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Emmbi Industries Limited Proxy Solicitation & Information Statement 2026

Feb 19, 2026

62153_rns_2026-02-19_58a942b6-dcc0-4379-b012-f1c8cea978df.pdf

Proxy Solicitation & Information Statement

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19[th] February, 2026

To, To, BSE Limited , National Stock Exchange of India Limited , Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Bandra (East), Mumbai - 400 001 Mumbai - 400 051

BSE Code: 533161 NSE Symbol: EMMBI

Sub: Postal Ballot Notice- Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sir /Madam,

Pursuant to Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') as amended from time to time, we forward herewith a copy of the Postal Ballot Notice (‘Notice’) of the Emmbi Industries Limited (‘the Company’) dated February 14, 2026, along with the explanatory statement pursuant to the applicable provisions of the Companies Act, 2013 ('Act') read with the SEBI Listing Regulations for seeking approval of the Members of the Company on the Business forming part of the Notice.

In compliance with the various General Circulars issued by the Ministry of Corporate Affairs as disclosed in the Notice, this Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories / Depository Participants / the Company’s Registrars and Transfer Agents (‘RTA’) i.e., Datamatics Business Solutions Limited, and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, February 13, 2026 (‘Cutoff date’), Regulation 44 and other applicable Regulations of SEBI Listing Regulations, including any statutory modification or re-enactment thereof for the time being in force, approval of the Members is being sought for items forming part of the Notice through postal ballot process.

Please find below the schedule of events of the Postal Ballot:

S. No. Activity Date
1. Cut-off date for sending Postal ballot Notice
to Members
Friday, February 13, 2026
2. Date of completion of dispatch of Postal
ballot Notice
Thursday, February 19, 2026
3. Commencement of e-Voting Sunday, February 22, 2026 at 9:00 A.M. (IST)
4. Conclusion of e-Voting Monday, March 23, 2026 at 5:00 P.M. (IST)
5. Scrutinizer’s Report On or Before Wednesday, March 25, 2026
6. Declaration of results On or Before Wednesday, March 25, 2026

Corporate Office: 158, Dani Corporate Park, Kalina, Santacruz (East), Mumbai 400098, INDIA. Tel: +91 22 4672 5555 | Fax: +91 22 4979 0304. Regd. Off: 99/2/1 & 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa- 396 230, INDIA. Tel: +91 (0260) 320 0948 | CIN: L17120DN1994PLC000387 | Email: [email protected]| Website: www.emmbi.com

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The Company has engaged services of National Securities Depository Limited (‘NSDL’) for providing remote e-voting facility to the Members of the Company.

Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on the Cut-off date. Please note that communication of assent and/or dissent of the Members would only take place through the remote e-Voting system. The instructions for remote e- Voting are provided in the Notice. The members who have not registered/updated their e-mail id/bank details with the Company / RTA / Depository Participants (‘DP’) are requested to register/update them with the Company / RTA/ DP.

The said Notice of Postal Ballot is also available on the Company’s website www.emmbi.com, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of NDSL, at www.evoting.nsdl.com.

You are requested to take the aforesaid on record.

Thanking you,

Yours faithfully,

For Emmbi Industries Limited

MAHIPAL Digitally signed by MAHIPAL SINGH SINGH CHOUHAN Date: 2026.02.19 CHOUHAN 14:31:29 +05'30' Mahipal Singh Chouhan Company Secretary and Compliance officer M. No:- A41460

Encl: As above

Corporate Office: 158, Dani Corporate Park, Kalina, Santacruz (East), Mumbai 400098, INDIA. Tel: +91 22 4672 5555 | Fax: +91 22 4979 0304. Regd. Off: 99/2/1 & 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa- 396 230, INDIA. Tel: +91 (0260) 320 0948 | CIN: L17120DN1994PLC000387 | Email: [email protected]| Website: www.emmbi.com

Regd. Off.: 99/2/1& 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa – 396230 CIN: L17120DN1994PLC00387; Tel: +91 (0260) 320 0948; Fax: +91 022 6784 5506 Email: [email protected]; Website: www.emmbi.com

EMMBI INDUSTRIES LIMITED

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NOTICE OF POSTAL BALLOT

Pursuant to Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014

Dear Member(s),

NOTICE is hereby given pursuant to Sections 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) (including any statutory modification or reenactment thereof for the time being in force), read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI LODR Regulations”) and the Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), each as amended from time to time, read with the requirements prescribed by the Ministry of Corporate Affairs (“MCA”) for holding general meetings/ conducting postal ballot process through e-Voting, vide General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being General Circular No. 03/2025 dated September 22, 2025 (hereinafter collectively referred to as “MCA Circulars”), to transact the special business as set out hereunder by passing Ordinary Resolutions by way of postal ballot only, by voting through electronic means (‘Remote e-Voting’).

The Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions proposed in this Postal Ballot Notice and additional information as required under the Listing Regulations and circulars issued thereunder is also attached.

The Board has appointed Mr. Sanjay R. Dholakia (Membership No. FCS 2655, COP No. 1798) Company Secretaries in Practice and Proprietor at M/s. Sanjay Dholakia & Associates as the scrutinizer (“Scrutinizer”) for conducting the Postal Ballot/e-voting process in a fair and transparent manner. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions are restricted only to e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. Accordingly, the Notice and instructions for e-voting are being sent only through electronic mode only to those Members whose email address is registered with the Company/ Depository Participants(s)/ Datamatics Business Solutions Limited , the Company’s Registrar to an Issue and Share Transfer Agent (‘RTA’) / National Securities Depository Limited (‘NSDL’) and/or Central Depository Services (India) Limited (‘CDSL’), (NSDL and CDSL collectively ‘Depositories’). Those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Postal Ballot Notice. The e-voting period commences on Sunday, February 22, 2026, at 09.00 A.M. (IST) and shall ends

EMMBI INDUSTRIES LIMITED

Regd. Off.: 99/2/1& 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa – 396230 CIN: L17120DN1994PLC00387; Tel: +91 (0260) 320 0948; Fax: +91 022 6784 5506 Email: [email protected]; Website: www.emmbi.com

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on Monday, March 23, 2026 at 05.00 P.M. (IST) . Members desiring to exercise their vote through the e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice not later than 5:00 p.m. (IST) on Monday, March 23, 2026. The e-voting facility will be disabled by National Securities Depository Limited (“NSDL”) immediately after that and will not be allowed beyond the said date and time. The Scrutinizer will submit a report to the Chairman of the Company (“the Chairman”) or any other person authorized by the Chairman, and the result of the voting by Postal Ballot will be announced within Two working days from the conclusion of the e-voting. The result declared along with the Scrutinizer’s report shall be communicated in the manner provided in this Notice. The Board of Directors of the Company recommends approval of the shareholders for the Resolutions appended below.

Item of Special Business:

1. Related party transaction in respect to hold office of place of profit in the Company by Mr. Yash Ravi Panjabi:

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 188(1)(f) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, and subject to such approvals as may be necessary, including that of the Audit Committee under Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and pursuant to the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company hereby approves the continuation of employment of Mr. Yash Ravi Punjabi, Vice President – Operations, at a remuneration of ₹5,98,000 (Rupees Five Lakh NinetyEight Thousand only) per month on the existing terms and conditions of employment as an office or place of profit in the Company, with effect from January 19, 2026, which constitutes a Related Party Transaction.

RESOLVED FURTHER THAT all remuneration and employment-related transactions entered into with Mr. Yash Ravi Punjabi up to January 18, 2026, shall not be considered as Related Party Transactions.

RESOLVED FURTHER THAT Mr. Makrand Appalwar, Managing Director and/or Mrs. Rinku Appalwar, CFO cum Executive Director, be and are hereby authorised to finalise and decide any change in designation and revision in salary of Mr. Yash Ravi Punjabi from time to time, in accordance with the Company’s policies on performance measurement and appraisal and subject to the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

EMMBI INDUSTRIES LIMITED

Regd. Off.: 99/2/1& 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa – 396230 CIN: L17120DN1994PLC00387; Tel: +91 (0260) 320 0948; Fax: +91 022 6784 5506 Email: [email protected]; Website: www.emmbi.com

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RESOLVED FURTHER THAT any of the Directors or the Company Secretary, be and are hereby severally authorized to do all such acts, deeds and things as may be required for giving effect to the above resolution and filing of necessary e-forms etc. with Ministry of Corporate Affairs.”

By the Order of the Board of Directors

Sd/Mahipal Singh Chouhan Place: Mumbai Company Secretary & Compliance officer Date: 14[th] February, 2026 Membership No: A41460

NOTES:

  1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the Act) read with Section 110 of the Act containing all material facts in respect of the Special Resolutions as specified above is annexed hereto.

  2. In compliance with Section 108 of the Act, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended and the relevant MCA Circulars and Regulation 44 of the Listing Regulations, the Company has provided e-voting facility to enable its Members to cast their votes electronically in respect of the resolutions as set out in this Postal Ballot Notice. The Company has engaged the services of NSDL for the purpose of providing an e-voting facility to all its members.

  3. The cut-off date for the purpose of ascertaining shareholders entitled for voting through this Postal Ballot is February 13, 2026 (hereinafter referred to as the “Cut-off Date”). A person, whose name is recorded in the Register of Members or the Register of Beneficial Owners maintained by the Depositories for fully paid-up shares as on the Cut-off Date only, shall be entitled to vote in this Postal Ballot. A person who is not a shareholder as on the Cut-off Date should treat this Notice for information purpose only. The voting rights of the shareholders shall be in proportion to their shares in the paid-up equity share capital of the Company as of the Cut-off Date.

  4. Members may note that this Notice will be available on the Company’s website, www.emmbi.com, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of NDSL, at www.evoting.nsdl.com.

  5. The Company has appointed Mr. Sanjay R. Dholakia (Membership No. FCS 2655, COP No. 1798) Company Secretaries in Practice and Proprietor at M/s. Sanjay Dholakia & Associates

EMMBI INDUSTRIES LIMITED

Regd. Off.: 99/2/1& 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa – 396230 CIN: L17120DN1994PLC00387; Tel: +91 (0260) 320 0948; Fax: +91 022 6784 5506 Email: [email protected]; Website: www.emmbi.com

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to act as the Scrutinizer for conducting the Postal Ballot including e-voting process in a fair and transparent manner.

  1. The Scrutinizer will submit his report to the Chairman or any other person authorized by the Chairman after the completion of scrutiny of the e-voting, and the result of the e-voting by Postal Ballot will be announced within Two working days from the conclusion of e-voting and will also be displayed on the Company website www.emmbi.com, as well as on the website of NSDL www.evoting.nsdl.com, and communicated to the stock exchanges and RTA.

  2. The resolutions, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for voting i.e., Monday, March 23, 2026. Further, resolutions passed by the members through postal ballot are deemed to have been passed as if they are passed at a General Meeting of the Members.

  3. All the documents referred to in this Postal Ballot Notice will be available for inspection electronically without any fee by the members from the date of circulation of this Postal Ballot Notice until the last date of e-voting. Members seeking to inspect such documents can send an email to [email protected] mentioning his / her / its folio number / DP ID and Client ID.

  4. The e-voting period commences on Sunday, February 22, 2026, at 09.00 A.M. (IST) and shall ends on Monday, March 23, 2026 at 05.00 P.M. (IST) . The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by NSDL upon expiry of the aforesaid period.

EMMBI INDUSTRIES LIMITED

Regd. Off.: 99/2/1& 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa – 396230 CIN: L17120DN1994PLC00387; Tel: +91 (0260) 320 0948; Fax: +91 022 6784 5506 Email: [email protected]; Website: www.emmbi.com

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INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated 9[th] December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method
Individual
Shareholder
s
holding securities in demat
mode with NSDL.
1. For
OTP
based
login
you
can
click
on
https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin
.jsp. You will have to enter your 8-digit DP ID,8-digit Client
Id, PAN No., Verification code and generate OTP. Enter the
OTP received on registered email id/mobile number and
click on login. After successful authentication, you will be
redirected to NSDL Depository site wherein you can see e-
Voting page. Click on company name or e-Voting service
provider i.e. NSDL and you will be redirected to e-Voting
website of NSDL for casting your vote during the remote e-
Voting period.
2. Existing IDeAS user can visit the e-Services website of NSDL
Viz. https://eservices.nsdl.com either on a Personal
Computer or on a mobile. On the e-Services home page click
on the “Beneficial Owner” icon under “Login” which is
available under ‘IDeAS’ section , this will prompt you to
enter your existing User ID and Password. After successful
authentication, you will be able to see e-Voting services
under Value added services. Click on “Access to e-Voting”
under e-Voting services and you will be able to see e-Voting
page. Click on company name or e-Voting service provider
i.e. NSDL and you will be re-directed to e-Voting website of

EMMBI INDUSTRIES LIMITED

Regd. Off.: 99/2/1& 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa – 396230 CIN: L17120DN1994PLC00387; Tel: +91 (0260) 320 0948; Fax: +91 022 6784 5506 Email: [email protected]; Website: www.emmbi.com

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Type of shareholders Login Method
NSDL for casting your vote during the remote e-Voting
period.
3. If you are not registered for IDeAS e-Services, option to
register is available at https://eservices.nsdl.com. Select
“Register
Online
for
IDeAS
Portal”
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
4. Visit the e-Voting website of NSDL. Open web browser by
typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon
“Login” which is available under ‘Shareholder/Member’
section. A new screen will open. You will have to enter your
User ID (i.e. your sixteen digit demat account number hold
with NSDL), Password/OTP and a Verification Code as shown
on the screen. After successful authentication, you will be
redirected to NSDL Depository site wherein you can see e-
Voting page. Click on company name or e-Voting service
provider i.e. NSDL and you will be redirected to e-Voting
website of NSDL for casting your vote during the remote e-
Voting period.
5. Shareholders/Members can also download NSDL Mobile
App “NSDL Speede” facility by scanning the QR code
mentioned below for seamless voting experience.
Individual
Shareholder
s
holding securities in demat
mode with CDSL
1. Users who have opted for CDSL Easi / Easiest facility, can
login through their existing user id and password.
Option will be made available to reach e-Voting page
without any further authentication. The users to login Easi /
Easiest
are
requested
to
visit
CDSL
website
www.cdslindia.com and click on login icon & New System
Myeasi Tab and then user your existing my easi username &
password.
2. After successful login the Easi / Easiest user will be able to

EMMBI INDUSTRIES LIMITED

Regd. Off.: 99/2/1& 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa – 396230 CIN: L17120DN1994PLC00387; Tel: +91 (0260) 320 0948; Fax: +91 022 6784 5506 Email: [email protected]; Website: www.emmbi.com

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Type of shareholders Login Method
see the e-Voting option for eligible companies where the
evoting is in progress as per the information provided by
company. On clicking the evoting option, the user will be
able to see e-Voting page of the e-Voting service provider
for casting your vote during the remote e-Voting period.
Additionally, there is also links provided to access the
system of all e-Voting Service Providers, so that the user can
visit the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to
register is available at CDSL websitewww.cdslindia.comand
click on login & New System Myeasi Tab and then click on
registration option.
1. Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-
Voting link available onwww.cdslindia.comhome page. The
system will authenticate the user by sending OTP on
registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to
see the e-Voting option where the evoting is in progress and
also able to directly access the system of all e-Voting Service
Providers.
Individual
Shareholder
s
(holding securities in demat
mode) login through their
depository participants
You can also login using the login credentials of your demat account
through your Depository Participant registered with NSDL/CDSL for
e-Voting facility. upon logging in, you will be able to see e-Voting
option. Click on e-Voting option, you will be redirected to
NSDL/CDSL Depository site after successful authentication, wherein
you can see e-Voting feature. Click on company name or e-Voting
service provider i.e. NSDL and you will be redirected to e-Voting
website of NSDL for casting your vote during the remote e-Voting
period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and/or Forget Password option available at abovementioned websites.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details
Individual Shareholders holding securities in Members facing any technical issue in login can

EMMBI INDUSTRIES LIMITED

Regd. Off.: 99/2/1& 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa – 396230 CIN: L17120DN1994PLC00387; Tel: +91 (0260) 320 0948; Fax: +91 022 6784 5506 Email: [email protected]; Website: www.emmbi.com

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Login type Helpdesk details
demat mode with NSDL contact NSDL helpdesk by sending a request at
[email protected] or call at 022 - 4886 7000
Individual Shareholders holding securities in
demat mode with CDSL
Members facing any technical issue in login can
contact CDSL helpdesk by sending a request at
[email protected] or contact at
toll free no. 1800-21-09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can login at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  4. Your User ID details are given below:

Manner of holding shares i.e. Demat
(NSDL or CDSL) or Physical
Your User ID is:
a) For Members who hold shares in
demat account with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example, if your DP ID is IN300 and Client
ID
is
12

then
your
user
ID
is
IN300
12**
b) For Members who hold shares in
demat account with CDSL.
16 Digit Beneficiary ID For example, if your
Beneficiary ID is 12** then your
user ID is 12**
c) For Members holding shares in Physical
Form.
EVEN Number followed by Folio Number
registered with the company For example, if folio
number is 001 and EVEN is 101456 then user
ID is 101456001
  1. Password details for shareholders other than Individual shareholders are given below:

  2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

EMMBI INDUSTRIES LIMITED

Regd. Off.: 99/2/1& 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa – 396230 CIN: L17120DN1994PLC00387; Tel: +91 (0260) 320 0948; Fax: +91 022 6784 5506 Email: [email protected]; Website: www.emmbi.com

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  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

c) How to retrieve your ‘initial password’?

  • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

  • If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  • b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  1. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  2. Now, you will have to click on “Login” button.

  3. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is on.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

  3. Now you are ready for e-Voting as the Voting page opens.

  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also

EMMBI INDUSTRIES LIMITED

Regd. Off.: 99/2/1& 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa – 396230 CIN: L17120DN1994PLC00387; Tel: +91 (0260) 320 0948; Fax: +91 022 6784 5506 Email: [email protected]; Website: www.emmbi.com

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“Confirm” when prompted.

  1. Upon confirmation, the message “Vote cast successfully” will be displayed.

  2. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by email to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.co.in or call on : 022 - 4886 7000 and 022- 24997000 or send a request at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected]

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self- attested scanned copy of PAN card), AADHAR (self- attested scanned copy of Aadhar Card) to ([email protected]). If you are an Individual shareholder holding securities in demat

EMMBI INDUSTRIES LIMITED

Regd. Off.: 99/2/1& 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa – 396230 CIN: L17120DN1994PLC00387; Tel: +91 (0260) 320 0948; Fax: +91 022 6784 5506 Email: [email protected]; Website: www.emmbi.com

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mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

3. Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

EMMBI INDUSTRIES LIMITED

Regd. Off.: 99/2/1& 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa – 396230 CIN: L17120DN1994PLC00387; Tel: +91 (0260) 320 0948; Fax: +91 022 6784 5506 Email: [email protected]; Website: www.emmbi.com

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (the ‘Act’)

Item No. 1

Mr. Yash Punjabi is presently employed with the Company as Vice President – Operations since 2024. He is responsible for Information Technology, European operations, and key customer engagements and has contributed significantly to sales growth and operational efficiencies of the Company. Prior to joining Emmbi Industries Limited, he served as Chief Operating Officer at Avana, the Company’s agri-products division, and earlier worked with Microsoft as a Software Engineer and Team Lead.

Mr. Yash Ravi Punjabi, Vice President – Operations of the Company, has married Ms. Maithili Appalwar, daughter of Mr. Makrand Appalwar, Chairman and Managing Director, and Mrs. Rinku Appalwar, Executive Director & Chief Financial Officer of the Company. The marriage has been legally registered on January 19, 2026. Ms. Maithili M. Appalwar is a member of the Promoter Group of the Company and is the daughter of Mr. Makrand Appalwar, Managing Director, and Mrs. Rinku Appalwar, Executive Director and Chief Financial Officer of the Company. Up to January 18, 2026, Mr. Yash Punjabi, being an employee of the Company, did not fall within the definition of a “Related Party” and accordingly, any remuneration or other employment-related transactions entered into with him up to that date were not considered Related Party Transactions.

Consequent upon the legal registration of his marriage on January 19, 2026, Mr. Yash Punjabi has become a Related Party of the Company with effect from that date in terms of Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, by virtue of his relationship with Ms. Maithili M. Appalwar, a member of the Promoter Group and a relative of the Managing Director and the Executive Director & Chief Financial Officer of the Company.

Further, the continued employment of Mr. Yash Punjabi with the Company constitutes an office or place of profit under Section 188 of the Companies Act, 2013, and therefore requires approval of the Board of Directors and the shareholders of the Company, as applicable. All remuneration and other transactions with Mr. Yash Punjabi from January 19, 2026 onwards are required to be treated as Related Party Transactions and placed before the Audit Committee for approval/ratification in accordance with the provisions of Section 177 and Section 188 of the Companies Act, 2013, the SEBI LODR Regulations, 2015, and the Company’s Policy on Related Party Transactions.

The Nomination and Remuneration Committee, after due consideration of his qualifications, experience, performance, and role in the Company, has recommended the continuation of employment of Mr. Yash Ravi Punjabi at a level one below the Executive Directors. The Audit Committee and the Board of Directors have considered and approved the change in his Related Party status and, after due evaluation, are of the opinion that the continuation of his employment is

EMMBI INDUSTRIES LIMITED

Regd. Off.: 99/2/1& 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa – 396230 CIN: L17120DN1994PLC00387; Tel: +91 (0260) 320 0948; Fax: +91 022 6784 5506 Email: [email protected]; Website: www.emmbi.com

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in the ordinary course of business and on an arm’s length basis and is in the best interest of the Company.

The Audit Committee has, on the basis of a thorough scrutiny of relevant details / documents provided by the Management and also of the mandatory disclosure which is required to be made to the Audit Committee in accordance with the Industry Standards on “Minimum Information to be provided to the Audit Committee and Shareholders for Approval of Related Party Transactions” dated 26th June, 2025, at its Meeting held on 14[th] February, 2026, reviewed and approved the said transaction(s), and recommended the same to the Board of Directors, subject to approval of the Members. The Board, therefore, seeks approval of the Shareholders for the said transactions.

The mandatory disclosure which is required to be made to the Shareholders in accordance with the Industry Standards on “Minimum Information to be provided to the Audit Committee and Shareholders for Approval of Related Party Transactions” dated 26[th] June, 2025 is annexed to this Notice as “ Annexure A ”.

The particulars of the transaction pursuant to Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 188 of the Companies Act, 2013 are as under:

Name of the relatedparty Mr. Yash Ravi Punjabi
Name of the director or key managerial
personnel who is related, if any
Mr. Makrand Appalwar, Chairman and Managing
director and Mrs. Rinku Appalwar, Executive Director &
CFO
Nature of relationship Mr. Yash Ravi Punjabi is the spouse of Ms. Maithili M.
Appalwar, a member of the Promoter Group and
daughter of Mr. Makrand Appalwar and Mrs. Rinku
Appalwar
Nature, duration, and material terms of the
contract or arrangement
Continuation of employment of Mr. Yash Ravi Punjabi
as Vice President – Operations, being an office or place
of profit, including payment of salary and perquisites as
per Company policy
Monetary value, if any Remuneration of ₹5,98,000 (Rupees Five Lakh Ninety-
Eight Thousand only) per month
Any other information relevant or
important for the members to take a
decision on the proposed resolution
The Nomination and Remuneration Committee and the
Audit Committee have reviewed and recommended the
continuation
of
employment
considering
the
qualifications, experience, performance, and business
requirements of the Company

The Board of Directors recommends the resolution set out in item No. 1 to be passed as an Ordinary Resolution.

EMMBI INDUSTRIES LIMITED

Regd. Off.: 99/2/1& 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa – 396230 CIN: L17120DN1994PLC00387; Tel: +91 (0260) 320 0948; Fax: +91 022 6784 5506 Email: [email protected]; Website: www.emmbi.com

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Except Mr. Yash Ravi Punjabi, Mr. Makrand Appalwar, Chairman and Managing director and Mrs. Rinku Appalwar, Executive Director & CFO and her relatives, none of the other Directors or Key Managerial Personnel or their relatives are concerned or interested in the nature of, financial or otherwise with respect to Agenda Item No 1, except to the extent of their shareholding in the Company.

By the Order of the Board of Directors

Sd/Mahipal Singh Chouhan Company Secretary & Compliance officer

Place: Mumbai Company Secretary & Compliance officer Date: 14th February, 2026 Membership No: A41460

Regd. Off.: 99/2/1& 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa – 396230 CIN: L17120DN1994PLC00387; Tel: +91 (0260) 320 0948; Fax: +91 022 6784 5506 Email: [email protected]; Website: www.emmbi.com

EMMBI INDUSTRIES LIMITED

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Annexure A

Details required to be furnished under the SEBI LODR read with Industry Standards on “Minimum information to be provided to the Shareholders for approval of Related Party Transactions”

(Amt in Rs.) (Amt in Rs.) (Amt in Rs.) (Amt in Rs.)
S. No. Particulars of the information Informationprovided by the management
A(1). Basic details of the relatedparty
1 Name of the relatedparty Mr. Yash Punjabi
2 Countryof incorporation of the relatedparty Not Applicable(Individual)
3 Nature of business of the relatedparty Not Applicable
A(2). Relationship and ownership of the relatedparty
1 Relationship
between
the
listed
entit~~y/subsidiary (in case of transaction~~
~~involving the subsidiary)~~and the related
party – including nature of its concern
(financial or otherwise)and the following:
Vice President – Operations
Shareholding of the listed entity~~/ subsidiary~~
~~(in case of transaction involving the~~
~~subsidiary),~~whether direct or indirect, in the
relatedparty.
Not Applicable
Where the related party is a partnership firm
or a sole proprietorship concern or a body
corporate without share capital, then capital
contribution, if any, made by the listed
entity/ subsidiary (in case of transaction
involvingthe subsidiary).
Not Applicable
Shareholding of the related party, whether
direct or indirect, in the listed entity/
subsidiary (in case of transaction involving
the subsidiary).
Explanation: Indirect shareholding shall
mean shareholding held through any person,
over which the listed entity/Subsidiary/
related
party
has
control.
While calculating indirect shareholding,
shareholding held by relatives shall also be
considered.
Indirect shareholding held through his
spouse Ms. Maithili Appalwar.
A(3). Details ofprevious transactions with the relatedparty
1 Total amount of all the transactions
undertaken by the listed entity~~or subsidiary~~
with the related party during the last
financial year.
Explanation:Details need to be disclosed
separatelyfor listed entityand its subsidiary.
Remuneration paid in the capacity of an
employee and not as a related party
transaction

EMMBI INDUSTRIES LIMITED

Regd. Off.: 99/2/1& 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa – 396230 CIN: L17120DN1994PLC00387; Tel: +91 (0260) 320 0948; Fax: +91 022 6784 5506 Email: [email protected]; Website: www.emmbi.com

==> picture [73 x 51] intentionally omitted <==

S. No. Particulars of the information Informationprovided by the management
2 Total amount of all the transactions
undertaken by the listed entity~~or subsidiary~~
with the related party in the current financial
year
up
to the
quarter
immediately
preceding the quarter in which the approval
is sought.
Remuneration paid in the capacity of an
employee and not as a related party
transaction
3 Any default, if any, made by a related party
concerning any obligation undertaken by it
under a transaction or arrangement entered
into with the listed entity or its subsidiary
duringthe last financialyear.
Not Applicable
A(4). Amount of theproposed transaction(s)
1 Amount of the proposed transactions being
placed for approval in the meeting of the
Audit Committee/shareholders.
Rs. 5,98,000 per month
(Rs. 71.76 Lacs P.A.)
2 Whether the proposed transactions taken
together with the transactions undertaken
with the related party during the current
financial year would render the proposed
transaction a material RPT?
No
3 Value of the proposed transactions as a
percentage of the listed entity’s annual
consolidated turnover for the immediately
precedingfinancialyear
0.18%
4 Value of the proposed transactions as a
percentage
of
subsidiary’s
annual
standalone turnover for the immediately
preceding financial year (in case of a
transaction involving the subsidiary and
where the listed entity is not a party to the
transaction)
Not Applicable
5 Value of the proposed transactions as a
percentage of the related party’s annual
consolidated
turnover
(if
consolidated
turnover is not available, calculation to be
made on standalone turnover of related
party)
for
the
immediately
preceding
financialyear,if available.
Not Applicable
6 Financial performance of the related party
for the immediately preceding financial year:
Explanations:The above information is to be
given on standalone basis. If standalone is
not available, provide on consolidated basis.
Not Applicable
A(5). Basic details of theproposed transaction
1 Specific type of the proposed transaction
(e.g. sale ofgoods/services, purchase of
Employment remuneration
(Appointment to anyoffice orplace of

EMMBI INDUSTRIES LIMITED

Regd. Off.: 99/2/1& 9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U.T. of Dadra & Nagar Haveli, Silvassa – 396230 CIN: L17120DN1994PLC00387; Tel: +91 (0260) 320 0948; Fax: +91 022 6784 5506 Email: [email protected]; Website: www.emmbi.com

==> picture [73 x 51] intentionally omitted <==

S. No. Particulars of the information Informationprovided by the management
goods/services, giving loan, borrowing etc.) profit in the company)
2 Details of each type of the proposed
transaction
Continuation as Vice President –
Operations
3 Tenure of the proposed transaction (tenure
in number of years or months to be
specified)
Not Applicable
4 Whether omnibus approval is beingsought? Yes
5 Value of the proposed transaction during a
financial
year.
If the proposed transaction will be executed
over more than one financial year, provide
estimated break-upfinancialyear-wise.
Rs. 5,98,000 per month
(Rs. 71.76 Lacs P.A.)
Not Applicable
6 Justification as to why the RPTs proposed to
be entered into are in the interest of the
listed entity
The remuneration is commensurate with
the roles, responsibilities, experience, and
performance of the concerned Persons and
is
aligned
with
prevailing
industry
benchmarks.
They
provides
strategic
direction, leadership, and oversight to the
Company’s operations and governance.
Payment of remuneration is essential for
retention of leadership talent and for
ensuring
continuity
in
management,
thereby supporting the Company’s long-
termgrowth and value creation.
7 Details of the promoter(s)/ director(s) / key
managerial personnel of the listed entity
who have interest in the transaction,
whether directly or indirectly.
Explanation:Indirect interest shall mean
interest held through any person over which
an individual has control.
Ms. Maithili M. Appalwar, spouse, is part of
the
Promoter
Group.
Mr.
Makrand
Appalwar,
Promoter-cum-Managing
Director,
and
Mrs.
Rinku
Appalwar,
Promoter-cum-Executive
Director
and
Chief Financial Officer, are the parents of
Ms. Maithili Appalwar.
a. Name of the director / KMP Mr.
Makrand
Appalwar

Managing
Director
Mrs. Rinku Appalwar – Executive Director
and Chief Financial Officer
b. Shareholding of the director / KMP,
whether direct or indirect, in the related
party
Mr. Makrand Appalwar – 19.96%
Mrs. Rinku Appalwar – 12.31%
Ms. Maithili M. Appalwar - 5.54%
8 A copy of the valuation or other external
party report, if any, shall be placed before
the Audit Committee.
Not Applicable
9 Other information relevant for decision
making.
No