EMS Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

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)

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023¬ 24
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.

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)

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

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.

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

Sr. No	Name of the Director	Category	Designation
1.	Mrs. Kritika Tomar	Executive Director	Chairman
2.	Mr. Achal Kapoor	Non¬ Executive - 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.

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:

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	-

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:

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.

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:

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

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:

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

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

---

Mar 31, 2024

The Directors take Pleasure in Presenting the 14^th (Fourteenth) Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31, 2024. 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, 2024, 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, 2024, is summarized below:

('' in Lakhs)

Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from operations	71,936.17	48,424.80	79,331.08	53,816.17
Other income	1,537.21	466.91	1,575.75	512.38
Total Income	73,473.38	48,891.72	80,906.82	54,328.54
Total Expenditure	53,214.68	34,877.76	60,227.90	39,540.28
Profit/loss before Finance Costs, Exceptional Items and tax expenses	20,476.87	14,288.63	21,307.32	15,172.39
Finance Costs	218.18	274.67	628.39	384.13
Profit/loss before, Exceptional Items and tax expenses	20,258.70	14,013.95	20,678.93	14,788.26
Exceptional Items	-	-	-	-
Profit/loss before tax Expense	20,258.70	14,013.95	20,678.93	14,788.26
Tax Expense:
Current Tax	5,200.00	3,625.00	5,301.74	3,812.94
Deferred tax Liability/(Assets)	-15.36	-5.87	27.04	7.49
Income tax relating to earlier Years	78.34	76.28	83.83	82.71
Profit/(Loss) after tax	14,995.72	10,318.54	15,266.32	10,885.13
Other Comprehensive Income	-12.22	14.65	-12.22	14.65
Total Comprehensive Income/loss for the year	14,983.51	10,333.19	15,254.10	10,899.77
Paid-up Share Capital	5,553.08	4,700.00	5,553.08	4,700.00
Reserves and Surplus	72,924.54	43,279.32	74,259.96	44,372.16

4 FINANCIAL PERFORMANCE

• Consolidated Performance

During the year under review, the consolidated revenue of the Company increased to '' 79,331.08 lakhs

compared to '' 53,816.17 lakhs in the previous year, registering a growth of 47.41%. The consolidated net profit after tax increased to ''15,266.32 lakhs compared to ''10,885.13 lakhs in the previous year, representing a growth of 40.25%.

• Standalone Performance

During the year under review, the standalone revenue of the Company increased to '' 71,936.17 lakhs

compared to ''48,424.80 lakhs in the previous year, registering a growth of 48.55%.

The standalone net profit after tax increased to ''14,995.72 lakh compared to ''10,318.54 lakhs in the previous year, representing a growth of 45.33%

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 2023-24, description of revenue breakup is as below:

Construction contract- Total revenue from this segment stood at ''71,459.07 Lakhs in the Financial year 2023-24 as

compared to ''48,098.01 Lakhs in the previous fiscal 2022-23. The annual growth within this segment stood at 48.57%.

Operation and Maintenance contracts- Total revenue from this segment stood at ''215.22 Lakhs in the Financial year 2023-24 as compared to ''136.51 Lakhs in the previous fiscal year 2022-23. The annual growth within this segment stood at 57.66%.

Manufacturing- Total revenue from this segment stood at ''36.49 Lakhs in the Financial year 2023-24 as compared to no revenue in the previous fiscal 2022-23.

I Dividend

The Board of Directors, in its meeting held on November 14, 2023 declared an interim dividend of '' 1/- per equity share of face value of ''10/- each, (i.e. 10%) to all the shareholders whose names were recorded on the Register of Members as on 24^th November, 2023, being the record date for this purpose.

In addition to the Interim Dividend, Your Directors are pleased to recommend a Final Dividend of '' 1/- per equity share of face value of ''10/- each, (i.e. 10%) for the Financial Year 2023-24.

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 on September 20, 2024. The said dividend, if approved by the Members, would involve cash outflow of ''5.55 crore, resulting in a payout of 3.70% of the standalone net profit of the Company for FY24.

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) of SEBI (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 20, 2024 as the “Record Date” for the purpose of determining the entitlement of Members to receive the final dividend for financial year 2023-24.

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 2024. 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, 2024.

4 SHARE CAPITAL STRUCTURE Authorized Capital

As on March 31, 2024, 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 '' 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, 2024, 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.

During the Fiscal year under review, in two

instances, when issued share capital of the

company was increased, as mentioned here:

I. Raising Capital through Private Placement

In pursuant to the members approval obtained in their Extra-ordinary General Meeting held on March 15, 2023, the Board of Directors of the Company in their meeting held on July 18, 2023 allotted 16,00,000 (Sixteen Lakhs) Equity Shares of the face value of ''10/- each, at the premium of '' 201 each share, on the private placement basis.

Through the above private placement, the Company has raised the overall amount of '' 33,76,00,000/- (Rupees Thirty-Three Crore Seventy-Six Lakhs Only).

II. Initial public offer & Utilization of 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 comprised of a 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 '' 17,500.059 lakhs at a Premium of '' 201 per equity share.

The Company’s IPO received an overwhelming response from the investors and the issue was oversubscribed. Consequently, the Equity Shares of your Company listed on the National Stock Exchange of India Limited (‘NSE’) and BSE Limited (‘BSE’) on September 21, 2023.

Your Company has appointed ICRA Limited as the Monitoring Agency in terms of Regulation 41 of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended, to monitor the utilization of IPO proceeds and has obtained a monitoring report for every quarter and submitted the same with Stock Exchanges as required under Listing Regulations. The proceeds realized by the Company from the IPO are being utilized as per objects of the Issue disclosed in the Prospectus of the Company.

The details of the utilisation of fund as on March 31, 2024 are given below:

('' in Crore)

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	106.41
Balance Amount (Pending Utilisation)	31.31

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 2024-2025 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: EMS LIMITED	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 901 and 920, respectively, as of 31^st March, 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, 2024 is uploaded on the website of the Company and can be accessed at www.ems.co.in.

4 Number of Meetings of the Board

During the Financial Year 2023-24, 81 (Eighty-One) 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 to 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 February 12, 2024, without the presence of NonIndependent 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.

4 Deposit

Your Company has not accepted any deposits from the public, during the financial year 2023-24, within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, and no amount of principal or interest on deposits from the public was outstanding at the beginning and end of Financial Year 2023-2024.

4 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, 2024, 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

As a responsible corporate citizen, our Company plays a vital role in the nation’s sustainable and inclusive growth. Our CSR initiatives focus on promoting healthcare facilities; empowering underprivileged communities through education and gender equality; and ensuring environmental sustainability.

During the year under review, on account of resignation of Mr. Neeraj Srivastava, Director and Member of Corporate Social Responsibility Committee (‘CSR Committee’) w.e.f. November 14, 2023, the Board of Directors of the Company, at its meeting held on November 14, 2023, has re-constituted the CSR Committee by introducing Mr. Ashish Tomar, Managing Director of the Company, as a member of the Committee, in accordance with the provisions of the Act.

The Annual Report on CSR Activities undertaken by the Company during the financial year 2023-24 under review, in accordance with the Companies (Corporate Social responsibility) Rules, 2014 is attached as ‘Annexure-A’ to this Report.

The CSR Policy of the Company is disclosed on the website of the Company which can be viewed at https://ems.co.in/home/images/ pdfs/CSR-Policy.pdf.

4 Directors

Resignation: During the financial year 202324, Mr. Neeraj Srivastava (DIN: 05309378) Professional Director of the Company was

resigned from his post of Director w.e.f. November 14, 2023.

Furthe, in pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Ramveer Singh (DIN: 02260129), Director of the Company who was liable to retire by rotation at the 13 ^th Annual General Meeting being eligible, re-appointed by the members vide ordinary resolution in the AGM held on September 30, 2023.

4 Retirement by rotation and subsequent re-appointment

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Ashish Tomar (DIN: 03170943) Managing Director & CFO of the Company, is due to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment. The Board recommends for his re-appointment.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards (‘SS’)- 2 on General Meetings are given in the Notice of AGM, forming part of the Annual Report.

4 Board Evaluation

An annual performance evaluation of the Board, its Committees and of individual directors was carried out by the Board in terms of the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rule, 2014.

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.

The Board’s performance was subjected to a comprehensive assessment, evaluating key aspects like the structure and composition of the Board, its culture, effectiveness of processes, overall functioning, execution, and performance in fulfilling specific duties, obligations, and governance responsibilities. Similarly, the Committees’ performance was meticulously appraised, with the Board seeking valuable inputs

from respective committee members. The assessment criteria for Committees includes the composition of committees, the efficacy of committee meetings, and the quality of recommendations provided to the Board, among other relevant factors.

The Board and NRC reviewed individual Directors based on their contributions to meetings, preparedness, and constructive inputs. The Chairman’s performance was also evaluated separately. Independent Directors assessed Non-Independent Directors, the Board’s overall performance, and the Chairman’s effectiveness, considering views from all Directors. The Independent Directors’ evaluation was conducted collectively by the entire Board.

Performance evaluation of independent directors was conducted based on criteria such as ethics and values, knowledge and proficiency, behavioral traits, etc. The Board of Directors has expressed its satisfaction with the evaluation process.

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 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

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company as on March 31, 2024:

1. Mr. Ashish Tomar, Managing Director

2. Mrs. Kritika Tomar, Whole-time Director

3. Mr. Gajendra Parihar, Chief Financial 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. Anup Kumar Panday	Company Secretary	01.08.2022	05.07.2023
2.	Mr. Deepak Kumar	Company Secretary	05.07.2023	19.11.2023
3.	Mr. Mohit Nehra	Company Secretary	12.02.2024	30.03.2024

However, subsequent to end of financial year following changes were also made in the Key Managerial Personnel of the company:

• The Board of Directors of the Company in its meeting held on May 29, 2024 took note and accepted the resignation of Mr. Gajendra Parihar as Chief Financial Officer of the company w.e.f. June 5, 2024 and also on the recommendation of the Nomination and Remuneration Committee, Board of Director approved the appointment of Mr. Ashish Tomar (DIN:03170943) as Chief financial Officer of the company w.e.f. June 5, 2024, who already hold the position of Managing Director of the Company.

• Further, on the recommendation of Nomination and Remuneration committee of the Board, the Board of Directors of the Company in its meeting held on June 28, 2024, approved the appointed of Mr. Nand Kishore Sharma (Membership No. A72046) as Company Secretary and Compliance officer of the Company w.e.f. June 28, 2024.

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.

4 Report on Subsidiaries, Associates and Joint Venture Companies

On March 31, 2024, the Company has Five subsidiary companies:

1. SK UEM Water Projects Pvt Ltd,

2. EMS Green Energy Pvt Ltd,

3. EMS TCP JV Private Limited,

4. Mirzapur Ghazipur STPS Pvt Ltd and

5. Canary Infrastructure Pvt Ltd.

On March 31, 2024, the Company has Three Joint Ventures:

1. EMS Himal Hydro JV

2. EMS Construction

3. EMS Singh JV

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, your Company has prepared consolidated financial statements of the Company, which form part of the Annual Report.

A statement containing the salient features of the financial statements of our subsidiaries in the prescribed format Form AOC-1 is annexed with financial statement of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the standalone audited financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company’s website at www.ems.co.in.

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 there is no Company which become or ceased as subsidiaries, Joint Venture or Associate of the Company.

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

All contracts/arrangements/transactions entered by the Company during Financial Year 2023-24 with related parties were on an arm’s length basis and in the ordinary course of business and approved by the Audit Committee. Certain transactions, which were repetitive in nature, were approved through omnibus approval route.

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. In this regard, during the year under review, the Company has taken necessary Members’ approval.

All contracts/ arrangements entered with Related Parties in terms of Section 188 of the

Companies Act, 2013 were in the ordinary course of business and on an arm’s Length basis.

Details of contracts/arrangements/ transactions with related party which are required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure B to this Report.

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-Transactions.pdf.

Members may refer Note No. 39 of the Standalone Financial Statements which sets out related party disclosures pursuant to Ind AS.

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 -C.

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-D 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 -E.

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.

4 Statutory Auditors’ Report

The report of the Statutory Auditor forms part of the Annual Report. The Statutory Auditor’s Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

4 Cost Auditor

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 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder, the Board of Directors has appointed M/s Jatin Sharma & co., Cost Accountant (Firm Registration No. 101845) as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2023-24.

During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3)(ca) of the Companies Act, 2013.

4 Secretarial Auditor

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Vikram Grover & Company, Practicing Company Secretary having membership number 12304 & COP number 21638, as the Secretarial Auditor of the Company, for conducting the Secretarial

Audit for financial year ended March 31, 2024.

The Report given by the Secretarial Auditor in form MR-3 is annexed herewith as Annexure - F and forms integral part of this Report.

4 Secretarial Auditors’ Report

All the qualifications, reservations reported by the Secretarial Auditor Report in its report are itself the self-explanatory except the following:

• Web-Links provided in the corporate Governance (CG) report under regulation 27(2) are not accurate and specific as they will not redirect to the relevant documents/ section of the website. Only the home page weblink was mentioned in CG report.

Remarks: In respect to the above observation Management gave their representation that at the time of filing of Corporate Governance Report website of the Company was under maintenance. Hence, exact link was not given.

During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3)(ca) of the Companies Act, 2013.

4 Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31^st March, 2024 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. Vikram Grover & Company, Practicing Company Secretary, Secretarial Auditor of the Company.

4 Credit Rating

During the Financial year, on January 31, 2024 Company has obtained the following Credit Rating from ICRA Limited:

Instrument

Credit Rating

Long term-Fund Based-Cash Credit	ICRA BBB (Stable)
Short-term — nonfund based	ICRA A2
Long-term/ Short-term	ICRA BBB (Stable)/
Unallocated	ICRA A2

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

During the year ended March 31^st 2024, there was no change in the above rating by ICRA Limited

4 Committees of the Board of Directors

As on March 31, 2024 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

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

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 read with the Rules made thereunder and the Listing Regulations.

The Policy lays down the criteria for determining the qualifications, positive attributes and independence for Directors and to provide guidelines for the appointment and remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management of the Company.

The Nomination and Remuneration Policy can be accessed on the Company’s website at: https://ems.co.in/home/images/pdfs/ Nomination-and-Remuneration-Policy.pdf.

4 Corporate Governance

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from a statutory auditor of the Company i.e. M/s Rishi Kapoor & Company, certifying compliance with conditions of Corporate Governance is annexed to this Report in a separate section forming 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”).

4 Details of the Nodal Officer

After the closure of financial year 202324, 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.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of Sexual Harassment at workplace. 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:

a) Number of complaints pending at the beginning of the year: 0

b) Number of complaints received during the year: 0

c) Number of complaints disposed off during the year: 0

d) Number of cases pending at the end of the year: 0

4 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 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 2023-24, 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.

During the financial year 2023-24, they have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

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.

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, 2024.

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-bv-insders.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 Details of application made or

any proceeding pending under the insolvency and bankruptcy code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year

During the year under review, no application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016 (31 of 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

During the year under review, no such valuation was required to be done.

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, no such order is passed by any Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

4 Cyber Security Incident

The Company has installed fire walls and other software’s 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.

4 Material developments during the financial year 2023-24

Save as mentioned elsewhere in this Report, there was no other material development during the financial year 2023-24.

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 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

During the financial year, 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.

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 2023-24 and Notice of the 14^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 2023-24 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 14^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

Ramveer Singh

Chairman DIN: 02260129

Place: Ghaziabad Date: September 02, 2024

---

Mar 31, 2023

DIRECTOR REPORT

To,

The Members,

EMS LIMITED (Formerly known as EMS Infracon Private Limited)

Directors of the company feel the pleasure in presenting the 13^th Annual Report of the
company together with the Audited Financial Statement for the Financial Year ended 31^st
March, 2023.

1. FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY:

The Audited Financial performance of the Company for the year ended March31, 2023 is
summarized below:

Particulars	Standalone		Consolidated
	FY 2022-	FY 2021-	FY 2022-23	FY 2021-22
	23	22
Total Revenue including other income	48891.72	34181.95	54327.70	36316.49
Profit before Financial Expenses, Depreciation and Taxation	14488.02	11001.68	15512.34	11595.65
Less: Financial Expenses	274.67	572.45	384.13	574.59
Operating profit before Depreciation and Taxation	14213.35	10429.23	15128.21	11021.06
Profit/ (Loss) before Tax	14013.95	10245.20	14788.26	10768.99
Less: - Current Tax including other taxes - Deferred Tax - Firm Tax - Income Tax related to earlier years	3625.00 -5.87 76.28	2675.00 -8.35 3.75 59.09	3812.94 7.49 82.70	2821.72 -2.62 64.85
Profit/ (Loss) after Tax	10318.54	7515.71 .	10885.13	7885.04
Total Profit/ (Loss) for the period attributable to: Shareholders of the Group Non-controlling interests	10318.54	7515.71	10768.74 116.39	7806.95 78.09
Total Profit including Other n__inxnmp fnr the npriod	10333.19	7527.50	10899.77	7896.82

2. OPERATIONS PERFORMANCE:

The Company has reported total revenue including other income of Rs.48891.72 Lakhs for
the current year as compared to Rs.34181.95 lakhs in the previous financial year. The Net
Profit for the year under review is amounted to Rs. 10318.54 lakhs as compared to
Rs.7515.71 lakhs in the previous year.

3. BUSINESS OPERATIONS:

The company is continuously growing at an envying pace in providing Engineering,
Procurement and contractor activities for various projects on turnkey basis. EMS specializes
in executing Water Supply & Sewerage Infrastructure Projects including Pipeline Networks,
Water Treatment Plants, Sewage Treatment Plants, Reservoirs, Pump houses etc. along with
complete Electro-Mechanical solutions.

The company has also evolved into Electrical contractors. The company undertakes turnkey
electrical works for all across India. We are specialized in constructing of 33/11 KV, 66/33
KV & 132/33 KV Substations, Internal / External electrification work, Erection, Testing &
Commissioning of the Transformers, HT/LT Panels, Bus Ducts and Rising mains,
Underground Trench less line, Overhead transmission lines and building automation system.

The company also provides EPC services for building and road works and has delivered
projects to clients successfully.

Timely completion and the quality of works executed by its team of professionals, have led to
all round growth of EMS.

4. TRANSFER TO RESERVE:

During the year under review, the company does not propose to transfer any amount to
the reserves.

5. DIVIDEND:

No dividend is recommended for the financial year 2022-23.

6. MATERIAL CHANGES IN BUSINESS OPERATIONS:

During the year under review, there has been no Material change in the business operations of
the Company.

There are no significant or material changes and commitments affecting the
financial position of the Company which has occurred in between the financial year
ended on 31^st March, 2023 and as on the date of the this Board Report.

7. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the company has not transferred any amount to Investor
Education and Protection Fund.

8. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

As on the March, 2023, the Company has the following Subsidiaries/Joint Venture/Associate
Companies:

Name of Company	Subsidiaries /Joint Venture/Associate Company
SK UEM WATER PROJECTS (P) LTD (Wholly Owned Subsidiary)	SUBISDIARY WITH 100% SHAREHOLDING
EMS GREEN ENERGY (P) LTD (Wholly Owned Subsidiary)	SUBISDIARY WITH 100% SHAREHOLDING
CANARY INFRASTRUCTURE PRIVATE LIMITED (Wholly Owned Subsidiary)	SUBISDIARY WITH 100% SHAREHOLDING
EMS-TCP JV PRIVATE LIMITED	SUBISDIARY WITH 74% SHAREHOLDING
MIRZAPUR GHAZIPUR STPS PRIVATE LIMITED	SUBISDIARY WITH 60% SHAREHOLDING
EMS SINGH JV	JOINT VENTURE WITH 1% SHARE
EMS HIMAL HYDRA JV	PARTNERSHIP FIRM WITH 51% SHARE
EMS CONSTRUCTIONS	PARTNERSHIP FIRM WITH 74% SHARE

The Statement pursuant to Section 129(3) of the Companies Act, 2013 in respect of these
subsidiaries in form AOC-1 is also attached herewith in Annexure A and forms a part of this
report.

9. DEPOSITS:

The Company has not invited or accepted any deposits from the public during the year ended
March 31, 2023. There were no unclaimed or unpaid deposits as on March 31, 2023.

10. SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute
of Company Secretaries of India (“ICSI”) as may be amended from time to time.

11. CAPITAL STRUCTURE:

The Authorized share capital of the company stands is Rs. 60,00,00,000/- (Rupees Sixty Crore
only) divided into 6,00,00,000 (Six Crore ) Equity Shares of Rs 10/- each.

During the Financial Year 2022-23, the Company has issued and allot 3,52,50,000 (Three
Crore Fifty Two Lakh Fifty Thousand) number of equity shares as Bonus Shares and after
allotment of Bonus Shares, the Issued, Subscribed and Paid up Share Capital of the Company
is Rs. 47,00,00,000/-(Rupees Forty Seven Crore only) divided into 4,70,00,000 (Four Crore
Seventy Lacs) Equity Shares of Rs 10/- each, fully paid-up. During the financial year 2022-23,
the Company has neither issued equity shares with differential rights as to dividends, voting or
otherwise nor has issued Sweat Equity shares. The Company does not have any Employee
Stock Option Scheme or Employee Stock Purchase Scheme.

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

In respect of conservation of energy, technology absorption and foreign exchange earnings
and outgo, as required under sub-section (3) (m) of Section 134 of the Companies Act, 2013
read with Rule (8)(3) of the Companies (Accounts) Rules, 2014, details are given as under:

(a) Conservation of Energy:

The Company has taken all proper measures to conserve energy through administrative
systems and procedures. Improvement in methods and techniques of energy conservation
and optimal utilization of energy in all operations has continued to be a focus area.

(b) Power and Fuel Consumption:

The Company has consumed power and fuel to the best utilization of resources. Therefore
no comments are required.

(c) Technology Absorption:

The provision of Clause B of Sub Rule (3) of Rule 8 of Companies (Accounts) Rules, 2014
are not applicable as the Company has not imported any technology during the year under

review.

(d) Foreign Exchange Earning and Outgo:

Foreign Exchange Earnings: NIL

(e) Foreign Exchange Earning and Outgo:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

13. DIRECTORS OR KEY MANAGERIAL PERSONNEL AND CHANGES AMONG THEM:

As on March, 2023, the Company had 08 (Eight) Directors, details of the same and changes in
directors or key managerial personnel of the Company during the financial year 2022-2023 is
mentioned in below table.

Name	Date of Event	Nature of event
Mr. Satish Kumar	October 10, 2022	Resignation
Mrs. Kritika Tomar	October 17, 2022	Initially Appointed as Executive Director
Mr. Ramveer Singh	December 23, 2022	Re-designated as Chairman cum
		Executive Director
Mr. Ashish Tomar	December 23, 2022	Re-appointed as Managing Director
Mrs. Kritika Tomar	December 31, 2022	Re-Appointed as Whole Time Director
Mr. Achal Kapoor	December 23, 2022	Appointment as Independent Director
Ms. Chetna	December 23, 2022	Appointment as Independent Director
Ms. Swati Jain	December 23, 2022	Appointment as Independent Director
Mr. Mukesh Garg	December 23, 2022	Appointment as Independent Director
Mr. Achal Kapoor	January 01, 2023	Resignation
Ms. Chetna	January 01, 2023	Resignation
Ms. Swati Jain	January 01, 2023	Resignation
Mr. Mukesh Garg	January 01, 2023	Resignation
Mr. Achal Kapoor	March 10, 2023	Re-Appointment as Independent Director
Ms. Chetna	March 10, 2023	Re-Appointment as Independent Director
Ms. Swati Jain	March 10, 2023	Re-Appointment as Independent Director
Mr. Mukesh Garg	March 10, 2023	Re-Appointment as Independent Director

The Company has following Key Managerial Personnel as per the definition of Section 2(51)
read with Section 203 of the Companies Act, 2013, as on 31.03.2023.

S. No	Name	Designation(s)
1.	Mr. Ramveer Singh	Chairman
2.	Mr. Ashish Tomar	Managing Director
3.	Mr. Gajendra Parihar	Chief Financial Officer
4.	Mrs. Kritika Tomar	Whole-time Director
5.	Mr. Anup Kumar Pandey	Company Secretary

* Mr. Ashish Tomar is appointed as Managing Director of the Company with effect from

23.12.2022.

* Mr. Ramveer Singh is appointed as Chairman of the Company with effect from
23.12.2022.

* Mrs. Kritika Tomar is appointed as Whole-time Director of the Company with effect
from 31.12.2022 in the Extra-Ordinary General Meeting.

As on the date of the Board Report, the Company is having the following Key Managerial
Personnel as per the definition of Section 2(51) read with Section 203 of the Companies Act,
2013.

S. No	Name	Designation(s)
1.	Mr. Ramveer Singh	Chairman
2.	Mr. Ashish Tomar	Managing Director
3.	Mr. Gajendra Parihar	Chief Financial Officer
4.	Mrs. Kritika Tomar	Whole-time Director
5.	Mr. Deepak Kumar	Company Secretary

* Mr. Anup Kumar Pandey has resigned from the post of Company Secretary with effect
from 05.07.2023.

* Mr. Deepak Kumar has been appointed as Company Secretary of the Company with
effect from 05.07.2023.

14. MEETING OF BOARD OF DIRECTORS:

During the year, the Board Meetings were convened as per below table and the intervening
gap between the Meetings was within the period prescribed under the Companies Act, 2013.

15. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors have submitted their disclosure to the Board that they fulfill all
the requirements as to qualify for their appointment as an independent Director under
provisions of Section 149 read with schedule IV of the Companies Act, 2013. The Board
confirms that the independent directors meet the criteria as laid down under the Companies

Act, 2013.

16. STATUTORY AUDITOR & AUDIT REPORT:

M/s Rishi Kapoor & Company, Chartered Accountants (Firm Reg. No. 006615C) having
Peer Review Certificate No. 014978, were re-appointed as Statutory Auditors of the
Company at its 11* Annual General Meeting (“AGM”) to hold the office for a period of five
years, commencing from the conclusion of the 11* AGM till the conclusion of 16th Annual
General Meeting of the Company to be held for the financial year 2025-2026.

The Statutory Auditor has given confirmation to the effect that they are eligible to continue
with their appointment and that they have not been disqualified in any manner from
continuing as Statutory Auditors. The remuneration payable to the Statutory Auditors shall
be determined by the Board of Directors.

17. EXPLANATION ON EVERY QUALIFICATION BY AUDITOR IN HIS REPORT:

The auditor has not made any observation in the auditor report so no comments are required
from the directors pursuant to Section 134(3)(f) of the Companies Act, 2013.

18. DETAILS OF FRAUD REPORTED BY AUDITOR UNDER SECTION 143 (12) OF
COMPANIES ACT, 2013:

During the year under review, no fraud has been reported by auditor as specified under
section 143 (12) of Companies Act, 2013.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The particulars of loans, guarantees or investments made during the Financial Year 2022-23,
if any, have been disclosed in the notes attached to and forming part of the Financial
Statements of the Company prepared for the Financial Year ended March 31, 2023 as per the
provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013.

20. RELATED PARTY TRANSACTIONS:

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of
section 188 in the form AOC-2 is attached as Annexure-B. All related party transactions that
were entered into during the financial year 2022-23 were on an arm’s length basis and were
in the ordinary course of business.

21. COMPOSITION OF COMMITTEES:> AUDIT COMMITTEE

The Audit Committee (the “Committee”) has constituted by the Board of Directors in its
meeting held on 14.03.2023 in accordance with the Section 177 of the Companies Act, 2013
and Rule 6 of the Companies (Meeting of board and its powers) Rule, 2014.

Name of Director	Status	Nature of Directorship
Ms. Chetna	Chairman	Independent Director
Mr. Mukesh Kumar Garg	Member	Independent Director
Mr. Ashish Tomar	Member	Managing Director

The Company Secretaiy of the Company shall serve as the secretary of the Audit Committee.

During the year under review, all recommendations of the Audit Committee were accepted by
the Board and meeting(s) of audit committee were convened as per below during the financial
year 2022-23.

S. NO.	DATE OF MEETING	NUMBER OF DIRECTOR ATTENDED THE
		MEETING
1.	30-03-2023	3

> NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has constituted by the Board of Directors in its
meeting held on 14.03.2023 in accordance with the Section 178 of the Companies Act 2013.

Name of Director	Status	Nature of Directorship
Mr. Mukesh Kumar Garg	Chairman	Independent Director
Mr. Achal Kapoor	Member	Independent Director
Ms. Swati Jain	Member	Independent Director

The Company Secretaiy of the Company shall serve as the secretaiy of the Nomination and
Remuneration Committee.

During the year under review, all recommendations of the Nomination and Remuneration
Committee were accepted by the Board and meeting of nomination and remuneration
committee were convened as per below during the financial year 2022-23.

The Stakeholders Relationship Committee has constituted by the Board of Directors in its
meeting held on 14.03.2023 in accordance with the Section 178(5) of the Companies Act
2013.

Composition of Stakeholders Relationship Committee;

Name of Director	Status	Nature of Directorship
Ms. Swati Jain	Chairman	Independent Director
Mrs. KritikaTomar	Member	Whole Time Director
Mr. Ashish Tomar	Member	Managing Director

The Company Secretary of the Company shall serve as the secretary of the Stakeholder
Relationship Committee.

The Stakeholder Relationship Committee oversees and reviews all matters connected with the
investor services in connection with applications received and shares allotted, status of refund
amount, conversion of partly paid shares into fully paid shares, rematerialisation and
dematerialization of shares and transfer of shares of the Company & other related matters.

The committee oversees performance of the Registrar and Transfer Agent of the Company and
recommends measures for overall improvement in the quality of investor services, as &
whenever required.

During the financial year 2022-23, meeting of stakeholders’ relationship committee were
convened as per below:-

> CSR COMMITTEE

As socially responsible, the Company is committed to increase its Corporate Social
Responsibility (CSR) with an aim of playing a bigger role in sustainable development of the
society. In pursuit of this objective, a Corporate Social Responsibility (CSR) Committee had
been formed by the board of directors in its meeting held on 14.03.2023, which oversees the
activities relating to activities supporting the social and environmental causes. The utilized
amount and unspent amount being shown in the Annexure- C.

Name of Director	Status	Nature of Directorship
Mrs. Kritika Tomar	Chairman	Whole Time Director
Mr. Neeraj Srivastava	Member	Non-Executive Director
Mr. Achal Kapoor	Member	Independent Director

During the financial year 2022-23, meetings of CSR committee were convened as per below: -

S. NO.	DATE OF MEETING	NUMBER OF DIRECTOR ATTENDED THE
		MEETING
1.	23-03-2023	3
2.	30-03-2023	3

> IPO COMMITTEE

The Company is going to launch its IPO & so the board of directors had constituted IPO
Committee as well in its meeting held on 14.03.2023, details of which is as under: -

Composition of IPO Committee:

Name of Director	Status	Nature of Directorship
Mr. Ashish Tomar	Chairman	Managing Director
Mrs. Kritika Tomar	Member	Whole Time Director
Mr. Achal Kapoor	Member	Independent Director

The Board of Directors constituted a Risk Management Committee in its meeting held on
14.03.2023.

Composition of IPO Committee;

Name of Director	Status	Nature of Directorship
Mr. Ashish Tomar	Chairman	Managing Director
Mr. Ramveer Singh	Member	Chairman & Director
Ms. Swati	Member	Independent Director

The Risk Management Committee has formulated the policy pursuant to section 134(3) (n) of
the Companies Act, 2013; the Company has developed and implemented a risk management
policy which identifies major risks that may affect the Company. The same has also been
adopted by the Board and is also subject to its review from time to time. Further, risk
mitigation process and its related measures have also been formulated as well as spelled out
in the said policy.

During the financial year 2022-23, meetings of risk management committee were convened as
per below:-

22. ADEQUACY OF INTERNAL CONTROL SYSTEM:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct
of its business, including adherence to the Company’s policies, safeguarding of its assets,
prevention and detection of frauds and errors, accuracy and completeness of the accounting
records, and timely preparation of reliable financial disclosures.

The Audit Committee constituted by the Board reviews the adequacy of Internal Control
System. The Internal Auditors’ Report dealing with the internal control system is considered
by the Audit Committee and appropriate actions are taken wherever deemed necessary.

23. VIGIL MECHANISM POLICY:

The Company has established a “Vigil Mechanism” in accordance with the Section 177(9) of
the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014 for its employees and directors, enabling them to report any concerns of
unethical behavior, suspected fraud or violation of the Company’s code of conduct. To this
effect, the Board has adopted a “Whistle Blower Policy” which is overseen by the Audit
Committee. The policy provides safeguards against victimization of the whistle blower.
Employees and other stakeholders have direct access to the Chairman of the Audit Committee
for lodging concern if any, for review.

During the Financial Year 2022-23, there were no complaints received under the mechanism.

24. POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT:

The Company has Internal Complaint Committee in compliance with the provisions of the
Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013.
The details are as follows:

1. Number of Complaints of sexual harassment received in the year: Nil

2. Number of complaints disposed during the year: N.A

3. No. of cases pending for more than ninety days: N.A

4. No. of workshops or awareness programme or meetings against sexual harassment
carried out: None

5. Nature of action taken by the employer or District officer: N.A

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

There are no as such any significant and material order passed by the regulator or court or
tribunal which can impact the going concern status and the future operations of the company.

26. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

None of the employees who have worked throughout the year or a part of the Financial Year
2022-23, were getting remuneration in excess of the threshold mentioned under Section
197(12) of the Act read with rule 5(2) of Companies (Appointment and Remuneration) Rules,
2014.

27. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR:

During the Financial Year 2022-23, there was no application made and no proceeding initiated
/pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/oi
Operational Creditors against the Company. As on the date of this report, there is neither an>
application or proceeding pending against the company nor the company has made any
application against the other company under the Insolvency and Bankruptcy Code, 2016.

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

The Company has not done any one time settlement during the year under review hence nc
disclosure is required.

29. COST AUDITORS:

In accordance with Section 148 and other applicable provisions of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014 the Audit Committee has recommended
and the Board of Directors had appointed M/s. Jatin Sharma & Co., Cost Accountants, (FRN
101845) situated at 487, First Floor, Chirag Delhi, New Delhi - 110048, being eligible and
appointed as Cost Auditors of the Company, to conduct Audit of cost records of the Company
for the financial year 2023-24. In terms of the provisions of Section 148(3) of the Companies
Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the
remuneration of the Cost Auditors has to be ratified by the members. Accordingly, necessary
resolution is proposed at the ensuing AGM for ratification of the remuneration payable to the
Cost Auditors for FY-2023-24.

30. SECRETARIAL AUDIT:

Pursuant to the provisions of section 204 of the companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit is
applicable to the company from financial year 2022-23 as the company was converted from
Private Limited to Public Limited (EMS Private Limited to EMS Limited) vide Certificate of
Incorporation, issued by the Registrar of Companies, Delhi dated 25.11.2022 & accordingly
Secretarial Audit Report for financial year 2022-23 is also the part of this report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has re-appointed M/s. Vikram Grover & Company, Practicing Company Secretary,
having peer review certificate no. 1095/2021 situated at C-935, Vipul Plaza, Greater
Faridabad, Sector—81, Faridabad-121002, to conduct the Secretarial Audit of the Company
for the financial year 2023-24.

31. INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee, have re¬
appointed M/s. Garg Sanjay Kumar & Associates (FRN 007230C), Chartered Accountant Firm
situated at D-67, Patel Nagar-II, Ghaziabad, U.P., as the Internal Auditors of the Company for
the financial year 2023-24 and their reports are also reviewed by the Audit Committee from
time to time.

32. DIRECTORS• RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013,the Board of Directors, to the best of
their knowledge and ability, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation as & where required.

b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a
true and fair view for the statement of affairs of the company at the end of the
financial year and for the profit of the company for that period;

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

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors, have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and

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

33. ACKNOWLEDGEMENTS:

The Directors of the company take this opportunity to offer their sincere thanks and gratitude
to:

1. The bankers of the company as well as other Financial Institutions for the financial
facilities and support.

2. Business associates, vendors/contractors, shareholders, employees and esteemed
clients for their unstinted support and assistance.

The Board also takes this opportunity to express their sincere appreciation of the efforts
put in by the employees at all levels for achieving the results and hopes that they would
continue their sincere and dedicated endeavors towards achieving better working results
during the current year.

Date: 27.07.2023 By Order of the Board of Director

Place: Delhi For EMS Limited

(Formerly known as EMS Infracon Pvt. Ltd.)

RAMVEER SINGH^^SSHISH TOMAR
Chairman 8b Director Managing Director
DIN :02260129 DIN: 03170943

R-14/120, Raj Nagar R-14/120, Raj Nagar,
Ghaziabad-201002 Ghaziabad-201002