The Directors take Pleasure in Presenting the 16^th (Sixteenth) Annual Report on the business and
operations of the Company together with the audited financial statements for the financial year ended
March 31^st, 2026. 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, 2026, 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, 2026, is summarized below:

(? in Lakhs)

i FINANCIAL PERFORMANCE

• Consolidated Performance

During the year under review, the
consolidated revenue of the Company
amounts to ? 73,274.72 lakhs as
compared to ? 97,249.19 lakhs in the
previous year. The consolidated net
profit after tax amounts to ? 9,119.43
lakhs as compared to ?18,378.35 lakhs
in the previous year.

On Consolidated basis, the Company
has registered the EBITDA of
? 15,267.65 Lakhs during the financial
year under review as against EBITDA
of ? 26,703.40 lakhs during previous
financial year.

• Standalone Performance

During the year under review, the
standalone revenue of the Company
was ? 60,810.21 lakhs as compared to
? 94,244.58 lakhs in the previous year.

The standalone net profit after tax
was ? 8,846.93 lakhs as compared to
?18,227.44 lakhs in the previous year.

On standalone basis, the Company has
registered the EBITDA of ? 14,062.24
Lakhs during the financial year under
review as against EBITDA of ? 25,855.89
Lakhs during previous financial year.

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 2025-26,
description of revenue breakup is as
below:

Construction contract- Total revenue
from this activity stood at ? 60,377.91
Lakhs in the Financial year 2025-26 as
compared to ?93,209.14 Lakhs in the
previous fiscal year 2024-25.

Operation and Maintenance
contracts- Total revenue from this
activity stood at ?387.19 Lakhs in the
Financial year 2025-26 as compared
to ?950.09 Lakhs in the previous fiscal
year 2024-25.

Manufacturing- Total revenue from
this activity stood at ?2.92 Lakhs in the
Financial year 2025-26 as compared to
?5.72 Lakhs in the previous fiscal year
2024-25.

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 2025-26.

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 Saturday, September 19^th, 2026. The
said dividend, would involve cash outflow of
?8.33 crore, resulting in a payout of 9.41%
of the standalone net profit of the Company
for FY26.

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 Saturday,
September 19^th, 2026 as the “Record
Date” for the purpose of determining the
entitlement of Members to receive the final
dividend for financial year 2025-26.

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 2026. The
entire amount of profit for the year forms
part of the ‘Retained Earnings’.

4 Change in nature of Business of theCompany

There was no change in the nature of business
of the Company during the financial year
ended 31^st March, 2026.

4 SHARE CAPITAL STRUCTURE
Authorized Capital

As on March 31, 2026, The Authorized share
Capital of the Company is ? 70,00,00,000
(Rupees Seventy Crore only), which comprised
with 7,00,00,000 (Seven Crore) Equity Shares
of having face value of ? 10/- each.

During the year, the Board of directors
of the company, at its meeting held on
February 27, 2026 has approved a proposal
to increase authorized share capital of the
company to Rs. 70,00,00,000/- (Seventy
Crore Only) divided into 7,00,00,000 (Seven
Crore only) Equity Shares of Rs. 10/- each
from Rs. 60,00,00,000 (Sixty Crore only),
divided into 6,00,00,000 (Six Crore only)
Equity Shares of Rs. 10/- each. Further,
the increase in Authorized Share Capital
has been approved by the Shareholders of
the company at the Extraordinary General
Meeting held on March 23, 2026 by way of
Ordinary Resolution.

Apart from the above, there is no change in
Share Capital of the company.

The Company’s issued share capital
structure is as mentioned below:

4 Issued, Subscribed and Paid-up Capital

As on March 31^st, 2026, 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 fully as per the objects of the issue.
The details of the utilisation are given below:

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 2026-27 has been paid to both the
Stock Exchanges i.e., BSE and NSE.

As per the market capitalization list released
by NSE and BSE, the ranking of your
Company stood at 976 and 998, respectively,
as of 31^st December, 2025.

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, 2026 is uploaded
on the website of the Company and can
be accessed at https://ems.co.in/annual
return.

4 Number of Meetings of the Board

During the Financial Year 2025-26, 08
(Eight) 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, 2026,
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.

4 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.

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, 2026, the Committee consisted
with the following Directors of the Company:

The other details of the CSR Committee
including number & dates of meetings of
Committee held during the FY 2025-26 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 2025-26 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 2025-26, no
changes took place in the composition of the
Board of Directors of the Company.

Further, pursuant to the provisions of
Section 152 of the Companies Act, 2013, Mrs.
Kritika Tomar (DIN: 09777840), Director
of the Company who was liable to retire by
rotation at the 15^th Annual General Meeting
being eligible, re-appointed by the members
vide ordinary resolution in the AGM held on
September 29, 2025.

4 Retirement by rotation and
subsequent re-appointment

Pursuant to the provisions of Section 152
of the Companies Act, 2013, Mr. Ramveer
Singh (DIN: 02260129) Chairman & Director
of the Company, is due to retire by rotation
at the ensuing Annual General Meeting,
and being eligible, offers himself for re¬
appointment. The Board recommends for
his 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 on March
31, 2026.

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, 2026 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 (‘KMP’) of the Company as on
March 31, 2026:

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

2. Mrs. Kritika Tomar, Whole-time
Director

3. Mr. Harish Kumar Kansal, Chief
Executive Officer

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

*Mr. Himanshu has been appointed as Company Secretary & Compliance Officer of the company
w.e.f. April 15, 2026.

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, 2026, 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, 2026 and as on the date
of this report, the Company has Five Joint
Ventures/Partnerships:

1. EMS Himal Hydro JV

2. EMS Constructions

3. EMS Singh JV

4. EMS NIPL JV

5. EMS Concrete

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-28may.
pdf

Pursuant to the Approval of Financials of
the company on May 29, 2026, the company
has identified that EMS Industries Private
Limited (Formerly Known as Brijbihari
Pulp & Paper Private Limited), became an
unlisted Material Subsidiary of EMS Limited
in accordance with the provisions of SEBI
(LODR) Regulations, 2015.

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, 2026.

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/subsidiarv.
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, there
are no companies which have become or
ceased to be subsidiaries and/ or associate
of the Company during the financial year
2025-26.

However, pursuant to the approval of Board
of Directors of the company in its meeting
held on December 31, 2025, your company
has entered into Partnerships/Joint Venture
to form EMS NIPL JV and EMS Concrete
with an initial Investment of Rs. 1,00,000
and Rs. 75,000 respectively.

Your company shall be a lead partner in
EMS NIPL JV and EMS Concrete with 74%
and 75% holding respectively.

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 (‘RPTsj exceeds
10% of the annual consolidated turnover
as per the last audited financial statement,
would be considered as material and would
require Members’ approval, where Turnover
of the company is Upto Rs. 20,000 Crores.

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, Technologyabsorption 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 ofDirectors/ 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, in its meeting held on September
03, 2025, for a period of 5 years, subject
to the approval of Shareholders, from
conclusion of 15^th AGM till the conclusion of
the 20^th AGM of the Company.

Further, the members of the company
in its 15^th Annual General Meeting held
on September 29, 2025, 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 15^th AGM till the
conclusion of the 20^th AGM of the Company.

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.

Further, in Audit Report on Consolidated
Financial Statements, the Statutory Auditors
has given a Remark on Audit Trail as follows:

Based on our examination which included
test checks and based on the Other
Auditor’s Report, the Holding and Subsidiary
Companies except Mirzapur Ghazipur STPS
Private Limited which has used accounting
software for maintaining its books of account,
which was not having a feature of recording
audit trail (edit log) facility. The audit trail has
not been maintained by the company during
the year under audit as the Subsidiaries,
EMS Green Energy Private Limited and
Canary Infrastructure Private Limited has
maintained books of accounts on Manual
Basis. Further, for the periods where audit
trail (Edit Log) facility was enabled, we did
not come across any instance of the audit
trail feature being tampered with. Further,
management has taken note of the same.

i 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, 2026
and their remuneration has been ratified
by the shareholders in the 15^th AGM of the
Company held on September 29, 2025.

The cost audit for the financial year 2025-26
has been completed and the Cost Auditors
Report will be submitted with the Central
Government within the prescribed time.

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
2026-27 has been included in the Notice of
the ensuing AGM for shareholders’ approval.

i 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, in its meeting held on September
03^rd, 2025 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 15^th
AGM.

Further, Shareholders of the company at
its meeting held on September 29^th, 2025,
has 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 01, 2025 till March 31, 2030, to
conduct the Secretarial Audit of the Company
and to furnish the Secretarial Audit Report.

i Secretarial Auditors’ Report

Pursuant to the provisions of Section 204
of the Companies Act, 2013 read with
corresponding Rules framed thereunder,
M/s. R&D Company Secretaries, Practicing
Company Secretaries, a peer reviewed firm
of Company Secretaries in Practice (Firm
Registration Number P2005DE011200),
were appointed as the Secretarial Auditors
of the Company to carry out the secretarial
audit for the year ending 31^st March, 2026.

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. Further, the Management
has taken note of the Observation made
by secretarial Auditor in its report on Late
filing of one form along with additional fees
and payment of penalty in respect of Delay
in payment of Stamp Duty and ensures
adherence to Corporate Governance.

4 Annual Secretarial Compliance Report

In compliance with Regulation 24A (2) of the
SEBI LODR Regulations, Annual Secretarial
Compliance Report issued by M/s R&D
Company Secretaries, Practicing Company
Secretaries, a peer reviewed firm of Company
Secretaries in Practice (Firm Registration
Number P2005DE011200), , Secretarial

Auditors, for the financial year ended March
31, 2026, 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
2025-26, 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 on July 25, 2026 approved
the appointment of M/s. Sakshi Sharma
and Associates, Chartered Accountants
(Firm Registration No. 035088C), as Internal
Auditors of the company for the Financial
Year 2026-27.

4 Reporting of Fraud

During the financial year 2025-26, 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

The Company has received Ratings from
CRISIL Limited on April 28, 2026:

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, 2026, 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

• QIP Committee

• Takeover and 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, IPO Committee was dissolved on
May 28, 2025, consequent to the approval of
Board of Directors of the company.

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 R&D
Company Secretaries, Secretarial Auditors,
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 2024-25,
unpaid/unclaimed dividend required to be
transferred to the IEPF is as follows:

4 Details of the Nodal Officer

The Board 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.

However, Mr. Nand Kishore Sharma has
resigned from his position w.e.f. January 17,
2026.

Consequent to Appointment of Mr. Himanshu
as Company Secretary & Compliance Officer
of the company w.e.f. April 15, 2026, he
is also designated as Nodal Officer of the
company pursuant to the Approval provided
by the Board of Directors of the company.
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

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:

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 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,
2026.

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
Conduct for 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 2025-26

Save as mentioned elsewhere in this Report,
there was no other material development
during the financial year 2025-26.

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 2025-26.

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

Green Initiative

Your Company has implemented the “Green
Initiative” to enable electronic delivery
of notice/documents/annual reports to
shareholders. The Annual Report for the
financial year 2025-26 and Notice of the
16^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
2025-26 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 16^th Annual
General Meeting.

Business Responsibility and
Sustainability Report (BRSR)

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

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. 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: 25/07/2026