Directors Report of Indian Emulsifiers Ltd.

Mar 31, 2025

The Board of Directors of the Company have great pleasure in presenting the 5th Board''s Report of the Company
together with Audited Financial Results for the year ended March 31, 2025. This report states compliance as per the
requirements of the Companies Act, 2013 (“the Act”), the Secretarial Standards, the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other rules
and regulations as applicable to the Company.

FINANCIAL PERFORMANCE:

The highlight of the financial performance of the Company for the year ended March 31, 2025 is summarized as
follows:

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	10,122.62	6,667.60
Other Income	142.89	3.76
Total Income	10,265.51	6,671.36
Employee Benefit Expenses	123.94	72.37
Financial Cost	240.89	231.55
Depreciation and amortisation	222.52	168.84
expenses
Other Expenses	8036.80	5116.24
Total Expenses	8,624.16	5,589.01
Profit/(Loss) before Tax	1,641.35	1,082.35
Less: Exceptional items	-	-
Profit/(Loss) before Tax	1,641.35	1,082.35
Current Tax	310.50	196.79
Deferred Tax	0.95	3.19
Profit/(Loss) after tax	1,329.90	882.37
Other Comprehensive income/	3.24	0.08
(cost) for the financial year
Total Comprehensive income/(loss)	1,333.14	882.45
for the financial year
Earnings per Equity Share
(1) Basic	11.40	12.41
(2) Diluted	9.35	12.00

Sr. No. Name of CIN/ GIN Type % of Share Applicable Applicable

Company Holding Section Section

1 M/s. Southers ACN 677 826 603 Foreign Wholly 100% 2(87) 2(87)

Emulsifiers Solutions Owned Subsidiary

Pty Ltd* Company

Sr. No	Name of Director	Designation
1.	Yash Tikekar	Chairman and Managing Director
2.	Abhay Tikekar	Whole-Time Director
3.	Rajesh Madhukar Joshi	Non-Executive, Director
4.	Rajaram Gordhanlal Agarwal	Non-Executive, Independent Director
5.	Vaishali Dipen Tarsariya	Non-Executive, Independent Director
6.	Mandeep Brijkishore Pandey	Chief Financial Officer
7.	Ramraj Singh Thakur	Company Secretary & Compliance Officer

Our Company is engaged in the business of
Manufacturing and Supplying of Specialty Chemicals i.e.,
Esters, Amphoterics, Phosphate Esters, Imidazolines,
Wax Emulsions, SMO & PIBSA Emulsifiers.

FINANCIAL PERFORMANCE OVERVIEW

During the year under review, the Company has earned
a total revenue of Rs. 10,265.51 Lakhs for the year
ended March 31, 2025 as against Rs. 6,671.36 Lakhs in
the previous financial year.

The Company has recorded a profit (PBT) of Rs. 1,641.35
Lakhs for the year ended March 31, 2025 as compared
to Rs. 1,082.35 Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended
March 31, 2025 increased drastically and stood at Rs.
1,333.14 Lakhs as compared to Rs. 882.37 Lakhs in the
previous financial year.

DIVIDEND/ TRANSFER TO RESERVES:

The Dividend policy for the year under review has been
formulated and taking into consideration of growth of
the Company and to conserve resources, the Directors
do not recommend any Dividend for the year ended
March 31, 2025.

Your Company has not transferred the profits for year
ended March 31, 2025 to Reserves and Surplus.

MATERIAL CHANGES AND COMMITMENTS BETWEEN
THE END OF THE FINANCIAL YEAR OF THE COMPANY
TO WHICH THE FINANCIAL STATEMENT RELATE AND
THE DATE OF THIS REPORT:

The Company''s shares are listed on NSE Emerge
platform with ISIN ''INE0RRU01016'' & symbol ''IEML''
w.e.f. 22nd May, 2024.

DEPOSITS:

The Company has neither accepted nor renewed any
deposits falling within the purview of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance
of Deposits) Rules 2014 as amended from time to time,
during the year under review.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Business of the
Company during the financial year ended March 31,
2025.

CAPITAL STRUCTURE:

During the year under review, the Company had
successfully come out with its maiden SME - IPO (Initial
Public Offering). The Public issue consisted of 32,11,000
Equity Shares at price of Rs. 132/- (including a premium
of Rs. 122/- Equity Shares) aggregating to Rs. 4,238.52
Lakhs consisting fully of fresh issue of 32,11,000 Equity
Shares aggregating to Rs. 4,238.52 Lakhs which was
opened for subscription on May 10, 2024 and closed
on May 16, 2024 for all the applicants. The Company
received the overwhelming response for the said IPO
issue and said shares got listed on the NSE - Emerge
platform on May 22, 2024. After completion of IPO, the
paid-up share capital of the Company increased to Rs.
12,22,22,220/-

AUTHORIZED SHARE CAPITAL:

The Authorized Share Capital of the Company as on
March 31, 2025 is Rs. 14,00,00,000/- (Rupees Fourteen
Crore) divided into 1,40,00,000 Equity shares of Rs.
10/- each fully paid-up.

ISSUED AND PAID-UP CAPITAL:

During the year under review, the Company has made
an allotment of 32,11,000 Equity shares having face
value of Rs. 10/- on the issue price of Rs. 132/- on 17th
May, 2024 pursuant to Initial Public Offer of Company.

As on March 31, 2025 the paid-up Equity Share Capital
was Rs. 9,01,12,220/- divided into 90,11, 222 Equity
Shares of Rs. 10/- each.

DISCLOSURES RELATING TO HOLDING, SUBSIDIARY,
ASSOCIATE COMPANY, AND JOINT VENTURES:

As on March 31, 2025 the Company has no Holding,
Subsidiaries, Associate Company, and Joint Venture,
except following 1 (One) Wholly Owned Subsidiary
Company:

* M/s. Southers Emulsifiers Solutions Pty Ltd, a
Foreign subsidiary company of the Company has
been incorporated on May 31, 2024 at Australia. The
Company has subscribed 1000 Ordinary shares of
AU$ 1.00 each. The main object of the incorporated
company is Manufacturing and Supplying of Specialty
Chemicals. is yet to start its business activities.

Pursuant to first proviso to sub-section (3) of section 129
read with rule 5 of Companies (Accounts) Rules, 2014
a statement containing salient features of the financial
statement of subsidiaries or associate companies or
Joint ventures in Form AOC- 1 is annexed and marked
as Annexure-A1.

STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of
Section 149 of the Companies Act, 2013, the Company
has received individual declarations from all the
Independent Directors confirming that they fulfil the
criteria of Independence as specified in Section 149(6)
of the Companies Act, 2013.

The Independent Director have complied with the Code
of Conduct for Independent Directors prescribed in
Schedule IV of the Act. In view of the available time
limit, those Independent Director who are required to
undertake the online proficiency self-assessment test
as contemplated under Rule 6(4) of the Companies
(Appointment and Qualification of Directors) Rules,
2014, had committed to perform the test within time
limit stipulated under the act. The Company has
received declarations from all Independent Directors of
the Company confirming that they continue to meet the
criteria of Independence as prescribed under Section
149 of the Companies Act 2013.

LISTING OF SHARES:

The Company''s shares are listed on NSE Emerge
platform with ISIN INE0RRU01016 & IEML w.e.f. 22nd
May, 2024.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of Board of Directors and Key
Managerial Personnel (KMP) of the Company as on
March 31, 2025 were as follows:

BOARD AND COMMITTEE MEETING:

Number of Board Meetings

The Board of Directors met 10 times during the
financial year ended March 31, 2025 in accordance
with the provisions of the Companies Act, 2013 and
rules made there under. The intervening gap between
two Board Meeting was within the period prescribed
under the Companies Act, 2013 and as per Secretarial
Standard-1. The prescribed quorum was presented for
all the Meetings and Directors of the Company actively
participated in the meetings and contributed valuable
inputs on the matters brought before the Board of
Directors from time to time.

COMMITTEES OF THE BOARD:

The Company has four committees viz; Audit
Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee and Corporate
Social Responsibility Committee which has been
established as a part of the better Corporate Governance
practices and is in compliance with the requirements of
the relevant provisions of applicable laws and statutes.

I. Audit Committee:

The Audit Committee of the Company is constituted under the provisions of section 177 of the Companies Act,
2013.

Composition of the Committee is as follow:

Sr. No.	Name	Designation
1.	Rajaram Gordhanlal Agarwal	Chairman
2.	Vaishali Dipen Tarsariya	Member
3.	Yash Tikekar	Member

All the recommendation made by the Audit Committee in the financial year 2024-25 was approved by the Board.
The Audit Committee members met 4 times during the year for conducting the Meeting.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of the Company is constituted under the provisions of section 177 of
the Companies Act, 2013.

Composition of the Committee is as follows:

Sr. No.	Name	Designation
1.	Rajaram Gordhanlal Agarwal	Chairman
2.	Vaishali Dipen Tarsariya	Member
3.	Rajesh Madhukar Joshi	Member

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES:

CSR provides an opportunity to the Companies to effectively align its values and strategy for the benefits of the
society, by contributing to the social, economic and environmental development of the society at large.

The composition of Committee is as follow:

Sr. No.	Name	Designation
1.	Vaishali Dipen Tarsariya	Chairman
2.	Yash Tikekar	Member
3.	Rajaram Gordhanlal Agarwal	Member

The Corporate Social Responsibility Committee members met 1 time during the year for conducting the Meeting.

Further the Board of directors has also approved the CSR policy formulated in accordance with the Act (as
amended from time to time), guides the Company to serve the society which can be accessed on the website of
the Company at link https://indianemulsifiers.com/

The disclosure as per provisions of Companies Act, 2013 on CSR activities forming part of this Report is attached
as Annexure - E

The Nomination & Remuneration Committee members met 2 times during the year for conducting the Meeting.

III. Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted under the provisions of section 177 of the
Companies Act, 2013.

Composition of the Committee is as follow:

Sr. No.	Name	Designation
1.	Vaishali Dipen Tarsariya	Chairman
2.	Yash Tikekar	Member
3.	Rajaram Gordhanlal Agarwal	Member

The Stakeholder Relationship Committee members met 2 times during the year for conducting the Meeting.

IV. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of the Company is constituted under the as per the provisions of
the Companies Act, 2013.

CORPORATE GOVERNANCE REPORT:

Since the Company is listed on SME platform of NSE
Emerge., the provisions of Corporate Governance are
not applicable on the Company.

NOMINATION AND REMUNERATION
FORMATINGT:

The Company believes that building a diverse and
inclusive culture is integral to its success. A diverse
Board, among others, will enhance the quality of
decisions by utilizing different skills, qualifications,
professional experience and knowledge of the Board
members necessary for achieving sustainable and
balanced development. In terms of SEBI Listing
Regulations and Act, the Company has in place
Nomination & Remuneration Policy.

The said policy of the Company, inter alia, provides that
the Nomination and Remuneration Committee shall
formulate the criteria for appointment of Executive,
Non-Executive and Independent Directors on the Board
of Directors of the Company and persons in the Senior
Management of the Company, their remuneration
including determination of qualifications, positive
attributes, independence of directors and other
matters as provided under sub-section (3) of Section
178 of the Act (including any statutory modification(s)
or re- enactment(s) thereof for the time being in
force). The Policy also lays down broad guidelines
for evaluation of performance of Board as a whole,
Committees of the Board, individual directors including
the chairperson and the Independent Directors. The
aforesaid Nomination and Remuneration Policy has
been uploaded on the website of your Company www.
indianemulsifiers.com

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS:

The Board members are provided with necessary
documents/ brochures, reports, and internal policies
to enable them to familiarize with the Company''s
procedures and practices, the website link is www.
indianemulsifiers.com

ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act and
the SEBI Listing Regulations, a structured questionnaire
was prepared for evaluating the performance of Board,
its Committees and Individual Director including
Independent Directors. The questionnaires were
prepared after taking into consideration the various
facets related to working of Board, its committee
and roles and responsibilities of Director. The Board

and the Nomination and Remuneration Committee
reviewed the performance of the Individual Directors
including Independent Directors on the basis of the
criteria and framework adopted by the Board. Further,
the performance of Board as a whole and committees
were evaluated by the Board after seeking inputs
from all the Directors on the basis of various criteria.
The Board of Directors expressed their satisfaction
with the evaluation process. In a separate meeting
of Independent Directors, the performance of Non¬
Independent Directors, performance of Board as a
whole and performance of the Chairman was evaluated,
taking into account the views of the Executive Directors
and Non-Executive Directors.

VIGIL MECHANISM FOR THE DIRECTORS AND
EMPLOYEES:

The Company has established a vigil mechanism,
through a Whistle Blower Policy, where Directors
and employees can voice their genuine concerns
or grievances about any unethical or unacceptable
business practice. A whistle-blowing mechanism not
only helps the Company in detection of fraud, but is
also used as a corporate governance tool leading to
prevention and deterrence of misconduct.

It provides direct excess to the employees of the
Company to approach the Compliance Officer or the
Chairman of the Audit Committee, where necessary.
The Company ensures that genuine Whistle Blowers
are accorded complete protection from any kind of
unfair treatment or victimization. The Whistle Blower
Policy is disclosed on the website of the Company at
www.indianemulsifiers.com

RISK MANAGEMENT:

The Board of the Company has evaluated a risk
management to monitor the risk management plan
for the Company. The Audit Committee has additional
oversight in the area of financial risk and controls. Major
risks identified by the businesses and functions are
systematically addressed through mitigating actions on
continuing basis.

PARTICULARS OF LOANS, GURANTEES OR
INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees or investments covered
under Section 186 of the Companies Act, 2013 are given
in the Note to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES UNDER SECTION 188 OF THE
ACT:

All related party transactions that were entered into
during the Period under review, were on arm''s length
basis and in the ordinary course of business. No
materially significant related party transactions which
required the approval of members, were entered into by
the Company during the Period under review. Further,
all related party transactions entered by the Company
are placed before the Audit Committee for its approval.

The particulars of the contracts or arrangements
entered by the Company with related parties as referred
to in Section 134(3)(h) read with section 188(1) of the
Act and rules framed thereunder, in the Form No. AOC-
2 are annexed and marked as Annexure-A.

STATUTORY AUDITORS:

M/s. Dave & Dave., Chartered Accountants (Firm
Registration No. 012163W) were appointed as the
Statutory Auditors of Company at the 4th Annual
General Meeting for the period of 5 years i.e., from F.Y.
2024-25 to 2028-29.

Further the Statutory Auditors have submitted their
Report on the Financial Statements for the financial
year ended March 31, 2025, forming part of this Report
and there is no qualifications, reservations or adverse
remarks made by the statutory auditor of Company in
their Audit Report for the year under review.

The notes on accounts referred to the Auditors'' Report
are self-explanatory and therefore, do not call for any
further explanation.

SECRETARIAL AUDITORS

M/s. Nikunj Kanabar & Associates, Company Secretaries,
(Firm Registration Number: S2024MH981100,

Membership No. F12357 and CP No. 27358) were
appointed as the Secretarial Auditors of the Company
for financial year 2024-2025 by the board of directors
at their meeting held on March 7, 2025.

The Secretarial Audit report received from the
Secretarial Auditors is annexed to this report marked
as Annexure B and forms part of this report.

Further, pursuant to recent amendments to Regulation
24A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (''SEBI Listing Regulations''), a listed
entity must appoint a Secretarial Audit firm for a

maximum of two terms of five consecutive years, with
shareholders'' approval to be obtained at the Annual
General Meeting.

Accordingly, based on the recommendation of
the Audit Committee, the Board of Directors at its
meeting held on August 29, 2025 has approved the
appointment of M/s. Nikunj Kanabar & Associates,
Company Secretaries, (Firm Registration Number:
S2024MH981100, Membership No. F12357 and CP No.
27358) as the Secretarial Auditors of the Company for
a period of five (5) consecutive years, commencing
from April 1, 2025 to March 31, 2030 subject to approval
of the Members at the Annual General Meeting.

INTERNAL AUDITORS

The Board of Directors of the Company at its meeting
held on May 30, 2024 has appointed Mr. Mandeep B.
Pandey as Internal Auditor of the Company for F.Y.
2024-25.

EXTRACTS OF ANNUAL RETURN

In accordance with Section 92(3) and Section 134(3)
(a) of the Companies Act, 2013 read with Companies
(Management and Administration) Rules, 2014, the
Annual Return as on 31st March 2025 is available on the

Company''s website www.indianemulsifiers.com

MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and
Analysis (MDA) Report is included in this Report as
Annexure - C.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:

(A) CONSERVATION OF ENERGY:

The Company has been continuously making efforts
to reduce energy consumption. The management is
striving to achieve cost reduction by economical usage
of energy.

I. The steps taken or impact on conservation of

energy: The Company has been continuously
making efforts to reduce energy consumption
and the management is striving to achieve cost
reduction by economical usage of energy.

II. The steps taken by the company for utilising
alternate source of energy: As the Company needs
only minimum level of energy, it has not looked in
to an alternative source of energy.

III. The capital investment on energy conservation
equipment: The Company has not made any
capital investment as it is not required at this stage.

(B) TECHNOLOGY ABSORPTION:

The Company is not utilizing any alternate source of
energy.

(C) FOREIGN EXCHANGE EARNINGS AND OUT GO:

During the period under review, the Company has
total income of Nil and Nil expenditure in the foreign
currency

STATEMENT PURSUANT TO SECTION 197(12) OF THE
COMPANIES ACT, 2013 READ WITH RULE 5 OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is provided in this Report as Annexure D which
forms part of this Report.

HUMAN RESOURCES

The relations with the employees and associates
continued to remain cordial throughout the year. The
Directors of your Company wish to place on record
their appreciation for the excellent team spirit and
dedication displayed by the employees of the Company.

DISCLOSURES UNDER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and
conducive work environment to its employees. There
exist at the group level an Internal Complaint Committee
(''ICC'') constituted under The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The group is strongly opposed
to sexual harassment and employees are made aware
about the consequences of such acts and about the
constitution of ICC. During the year under review, no
complaints were filed with the Committee under the
provisions of the said Act in relation to the workplace/s
of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards
issued by the Institute of Company Secretaries of India
on Board meetings and Annual General Meetings.

The Directors have devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards and that such systems are
adequate and operating effectively.

MAINTENANCE OF COST RECORD:

As per Section 148 of the Act read with Companies
(Cost Records and Audit) Rules, 2014, the Board of
Directors of the Company on recommendation of the
Audit Committee had appointed M/s. Narendra Peshne
& Associates, Cost Accountants (Firm Registration No.:
100269) to audit the cost accounts of the Company for
the Financial Year ended 31st March, 2026.

In terms of the provisions of Section 148(3) of the Act,
read with Rule 14(a)(ii) of the Companies (Audit and
Auditors) Rules, 2014, the remuneration payable to the
Cost Auditor is required to be ratified by the Members,
accordingly, a resolution seeking ratification by the
Members for the remuneration is listed in the AGM
Notice as Special Business.

The Cost Auditors have certified that their appointment
is within the limits of Section 141(3)(g) of the Act and
that they are not disqualified from appointment within
the meaning of the said Act. Maintenance of cost
records as specified by the Central Government under
Sub-Section (1) of Section 148 of the Act, is required
by the Company and accordingly, such accounts and
records are made and maintained.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial
Controls with reference to financial statements. During
the year under review, such controls were tested and no
reportable material weakness in the design or operation
was observed.

GREEN INITIATIVES

In compliance with Regulation 36 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 Notice of the AGM along with the Annual Report
2023-24 is being sent only through electronic mode to
those Members whose email addresses are registered
with the Company/ Depositories. Members may note
that the Notice and Annual Report 2023-24 will
also be available on the Company''s website www.
indianemulsifiers.com

INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect

of the Company in terms of Insolvency and Bankruptcy

Code 2016.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013

(''the Act''), with respect to Directors Responsibility

Statement it is hereby confirmed:

a. The Financial Statements of the Company -
comprising of the Balance Sheet as at March 31,
2025 and the Statement of Profit & Loss for the
year ended as on that date, have been prepared
on a going concern basis following applicable
accounting standards and that no material
departures have been made from the same;

b. Accounting policies selected were applied
consistently and the judgments and estimates
related to these financial statements have been
made on a prudent and reasonable basis, 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 profits
and loss of the Company for the year ended on that
date;

c. Proper and sufficient care has been taken for
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013, to safeguard the assets of the Company
and to prevent and detect fraud and other
irregularities;

d. Requisite Internal Financial Controls to be followed
by the Company were laid down and that such
internal financial controls are adequate and
operating effectively; and

e. Proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and such systems are adequate and operating
effectively.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to
bankers, business associates, consultants, and various
Government Authorities for their continued support
extended to your Companies activities during the
year under review. Your Directors also acknowledges
gratefully the shareholders for their support and
confidence reposed on your Company.

For and on behalf of the Board
Indian Emulsifiers Limited

Sd/-

Yash Tikekar

Chairman and Managing Director
DIN - 02206485 _Sd/_-

Abhay Tikekar

^{Place: Mumbai} Whole Time Director

Date: 29th August, 2025 din _- 10425123

---

Mar 31, 2024

The Board of Directors of the Company have great pleasure in presenting the 4^th Board’s Report of the Company together with Audited Financial Results for the year ended March 31, 2024. This report states compliance as per the requirements of the Companies Act, 2013 (“the Act”), the Secretarial Standards, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other rules and regulations as applicable to the Company.

1. FINANCIAL PERFORMANCE:

The highlight of the financial performance of the Company for the year ended March 31, 2024 is summarized as follows:

(Amount in lakhs)
Particulars	FY 2023-24	FY 2022-23
Revenue from Operations	6,667.60	4,117.97
Other Income	3.76	0.38
Total Income	6,671.36	4,118.35
Employee Benefit Expenses	72.37	51.40
Financial Cost	231.55	204.63
Depreciation and amortisation expenses	168.84	118.21
Other Expenses	387.40	266.22
Total Expenses	5,589.01	3,654.63
Profit/(Loss) before Tax	1,082.35	463.73
Less: Exceptional items	-	-
Profit/(Loss) before Tax	1,082.35	463.73
Current Tax	196.79	74.80
Deferred Tax	3.19	-0.52
Profit/(Loss) after tax	882.37	389.44
Other Comprehensive income for the financial year	-	-
Total Comprehensive income/(loss) for the financial year	-	-
Earnings per Equity Share
(1) Basic	12.41	6.48

Particulars	FY 2023-24	FY 2022-23
(2) Diluted	12.00	4.80

2. BUSINESS AND FINANCIAL PERFORMANCE OVERVIEW:BUSINESS OVERVIEW

Our Company is engaged in the business of Manufacturing and Supplying of Specialty Chemicals i.e., Esters, Amphoterics, Phosphate Esters, Imidazolines, Wax Emulsions, SMO & PIBSA Emulsifiers.

FINANCIAL PERFORMANCE OVERVIEW

During the year under review, the Company has earned a total revenue of Rs. 6,671.36 Lakhs for the year ended March 31, 2024 as against Rs. 4,118.35 Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs. 1,082.35 Lakhs for the year ended March 31, 2024 as compared to Rs. 463.73 Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2024 stood at Rs. 882.37 Lakhs as compared to Rs. 389.44 Lakhs in the previous financial year.

3. DIVIDEND/ TRANSFER TO RESERVES:

The Dividend policy for the year under review has been formulated and taking into consideration of growth of the Company and to conserve resources, the Directors do not recommend any Dividend for the year ended March 31, 2024.

Your Company has not transferred the profits for year ended March 31, 2024 to Reserves and Surplus.

4. CHANGE OF STATUS OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

Pursuant to Special Resolution passed at Extra-Ordinary General Meeting held on November 22, 2023. Our Company changed the status of the Company from Private Limited Company to Public Limited Company.

5. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT:

The Company’s shares are listed on NSE Emerge platform with ISIN INE0RRU01016 & symbol of IEML w.e.f. 22^nd May, 2024.

6. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amended from time to time, during the year under review.

7. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Business of the Company during the financial year ended March 31, 2024.

8. CAPITAL STRUCTURE:INITIAL PUBLIC OFFER

During the year under review, the Company had successfully come out with its maiden SME - IPO (Initial Public Offering). The Public issue consisted of 32,11,000 Equity Shares at price of Rs. 132/- (including a premium of Rs. 122/-Equity Shares) aggregating to Rs. 4,238.52 Lakhs consisting fully of fresh issue of 32,11,000 Equity Shares aggregating to Rs. 4,238.52 Lakhs which was opened for subscription on May 10, 2024 and closed on May 16, 2024 for all the applicants. The Company received the overwhelming response for the said IPO issue and said shares got listed on the nSe - Emerge platform on May 22, 2024. After completion of IPO, the paid-up share capital of the Company increased to Rs. 12,22,22,220/-

The success of IPO reflects the trust, faith and confidence that customers, business partners and markets have reposed in your Company.

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2024 was Rs 14,00,00,000/- divided into 1,40,00,000 shares of Rs 10/- each.

ISSUED AND PAID-UP CAPITAL

Share Capital: During the year under review, the Company has increased Paid-up Share capital of Company as per details mentioned below:

Sr. No.	Date of Allotment	Nature of allotment		No. of Equity Shares allotted	Cumulative No. of Equity Shares
1.	November 11, 2023	Further Allotmen	t	9,01,122	69,11, 122
2.	November 21, 2023	Conversion of Preference to equity		21,00,100	90,11, 222

As on March 31, 2024. the paid-up Equity Share Capital was Rs. 9,01,12,220/- divided into 90,11, 222 Equity Shares of Rs. 10/- each.

However, the Company has made an allotment of 32,11,000 Equity shares having face value of Rs. 10/- on the issue price of Rs. 132/- on 17^th May, 2024 pursuant to Initial Public Offer of Company.

9. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY, AND JOINT VENTURES:

As on March 31, 2024 the Company has no Holding, Subsidiaries, Associate Company, and Joint Venture.

10. LISTING OF SHARES:

The Company’s shares are listed on NSE Emerge platform with ISIN INE0RRU01016 & IEML w.e.f. 22^nd May, 2024.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2024 were as follows:

Sr. No	Name of Director	Designation	Appointment/ Resignation	Date of Appointment/ Cessation/ Change in Designation
1.	Yash Tikekar	Chairman and Managing Director	Change in designation	December 27, 2023
2.	Abhay Tikekar	Whole-Time Director	Change in designation	December 27, 2023
3.	Rajesh Madhukar Joshi	Non-Executive, Director	Appointment	November 27, 2023
4.	Rajaram Gordhanlal Agarwal	Non-Executive, Independent Director	Appointment	November 27, 2023
5.	Vaishali Dipen Tarsariya	Non-Executive, Independent Director	Appointment	December 27, 2023
6.	Mandeep Brijkishore Pandey	Chief Financial Officer	Appointment	December 27, 2023
7.	Ramraj Singh Thakur	Company Secretary & Compliance Officer	Appointment	December 04, 2023

12. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfil the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. In view of the available time limit, those Independent Director who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, had committed to perform the test within time limit stipulated under the act. The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of Independence as prescribed under Section 149 of the Companies Act 2013.

13. BOARD AND COMMITTEE MEETING:Number of Board Meetings

The Board of Directors met 12 times during the financial year ended March 31, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The intervening gap between two Board Meeting was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

14. COMMITTEES OF THE BOARD:

The Company has four committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee which has been established as a part of the better Corporate Governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

I. Audit Committee:

The Audit Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013. Composition of the Committee:

Sr. No.	Name	Designation
1.	Rajaram Gordhanlal Agarwal	Chairman
2.	Vaishali Dipen Tarsariya	Member
3.	Yash Tikekar	Member

All the recommendation made by the Audit Committee in the financial year 2023-24 was approved by the Board.

Further the Committee members met 1 time during the year for conducting the Meeting.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:

Sr. No.	Name	Designation
1.	Rajaram Gordhanlal Agarwal	Chairman
2.	Vaishali Dipen Tarsariya	Member
3.	Rajesh Madhukar Joshi	Member

Further the Committee members met 1 time during the year for conducting the Meeting.

III. Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:

	Sr. No.	Name	Designation
	1.	Vaishali Dipen Tarsariya	Chairman
	2.	Yash Tikekar	Member
	3.	Rajaram Gordhanlal Agarwal	Member

Further the Committee members met 1 time during the year for conducting the Meeting.

IV. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of the Company is constituted under the as per the provisions of the Companies Act, 2013.

Composition of the Committee:

	Sr. No.	Name	Designation
	1.	Vaishali Dipen Tarsariya	Chairman
	2.	Yash Tikekar	Member
	3.	Rajaram Gordhanlal Agarwal	Member

15. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

CSR provides an opportunity to the Companies to effectively align its values and strategy for the benefits of the society, by contributing to the social, economic and environmental development of the society at large.

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are applicable to the Company on the basis latest Audited financial Result as on 31^st March, 2024, Hence the Company is required to adopt the CSR Policy or constitute CSR Committee in the financial year 2024-25.

Since the Board of Directors in their meeting held on January 06, 2024, has constituted the Corporate Social Responsibility Committee of the Company as per the above provisions of the Companies Act, 2013. The composition of Committee is as follow:

Sr. No.	Name	Designation
1.	Vaishali Dipen Tarsariya	Chairman
2.	Yash Tikekar	Member
3.	Rajaram Gordhanlal Agarwal	Member

Further the Board of directors has also approved the CSR policy formulated in accordance with the Act (as amended from time to time), guides the Company to serve the society.

The CSR policy may be accessed under the Investor section on the website of the Company at link https://indianemulsifiers.com/

Since the Provisions of Section 135 of Companies Act, 2013 was applicable on the basis latest Audited financial Result as on 31^st March, 2024, the Company will comply all the compliances and spent the required amount in CSR activities from F.Y. 2024-25. Further as per provisions of Companies Act, 2013 disclosure on CSR activities forming part of this Report is attached as Annexure - D

16. NOMINATION AND REMUNERATION POLICY:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. In terms of SEBI Listing Regulations and Act, the Company has in place Nomination & Remuneration Policy.

The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re- enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, individual directors including the chairperson and the Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company www.indianemulsifiers.com

17. CORPORATE GOVERNANCE REPORT:

Since the Company is listed on SME platform of NSE Emerge., the provisions of Corporate Governance are not applicable on the Company.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports, and internal policies to enable them to familiarize with the Company’s procedures and practices, the website link is www.indianemulsifiers.com

19. ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured questionnaire was prepared for evaluating the performance of Board, its Committees and Individual Director including Independent Directors. The questionnaires were prepared after taking into consideration the various facets related to working of Board, its committee and roles and responsibilities of Director. The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors including Independent Directors on the basis of the criteria and framework adopted by the Board. Further, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the evaluation process. In a separate meeting of Independent Directors, the performance of NonIndependent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

20. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct excess to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The Whistle Blower Policy is disclosed on the website of the Company at www.indianemulsifiers.com

21. RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis.

22. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are given in the Note to the Financial Statements.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE ACT:

All related party transactions that were entered into during the Period under review, were on arm’s length basis and in the ordinary course of business. No materially significant related party transactions which required the approval of members, were entered into by the Company during the Period under review. Further, all related party transactions entered by the Company are placed before the Audit Committee for its approval.

The particulars of the contracts or arrangements entered by the Company with related parties as referred to in Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 are annexed and marked as Annexure-A.

24. AUDITORS:STATUTORY AUDITORS

The Shareholders of the Company had appointed M/s. Dave & Dave., Chartered Accountants, as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. R Trivedi & Associates., Chartered Accountants to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2024.

Accordingly, as per recommendation of Audit Committee, the Board of Directors in their meeting held on 23^rd August, 2024 has appointed M/s. Dave & Dave., Chartered Accountants (Firm Registration No. 012163W) as Statutory Auditor of Company for the period of 5 years i.e., from F.Y. 2024-25 to 2028-29 subject to approval of Shareholders in the Annual General Meeting of Company.

The Company has received consent letter & eligibility certificate from the statutory Auditor of Company for appointment as statutory Auditor of company for the for the period of 5 years i.e., from F.Y. 2024-25 to 2028-29.

SECRETARIAL AUDITORS

During the year under review, Secretarial audit was not applicable (Since the Company Listed on May 22^nd 2024). However, in accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board will appoint secretarial Auditor of Company for F.Y. 2024-25.

INTERNAL AUDITORS

During the year under review, requirement of appointment of Internal Auditor was not applicable (Since the Company Listed on May 22^nd 2024). However, the Company has appointed internal auditor w.e.f. May 30, 2024 for F.Y. 2024-25.

AUDITOR''S REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditor''s Report: There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditor''s report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under subsection (12) of section 143 of the Companies Act, 2013, during the year under review.

The notes on accounts referred to the Auditors'' Report are self-explanatory and therefore, do not call for any further explanation.

Secretarial Auditor''s Report: During the year under review, Secretarial audit was not applicable (Since the Company Listed on May 22^nd 2024).

25. EXTRACTS OF ANNUAL RETURN

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual Return as on 31^st March 2024 is available on the Company’s website www.indianemulsifiers.com

26. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure - B.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:(A) CONSERVATION OF ENERGY:

The Company has been continuously making efforts to reduce energy consumption. The management is striving to achieve cost reduction by economical usage of energy.

(i) The steps taken or impact on conservation of energy:

The Company has been continuously making efforts to reduce energy consumption and the management is striving to achieve cost reduction by economical usage of energy.

(ii) The steps taken by the company for utilising alternate source of energy:

As the Company needs only minimum level of energy, it has not looked in to an alternative source of energy.

(iii) The capital investment on energy conservation equipment:

The Company has not made any capital investment as it is not required at this stage.

(B) TECHNOLOGY ABSORPTION:

The Company is not utilizing any alternate source of energy.

(C) FOREIGN EXCHANGE EARNINGS AND OUT GO:

During the period under review, the Company has total income of Nil and Nil expenditure in the foreign currency

28. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure C which forms part of this Report.

29. HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees of the Company.

30. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. There exist at the group level an Internal Complaint Committee (‘ICC’) constituted under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC. During the year under review, no complaints were filed with the Committee under the provisions of the said Act in relation to the workplace/s of the Company.

31. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

32. MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company upto March 31, 2024 and accordingly such accounts and records were not required to be maintained.

33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

34. GREEN INITIATIVES

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company’s website www.indianemulsifiers.com

35. INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy Code 2016.

36. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (‘the Act’), with respect to Directors Responsibility Statement it is hereby confirmed:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2024 and the Statement of Profit & Loss for the year ended as on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to these financial statements have been made on a prudent and reasonable basis, 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 profits and loss of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) Requisite Internal Financial Controls to be followed by the Company were laid down and that such internal financial controls are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

37. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board Indian Emulsifiers Limited