EMS Ltd Directors Report

To,

The Members of EMS LIMITED

The Directors take Pleasure in Presenting the 15^th (Fifteen) Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31^st, 2025. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

4 Financial summary & highlights

The Boards Report is prepared based on the standalone financial statements of the Company.

The Audited Financial Statements of your Company as on March 31^st, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and the provisions of the Companies Act, 2013. The Companys standalone and consolidated financial performance for the year ended March 31^st, 2025, is summarized below:

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 202324
Revenue from operations	94,061.93	71,936.17	96,583.15	79,331.08
Other income	1,150.96	1,537.21	1,586.68	1,575.75
Total Income	95,212.88	73,473.38	98,169.84	80,906.82
Total Expenditure	70,559.44	53,214.68	73,271.77	60,227.90
Profit/loss before Finance Costs, Exceptional Items and tax expenses	25,025.57	20,476.87	25,741.55	21,307.32
Finance Costs	372.13	218.18	843.48	628.39
Profit/loss before, Exceptional Items and tax expenses	24,653.44	20,258.70	24,898.07	20,678.93
Exceptional Items	-	-	-	-
Profit/loss before tax Expense	24,653.44	20,258.70	24,898.07	20,678.93
Tax Expense:
Current Tax	6340.00	5,200.00	6,448.17	5,301.74
Deferred tax Liability/(Assets)	-31.71	-15.36	-46.62	27.04
Income tax relating to earlier Years	117.74	78.34	118.18	83.83
Profit/(Loss) after tax	18,227.44	14,995.72	18,378.35	15,266.32
Other Comprehensive Income	5.51	-12.22	5.51	-12.22
Total Comprehensive Income/loss for the year	18,232.95	14,983.51	18,383.86	15,254.10
Paid-up Share Capital	5,553.08	5,553.08	5,553.08	5,553.08
Reserves and Surplus	90,552.77	72,924.54	92,014.86	74,259.96

i FINANCIAL PERFORMANCE

• Consolidated Performance

During the year under review, the consolidated revenue of the Company increased to ? 96,583.15 lakhs as compared to ? 79,331.08 lakhs in the previous year, registering a growth of 21.75%. The consolidated net profit after tax increased to ? 18,378.35 lakhs as compared to ? 15,266.32 lakhs in the previous year, representing a growth of 20.38%.

On Consolidated basis, the Company has registered the EBITDA of ? 26,703.40 Lakhs during the financial year under review as against EBITDA of ? 21,960.46 lakhs during previous financial year, representing a growth of 21.60%.

• Standalone Performance

During the year under review, the standalone revenue of the Company increased to ?94,061.93 lakhs as compared to ?71,936.17 lakhs in the previous year, registering a growth of 30.76%.

The standalone net profit after tax increased to ? 18,227.44 lakh as compared to ?14,995.72 lakhs in the previous year, representing a growth of 21.55%.

On standalone basis, the Company has registered the EBITDA of ? 25,855.89 Lakhs during the financial year under review as against EBITDA of ? 21,005.39 Lakhs during previous financial year, representing a growth of 23.09%.

Company derives revenues from three types of activities:

a) Construction contract- This includes the Completes Contracts from lying of Sewerage pipe line to establishing a Sewerage Treatment Plant & also includes Contracts related to Treatment of Industrial Waste and Water Supply.

b) Operation and Maintenance

contracts- Customer

Contracts towards operation and maintenance of Sewerage Treatment Project, Water Supply Project & Industrial waste project.

c) Manufacturing- The Company is also engaged in manufacturing of own items which are used for construction purpose.

During the financial year 2024-25, description of revenue breakup is as below:

Construction contract- Total revenue from this activity stood at ?92,945.84 Lakhs in the Financial year 2024-25 as compared to ?71,459.07 Lakhs in the previous fiscal year 2023-24. The annual growth within the activity stood at 30.07%.

Operation and Maintenance contracts- Total revenue from this activity stood at ?950.09 Lakhs in the Financial year 2024-25 as compared to ?215.22 Lakhs in the previous fiscal year 2023-24. The annual growth within the activity stood at 341.45%.

Manufacturing- Total revenue from this activity stood at ?5.72 Lakhs in the Financial year 2024-25 as compared to ?36.49 Lakhs in the previous fiscal year 2023-24.

Dividend

The Board of Directors (‘the Board) of your Company is pleased to recommend the declaration of a final dividend of ?1.50/- per Equity Share of face value ?10/- each, i.e., (15%) for the financial year 2024-25.

The Board has recommended the dividend based on the parameters laid down in the Dividend Distribution Policy and dividend will be paid out of the profits of the year.

The said dividend, if approved by the Members at the ensuing Annual General Meeting (‘the AGM) will be paid to those Members whose name appears on the register of Members of the Company as at the end of Friday, September 19^th, 2025. The said dividend, would involve cash outflow of ?8.33 crore, resulting in a payout of 4.53% of the standalone net profit of the Company for FY25.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members, w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

Pursuant to Regulation 43A (1) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), the Board of the Company has formulated and adopted Dividend Distribution Policy which has been hosted on the website of the Company https://ems.co.in/home/images/ pdfs / Dividend- Distribution- Policy EMS.pdf.

4 Record Date

The Company has fixed Friday, September 19^th, 2025 as the "Record Date" for the purpose of determining the entitlement of Members to receive the final dividend for financial year 2024-25.

4 Transfer to Reserves

The Board does not propose to carry any amount to the general reserves for the financial year ending 31^st March 2025. The entire amount of profit for the year forms part of the ‘Retained Earnings.

4 Change in nature of Business of the Company

There was no change in the nature of business of the Company during the financial year ended 31^st March, 2025.

4 SHARE CAPITAL STRUCTURE Authorized Capital

As on March 31, 2025, The Authorized share Capital of the Company is ? 60,00,00,000 (Rupees Sixty Crore only), which comprised with 6,00,00,000 (Six Crore) Equity Shares of having face value of ? 10/- each.

During the year there was no change in the Authorized Share Capital.

The Companys issued share capital structure is as mentioned below:

4 Issued, Subscribed and Paid-up Capital

As on March 31^st, 2025, the issued, subscribed and Paid-up Capital of the Company is ?

55,53,08,070 (Rupees Fifty-Five Crore Fifty- Three Lakhs Eight Thousand Seventy Only), which comprised with 5,55,30,807 (Five Crore Fifty-Five Lakhs Thirty Thousand Eight Hundred Seven) Equity Shares of ? 10/- each.

All the Equity Shares of the Company are in dematerialization form.

There has been no change in the issued, subscribed and Paid-up Capital of the Company during the financial year under review.

Utilization of IPO Proceeds

Pursuant to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the applicable sections of the Companies Act, 2013, the Company successfully completed its Initial Public Offer (IPO) of 1,52,24,925 Equity Shares of ?10/- each at an issue price of ? 211/- per Equity Share.

The issue was comprised with the Fresh Issue of 69,30,807 Equity Shares of ? 10/- each amounting to ? 14,624.00 lakhs at a Premium of ? 201 per equity share and Offer for Sale (OFS) of 82,94,118 Equity Shares of ? 10/- each by the promoter amounting to ? 17,500.59 lakhs at a Premium of ? 201 per equity share.

The proceeds of funds raised under Fresh Issue during the IPO of the Company are utilized as per the objects of the issue. The details of the utilisation are given below:

Particulars	Amount
Gross Proceeds of the Fresh Issue	146.24
Less: Offer Expenses in relation to the Fresh Issue	8.52
Net Proceeds of the Fresh Issue	137.72
Amount utilized as per the objects of the issue	137.72
Balance Amount (Pending Utilisation)	Nil

Listing of shares

The Equity Shares of the Company got listed on BSE Limited and National Stock Exchange of India Limited with effect from

September 21, 2023. The annual listing fees for FY 2025-26 has been paid to both the Stock Exchanges i.e., BSE and NSE.

Name of Stock Exchange & Stock Code/ Symbol	Address
National Stock Exchange of India Limited Stock Code / Symbol: EMSLIMITED	Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai - 400051
BSE Limited Stock Code / Symbol: 543983	Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001

As per the market capitalization list released by NSE and BSE, the ranking of your Company stood at 788 and 805, respectively, as of 31^st December, 2024.

4 Annual Return

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the Financial Year 31^st March, 2025 is uploaded on the website of the Company and can be accessed at https://ems.co.in/home/images/pdfs/Annual- Return-2024-25.pdf.

4 Number of Meetings of the Board

During the Financial Year 2024-25, 10 (Ten) number of Board meetings were held and the details of same are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between consecutive meetings was not more than one hundred and twenty (120) days as prescribed by the Companies Act, 2013 and applicable provisions.

Pursuant to the requirements of Schedule IV of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate Meetings of the Independent Directors of the Company was also held on March 31, 2025, without the presence of Non-Independent Directors and members of the management,

to inter alia review the performance of NonIndependent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Directors, Non-Executive Non-Independent Directors and also to assess the quality, quantity and timeliness of flow of information between the Company Management and the Board.

Deposit

During the year under review, your Company has neither invited nor accepted any deposits from the public / members pursuant to the provisions of Sections 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and therefore, no amount of principal or interest was outstanding in respect of deposits from the Public as on the balance sheet date.

The details of the loans received from directors of the Company under the proviso to Rule 2(1)(c)(viii) of Companies (Acceptance of Deposit) Rules, 2014 have been disclosed in Note No. 39 of the Standalone Financial Statements forming part of the Annual Report. Further, in compliance with provisions of the Companies (Acceptance of Deposits) Rules, 2014, the director of the Company, from whom money was received during the year, had furnished to the Company, a declaration in writing to the effect that the amount was not being given by him out of funds acquired by him by borrowing or accepting loans or deposits from others.

Corporate Social Responsibility (CSR)

The Company has a Corporate Social Responsibility Committee in place as per the provisions of Section 135 of the Act. As on March 31, 2025, the Committee consisted with the following Directors of the Company:

Sr. No Name of the Director	Category	Designation
1. Mrs. Kritika Tomar	Executive Director	Chairman
2. Mr. Achal Kapoor	NonExecutive - Independent Director	Member
3. Mr. Ashish Tomar	Executive Director	Member

The other details of the CSR Committee including number & dates of meetings of Committee held during the FY 2024-25 and attendance thereat are given in the "Report on Corporate Governance", forming part of this Annual Report.

The Annual Report on CSR Activities undertaken by the Company during the financial year 2024-25 under review, in accordance with the Companies (Corporate Social responsibility) Rules, 2014 is attached as ‘Annexure-A to this Report.

In compliance with Section 135 of the Act, along with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (‘CSR Rules), the Board of Directors have adopted a CSR policy which is in line with the provisions of the Act and such can be accessed at https://ems.co.in/home/ images/pdfs/CSR-Policy.pdf.

Directors

During the financial year 2024-25, no changes took place in the composition of the Board of Directors of the Company.

Further, in pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Ashish Tomar (DIN: 03170943), Director of the Company who was liable to retire by rotation at the 14 ^th Annual General Meeting being eligible, re-appointed by the members vide ordinary resolution in the AGM held on September 30, 2024.

Retirement by rotation and subsequent re-appointment

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Kritika Tomar (DIN: 09777840) Whole-time Director of the Company, is due to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer herself for re-appointment. The Board recommends for her re-appointment.

The brief resume of the Director seeking re-appointment along with other details as stipulated under Regulation 36(3) of the SEBI LODR Regulations and Secretarial Standards issued by The Institute of Company Secretaries of India, are provided in the Notice convening the ensuing AGM of the Company, forming part of the Annual Report.

Board Evaluation

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI.

In compliance with Regulation 17(10) of the SEBI LODR Regulations, the Board carried out performance evaluation of independent directors without the participation of director being evaluated. In a separate meeting of independent directors, performance of nonindependent directors, the Board as a whole and the Chairman was evaluated.

Statement of declaration by Independent Directors

In terms of Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations, 2015 Mrs. Chetna, Mrs. Swati Jain, Mr. Mukesh Garg, and Mr. Achal Kapoor are the Independent Directors of the Company as on March 31^st, 2025 and as on the date of this Report.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they 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 with an objective independent judgement and without any external influence.

The Company has received confirmation from all the existing IDs of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.

Key Managerial Person

In terms of the provisions of Sections 2(51) and 203 of the Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any amendments thereunder), the following employees were holding the position of Key Managerial Personnel (‘KMPj of the Company as on March 31, 2025:

1. Mr. Ashish Tomar, Managing Director & Chief Financial Officer

2. Mrs. Kritika Tomar, Whole-time Director

3. Mr. Nand Kishore Sharma, Company Secretary & Compliance Officer

During the year under review, the following changes were made in the position of whole-time Key Managerial Personnel:

S. No. Name of KMP	Designation	Date of Appointment	Date of Cessation
1. Mr. Gajendra Parihar	Chief Financial Officer	23.12.2022	05.06.2024
2. Mr. Ashish Tomar	Chief Financial Officer	05.06.2024	-
3. Mr. Nand Kishore Sharma	Company Secretary & Compliance Officer	28.06.2024	-

Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013

The particulars of loans given, investments made and guarantees provided by the Company under Section 186 of the Companies Act, 2013, have been disclosed in the financial statements provided in this Integrated Annual Report. Please refer to Note No. 9 and 16 of the Standalone Financial Statements.

Your Company falls within scope of the definition "Infrastructure Company" as provided by the Companies Act, 2013. Accordingly, the Company is exempted from the provisions of Section 186(2) to 186(10) of the Act with regards to Loans, Guarantees and Investments.

Report on Subsidiaries, Associates

and Joint Venture Companies

As on March 31, 2025 and as on the date of

this report, the Company has Six subsidiary

companies:

1. SK UEM Water Projects Pvt Ltd, (Wholly owned Subsidiary Company)

2. EMS Green Energy Pvt Ltd, (Wholly owned Subsidiary Company)

3. EMS TCP JV Private Limited,

4. Mirzapur Ghazipur STPS Pvt Ltd,

5. Canary Infrastructure Pvt Ltd and (Wholly owned Subsidiary Company)

6. EMS Industries private Ltd. (Formally known as Brijbihari Pulp and Paper Private Limited)

As on March 31, 2025 and as on the date of this report, the Company has Three Joint Ventures:

1. EMS Himal Hydro JV

2. EMS Constructions

3. EMS Singh JV

Pursuant to Regulation 46(2)(h) of the SEBI LODR Regulations, the Company has formulated a Policy for determining material subsidiaries which may be accessed on the Companys website at the link: https:// ems. co.in/home/images/pdfs/Policy- on- Determining-Material-Subsidiaries may- 2025.pdf.

As on March 31, 2025, pursuant to the SEBI LODR Regulations, Company does not have any material subsidiary Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("the Act"), a separate statement containing the salient features of financial statements, performance and financial position of the Companys Subsidiaries and Joint Venture, in the prescribed Form AOC-1, forms part of the Annual Report and hence not repeated here for the sake of brevity. The contribution of the Subsidiaries and Joint Venture to the overall performance of your Company is outlined in Note No. 44 of the Consolidated Financial Statements for the year ended March 31, 2025.

In accordance with the provisions of Section 136 of the Act read with SEBI LODR Regulations, the standalone and consolidated financial statements of the Company along with related information and separate audited financial statements of the Subsidiaries are available on the website of the Company at https://ems.co.in/ financial and https://ems.co.in/subsidiary. respectively.

4 Names of Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year

During the financial year under review, your Company has acquired the 6,000 equity shares having face value of Rs. 10 each of Brijbihari Pulp and Paper Private Limited ("target company"), representing the 60%

shareholding in the target company, on a premium of Rs. 12,905/- per equity share for an aggregate amount of Rs. 7.75 crores.

Pursuant to the aforesaid acquisition, Brijbihari Pulp and Paper Private Limited has become the subsidiary company of the Company.

Further, after the subsequent of the financial year 2024-25, name of the target Company was changed from ‘Brijbihari Pulp and Paper Private Limited to ‘EMS Industries Private Limited, as approved by Ministry of Corporate affairs (MCA).

Except the above, there are no companies which have become or ceased to be subsidiaries and/ or associate of the Company during the financial year 2024-25.

Contracts or Arrangements with Related Parties under section 188(1) of the Companies Act, 2013

All related party transactions are placed before the Audit Committee for its review and further recommendation to the Board for its approval. Wherever applicable, approval is obtained for related party transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arms length basis.

As per the SEBI Listing Regulations, if any Related Party Transactions (‘RPTs) exceeds ? 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Members approval.

During the year under review, all the related party transactions entered into were on an arms length basis and predominantly in the ordinary course of business. The Company has not entered into any material related party transactions, accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act read with Rule 8(2) of the Accounts Rules in the prescribed Form AOC-2 is not applicable.

As per the provisions of the Act and Regulation 46(2)(g) of the SEBI LODR Regulations, your Company has formulated a policy on Related Party Transactions which is available on Companys website at the

link https://ems.co.in/home/images/pdfs/ Policv-on-Related-Partv-Transaction s.pdf.

The details of the Related Party Transactions are set out in the Note-39 to the Standalone Financial Statements forming part of this Annual Report.

Energy conservation, Technology absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure -B and forms part of this Report.

Particulars of Remuneration of Directors/ KMP/Employees

Disclosure pertaining to remuneration and other details as required under section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-C to this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing top ten employees in respect of their remuneration and a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is annexed as Annexure -D.

Statutory Auditors

As per section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in its 11^th Annual General Meeting held on November 30^th, 2021, approved the appointment of, M/s Rishi Kapoor & Co., Chartered Accountants, (Firm Registration No. 006615C), as Statutory Auditors of the Company for a period of 5 (Five) years, to hold the office from the conclusion of 11^th annual general meeting till the conclusion of

the 16^th annual general meeting to be held in the year 2026.

Further, M/s Rishi Kapoor & Co., Chartered Accountants, (Firm Registration No. 006615C), as Statutory Auditors of the Company, have tendered their resignation due to its pre-occupation, from the position of statutory auditor w.e.f. August 12^th, 2025.

In pursuance of the recommendation received from Audit Committee of the Company, the Board has approved the appointment of M/s Ajay K. Kapoor & Company, Chartered Accountants, (Firm Registration No. 013788N), as the Statutory Auditors of the Company for a period of 5 years from conclusion of ensuing 15^th AGM till the conclusion of the 20^th AGM of the Company, subject to approval of Shareholders at the ensuing AGM.

Statutory Auditors Report

The report of the Statutory Auditor forms part of the Annual Report. The Statutory Auditors of the Company have issued Audit Reports on the Annual Financial Statement of the Company with unmodified opinion. There were no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors in their reports on Annual Financial Statements.

The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not require further explanation.

Cost Auditor

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Act and accordingly, such accounts and records have been duly made and maintained by the Company in compliance with the provisions of the Act.

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice.

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, M/s Jatin Sharma & co., Cost Accountant (Firm Registration No. 101845) were re-

appointed as the Cost Auditors to conduct the audit of the Companys Cost Records for the financial year ended March 31, 2025 and their remuneration has been ratified by the shareholders in the 14^th AGM of the Company held on September 30, 2024.

The cost audit for the financial year 2024-25 has been completed and the Cost Auditors Report will be submitted with the Central Government within the prescribed time.

The Board of Directors has, based on the recommendations of the Audit Committee, in its meeting held on September 03^rd, 2025, re-appointed M/s Jatin Sharma & co., Cost Accountant (Firm Registration No. 101845), as cost auditors of the Company to conduct the audit of the Companys Cost Records for the financial year 2025-26. M/s Jatin Sharma & co., Cost Accountant have confirmed their independence and arms length relationship with the Company and that they are free from the disqualifications specified in Section 139, 141 of the Act and their appointment meets the requirements prescribed in Section 141(3)(g) and 148 of the Act. They have also confirmed that they are independent, maintained an arms length relationship with the Company and that no orders or proceedings were pending against them relating to matters of professional conduct before the Institute of Cost Accountants of India or any competent court / authority.

In compliance with Rule 14 of the Companies (Audit and Auditors), Rules, 2014, an item for ratification of remuneration of cost auditor for conducting the audit for the financial year 2025-26 has been included in the Notice of the ensuing AGM for shareholders approval.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit Committee approved the appointment of M/s. R&D Company Secretaries, Practicing Company Secretaries, a peer reviewed firm of Company Secretaries in Practice, as Secretarial Auditors of the Company for a period of five years, i.e., from April 1, 2025 to

March 31, 2030, subject to approval of the Shareholders of the Company at the ensuing AGM.

Secretarial Auditors Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, M/s Vikram Grover & Company, Practicing Company Secretary having membership number 12304 & COP number 21638, were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31^st March, 2025.

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure - E. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

Annual Secretarial Compliance Report

In compliance with Regulation 24A (2) of the SEBI LODR Regulations, Annual Secretarial Compliance Report issued by M/s Vikram Grover & Company, Practicing Company Secretary, Secretarial Auditors, for the financial year ended March 31, 2025, has been submitted with the stock exchanges within prescribed time.

Internal Auditor

M/s Garg Sanjay Kumar & Associates, Chartered Accountants (Firm Registration No. 007230C), who were appointed as an Internal Auditors of the Company for FY 2024-25, have conducted the internal audits periodically and shared their reports and findings with the Audit Committee including significant observations, if any, and followup actions thereon from time to time.

The Board of Directors has, based on the recommendations of the Audit Committee, in its meeting held May 28^th, 2025 reappointed M/s Garg Sanjay Kumar & Associates, Chartered Accountants (Firm Registration No. 007230C), as Internal Auditors of the Company for the Financial Year 2025-26.

Reporting of Fraud

During the financial year 2024-25, none of the Auditors of the Company have reported any instances of fraud committed as specified under section 143(12) of the Act.

Credit Rating

During the Financial year, on March 13, 2025 Company has obtained the following Credit Rating from CRISIL Limited:

Instrument	Credit Rating
Long Term Rating	Crisil A-/Stable
Short Term Rating	Crisil A2+

The details of credit ratings are also available on the website of the Company in the Investors Section.

Committees of the Board of Directors

As on March 31, 2025 the Board of Directors has constituted the following committees, in terms of the provisions of the Companies Act, 2013 and rules made thereunder and the SEBI (LODR) Regulations:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• IPO Committee

• QIP Committee

• Takeover & Management Committee

Details of terms of reference, composition of the Committees, and the number of meetings held and attendance of various members at such meetings etc., are provided in the Corporate Governance Report, which forms part of this Report.

Further, all the recommendations made by the various Committees were accepted by the board.

Policy on Directors appointment and remuneration

Pursuant to the provisions of Section 178(3) of the Act, Regulation 19(4) of the SEBI

LODR Regulations, the Board has adopted a policy for appointment and remuneration of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company. This policy may be accessed on the Companys website at the link https://ems.co.in/home/images/pdfs/ Nomination-and-Remuneration-Policy.pdf .

The policy includes criteria for determining qualifications, positive attributes and independence of directors. In terms of the policy, the NRC evaluates balance of skills, knowledge and experience of directors, Key Managerial Personnel or Senior Management Personnel whom it recommends to the Board for appointment.

Corporate Governance

The Company has complied with the requirements of the SEBI LODR Regulations regarding corporate governance. In compliance with Regulation 34(3) of the SEBI LODR Regulations, a report on corporate governance for the financial year under review is presented in a separate section and forms an integral part of the Annual Report. The requisite certificate from M/s Vikram Grover & Company, Secretarial Auditor, confirming compliance with the conditions of Corporate Governance is attached thereto and forms part of the Annual Report.

Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

Transfer of unclaimed dividend to investor education and protection fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund ("IEPF).

However, your Company had declared dividend for the financial year 2023-24, unpaid/unclaimed dividend required to be transferred to the IEPF is as follows:

Financial Year	Date of Declaration of Dividend	Unclaimed Dividend Amount as on 31st March, 2025	Due date for transfer to IEPF
Interim Dividend for the financial year 2023-24	14-11-2023	48,377	20-12-2030
Final Dividend for the financial year 2023-24	30-09-2024	12,186	05-11-2031

Details of the Nodal Officer

During the financial year under review, Board of Director of the Company in its board meeting held on June 28, 2024, approved the appointment of Mr. Nand Kishore Sharma, Company Secretary and Compliance Officer of the Company as the Nodal officer as per the provisions of IEPF. The details of the same may be accessed on the Companys website at: www.ems.co.in.

Disclosure under sexual harassment of women at workplace (prevention, prohibition & redressal) Act, 2013

Your Company has zero tolerance towards sexual harassment and is committed to provide a safe environment for all the employees. Your Company also has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. Further, Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability etc. All women associates (permanent, temporary, contractual & trainees) as well as any women visiting the Companys office premises or women service providers are covered under this Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

The following is a summary of sexual harassment complaints received and disposed off during the year:

Particulars	Number
Number of complaints pending at the beginning of the financial year	Nil
Number of complaints received during the financial year	Nil
Number of complaints disposed off during the financial year	Nil
Number of cases pending for more than ninety days	Nil
Number of complaints those remaining unresolved at the end of the financial year	Nil

Risk Management Policy

The Board of Directors has constituted a Risk Management Committee which is entrusted with the responsibility of overseeing various organizational risks. Risk Management Committee is compliant with the Regulation 21 of the SEBI LODR Regulations as regards composition, frequency and quorum of the meetings.

The Board has defined the roles, responsibilities and functions of the Committee. The details of the composition, number of meetings held and attendance thereat during the financial year under review and terms of reference are furnished in the Corporate Governance Report, forming part of the Annual Report.

The Company has formulated a Risk Management Policy and monitors the risk management plan on a periodic basis. The Company has defined a structured approach to manage uncertainty and to make use of these in the decision making in business decisions and corporate functions.

The Risk Management Policy put on the website of the Company and can be accessed at https://ems.co.in/home/images/pdfs/ Risk-managment-policy.pdf.

Internal Financial Controls

Your Company has an effective internal financial control system, which is continuously evaluated by the internal and statutory auditors. The internal financial controls are designed to ensure that financial and other records are reliable for preparing financial information and for maintaining accountability of assets. All financial and audit control systems are also reviewed by the Board of the Company.

Vigil Mechanism Policy

Pursuant to provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The Policy ensures adequate safeguards against victimization of employees who use this mechanism and allows direct access to the Chairman of the Audit Committee. Notably, no employee has been denied access to the Chairman of the Audit Committee as per the Companys policy. Further, as mandated by Regulation 18(3) read with Part C of Schedule II of the SEBI LODR Regulations, the Audit Committee reviews the functioning of Vigil Mechanism / Whistle Blower Policy.

The Whistle-Blower Policy is put on the Companys website and can be accessed at: https://ems.co.in/home/images/pdfs/

Vigil-Mechanism-Policy.pdf.

The Company has not received any complaints under the Whistle Blower Policy during the Financial year ended March 31, 2025.

Code of Conduct for Prevention of Insider Trading Practices

The Company has formulated a "Code of Conduct to Regulate, Monitor, Report Trading by Insider" to deter the insider trading in the securities of the Company based on the unpublished price sensitive information.

The Company has adopted a Code of Prevention of Insider Trading with a view to regulating trading in securities by the Promoters, Directors and Designated Persons of the Company. The Code requires pre-clearance for dealing in the Companys

shares and prohibits the purchase or sale of Companys shares by the Promoters, Directors and the designated persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Code is put on the website of the Company and can be accessed at https://ems.co.in/home/images/pdfs/ Code-of-Conduct-to-Regulate-Monitor-and- trading-by-insders may-2025.pdf.

In Compliance with the abovementioned Regulations, Structural Digital Database (SDD) was maintained by the company and necessary entries were made to monitor and record the flow of sharing of Unpublished Price Sensitive Information (UPSI).

All the Directors, employees and third parties (intermediaries and fiduciaries) such as auditors, consultants etc. who could have access to the Unpublished Price Sensitive Information of the Company are governed by this code. The trading window is closed during the time of declaration of results and occurrence of any material events as per the Code.

Proceeding under Insolvency and Bankruptcy Code, 2016

During the year under review, neither any application is made nor any proceeding is pending against the Company, under the Insolvency and Bankruptcy Code, 2016.

Details of difference between 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

The Company has not entered into any onetime settlement with any Bank or Financial Institutions, hence disclosure under rule (8)(5)(xii) of Companies (Accounts) Rules 2014 is not applicable.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and companys operations in future

During the period under review, there are no significant material orders passed by the Regulators or Courts or Tribunal, which

would impact the going concern status of the Company and its future operation.

Cyber Security Incident

The Company has installed fire walls and other softwares to protect against the cybercrime. The back-ups are also being kept on Cloud to prevent any kind of data loss. No incident relating to cyber security, breaches or loss of data or documents has been reported during the year under review.

Material developments during the financial year 2024-25

Save as mentioned elsewhere in this Report, there was no other material development during the financial year 2024-25.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company and the date of this Report.

Compliance of Maternity Benefit Act, 1961

The Company has complied with provisions relating to the Maternity Benefit Act, 1961, as amended by the Maternity Benefit (Amendment) Act, 2017. All eligible women employees are entitled to maternity benefits, including paid leaves, as prescribed under the law. The Company remains committed to supporting its women employees by providing a safe, inclusive and enabling workplace that encourages work-life balance and facilitates a smooth transition during and after maternity. No complaints or grievances relating to maternity benefits were reported during the financial year 2024-25.

Directors Responsibility Statement

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013,

with respect to Directors Responsibility Statement, the Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That they had 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 and loss of the Company for that period;

c) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statement of Deviation or Variation

Your Company has raised the gross amount of ? 146.24 Crore by way of fresh issue of Equity shares (Other than offer for sale) through Initial Public offering and got listed the equity shares on both the stock exchanges i.e. BSE Limited and National Stock Exchange of India Limited, on 21^st September 2023.

Pursuant to regulation 32 of SEBI (LODR) Regulations 2015, Company has filed a statement of Deviation or Variation for every quarter to stock exchanges stating that Company is utilizing the raised amount only for the object which was mentioned in the prospectus. Hence, there is no deviation in the utilization of the funds.

Further, during the financial year 2024-25 under review, your company has utilized the entire amount of the IPO as per the objects of the issue and hence, company has not required to file the Statement of deviation or variation during the financial year 2025-26 for the Initial Public Offer.

Green Initiative

Your Company has implemented the "Green Initiative" to enable electronic delivery of notice/documents/annual reports to shareholders. The Annual Report for the financial year 2024-25 and Notice of the 15 ^th Annual General Meeting are being sent to all members electronically, whose e-mail addresses are registered with the Company/ Depository Participant(s). Members may note that the Notice and Annual Report 2024-25 is also available on the Companys website www. ems.co.in and websites of the Stock Exchanges

i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

The above are in compliance with relevant circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India, from time to time. The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions set forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice of this 15^th Annual General Meeting.

Business Responsibility and Sustainability Report (BRSR)

The Business Responsibility & Sustainability Report for the year under review, as required pursuant to Regulation 34(2)(f) of the SEBI LODR Regulations, is presented in a separate section and forms an integral part of the Annual Report. The Report provides a detailed overview of initiatives taken by the Company from environmental, social and governance perspectives.

General Disclosure

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

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of your Company under any scheme

3. Revision of financial statements and Directors Report of your Company.

Management Discussion and Analysis

Pursuant to Regulation 34(3) of the SEBI LODR Regulations, Management Discussion and Analysis Report for the year under review, is presented in a separate section and forms an integral part of the Annual Report.

Acknowledgements

The Board of Directors takes this opportunity to place on record its appreciation of the significant contribution made by the employees for their dedicated service and firm commitment to the goals & vision of the Company. The Company has achieved impressive growth through competence, hard work, solidarity, cooperation and support of employees at all levels. Your Board also wishes to place on record its sincere appreciation for the whole-hearted support received from the government, dealers, distributors, Joint venture partners, vendors and other business associates and from the neighborhood communities of Plant locations. We look forward to continued support of all these partners in the future.

Your directors also wish to thank the Government of India, the State Governments and other regulatory authorities, banks and Shareholders for their cooperation and support extended to the Company.

For and on behalf of the Board of EMS LIMITED
	Sd/- Ramveer Singh Chairman DIN: 02260129
Place: Ghaziabad
Date: 03/09/2025