitment.

Grabbit +diversified into the hygiene industry with its revolutionary brand, EMPERIA 1900, offering a comprehensive range of cleaning, disinfecting, personal care and hygiene care solutions. Named after its parent company and establishment decade, EMPERIA 1900 is committed to innovation and excellence.

With a focus on making India cleaner, safer, and healthier, EMPERIA 1900 aims to uphold its company's century-old commitment to excellence and ethics while leveraging technology and quality controls to enhance convenience, health, and productivity in institutions.

As EMPERIA 1900 strides into the future, its plans are expansive and dynamic. With a firm dedication to

innovation, it aim to further influence the hygiene care sector and emerge as the ultimate hygiene solution provider for various sectors.

The Empire Industrial Centrum is being developed on a 35-Acre property in Ambernath. The project started in the year 2014 - 2015 after obtaining all the necessary Government Approvals.

The current financial year ended on a highly positive note as the division received an overwhelming response to its latest project launch of two industrial buildings Chola and Maratha, wherein over 40% of its inventory already sold out within a month of its launch, a testament to the confidence that its customers repose on it.

This assurance encourages the division to achieve even greater heights of success and helps to be focused with the Company's long-term strategy. As the said project is being developed in phases it will strengthen the Company's performance in coming years and create strong and enduring value for all its stakeholders.

This division has registered its project with RERA for Phase-1-7. Out of which it delivered Phase-1,2 & 4 after receiving occupation certificate from MIDC for all the 7 buildings (3 residential and 2 industrial buildings from Phase-1, 1 residential building from Phase-2, and 1 industrial building from Phase 4).

It has completed the construction and received occupation certificate for Phase-3 comprising of 2 residential buildings in the last quarter of this financial year end. Phases 5 & 6 are under construction which comprises of 2 residential building and 1 Industrial building respectively. Registration of Phase 7 has been done in the current year under consideration which comprises of 1 industrial building for which the construction kicked off at the end of current financial year.

There has been momentum in the upcoming Chikhloli railway station at its land parcel for which land acquisition would be undertaken. Though the said railway project is still at a nascent stage, this division expects a boom in upcoming years as there would be a big upside in sales numbers.

The Empire Business Centre opened in June 2013 ? Lower Parel, Mumbai. Catering to office space needs c companies and individuals, which were looking a serviced and furnished office space units as a main sta product. Apart from office spaces it also offers othe allied services /products.

Allied products encompass - Meeting & Conferenc venues, Virtual Offices, Built to Suit office / customize' office spaces etc.

The Empire Business Centre has seen some of the bes brands take office space with it in the past year. The include best names in manufacturing, travel, banking consulting and IT amongst others.

Its Centre at Lower Parel now completes a decade i operations and commands a top tier pricing pe workstation and is known for its loyal clientele. Th centre has just got a lobby upgrade done bringing i elements of contemporary design.

The Airoli centre has seen stable revenues an commands the best pricing in the micro market.

The Co working / Business Centre market has see sustained demand buoyed by the ‘return to office momentum amongst corporates and also with many ne economy businesses growing at a fast pace.

The Empire Business Centre (TEBC) has its presenc in the CBD of Lower Parel - Mumbai and the IT corrido of Navi Mumbai- Airoli. To ensure client retention TEBC has regular customer feedback surveys an employs service personnel who have professiona training in customer service.

TEBC enjoys a long standing & good workin relationship with the broker channel partners along wit a strong digital presence to solicit prospective customer

With our presence in these two key markets we continu to scout for profitable market locations in Mumbai an other key CBD areas of India.

The Empire Commercial Property Division manage Empire Industries Ltd.'s owned properties located ? Lower Parel and Vikhroli, Mumbai.

The campuses are landmark addresses known for its verdant settings, great connectivity & well -maintained premises. The campuses comprise about 10 lakh Sq. ft. of Commercial and IT office space. Over the years the office complexes and both the markets has had excellent brands such as, HDFC Bank, Zee Entertainment, ICICI Bank, CNBC TV18, TCPL and others amongst its clients.

The IT/ITES Park at Vikhroli, Mumbai, consists of 2 buildings - Empire Plaza 1 and Empire Plaza 2. Both buildings are at 100% occupancy.

The Commercial space at Empire Complex located in Lower Parel, Mumbai, is currently 67% occupied.

Empire Foods division imports and procures Frozen and chilled food products from all over the world and sells to the HORECA (Hotels, Restaurants and Caterers) sector throughout India. It has various branch offices located throughout the country and is the largest importer and distributor of frozen and chilled food in India.

The year under review was an important growth year in terms of addition of new products to the business. The division entered the bakery category with products like Whipping Cream, Cream Cheese etc.

It also began to import Chilled fish like Fresh salmon from Norway and Australia, besides importing Japanese Products like Edamame and Mukimame from Indonesia.

It has got a very good response from the market on all the new products launched last year.

The division also started new Branches in Goa and Vizag during the year to expand its reach further in the country. In the current year, this division is focusing on strengthening the sales of all the new products launched recently throughout the country.

The division expects to do well in the current year.

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).

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.

During the year four Board Meetings on 22/05/2023, 11/08/2023, 08/11/2023 and 07/02/2024 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.

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, 2024, 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, 2024 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.

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-a-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, 2016, 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

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.

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.

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.

At the meeting of board of directors held on May 22, 2024, based on the recommendation of Nomination & Remuneration Committee, the re-appointment of Mr. Dileep Malhotra (DIN : 00027168) as Joint Managing 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, 2024 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. Dileep Malhotra having Director Identification Number 00027168, retire by rotation at this Annual General Meeting and being eligible offer himself for reappointment.

At the meeting of board of directors held on May 22, 2024, based on the recommendation of Nomination & Remuneration Committee, the remuneration of Mr. Ranjit Malhotra, Managing Director, designated as Vice Chairman, being revised for the remaining period from September 20, 2024 to September 30, 2028 on terms and conditions including remuneration as recommended by the Nomination and Remuneration Committee of the Board and by the Board subject to the approval of members at ensuing annual general meeting.

The Board of Directors, at its meeting held on May 22, 2024, based on the recommendation of the Nomination & Remuneration Committee, have re-appointed Ms. Geetanjali Naidu (DIN: 08713727) as an Independent Director of the Company for a second term of 5 (five) consecutive years with effect from April 6, 2025 upto April 5, 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 re-appointment. Ms. Geetanjali Naidu (DIN: 08713727) 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, Ms. Geetanjali Naidu (DIN: 08713727) is not required to pass an online proficiency self-assessment test conducted by the ‘Indian Institute of Corporate Affairs'

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. 1808.36 Lakh.

(b) Remained unpaid or unclaimed as at the end of the year: Rs. 219.80 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

(iii) At the end of the year: Nil

Deposits received from Directors amounting to Rs. 1096.00 Lakhs and from NRO amounting to Rs. 2150.00, 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.

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 121^st 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 121^st AGM till the conclusion of the 126^th 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 2023-24. 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 Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records 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 20242025 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.

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.