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 Board’s 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 Company’s standalone and consolidated financial performance
for the year ended March 31^st, 2025, is summarized below:

(? in Lakhs)

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.

I 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 Company’s 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.

4 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:

(? in Crore)

4 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.

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 Non¬
Independent 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.

I 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.

I 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:

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.

4 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.

4 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.

4 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 non¬
independent directors, the Board as a whole
and the Chairman was evaluated.

4 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.

4 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:

4 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.

4 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
Company’s 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
Company’s 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.

4 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
arm’s 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 arm’s 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 Company’s 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.

4 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.

4 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.

4 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.

4 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.

4 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 Company’s 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 Company’s Cost
Records for the financial year 2025-26. M/s
Jatin Sharma & co., Cost Accountant have
confirmed their independence and arm’s
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 arm’s
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.

4 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.

4 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.

4 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.

4 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 follow¬
up 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 re¬
appointed M/s Garg Sanjay Kumar &
Associates, Chartered Accountants (Firm
Registration No. 007230C), as Internal
Auditors of the Company for the Financial
Year 2025-26.

4 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.

4 Credit Rating

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

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

4 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.

4 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 Company’s 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.

4 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.

4 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.

4 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:

i 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 Company’s website at: www.ems.co.in.

i 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 associate’s
(permanent, temporary, contractual &
trainees) as well as any women visiting the
Company’s 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:

i 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.

4 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.

4 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 Company’s 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 Company’s
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
Company’s 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.

4 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 Company’s

shares and prohibits the purchase or sale
of Company’s 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.

4 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.

4 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.

4 Significant and material orders passed
by the regulators or courts or tribunals
impacting the going concerns status
and company's 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.

4 Cyber Security Incident

The Company has installed fire walls and
other software’s to protect against the cyber¬
crime. 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.

4 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.

4 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.

4 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.

4 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.

4 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.

4 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 Company’s 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.

4 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.

4 General Disclosure

Your director’s 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.

4 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.

4 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 director’s 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