EMA Partners India Ltd Directors Report

To,

The Members,

EMA Partners India Limited

The Board of Directors ( Board ) of EMA Partners India Limited ( Company ) hereby present the 23 rd Annual Report of the Company together with the Audited Standalone & Consolidated Financial Statements and the Auditors report for the Financial Year ( FY ) ended March 31, 2026 ( year ).

The consolidated performance of the Company and its subsidiaries is referred to wherever necessary.

1. Company Overview:

The Company, incorporated in 2003, is a leading provider of executive search and leadership advisory services, serving the entire white-collar talent spectrum through a differentiated, multi-brand approach. At the apex of its offerings is EMA Partners, the Companys flagship executive search business, which specializes in board- level, C-suite, and other senior leadership mandates for organizations across industries and geographies. The Company is a member of EMA Partners International Ltd., a global executive search firm with a presence across 30+ countries.

Headquartered in Mumbai, the Company has offices in Chennai, Gurgaon and Bengaluru, providing pan-India coverage across major commercial centers. The Company has also expanded its international footprint in Southeast Asia through its subsidiary EMA Partners Singapore Pte. Ltd. and in the Middle East through its subsidiaries EMA Partners Executive Search Limited and James Douglas Professional Search Limited, enabling it to effectively service cross-border leadership mandates and support the evolving talent requirements of global organizations. These three markets, India, Singapore and Dubai, form the core of the Companys operational presence.

Over the years, the Company has built a resilient and diversified business founded on long-standing client relationships, deep industry expertise and an extensive global network. Its operating model combines international reach with strong local market knowledge, enabling the Company to deliver tailored leadership solutions that address the unique strategic and cultural requirements of clients across regions.

2. Financial Summary and Highlights of Performance:

The summary of the Companys financial performance, both on a standalone and consolidated basis, is given below:

(Rs. in Thousands except EPS)

Particulars	Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from Operations	4,02,946.48	1,09,353.17	8,73,641.83	7,39,304.98
Other Income	39,258.08	45,148.30	32,174.92	50,902.10
Total Income	4,42,204.56	1,54,501.47	9,05,816.75	7,90,207.08
Total Expenses	3,11,992.93	1,13,014.38	7,29,900.06	6,06,171.68
Profit before Depreciation and finance cost	1,30,211.63	41,487.09	1,75,916.69	1,84,035.4
Depreciation and Amortisation expenses	14,060.01	12,499.91	24,198.16	20,461.53
Finance Cost	381.69	4,730.75	734.74	5,491.58
Profit before exceptional items and tax	1,15,769.93	24,256.43	1,50,983.79	1,58,082.29
Exceptional items	--	--	-	--
Profit before tax	1,15,769.93	24,256.43	1,50,983.79	1,58,082.29
Tax expense	28,084.64	4,527.73	27,933.69	33,693.47
Minority Interest	--	--	-	(1,749.68)
Profit / (Loss) for the year	87,685.29	19,728.70	1,23,050.10	1,26,138.50
Basic EPS (in 7)	3.77	1.06	5.29	6.81
Diluted EPS (in 7)	3.77	1.05	5.29	6.73

The revenue from operations of the Company for the year, on a Consolidated basis, increased from Rs.7,39,304.98/- (in Thousands) to Rs. 8,73,641.83/- (in Thousands). The Company achieved EBITDA (excluding other income and exceptional items) of Rs. 1,43,741.77/- (in Thousands) during the current year as against the previous years EBITDA (excluding other income and exceptional items) of Rs. 1,33,133.30/- (in Thousands). Net profit after tax stood at Rs.1,23,050.10 /- (in Thousands), maintaining a strong bottom-line performance.

3. Dividend:

To strengthen the financial position of the Company and to augment working capital, the Board did not declare any dividend, including interim dividend.

4. 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 Companies Act, 2013 ( Act ) did not apply for the year under review.

5. Transfer to Reserves:

The Board has not decided to transfer any amount to any Reserve, and the Board has decided to retain the entire amount in the Profit and Loss account.

6. Material Development(s) During the Year:

The Company had raised funds through its Initial Public Offer ( IPO ) with the objects of the issue, as disclosed in the Prospectus dated January 21, 2025, which inter-alia included:

1. Augmenting the leadership team of the Company and its subsidiaries.

2. Capital expenditure towards upgrading the existing information technology infrastructure of the Company and its subsidiaries.

3. Repayment and/or prepayment, in full, of borrowings availed for the purchase of office premises.

4. Funding inorganic growth through acquisitions and other strategic initiatives, along with general corporate purposes.

Subsequent to the IPO, the Board undertook a review of the Companys strategic priorities and evolving business requirements. In view of the Companys growth plans and the increasing need to strengthen its leadership and managerial capabilities across the Group, the Board considered it appropriate to enhance the allocation towards leadership hiring.

Accordingly, the Members of the Company, by way of a Special Resolution passed through Postal Ballot on March 27, 2026, approved the variation in the utilisation of IPO proceeds by increasing the allocation towards leadership hiring. The additional allocation was funded through a corresponding reduction in the amount originally earmarked for capital expenditure towards information technology infrastructure. The Members also approved the extension of the estimated timeline for utilisation of the IPO proceeds by one year, i.e., up to March, 2028. The revised allocation is expected to better align the deployment of capital with the Companys long-term strategic priorities and growth objectives.

7. Change in the nature of business:

The Company did not undergo any change in the nature of its business during the year.

8. Business, Review of Performance and State of Affairs:

During the year, the Company continued to strengthen its market position by expanding its capabilities beyond executive search into the high- potential mid-to-senior level hiring segment, with a particular focus on India and the Middle East. This strategic expansion reflects the Companys response to the evolving talent requirements of organizations and the increasing demand for experienced professionals capable of driving business growth and transformation.

The Companys expansion into this segment is supported by over two decades of experience in leadership hiring and its well-established relationships with boards, promoters, C-suite executives and senior business leaders. These deep networks provide a strong competitive advantage in identifying and engaging high-calibre talent across multiple management levels.

While the mid-to-senior recruitment market has traditionally been fragmented and largely served by boutique firms, the Company has differentiated itself by introducing institutionalized processes, rigorous assessment methodologies, technology- enabled search capabilities and robust governance standards. This approach has enhanced the quality, consistency and scalability of recruitment outcomes while maintaining the high standards of professionalism and confidentiality associated with its executive search practice.

By serving organizations across the full spectrum of leadership hiring from board directors and chief executives to critical mid and senior-management roles the Company has established a comprehensive talent solutions platform. The Companys expanding geographical presence, sector expertise and experienced consultant network continued to strengthen its competitive positioning during the year. Its commitment to excellence, long-term client relationships and deep understanding of leadership markets continue to position the Company as a trusted advisor to clients seeking exceptional talent to drive sustainable business growth.

9. Material changes and commitments affecting financial position, which have occurred between the end of the Financial Year and date of the Report:

a. Buy Back 2026:

With a view to optimizing the Companys capital structure and returning surplus cash to its shareholders the Company undertook a buyback of its equity shares. The Board was of the considered view that the buyback would enhance long-term shareholder value, help achieve an optimal capital structure, and would not adversely affect the Companys ability to meet its financial obligations or pursue its business and strategic objectives.

Accordingly, the Board, at its meeting held on April 23, 2026, approved the buyback of up to 7,25,000 (Seven Lakh Twenty-Five Thousand) fully paid-up equity shares of face value of Rs.5/- each at a price of Rs.100/- per equity share, for an aggregate amount not exceeding Rs.725 Lakhs (Rupees Seven Hundred Twenty-Five Lakhs only), excluding transaction costs. The buyback represented 3.12% of the total paid-up equity share capital of the Company and 6.57% and 4.89% of the aggregate paid-up equity share capital and free reserves of the Company based on the latest audited standalone and consolidated basis respectively as on March 31, 2026 whichever sets out a lower amount, as per the provisions of the Act and Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 ( SEBI Buy Back Regulations ).

The buyback was undertaken in accordance with the provisions of Sections 68, 69 and 70 of the Act read with the Companies (Share Capital and Debentures) Rules, 2014, the SEBI Buy Back Regulations, as amended, and the Articles of Association of the Company and since has been completed. Pursuant to the completion of the buyback, the equity shares bought back have been extinguished, and the paid- up equity share capital of the Company stands reduced accordingly.

The details of the buyback and the stock exchange filings made in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) are available on the Companys website at https:// www.emapa r tners. in /in vestor- r e la t i on/ Buyback

b. Strategic Acquisition:

In line with the objects of the IPO and the Companys strategy of strengthening its service offerings through inorganic growth, the Company completed the acquisition of M/s Talent Hired-The Job Store Private Limited ( Taggd ), a company headquartered in Gurugram, Haryana. Taggd is Indias largest homegrown Recruitment Process Outsourcing ( RPO ) services provider.

Taggd is engaged in the business of providing technology-enabled recruitment solutions and recruitment platform (including digital). Its offerings include subscription-based access to enriched candidate profiles, end-to-end recruitment services and RPO solutions. The acquisition provides the Company with access to a broader customer base, enhanced technology capabilities, diversified service offerings and new market opportunities.

The acquisition was undertaken jointly by the Company and its wholly owned subsidiary, EMA Partners Executive Search Private Limited, resulting in the acquisition of a 100% equity stake in Taggd w.e.f July 06, 2026. Consequently, Taggd has become a subsidiary of the Company.

The acquisition marks a significant milestone in the Companys growth journey, strengthening its position as a comprehensive talent solutions platform, and is expected to create significant operational and business synergies by combining the Companys leadership search expertise with Taggds technology-driven recruitment platform. It will further strengthen the Companys integrated talent solutions portfolio, expand its digital recruitment capabilities, improve cross-selling opportunities and contribute to sustainable long-term growth and value creation for all stakeholders.

The Company remains focused on strengthening its leadership position in the executive search and talent solutions industry through continued investments in people, technology, strategic acquisitions and geographic expansion. The management believes that this acquisition is aligned with the Companys long-term vision of building a full- spectrum talent solutions ecosystem and will continue to evaluate opportunities that reinforce this strategic direction.

10. Share Capital:

a. Authorised Share Capital:

The authorised share capital of the Company as on March 31, 2026, was Rs.15,00,00,000/- divided into 3,00,00,000 Equity Shares of face value Rs. 5/- each.

b. Issued, Subscribed and Paid-Up Capital:

The issued, subscribed and paid-up capital of the Company as on March 31, 2026, was Rs.11,62,32,130/- divided into 2,32,46,426 Equity Shares of face value Rs. 5/- each.

c. Share Capital post Buy back 2026:

The issued, subscribed and paid-up capital of the Company post buy back was m,26,07,130/- divided into 2,25,21,426 Equity Shares of face value Rs. 5/- each.

The Company has only one class of Equity Share capital.

11. Deposits:

The Company has not accepted or renewed any amount falling within the purview of the provisions of Section 73 of the Act and other applicable rules thereunder during the year. Hence, the requirement for furnishing the details is not applicable.

12. Particulars of loans, guarantees and investments:

Pursuant to the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the Listing Regulations, the particulars relating to Loans, Guarantees and Investments are furnished in the notes to the Financial Statements, forming part of this Annual Report and also annexed as Annexure - I to this report.

13. Particulars of contracts or arrangements made with Related Parties:

During the year, all the transactions/contracts/ arrangements of the nature as specified in Section 188(1) of the Act, entered by the Company with related party(ies) were in the ordinary course of business and on an arms length basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions, or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Board approved policy on related party transactions is placed on the Companys website at https://www.emapartners.in/investor-relation/ Policies.

14. Subsidiaries, Joint Ventures or Associate Companies:

The Company does not have any associate or joint venture company.

The Company has 6 subsidiaries and 2 step-down subsidiaries, as mentioned below:

EMA Partners India Limited
Offshore Subsidiaries		Indian Subsidiaries
EMA Partners Singapore Pte. Ltd	EMA Partners Executive Search Limited (Dubai)	EMA Decision Dynamics Private Limited	Emagine People Technologies Private Limited	James Douglas Professional Search India Private Limited	EMA Partners Executive Search Private Limited
	James Douglas Professional Search Limited (Dubai)				Reccloud Technologies Private Limited

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form No. AOC-1 is appended in Annexure-N this report.

The Company has two material subsidiaries i.e. EMA Partners Executive Search Private Limited and EMA Partners Executive Search Limited (Dubai).

The Board approved policy for determining Material Subsidiaries is placed on the Companys website at ht t ps :/ / www.emapa r tne r s .i n /i n v es t or-re lati on/Po lici es.

Pursuant to the requirements of Section 136 of the Act, the Standalone and Consolidated financial statements, along with relevant documents and audited financial statements of the subsidiaries, are hosted on the Companys website https://www.emapa r tne r s. in /i nvestor- re l at i on/S u bs i d i a r y.

15. Acquisition of companies / investment in associates / subsidiaries during the year under review:

During the year, the Company made the following investments in its wholly owned subsidiary, via rights issue under Section 62(1)(a) of the Act:

Sr. No. Name of Subsidiary	No. of Shares	Value per share	Total Consideration	Change in interest
1 James Douglas Professional Search India Private Limited (Wholly Owned Subsidiary)	5,35,000 Equity Shares	Rs. 184/- face value of Re. 1/- each at a premium of Rs. 183/-	Rs. 9,84,40,000/-	Nil - remains 100% WOS

16. Management Discussion and Analysis (MD&A) Report:

Pursuant to the provisions of Part B of Schedule V read with Regulation 34(3) of the Listing Regulations, the MD&A capturing the Companys performance, industry trends and other material changes with respect to the Company and its Subsidiaries, wherever applicable, are provided in a separate section and forms part of this Annual Report.

17. Extract of Annual Return:

In terms of Section 92(3) read with Section 134(3) (a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return as on March 31, 2026 is available on the Companys website at https://www.emapartners.in/ in vestor- rela tion/Financial-A nnual- Returns.

18. Internal Control systems and their adequacy with reference to the financial statements:

The Company has an adequate Internal Control System commensurate with the size and nature of its business. These controls ensure proper recording and reporting of financial transactions, compliance with applicable laws and regulations and protection of assets. The internal control system includes defined roles and responsibilities, standard operating procedures, periodic internal audits and regular management reviews. The Company has also implemented checks for segregation of duties and approval mechanisms for key transactions.

The Audit Committee periodically reviews the adequacy and effectiveness of these controls. Based on the reviews and audit findings, no material weakness was observed during the year.

19. Companys policy relating to directors appointment and payment of remuneration to Key Managerial Personnel(s) and employees:

In accordance with the provisions of Section 134(3)(e) and Section 178(2) of the Act, the Board has adopted a comprehensive Nomination and Remuneration Committee Charter ( NRC Charter ). The NRC Charter outlines a structured framework for the appointment, remuneration and evaluation of Directors, Key Managerial Personnel ( KMP ) and Senior Management of the Company.

The NRC Charter is based on the principles of fairness, transparency, merit and performance orientation. It sets out the criteria for determining qualifications, positive attributes and independence of Directors and lays down the approach for fixing remuneration of Executive Directors, NonExecutive Directors (through sitting fees), KMPs and Senior Management.

Furthermore, the NRC Charter also guides the Nomination and Remuneration Committee ( NRC ) and the Board in identifying suitable candidates for appointment and in conducting performance evaluations in a fair and objective manner.

The NRC Charter of the Company is available on the Companys website at https://www.emapartners.in/ investor-relation/Policies.

20. Board Evaluation:

In compliance with the Act and the Listing Regulations, the Board conducts an annual performance evaluation to enhance its effectiveness and that of its Committees. The Board, in collaboration with the NRC, has established a criteria for evaluating the performance of the Board, its Committees and other individual Directors (including Independent Directors).

In accordance with the manner as specified by the NRC, the Board carried out annual performance evaluation of the Board, its Committees and Individual Director. The Independent Directors, carried out the annual performance evaluation of Non-Independent Directors, the Board as a whole and the Chairman.

The evaluation process focused on effectiveness of the Board, Board dynamics, Board Meetings and procedures, Committee effectiveness and flow of information to the Board and Committees. The evaluation methodology included a detailed questionnaire covering various parameters relevant for the Board and Committees.

Based on the evaluation, the Board believes that its composition adequately represents the requisite domain expertise, skills and diversity. The Committees were recognised for their effective operation not only addressing matters within their mandated scope but also proactively identifying and deliberating on issues of broader significance. The Board further acknowledged the contributions made by each Director.

21. Meeting of Independent Directors:

In terms of requirements of Schedule IV of the Act, the Independent Directors of the Company met separately on March 24, 2026, inter alia to review the performance of Non-Independent Directors (including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of information between the Management and the Board.

22. Declaration from Independent Directors:

The Company had received declaration from all the Independent Directors of the Company confirming that they met the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

Further, the Independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, which mandated the inclusion of Independent Directors names in the data bank of Indian Institute of Corporate Affairs (IICA).

The following are the Independent Directors of the Company:

1. Archana Niranjan Hingorani

2. Rajat Kumar Jain

3. Anand Balasundaram

In the opinion of the Board, the Independent Directors fulfil the criteria of independence specified in Section 149(6) of the Act read with Rules 5 and 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations.

23. Board of Directors, their Meetings and Key Managerial Personnel:

a. Board of Directors:

The Company has an appropriate mix of executive, non-executive and Independent Directors to maintain its independence and separate its functions of governance and management.

The Board is comprised of three Executive Directors, three Independent Directors, with an optimum balance of Executive and NonExecutive Directors, including one Women Independent Director. None of the Directors are disqualified under Section 164 of the Act. Furthermore, in the opinion of the Board, all the Independent Directors possess requisite expertise, integrity, and experience.

The Board of Directors of the Company are:

Sr. Name of the Board No. Member	Designation
1. Krishnan Sudarshan	Chairman & Managing Director
2. Subramanian Krishnaprakash	Whole-time Director
3. Shekhar Ganapathy*	Whole-time Director
4. Archana Niranjan Hingorani	Non-Executive Independent Director
5. Rajat Kumar Jain	Non-Executive Independent Director
6. Anand Balasundaram#	Non-Executive Independent Director

* Shekhar Ganapathy was designated as Whole-time Director w.e.f. April 23, 2026.

# Anand Balasundaram was appointed as NonExecutive Independent Director w.e.f. April 11, 2025.

The Board, during the year, met at regular intervals to discuss and decide on Companys business policies and strategy apart from other business of the Board.

The notice of Board meetings is given in accordance with the provisions of the Act and applicable rules thereunder. The agenda for the Board/Committee meetings includes detailed notes on the items to be discussed, enabling directors/members to make informed decisions.

During the year, the Board duly met 7 (Seven) times viz. on May 05, 2025, May 21, 2025, August 13, 2025, September 22, 2025,

November 14, 2025, February 16, 2026 and March 24, 2026. The intervening gap between two consecutive Board meetings did not exceed the stipulated days.

The details of attendance of the directors at the meetings of the Board held during the year are as under:

Name of the Directors	Designation	No. of Meetings
		Held	Attended
Krishnan Sudarshan	Chairman & Managing Director	7	7
Subramanian Krishnaprakash	Whole-time Director	7	7
Shekhar Ganapathy*	Whole-time Director	7	5
Archana Niranjan Non-Executive Hingorani Independent Director	7	7
Rajat Kumar Jain	Non-Executive Independent Director	7	7
Anand Balasundaram#	Non-Executive Independent Director	7	7

* Shekhar Ganapathy was designated as Whole-time Director w.e.f. April 23, 2026.

# Anand Balasundaram was appointed as NonExecutive Independent Director w.e.f. April 11, 2025.

b. Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 203 of the Act, the KMPs of the Company are:

Name of the KMP	Designation
Krishnan Sudarshan	Chairman & Managing Director
Subramanian Krishnaprakash	Whole-time Director
Shekhar Ganapathy*	Whole-time Director
Manishkumar Dhanuka**	Chief Financial Officer (upto June 30, 2025)
Kushal Parmar***	Chief Financial Officer
Smita Singh	Company Secretary & Compliance Officer

* Shekhar Ganapathy was designated as Whole-time Director w.e.f. April 23, 2026.

**Manishkumar Dhanuka resigned as Chief Financial Officer w.e.f. June 30, 2025.

***Kushal Parmar was appointed as Chief Financial Officer w.e.f. September 22, 2025.

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

During the year, the following persons were appointed / resigned:

• Anand Balasundaram (DIN: 02792009) was appointed as an Additional Independent Director of the Company with effect from April 11, 2025, and the Members of the Company approved the appointment at the Annual General Meeting ( AGM ) held on September 26, 2025, to hold office for a term of five (5) consecutive years from the date of his appointment. In the opinion of the Board, he possesses the integrity, expertise and experience (including proficiency) required for appointment as Independent Director of the Company.

• Manishkumar Dhanuka resigned as Chief Financial Officer with effect from June 30, 2025.

• Kushal Parmar was appointed as Chief Financial Officer with effect from September 22, 2025.

d. Retirement by Rotation:

As per the provisions of Section 152(6) of the Act, Subramanian Krishnaprakash (DIN: 01789103), Whole-time Director of the Company retires by rotation at the ensuing 23 rd AGM and being eligible, offers himself for reappointment.

The Board recommends his re-appointment and the agenda seeking approval from the Members of the Company is included in the Notice convening the 23 rd AGM.

24. Committees of the Board of Directors:

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

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders Relationship Committee; and

d. Corporate Social Responsibility Committee.

a. Audit Committee

The constitution of the Audit Committee is 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.

During the year the Audit Committee was reconstituted twice, on June 02, 2025 and February 16, 2026.

The Audit Committee of the Company comprised of the following members as at the end of the year:

Sr. Name of the No. Members	Designation	Nature of Directorship
1. Archana Niranjan Hingorani	Chairperson	Non-Executive Independent Director
2. Rajat Kumar Jain*	Member	Non-Executive Independent Director
3. Anand Balasundaram**	Member	Non-Executive Independent Director
4. Krishnan Sudarshan ***	Member	Chairman and Managing Director

*Rajat Kumar Jain had stepped down as a member of the Audit Committee w.e.f. June 02, 2025. He was inducted to the Committee again w.e.f. February 16, 2026.

**Anand Balasundaram became a member of the Audit Committee w.e.f. June 02, 2025.

***Krishnan Sudarshan stepped down as a member of the Audit Committee w.e.f. April 23, 2026.

It was again reconstituted on April 23, 2026 and as on the date of this report, the Committee composition is as follows:

Sr. Name of the No. Members	Designation	Nature of Directorship
1. Archana Niranjan Hingorani	Chairperson	Non-Executive Independent Director
2. Rajat Kumar Jain	Member	Non-Executive Independent Director
3. Anand Balasundaram	Member	Non-Executive Independent Director

During the year, the Audit Committee duly met 6 (Six) times viz. on May 21, 2025, August 13, 2025, September 22, 2025, November 14, 2025, February 16, 2026 and March 24, 2026.

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

Name of the Members	Designation	No. of Meetings
		Held	Attended
Archana Niranjan Hingorani	Chairperson	6	6
Rajat Kumar Jain*	Member	6	2
Anand Balasundaram**	Member	6	5
Krishnan Sudarshan	Member	6	6

*Rajat Kumar Jain had stepped down as a member w.e.f. June 02, 2025, and was inducted again w.e.f. February 16, 2026, hence he was eligible to attend only 2 meetings.

**Anand Balasundaram became a member w.e.f. June 02, 2025, hence he was eligible for only 5 meetings.

During the year, all recommendations made by the Audit Committee to the Board were accepted by the Board.

b. Nomination and Remuneration Committee (NRC)

The constitution of the NRC is in compliance with the provisions of Section 178 of the Act read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of the Listing Regulations.

The NRC was reconstituted twice on April 08, 2025 and June 02, 2025.

The NRC comprised of the following members as on the end of the year:

Sr. Name of the No. Members	Designation	Nature of Directorship
1. Anand Balasundaram*	Chairperson	Non-Executive Independent Director
2. Rajat Kumar Jain	Member	Non-Executive Independent Director
3. Shekhar Ganapathy**	Member	Non-Executive Non-Independent Director
4. Krishnan Sudarshan ***	Member	Chairman and Managing Director

*Anand Balasundaram was appointed as Chairperson and Member of the Committee w.e.f. June 02, 2025.

**Shekhar Ganapathy stepped down as a Member of the Committee w.e.f. April 23, 2026, pursuant to change in designation from Non-Executive Non-Independent Director to Whole-time Director.

Krishnan Sudarshan stepped down as a Member of the Committee w.e.f. April 23, 2026.

It was again reconstituted on April 23, 2026 and as on the date of this report, the Committee composition is as follows:

Sr. Name of the No. Members	Designation	Nature of Directorship
1. Anand Balasundaram	Chairperson	Non-Executive Independent Director
2. Archana Niranjan Hingorani*	Member	Non-Executive Independent Director
3. Rajat Kumar Jain	Member	Non-Executive Independent Director

Archana Niranjan Hingorani was appointed as a Member of the Committee w.e.f. April 23, 2026.

During the year, the NRC duly met 4 (Four) times viz. on May 05, 2025, May 21, 2025, September 22, 2025 and February 16, 2026.

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

Name of the Members	Designation	No. of Meetings
		Held	Attended
Anand Balasundaram*	Chairperson	4	2
Archana Niranjan Hingorani**	Member	4	2
Rajat Kumar Jain	Member	4	4
Shekhar Ganapathy#	Member	4	2
Krishnan Sudarshan## Member	4	4

*Anand Balasundaram was appointed as Chairperson and Member of the Committee w.e.f. June 02, 2025. Hence, he was eligible to attend only 2 meetings.

**Archana Niranjan Hingorani was appointed w.e.f. April 08, 2025 as Chairperson of the Committee and stepped down as Chairperson w.e.f. June 02, 2025. Hence, she was eligible to attend only 2 meetings.

#Shekhar Ganapathy stepped down as a Member of the Committee w.e.f. April 23, 2026.

##Krishnan Sudarshan stepped down as a Member of the Committee w.e.f. April 23, 2026.

The NRC Charter of the Company is available on the website of the Company i.e, https://www. emapartners. in/ i n vestor - re l a t i on/Po lici es.

c. Stakeholders Relationship Committee

The Company has constituted a Stakeholders Relationship Committee in compliance with the provisions of Section 178(5) of the Act and Regulation 20 of the Listing Regulations.

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

Sr. Name of the No. Members	Designation	Nature of Directorship
1. Shekhar Ganapathy	Chairperson	Non-Executive Non Independent Director
2. Rajat Kumar Jain	Member	Non-Executive Independent Director
3. Subramanian Krishnaprakash	Member	Whole-time Director
4. Krishnan Sudarshan	Member	Chairman and Managing Director

It was reconstituted on April 23, 2026 and as on the date of this report, the Committee composition is as follows:

Sr. Name of the No. Members	Designation	Nature of Directorship
1. Rajat Kumar Jain	Chairperson	Non-Executive Independent Director
2. Shekhar Ganapathy*	Member	Whole-time Director
3. Subramanian Krishnaprakash	Member	Whole-time Director
4. Krishnan Sudarshan	Member	Chairman and Managing Director

* Shekhar Ganapathy was designated as Whole-time Director w.e.f April 23, 2026.

During the year, the Committee duly met once on February 16, 2026.

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

Name of the Members	Designation	No. of Meetings
		Held	Attended
Shekhar Ganapathy	Chairperson	1	0
Rajat Kumar Jain	Member	1	1
Subramanian Krishnaprakash	Member	1	1
Krishnan Sudarshan	Member	1	1

d. Corporate Social Responsibility Committee

The provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 relating to Corporate Social Responsibility were not applicable to the Company during the financial year, as the thresholds prescribed under Section 135(1) of the Act were not met by the Company as on the beginning of the financial year.

However, the Companys net profit for the financial year 2025-26 exceeded Rs.5 crore, and consequently, in terms of Section 135(1) of the Act, the provisions relating to Corporate Social Responsibility ( CSR ) shall become applicable to the Company for the first time, with effect from the financial year 2026-27.

In view of the above, the Board, constituted a CSR Committee and approved a CSR Policy in accordance with Schedule VII of the Act.

The CSR Policy is available on the website of the Company at https://www.emapartners.in/ investorre l at i on/Po lici es.

Since the CSR provisions have become applicable to the Company for the first time from the current financial year 2026-27, there was no amount required to be spent towards CSR activities during the financial year 2025-26, and accordingly, no Annual Report on CSR activities is annexed to this Report for the financial year 2025-26. The Company shall comply with the applicable CSR spending obligations and disclosure requirements, including the Annual Report on CSR activities as prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, commencing from the financial year 2026-27.

The Corporate Social Responsibility Committee of the Company comprises of the following members:

Sr. Name of the No. Members	Designation	Nature of Directorship
1. Archana Niranjan Hingorani	Chairperson	Non-Executive Independent Director
2. Krishnan Sudarshan	Member	Chairman and Managing Director
3. Subramanian Krishnaprakash	Member	Whole-time Director

25. Disclosures under Sexual

Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act):

The Company has duly constituted Internal Committee ( IC ) under the POSH Act as follows:

Sr. Name of the No. Members	Designation in Committee	Designation in Company
1. Smita Singh	Presiding Officer	Company Secretary & Compliance Officer
2. Krishnan Sudarshan	Member	Chairman and Managing Director
3. Pamela Lobo	Member	Senior Executive Assistant & Office manager
4. Sonali Pankaj Pol	External Member	NA

The 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 is strongly opposed to sexual harassment, and employees are made aware about the consequences of such acts, the constitution of IC 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.

Sr. No. Particulars	Number
1. No. of complaints pending at the beginning of the Financial Year	0
2. No. of complaints received during the Financial Year	0
3. No. of complaints disposed-off during the Financial Year	0
4. The number of cases pending for a period exceeding 90 days	0
5. No. of complaints pending at the end of the Financial Year	0

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

The Policy has been made available on the Companys website, i.e, https://www.emapartners. in/investorrelation/Policies.

26. 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 the Company has in place Vigil Mechanism Policy (Whistle Blower Policy). 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.

The Policy is available on the website of the Company https://www. emapartners.in/in vestorrelation/ Policies.

27. 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.

All policies are available on the Companys website https://www. emapartners.in/in vestorrelation/ Policies.

28. Loans from directors:

During the year, the Company has not availed any loans from its director.

29. Remuneration / commission drawn from subsidiary companies:

During the year, the directors of the Company have not received any remuneration / commission from the subsidiary companies.

30. 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 annexed as Annexure-IN to this 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.

In 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.

31. Maternity Benefit Compliance:

The 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:

As per the provisions of Section 139 of the Act, M/s. A P Sanzgiri & Co., Chartered Accountants ( APS ) (FRN: 116293W), Mumbai were appointed as Statutory Auditors of the Company in the 18 th AGM held on November 30, 2021, for a period of 5 (five) consecutive years up to the conclusion of the 23 rd AGM to be held in the year 2026, at a remuneration mutually agreed upon by the Board and Statutory Auditor. APS is proposed to be re-appointed for a second term of 5 (five) consecutive years, based on the recommendation of the Audit Committee, and the proposed appointment forms part of the notice of the ensuing AGM, for seeking approval of the Members of the Company.

The Auditors Report on the Financial Statements of the Company for the year ended March 31, 2026, 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:

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, Mumbai were appointed as Internal Auditors of the Company for the financial year 2025-26, at a remuneration decided by the Company excluding applicable taxes and reimbursement of out-of-pocket expense at actuals, if any.

c) Cost records and Cost Auditors:

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 the Company.

d) Secretarial Auditors:

As per the provisions of Section 204 of the Act and on the recommendation of the Audit Committee M/s. Sonali Pol & Co., Company Secretaries, Mumbai were appointed, as Secretarial Auditors of the Company to conduct Secretarial Audit of the Company for the financial year 2025-26 and their report is annexed as Annexure-IV to this 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 equity shares are listed or are in the process of being listed on the SME Exchange, as referred to in Chapter XB of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (as amended), are excluded from the mandatory applicability of Indian Accounting Standards ( Ind AS ) prescribed under the said Rules.

As the equity shares of the Company are listed on the EMERGE platform of the National Stock Exchange of India Limited ( NSE ), being an SME Exchange, the Company is not required to prepare its financial statements in accordance with Ind AS. Accordingly, the financial statements of the Company for the financial year ended March 31, 2026 have been prepared in accordance with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act.

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 persons, their relatives and other connected persons from trading in the Companys securities when they have access to Unpublished Price Sensitive Information ( UPSI ). This Code also includes code of practices and procedures for fair disclosure of unpublished price sensitive information and a comprehensive Policy for enquiry of leak of UPSI has also been adopted by the Company.

All the policies related to Insider Trading are available on the website of the Company at 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 annexed as Annexure-V to this Report.

36. Details of application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016:

There were neither any applications made, nor any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year.

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 EMERGE, the SME 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, there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future.

39. Secretarial Standards of ICSI:

The 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).

40. 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 2025-26 with regard to the financial statements and other matter. The said certificate forms part of the Annual Report and is annexed as Annexure -VI to this Report.

41. Depository:

The Companys shares are compulsorily tradable in electronic form. As on date, 100% of the Companys Paid-up Equity Share Capital is in dematerialized form with both the Depositories, 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.

42. 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 the following 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 financial year 2024-25 held on August 23, 2024 i.e. prior to Companys IPO and it was subsequently ratified by the Members of the Company vide resolution dated July 05, 2025 passed through Postal Ballot.

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 had implemented 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 NRC and approved by the Board 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.

c. EMA Partners India Limited Employee Stock Option Scheme 2026:

The Company proposed the implementation of the EMA Partners India Limited Employee Stock Option Scheme 2026 ( ESOS 2026/ SCHEME ) for the benefit of its employees and the eligible employees of its subsidiary(ies). ESOS 2026 has been introduced to supplement the existing EMA Partners India Limited Employee Stock Option Scheme 2025 ( ESOS 2025 ) and is aimed at strengthening employee engagement, fostering long-term value creation, and aligning the interests of employees with those of the shareholders.

ESOS 2025 and ESOS 2026 was recommended by the NRC and approved by the Board of Directors of the Company at their respective meetings held on May 21, 2025 and June 10, 2026. It was further approved by the Members of the Company vide resolution dated July 05, 2025 and July 26, 2026, respectively, passed through Postal Ballot.

It is hereby affirmed that EMA ESOS 2024, ESOS 2025 and ESOS 2026 instituted by the Company are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ( SEBI SBEB Regulations ), as amended from time to time and the resolutions passed by the members approving the same.

All the three schemes are available on the Companys website at https://www. emapartners. in/investor- relation/Disdosures- under-Reg-46-of-the-LODR.

A certificate from the secretarial auditor of the Company stating that the aforesaid schemes have been implemented in accordance with the SEBI SBEB Regulations and in accordance with the resolution passed by the Members shall be placed at the ensuing AGM for inspection by Members.

43. 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. All Board members and senior management personnel affirm compliance with the Code of Conduct annually.

The Code of Conduct is available on the website of the Company https://www.emapartners .i n/ in vestor- rela tion/Policies.

44. General Disclosures:

The Board hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions with regard to these items during the year:

a. 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.

b. The Company has not issued any sweat equity shares during the year 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.

c. The Company has not issued any equity shares under Employees Stock Option Scheme during the year 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.

d. During the year, 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.

45. 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:

This clause is not applicable to the Company.

46. Directors Responsibility Statement:

Pursuant to the requirement of Section 134(5) of the Act, the Directors of the 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the 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 Act for safeguarding the assets of the 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 the 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.

47. Green Initiatives:

In compliance with Regulation 36 of the Listing Regulations, notice of the 23 rd AGM along with the Annual Report 2025-26 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 for financial year 2025-26 is also available on the Companys website https :// www.emapa r tne r s. in/investor-relation/General-Meetings-Annual- Gene r al - Meeting .

48. 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.

49. Acknowledgement:

The Board extends its 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 Regulators, 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.

Date: August 19, 2026	For and On Behalf of the Board of Directors
Place: Mumbai	EMA Partners India Limited
	Sd/-
	Krishnan Sudarshan
	Chairman & Managing Director
	DIN: 01029826