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Director's Report


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Empower India Ltd
Trading
BSE Code 504351 ISIN Demat INE507F01023 Book Value 2.72 NSE Symbol EMPOWER Div & Yield % 0 Market Cap (₹ Cr.) 223.45 P/E 13.71 EPS 0.14 Face Value 1

Dear Members,

It gives us immense pleasure to present the 44 th Board's Report, on behalf of the Board of Directors (the 'Board') of the Company, along with the Audited Financial Statement (Standalone & Consolidated) for the financial year ended 31 st March, 2026.

1. Key highlights of financial performance of your Company for the financial year 2025-26 are provided below:

(Rs. in Lakhs]

Particulars Standalone Consolidated
2026 2025 2026 2025
Total Income 12,945.15 6,847.87 17,013.85 12,946.68
Less: Total Expenses excluding Depreciation and tax 11,340.18 6,315.51 15,204.74 12,390.85
Profit before Depreciation & Tax 1,604.98 532.36 1,809.11 555.83
Less: Depreciation - - - -
Less: Exceptional Items - - - -
Profit/(Loss)before Tax 1,604.98 532.36 1,809.11 555.83
Less: Tax
i. Current Tax 00.00 30.00 7.94 34.00
ii. Earlier Period 7.47 0.00 0.00 0.00
iii. Deferred Tax 0.00 - - -
Profit/(Loss)after tax 1,597.51 502.36 1,801.17 521.83
Reserve & Surplus
Opening balance (3,477.56) (3,979.92) (2,956.83) (3,429.59)
Add: Profit for the year 1,597.51 502.36 1,801.17 521.83
Less: Other changes during the year - - - (49.08)
Balance c/f to Balance Sheet (1,880.06) (3,477.56) (1,115.66) (2,956.83)

• Figures are rounded off to the nearest decimal

2. COMPANY'S AFFAIRS:

During the current financial year ended 31 st March, 2026, the Company recorded Standalone and Consolidated Profit before Depreciation & Tax of Rs. 1,604.98 Lakhs & Rs. 1,809.11 Lakhs respectively.

The performance of the businesses is detailed out in the Management Discussion and Analysis Report ('MDA') which forms part of this Integrated Annual Report.

FINANCIAL STATEMENTS:

The Audited Standalone and Consolidated Financial Statements of the Company for the year ended 31 st March, 2026 has been prepared in accordance with provisions of the Companies Act, 2013 Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Indian Accounting Standards (Ind AS).

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Company's website www.empowerindia.in.

3. DIVIDEND:

Considering the need to conserve cash and to deploy it in future projects your Board of Directors has not recommended any dividend on the equity shares of the Company for the financial year 2025-26.

4. RESERVES:

Your Company's Board of Directors has decided to retain the entire amount of profit for the Financial Year 2025-26 in the statement of profit and loss. Therefore, the Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriations.

5. SHARE CAPITAL:

Authorized Share Capital:

The Authorized Share Capital of the Company as at 31 st March, 2026 is Rs. 1,75,00,00,000/- (Rupees One Hundred and Seventy-Five Crores only) consisting of 1,75,00,00,000 (Rupees One Hundred and Seventy-Five Crores) Equity Shares of Re. 1/- (Rupee One only).

Issued & Subscribed Share Capital:

The Issued & Subscribed Capital of the Company as on 31 st March, 2026 is Rs. 1,16,37,98,560/- (Rupees One hundred and Sixteen Crore Thirty-Seven Lakhs Ninety-Eight Thousand Five Hundred Sixty Only) divided into 1,16,37,98,560 Equity Shares of Re. 1/- (Rupee One only) each.

Reconciliation of demat and physical shares held by shareholders as on 31 st March 2026:

Particulars No. of shareholders No. of shares % of shareholding
Held in Dematerialized form in CDSL 2,91,603 94,70,60,162 81.38
Held in Dematerialized form in NSDL 26,007 21,67,26,255 18.62
Physical 6 12,143 0.00
Total 3,17,616 1,16,37,98,560 100.00

6. AUDITORS AND THEIR REPORTS:

Statutory Auditor:

As per the provisions of Section 139 of the Companies Act, 2013 M/s. Rishi Sekhri and Associates, Chartered Accountants, (Firm Registration No.128216W) were appointed as Statutory Auditors of the Company by the members at the 40 th Annual General Meeting held on 30 th September, 2022 for a term of five (5) consecutive financial years and their term expires at the conclusion of 45 th Annual General Meeting of the Company to be held in the year 2027. On 23 rd April 2026 the Auditor tendered his resignation due to medical conditions and inability to perform duties of Statutory Auditor effectively.

On 27 th April 2026 on the recommendation of Audit Committee the Board approved the appointment of M/s. Nagadheep Sathyanarayana and Co. Chartered Accountants (PRN: 018163 / FRN.: 008003S) as a Statutory Auditors of the Company to fill the casual vacancy due to resignation of M/s. Rishi Sekhri and Associates for the financial year 2025-26. The appointed has been approved by the shareholders through postal ballot notice dated 19 th June 2026. The Audit Report for the financial year 2025-26 is provided by M/s. Nagadheep Sathyanarayana and Co. Chartered Accountants.

The Board of Directors of the Company at their meeting held on 3 rd September, 2026, based on the recommendation of the Audit Committee, has recommended to the Members the appointment of M/s. Nagadheep Sathyanarayana and Co. Chartered Accountants (PRN: 018163 / FRN.: 008003S), as Statutory Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of 44 th Annual General Meeting (AGM) till the conclusion of the 49 th AGM. Accordingly, an Ordinary Resolution, proposing appointment of M/s. Nagadheep Sathyanarayana and Co., as the Statutory Auditors pursuant to Section 139 of the Act, forms part of the Notice of the 44 th AGM of the Company. The Company has received the written consent and a certificate that M/s. Nagadheep Sathyanarayana and Co. satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

Explanation to Auditor's Remarks

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are selfexplanatory and do not call for any further comments.

Secretarial Auditor:

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the shareholders of the Company have approved the appointment of M/s. Hemang Satra & Associates., Practicing Company

Secretaries, COP No. 24235 & PR No: 5684/2024, for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30 in the Annual General Meeting of the Company held on 30 th September, 2025.

The Secretarial Audit Report issued by M/s. Hemang Satra & Associates in the prescribed Form MR-3 for the Financial Year ended 31 st March, 2026 is annexed to this Report as Annexure-VI. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer.

Pursuant to Regulation 16(1) (c) of the SEBI Listing Regulations, Secretarial Audit Report of material subsidiary Empower Tradex Private Limited, is annexed to the Board report as Annexure-VII.

Further, pursuant to Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report confirming compliance with all applicable SEBI Listing Regulations and Guidelines for the financial year ended 31 st March 2026 has been duly submitted to the Stock Exchange(s) within the prescribed timelines, is annexed to the Board report as Annexure-V.

Internal Auditor:

M/s. Rajendra Nitharwal & Co., Chartered Accountants (FRN: 030980C), were appointed as an Internal Auditor of the Company for FY 2025-26.

Cost Records and Cost Auditors:

As the Company does not fall under the criteria as specified under section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, appointment of Cost Auditor or maintenance of Cost Records are not applicable to the Company.

7. DEPOSITS:

The Company has not accepted any deposits during the financial year as defined under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014; hence there is no default of re-payment, and any unpaid/ unclaimed deposits, as on 31 st March, 2026.

8. CHANGE IN NATURE OF BUSINESS:

During the year, there was no material change in the nature of business of the Company.

9. MATERIAL CHANGES AND COMMITMENTS:

There are no material change and commitment affecting the financial position of the Company which has occurred between end of the Financial Year under review and the date of this Report.

10. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Management Discussion and Analysis Report outlining the business of your Company forms part of this Annual Report as Annexure-VIII.

11. CORPORATE GOVERNANCE REPORT:

A report on Corporate Governance Report is attached as Annexure-IX and forms part of this report. The Company has complied with the conditions relating to Corporate Governance as stipulated in Regulation 27 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

12. PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has 05 (Five) subsidiary companies viz. Empower Housing Private Limited, Empower Tradex Private Limited, Empower E-Ventures LLP, Empower Retail Private Limited and Empower Energy Private Limited.

Empower Tradex Private Limited a wholly owned subsidiary of the Company, was classified as a material subsidiary of the Company during the financial year under review in accordance with the thresholds prescribed under the SEBI Listing

Regulations. The consolidated financial statements of the company and its subsidiaries were prepared in accordance with the applicable accounting standards have been annexed to the Annual Report.

www.empowerindia.in

A report containing the salient features of the subsidiaries as required under Section 129(3) of the Companies Act 2013 has been annexed herewith in AOC - 1 and is attached as Annexure-I to this report.

The Company does not have Joint Venture or Associate Company.

13. DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP):

The Board of the Company is optimum combination of Directors to meet the criteria as specified Regulation 17 of the SEBI (LODR) Regulations, 2015. The Company also have KMPs as specified under Section 203 of the Act and relevant regulations of SEBI (LODR) Regulations, 2015. Details of Directors and KMPs during the FY 2025 - 26 are as follows:

Name of the Director and KMP Designation Date of Appointment
Rajesh Chavan Non-Executive Director and Chairman 15 th May, 2024
Rajgopalan Iyengar Managing Director and Chief Financial Officer 26 th April, 2007
Satyawan Jankar Non-Executive Director 22 nd July, 2024
NaveenKumar Kanjaru Independent Director 28 th April, 2023
Fatima Razvi Independent Director 04 th July, 2024
Dilip Kumar Non-Executive Director 18 th October, 2024
Komal Soni Company Secretary and Compliance Officer 22 nd July, 2024
Priya Bissa Company Secretary and Compliance Officer 08 th August, 2025
Priyanka Gupta Company Secretary and Compliance Officer 20 th January, 2026

Details of resignation of Director and KMPs during the year:

Name of the Director and KMP Designation Date of Resignation
Komal Soni Company Secretary and Compliance Officer 30 th July, 2025
Priya Bissa Company Secretary and Compliance Officer 30 th December, 2025

Retirement bv Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Satyawan Jankar (DIN: 10711274), Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Satyawan Jankar as Director in the ensuing AGM of the Company. Your Board has recommended his re-election.

Changes in Directorship during the financial year 2025-26

No changes in the directorship during the financial year.

The composition of Board of Directors as on 31 st March, 2026 specifically stated in Corporate Governance Report as Annexure-IX.

Changes after the closure of the Financial Year 2025-26:

• Rajesh Chavan changes in designation from non-executive director and Chairman of the company to Managing Director & Chief Financial Officer w.e.f. 27 th April, 2026.

Audited financial statements of each of the subsidiary companies are available on the website of the Company at

• Rajgopalan Iyengar ceased to be the Managing Director and CFO due to his resignation w. e. f. 08 th April, 2026 Satyawan Jankar appointed Chairperson of the Company w.e.f. 27 th April, 2026.

14. DECLARATION/DISCLOSURES OF DIRECTORS PROPOSED TO BE APPOINTED / RE-APPOINTED:

Brief profile of Mr. Satyawan Jankar (DIN: 10711274), proposed to be re-appointed and his Qualification, Experience along with the name of Companies in which he hold the Directorship and Listed Companies in which he hold Chairmanship/membership of the Committees of the Board, as stipulated under Regulations 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings is given as Annexure to the Notice convening the 44 th Annual General Meeting.

15. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ('PoSH Act') and Rules framed thereunder. All employees (including trainees, apprentices and probationers) of the Company at all its locations are covered in this policy.

The provisions relating to constitution of the Internal Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are not applicable to the Company, as the number of workers at the workplace is less than ten.

During the year under the review, no complaints with allegations of sexual harassment was received by the Company.

16. MATERNITY BENEFIT:

The provisions of the Maternity Benefit Act, 1961, are not applicable to the Company during the period under review.

17. DIRECTORS RESPONSIBILITY STATEMENTS :

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

• In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

• The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

• The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

• The Directors have prepared the annual accounts on a going concern basis.

• The Directors have laid down proper Internal Financial Controls ('IFC') and such IFC are adequate and were operating effectively.

• The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. MEETINGS OF BOARD OF DIRECTORS & COMPOSITION OF COMMITTEES:

During the Financial Year 2025-26, 9 (Nine) Board Meetings were held on 17 th May, 2025, 28 th May, 2025, 08 th August, 2025, 13 th August, 2025, 05 th September, 2025, 12 th November, 2025, 30 th December, 2025, 20 th January, 2026 and 13 th February, 2026.

As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013 and the rules framed thereunder the composition and meetings of the Audit Committee were in line with the provisions of the Companies Act, 2013 and the Listing Regulations.

During the year under review, all the recommendations of the Audit Committee were duly accepted by the Board of Directors. The requisite details of Audit Committee along with composition, number of meetings of all other Board Committees held during the year under review and attendance at the meetings are provided in the Report on Corporate Governance forming a part of the Annual Report.

19. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, the Independent Director(s) is/are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act, and applicable rules thereunder) of all Independent Directors on the Board.

20. BOARD EVALUATION:

The annual evaluation process of Independent Directors, the Board and Committees was conducted based on the criteria approved by the Nomination and Remuneration Committee and in accordance with the provisions of the Act and the SEBI Listing Regulations.

The evaluation is based on parameters like:

• Level of participation of the Directors,

• Inputs provided to the management on matters of strategic importance

• Understanding of the roles and responsibilities of Directors,

• Providing of advice and external expertise for determining important policies,

• Understanding of the business and competitive environment in which the Company operates, understanding of the strategic issues, and

• Challenges for the Company, etc.

The Board discussed the feedback and expressed its satisfaction with the evaluation process.

The Directors expressed their satisfaction with the evaluation process, and the performance evaluation of the Board, its Committees and Directors, including Independent Directors, was found to be satisfactory.

21. SECRETARIAL STANDARDS:

The Company has complied with the applicable provisions of Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India ('ICSI') and notified by Ministry of Corporate Affairs ('MCA').

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All Related Party Transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature, whenever required. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Further, the details of the related party transactions as required under Section 134(3)(h) r/w Rule 8 (2) of the Companies (Accounts) Rules, 2014 and under Regulations 34(3) & 53(f) of Para A of Schedule V of SEBI (LODR) Regulations, 2015 is not required as all the transactions with related parties have been conducted at an arms' length basis and are in the ordinary course of business, there are no transactions to be reported in Form AOC-2 and as such do not form part of this report.

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in a separate statement attached hereto as Annexure-II and forming part of the report.

24. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) read with Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended 31 st March, 2026 in the prescribed Form MGT-7 will be available on the website of the Company within statutory timeframe and can be accessed at: empowerindia.in

25. SAFETY, HEALTH, ENVIRONMENT AND SUSTAINABILITY:

The company recognizes and encourages the importance of occupational health and safety of its employees. The safety and security of the workers are important aspect for building healthy work environment. The company believes to have healthy and pleasant working environment for every employee and the company is committed to provide the same in every possible way. It has taken effective measures in the field of healthcare and safety.

26. DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE ACT:

The particulars of loans, guarantees and investments have been disclosed in the financial statements for the financial year 2025-26 which forms an integral Part of this annual report.

27. INTERNAL CONTROL SYSTEMS AND ADEQUACY:

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act.

28. LISTING:

The shares of your Company are listed on both BSE Limited and the National Stock Exchange of India Limited (for Trading purpose).

29. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in Annexure - V, which is attached hereto and forms a part of the Boards' Report.

30. DISCLOSURE OF PENDING CASES:

There were no non-compliances by the Company and no instances of penalties and structures imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority on any matter related to the capital market during the last three years.

31. CERTIFICATE FROM THE AUDITOR FOR COMPLIANCE OF CORPORATE GOVERNANCE:

A Certificate of the Auditor confirming its compliance with the conditions of Corporate Governance stipulated under the SEBI (LODR) Regulations, 2015 is attached as Annexure-X.

32. CERTIFICATE OF THE MANAGING DIRECTOR AND CFO:

A Certificate of the Managing Director and CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed as Annexure- XII.

33. CERTIFICATE FROM THE AUDITOR ON DIRECTOR DEBARMENT OR DISQUALIFICATION:

A Certificate of the Auditor on verification of Debarment or Disqualification of Directors pursuant to Regulation 34 (3) read with Para C(10)(i) of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 is attached as Annexure-XI.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant or material orders passed by the Regulators or Courts or Tribunals which may impact the going concern status and Company's operations in future.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has a Policy on Corporate Social Responsibility (CSR). The Annual Report on CSR activities as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure VI to this report. The CSR Policy is posted on the website of your Company which may be accessed at www.empowerindia.in

Further, pursuant to the provisions of Section 135 of the Companies Act, 2013 your Company was required to spend an amount of Rs.5.65 Lakhs towards CSR Activities. The Board in compliance with the provisions of Section 135(9) of the Companies Act, 2013, and rules made thereunder has not constituted CSR Committee as the amount required to be spent on CSR activities does not exceed Rs.50 Lakhs rupees and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of the company.

36. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:

Pursuant to section 134(3) of the Companies Act, 2013, there was no frauds reported by the Statutory Auditor of the Company under section 143(12) of the Companies Act, 2013.

37. PREVENTION ON INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

38. DISCLOSURES OF POLICY ON NOMINATION AND REMUNERATION:

Policy on Directors' appointment and remuneration is to follow the criteria as laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons from diverse fields or professions. The Remuneration Policy is uploaded on the Company website with the link as https://empowerindia.in/en-in/wp-content/uploads/2025/09/Nomination-Remuneration-Policy.pdf

39. DISCLOSURES OF RISK MANAGEMENT POLICY:

Your Company has developed and implemented a Risk Management Policy, including identification of element of risk and its severity that may impact the existence of the Company. A dedicated Risk Management Committee of Senior Executives has been appointed by the Company, to evaluate the risk and mitigation plan and monitor them. Based on their evaluation, there is no element of risk identified by the Management that may, in the opinion of the Board, threaten the existence of the Company.

Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a sub-committee of Directors to oversee the Enterprise Risk Management framework.

The Risk Management Committee periodically reviews the framework and high risks and opportunities which are emerging or where impact is substantially changing.

There are no risks, which in the opinion of the Board threaten the existence of the Company. However, the risks that may pose a concern are set out in the Management Discussion and Analysis which forms a part of this Annual Report. The Risk Management Policy is uploaded on the Company website with the link as empowerindia.in

40. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person of the Company has been denied access to the Audit Committee. Whistle Blower Policy has been posted on the website of the Company at empowerindia.in.

41. EQUITY SHARES IN THE UNCLAIMED SUSPENSE ACCOUNT / SUSPENSE ESCROW DEMAT ACCOUNT:

During the year under review, there are no shares in the Unclaimed Suspense Account / Suspense Escrow Demat Account.

42. VOTING RIGHTS AND SWEAT EQUITY SHARES:

During the year under review, the Company has neither issued the equity shares with differential voting rights nor issued sweat equity shares in terms of the Companies Act, 2013.

43. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016):

There is no proceeding initiated / pending against your Company under the Insolvency and Bankruptcy Code, 2016 which does any materially impact the business of the Company.

44. VALUATION FOR ONE TIME SETTLEMENT (OTS):

During the financial year under review, the Company has not entered into any One Time Settlement (OTS) with any Banks or Financial Institutions. Hence, there are no instances requiring disclosure of differences between the valuation conducted at the time of OTS and the valuation undertaken at the time of availing loans from such Banks or Financial Institutions, and the same is not applicable.

45. ACKNOWLEDGEMENTS:

We record our gratitude to all Employees, Stakeholders, our Bankers and other Authorities for their assistance and cooperation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence reposed in the management.

By Order of the Board For Empower India Limited Sd/- Sd/-
Rajesh Chavan Satyawan Jankar
Managing Director & CFO Chairman & NED
DIN: 07011994 DIN: 10711274
Date: 3 rd September, 2026 Place: Mumbai