EMA Partners India Ltd Directors Report

$Arun Dasmahapatra was appointed as Non-Executive Independent Director w.e.f. July 10, 2024 and he resigned on March 05, 2025.

b. Key Managerial Personnel-

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel(s) [KMP(s)] of the Company are:

*Manishkumar Dhanuka was appointed as Chief Financial Officer w.e.f. August 21, 2024 and he resigned on June 30, 2025 due to health reasons.

@Smita Singh was appointed as Company Secretary & Compliance Officer w.e.f. July 09, 2024.

c. Details of Directors and/or KMP(s) who were appointed or have resigned during the year-

Given the requirements under the IPO process and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations, the following persons were appointed / resigned during the year under review:

• Viswanathan Subramaniam (DIN: 02651023) and Sangeetha Sudarshan (DIN: 02299863) resigned as Directors of the Company with effect from May 23, 2024. The Board of Directors placed on record their sincere appreciation for the contributions made by them during their tenure as Directors of the Company.

• Smita Singh was appointed as the Company Secretary and Compliance Officer with effect from July 09, 2024.

• Dr. Archana Hingorani (DIN: 00028037), Arun Dasmahapatra (DIN: 01550644), and Rajat Kumar Jain (DIN: 00046053) were appointed as Independent Directors of the Company with effect from July 10, 2024, to hold office for a term of five (5) consecutive years from the date of their appointment. In the opinion of the Board, the aforesaid directors possess the integrity, expertise and experience (including proficiency) required for appointment as Independent Directors of the Company.

• Ravi Swamy was appointed as Chief Financial Officer with effect from July 09, 2024 and he resigned on August 21, 2024.

• Manishkumar Dhanuka was appointed as Group Chief Financial Officer with effect from August 21, 2024.

• Ravi Swamy resigned as Director with effect from August 28, 2024. The Board of Directors placed on record their sincere appreciation for the contributions made by him during his tenure as Director of the Company.

• Arun Dasmahapatra (DIN: 01550644) resigned as an Independent Director with effect from March 05, 2025. The Board of Directors placed on record their sincere appreciation for the contribution made by Arun Dasmahapatra during his tenure as Independent Director of the Company.

The Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee, appointed Anand Balasundaram (DIN: 02792009) as an Additional Non-Executive Independent Director of the Company for a period of five (5) consecutive years with effect from April 11, 2025, subject to approval of members at the ensuing 22^nd Annual General Meeting. The necessary resolution in this regard has been incorporated in the notice of the ensuing Annual General Meeting of the Company along with his brief profile.

d. Retirement by Rotation-

As per the provisions of Section 152(6) of the Act, Krishnan Sudarshan (DIN: 01029826), Managing Director of the Company retires by rotation at the ensuing 22^nd Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment.

Your Board recommends his reappointment and the agenda seeking approval from Members is included in the Notice convening the 22^nd Annual General Meeting. The necessary resolution recommending his reappointment forms part of the AGM Notice.

24.LOANS FROM DIRECTORS:

During the year under review, the Company has not availed any loans from its directors.

25. REMUNERATION / COMMISSION DRAWN FROM SUBSIDIARY COMPANIES:

During the year under review, the directors of the Company have not received remuneration / commission from the subsidiary Companies.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 do not apply to your Company for the year under review.

27. COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY:

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Act & the Listing Regulations viz.,

a. Audit Committee;

b. Nomination and Remuneration Committee; and

c. Stakeholders Relationship Committee.

a. AUDIT COMMITTEE

Your Company has duly constituted an Audit Committee w.e.f. August 07, 2024 in compliance with the provisions of Section 177 of the Act read with Rule 6 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 18 of the Listing Regulations. The members of the Audit Committee possess sound knowledge on accounts, audit, finance, taxation, internal controls, etc.

The Audit Committee of your Company comprises of the following members as on the end of the year:

The Audit Committee was reconstituted w.e.f. June 02, 2025:

*Rajat Kumar Jain has stepped down as a member of the Audit committee w.e.f. June 02, 2025.

#Anand Balasundaram has been added as a member of the Audit Committee w.e.f. June 02, 2025.

During the year under review, the Audit Committee duly met 5 (Five) times viz. on August 21, 2024, September 5, 2024, December 23, 2024, January 6, 2025 and February 11, 2025.

The number of meetings attended by each member during the year under review are as follows:

During the year under review, all recommendations made by the Audit Committee to the Board of Director were accepted by the Board.

b. NOMINATION AND REMUNERATION COMMITTEE

Your Company has constituted a Nomination and Remuneration Committee w.e.f. August 07, 2024 in compliance with the provisions of Section 178 of the Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of the Listing Regulations.

The Nomination and Remuneration Committee of your Company comprises the following members as on the end of the year:

The Nomination and Remuneration Committee was reconstituted w.e.f. April 08, 2025 and June 02, 2025:

*Arun Dasmahapatra resigned from the Board of the Company as an Independent Director w.e.f. March 05, 2025.

$Dr Archana Niranjan Hingorani was appointed w.e.f. April 08, 2025 as Chairperson of the Committee due to resignation of Chairperson of the Committee and stepped down as Chairperson w.e.f. June 02, 2025.

#Anand Balasundaram has been appointed as Chairperson and Member of the Committee w.e.f. June 02, 2025.

During the year under review, the Nomination and Remuneration Committee duly met 2 (Two) times viz. on August 21, 2024 and September 4, 2024.

The number of meetings attended by each member during the year under review are as follows:

The Nomination and Remuneration Policy of your Company has been made available on the website of the Company i.e., https://www. emapartners.in/investor-relation/Policies.

c. STAKEHOLDERS RELATIONSHIP

COMMITTEE

Your Company has constituted a Stakeholders Relationship Committee w.e.f. August 07, 2024 in compliance with the provisions of Section 178(5) of the Act and Regulation 20 of the Listing Regulations.

The Stakeholders Relationship Committee of your Company comprises of the following members as on the end of the year:

No committee meetings held during the year under review.

28.INTERNAL COMPLAINT COMMITTEE:

In compliance with the provisions of the Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 your Company has constituted an Internal Complaints Committee ("ICC Committee"). The same was reconstituted during the year under review and the members of the Committee were:

29.DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION & REDRESSAL) ACT, 2013:

Your Company is committed to provide a safe and conducive work environment to its employees. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts, the constitution of ICC committee and their right to raise a complaint in this regard at the designated Email ID posh@ema- partners.com. The following is a summary of sexual harassment complaints received and disposed off during the year under review.

The Company has a zero-tolerance policy towards sexual harassment in the workplace. It has adopted a Policy on the Prevention, Prohibition and Redressal of sexual harassment at the workplace, in line with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules made thereunder. The Policy under the Sexual Harassment

of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, of your Company has been made available on the Companys website, i.e., https://www.emapartners.in/investor-relation/ Policies.

30. VIGIL MECHANISM / WHISTLE BLOWER AND RISK MANAGEMENT POLICY:

Pursuant to the provisions of Section 177 (9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations your Company already has in place "Vigil Mechanism Policy" (Whistle Blower Policy) on the website of the your Company https://www.emapartners. in/investor-relation/Policies. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization without knowledge of the Management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud or violation of any law, rule or regulation. Employees have the right/option to report their concerns/grievances to the Chairperson of the Audit Committee. The Company is dedicated to maintaining the highest standards of ethical, moral, and legal conduct as a foundation for strong corporate governance.

31. MATERNITY BENEFIT COMPLIANCE:

Your Company is in compliance with the provisions of the Maternity Benefit Act, 1961 and extends all applicable benefits to eligible women employees as per the statutory requirements.

32. AUDITORS & AUDITORS REPORTS:

a) Statutory Auditors of the Company and their observations, if any on accounts for the year ended March 31, 2025:

As per the provisions of Section 139 of the Act, M/s. A P Sanzgiri & Co., Chartered Accountants (FRN: 116293W), Mumbai were appointed as Statutory Auditors of the Company in the 18^th Annual General Meeting held on November 30, 2021 for a period of five consecutive years up to the conclusion of the 23^rd Annual General Meeting to be held in the year 2026, at a remuneration mutually agreed upon by the Board of Directors and Statutory Auditors.

The Auditors Report on the Financial Statements of the Company for the year ended March 31, 2025 is unmodified i.e., it does not contain any

qualification, reservation or adverse remark. The Statutory Auditors Report is enclosed with the Financial Statements forming part of the Annual Report.

There were no incidences of reporting of frauds by Statutory Auditors under Section 143(12) of the Act read with the Companies (Accounts) Rules, 2014.

b) Internal Auditors of the Company:

As per the provisions of Section 138 of the Act and on the recommendation of the Audit Committee, M/s. V C Shah & Co., Chartered Accountants, (FRN 109818W) Mumbai were appointed as Internal Auditors of the Company in the Board Meeting held on February 11,2025 for the Financial Year 2024-25, at a remuneration decided by the Company excluding applicable taxes and reimbursement of out-of-pocket expense at actuals, if any.

The Internal Auditors submit their findings and report to the Audit Committee of the Company.

c) Cost records and Cost Auditors of the Company:

In terms of the provisions of Section 148 of the Act read with the rules made thereunder, the maintenance of cost records and provisions of cost audit are not applicable to your Company.

d) Secretarial Auditors of the Company:

The Board on the recommendation of the Audit Committee appointed M/s. Sonali Pol & Co. (formerly known as S Pawaskar & Co.), Company Secretaries, Mumbai, as Secretarial Auditors of the Company to conduct Secretarial Audit of your Company for the Financial Year 2024-25 and their report is appended in "Annexure-IN" to the Boards report.

The Secretarial Auditors report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

33.NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per provision of regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16^th February, 2015, Companies whose shares are listed on NSE EMERGE as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1^st April, 2017.

34. CODE FOR PREVENTION OF INSIDER TRADING:

Based on the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for Insider Trading (Code), as approved by the Board is in force by the Company. The Company follows the concept of Trading Window Closure to prevent its Directors, Officers, designated employees, their relatives and other connected employees from trading in the Companys securities when they have access to Unpublished Price Sensitive Information (UPSI).This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information and has been made available on the Companys website and a comprehensive Policy for enquiry of leak of Unpublished Price Sensitive Information on https:// www.emapartners.in/investor-relation/Policies.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is appended in "Annexure- IV" to the Boards report.

36. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There were no applications made or any proceedings were pending against your Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. Furthermore, there was no instance of valuing the amount for the settlement of loan(s) from Banks and Financial Institutions during the financial year under review.

37. CORPORATE GOVERNANCE:

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders. The Company has been listed on SME Emerge Platform of NSE and by virtue of Regulation 15 of the Listing Regulations, the compliance with the corporate governance provisions as specified in Regulation 17 to 27 and clauses (b) to (i) and (t) of

sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. However, the Company continues to adhere to the best practices prevailing in Corporate Governance and follows the same in its true spirit. Hence, the Corporate Governance Report does not form part of this Annual Report.

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

Pursuant to the requirement of Section 134(3)(q) of the Act read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, it is confirmed that during the year under review, there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and your Companys operations in future.

39. ACQUISITION OF COMPANIES / INVESTMENT IN ASSOCIATES / SUBSIDIARIES DURING THE YEAR UNDER REVIEW:

• During the year under review, the Company made the following acquisitions: NIL

• During the year under review, the Company made the following Investments: NIL

40. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There were no unpaid / unclaimed dividends declared and paid in previous years and hence the provisions of Section 125 of the Act do not apply for the year under review.

41. SECRETARIAL STANDARDS OF ICSI:

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors ("SS-1") and General Meetings ("SS-2") issued by The Institute of Company Secretaries of India ("ICSI").

42. PARTICULARS OF EMPLOYEES, REMUNERATION AND RELATED DISCLOSURES:

The information required under Section 197(12) of the Act read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 and other applicable Rules is appended in "Annexure-V" to the Boards report. A statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating 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 forms part of this Report.

I n accordance with the provisions of the second proviso to Section 136(1) of the Companies Act, 2013 and as advised, the Annual Report, excluding the aforesaid information, is being circulated to the members of the Company. Members who wish to access the excluded information may request the same by writing to investor@emapartners.in.

43. MANAGING DIRECTOR (MD) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE:

In terms of the Listing Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from the Chief Financial Officer and Managing Director of the Company for the financial year 2024-25 with regard to the financial statements and other matters. The said certificate forms part of this Annual Report.

44. DEPOSITORY:

The Companys shares are compulsorily tradable in electronic form. As on date, 100% of the Companys Paid-up Equity Share Capital are in dematerialized form with both the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Company has appointed Bigshare Services Private Limited, SEBI registered Registrar and Share Transfer Agent.

45. EMPLOYEE STOCK OPTION SCHEMES ("ESOS"):

To attract, retain and motivate high-performing talent, the Company extends share-based benefits to eligible employees. These initiatives are designed to foster a strong alignment between individual performance and the Companys strategic objectives, while also encouraging long-term commitment and a sense of ownership among employees.

In line with this objective, the Company has implemented Employee Stock Option Schemes, namely:

a. EMA Employee Stock Option Scheme 2024:

The Company had implemented an employee stock option plan namely EMA Employee Stock Option Scheme 2024" ("EMA ESOS 2024") for the employees of the Company and its subsidiary(ies). EMA ESOS 2024 was approved at the 2^nd Extra Ordinary General Meeting of the Company for the FY 2024-25 held on August 23, 2024 i.e. prior to Companys initial public offer ("IPO"), with an objective to align employees interests with those of the shareholders and promoting employee retention and longterm performance.

Subsequently, the Company successfully completed its IPO, listing its shares on January 24, 2025 on National Stock Exchange Limited (SME EMERGE Platform) and in terms of Regulation 12(1) of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations"), any fresh grant of Options post listing can be made under EMA ESOS 2024 only in compliance with the SEBI SBEB Regulations and post ratification of same by the members of the Company.

Accordingly, ratification of EMA ESOS 2024 was recommended by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company at their respective meetings held on May 05, 2025 and it was further ratified by the members of the Company vide resolution dated July 05, 2025 passed through Postal Ballot. The EMA ESOS 2024 is available on the Companys website at https://www.emapartners.in/investor-relation/ Disclosures-under-Reg-46-of-the-LODR.

b. EMA Partners India Limited Employee Stock Option Scheme 2025:

To motivate the key work force, seeking their contribution to the corporate growth and to bring skin in the game, the Company proposes to implement a new employee stock option scheme namely EMA Partners India Limited Employee Stock Option Scheme 2025 ("ESOS 2025" / "Scheme") contemplating grant of employee stock options to employees of the Company and its subsidiary company(s).

ESOS 2025 was recommended by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company at their respective meetings held on May 21, 2025. It was further approved by the members of the Company vide resolution dated July 05, 2025 passed through Postal Ballot.

It is hereby affirmed that EMA ESOS 2024 and ESOS 2025 instituted by the Company are in compliance with the SEBI SBEB Regulations, as amended from time to time and the resolutions passed by the members approving the same. The EMA ESOS 2025 is available on the Companys website at https://www. emapartners.in/investor-relation/Disclosures- under-Reg-46-of-the-LODR.

46. BOARD POLICIES:

In compliance with the Listing Regulations, the Company has formulated and adopted various policies as mandated for all listed entities.

These policies are aimed at ensuring accountability, fairness and adherence to regulatory norms and are available on the Companys website https://www. emapartners.in/investor-relation/Policies.

47. DECLARATION FOR CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for every employee, including Board members and senior management personnel of the Company. The duties of Directors, including duties as an Independent Director as laid down in the Act, also form part of the Code of Conduct. The Code of Conduct is available on the website of the Company https://www.emapartners.in/investor-relation/ Policies. All Board members and senior management personnel affirm compliance with the Code of Conduct annually.

48. GENERAL DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

I. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

II. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

III. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

IV. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

49. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the financial year under review, there was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

50. DIRECTORS RESPONSIBILITY

STATEMENT:

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

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures.

(b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the Financial Year and of the profit of your Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the Annual Accounts on a going concern basis.

(e) The Directors have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively.

(f) 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.

51. GREEN INITIATIVES:

In compliance with Regulation 36 of the Listing Regulations, notice of the 22^nd AGM along with the Annual Report 2024-25 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 2024-25 will also be available on the Companys website https://www.emapartners. in/investor-relation/General-Meetings-Annual- General-Meeting.

52. CAUTIONARY STATEMENT

The Annual Report including those which relate to the Directors Report, management discussion and analysis report may contain certain statements on the Companys intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

53. ACKNOWLEGDEMENT:

The Board of Directors extends its deepest gratitude to all employees across our organization, whose hard work, dedication and unwavering commitment have been the pillars of our success. For this, we are profoundly thankful.

We would also like to express our sincere appreciation for the enduring cooperation and support we have received from our shareholders, investors, bankers, financial institutions, clients and business partners. Their trust and encouragement have been invaluable in our journey.

Our heartfelt thanks also extend to all regulatory authorities and other stakeholders who have consistently provided guidance and support, contributing to our ongoing growth and success. We look forward to strengthening these relationships as we continue to navigate the path to progress together.