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companylogoEmkay Global Financial Services Ltd

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BSE Code : 532737 | NSE Symbol : EMKAY | ISIN : INE296H01011 | Industry : Finance & Investments |


Directors Reports

Dear Members,

Your Directors present the Thirty First Annual Report of your Company and the Audited Financial Statements for the year ended 31st March, 2025.

1. FINANCIAL RESULTS

An overview of the financial performance of your Company along with its Subsidiaries for the year 2024-25 is as under:

(Amount in Lacs)

Particulars

Standalone for the year ended

Consolidated for the year ended

31.03.2025 31.03.2024 31.03.2025 31.03.2024
Total Income 33,965.64 28,340.33 36,124.07 31,501.15

EBITDA

8,031.51 4,958.17 7,932.64 5,712.48
Less: Depreciation and Amortization 990.66 890.77 1,164.02 980.14
Less: Finance Cost 900.38 611.74 695.55 490.81

Profit before exceptional item and tax

6,140.47 3,455.66 6,073.07 4,241.53
Exceptional item (36.00) (55.00) - -
Profit before tax 6,104.47 3,400.66 6,073.07 4,241.53
Less: Tax expenses 213.19 953.67 (381.61) 1,178.67

Profit after tax

5,891.28 2,446.99 5,691.46 3,062.86
(Less)/Add : Share of profit/(loss) of associates - - (8.40) 25.78
Add: Profit/(loss) from discontinued operations - - - 155.23

Profit for the year

5,891.28 2,446.99 5,683.06 3,243.87

Other Comprehensive Income (net of tax)

(118.22) (97.63) (127.07) (100.71)

Profit attributable to shareholders of the Company

5,773.06 2,349.36 5,555.99 3,143.16

Opening balance in statement of profit and loss

5,103.50 3,000.53 9,509.31 6,664.16
Other adjustments - - - (3.31)
Amount available for appropriation 10,876.56 5,349.89 15065.30 9,804.01

Appropriations

Dividend paid on equity shares 371.85 246.40 371.85 246.40
Transfer to special reserve u/s 45-IC of RBI Act - - 102.95 48.30

Closing balance in statement of profit and loss

10,504.71 5,103.49 14,590.50 9,509.31

2. DIVIDEND

The Board of Directors is pleased to recommend a final dividend at the rate of Rs 1.50/- (15%) per equity share and one time special dividend of Rs 2.50/- (25%) per equity share totalling to Rs 4/- (40%) of the face value of Rs 10/- each for the year ended 31st March 2025 (Previous year Rs 1.50) per equity share. This would involve a payout of Rs 1014.68 Lacs (previous year Rs 371.85 Lacs) based on the number of equity shares as on 31st March 2025. The dividend would be paid to all the shareholders, whose names appear in the Register of Members/ BeneficialHolders list on the Record date for the purpose of payment of dividend for the Financial Year 2024-2025. This Dividend is subject to approval of the Members at the forthcoming 31st Annual General Meeting. As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates.

3. TRANSFER TO RESERVES

During the year under review, no amount was transferred to the General Reserves of the Company.

4. REVIEW OF OPERATIONS

The information on operations of the Company is given in the Management Discussion & Analysis Report forming part of the Annual Report.

The Board of Directors is delighted to share the strong standalone and consolidated financial performance of the Company during Financial Year 2024-25, amidst a landscape of both challenges and opportunities. The Company has demonstrated resilience and agility, achieving significant growth in revenue and Profit as under:

Standalone

During the year under review, your Company recorded a total income of Rs 33,965.64 Lacs as compared to Rs 28,340.33 Lacs in the previous financial year, higher by 19.85%. The profit for the same period stands at Rs 5,891.28 Lacs as compared to the profit of Rs 2,446.99 Lacs in the previous financial year, achieving a significant growth in profit by 140.75%.

Consolidated

During the year under review, your Company recorded a total income of Rs 36,124.07 Lacs as compared to Rs 31,501.15 Lacs in the previous financial 14.67%. The profit for the same period stands atRs 5683.06 Lacs as compared to the profit of Rs 3243.87 Lacs in the previous financial year, higher by 75.19% over previous year.

5. SHARE CAPITAL

During the year, the Company allotted 6,72,348 equity shares on exercise of stock options under the Employees Stock Option Plan-2007 and the Employees Stock Option Plan-2018 by some of the eligible employees. Consequently, the issued, subscribed and paid-up capital of the Company has increased from 2,46,94,676 equity shares to 2,53,67,024 equity shares of Rs10/- each fully paid-up as on 31st March 2025.

6. ISSUE OF NON-CONVERTIBLE DEBENTURES

During the year under review, the Company has issued and allotted 4,600 fully paid-up Senior, Unsecured,

Listed, Rated, Transferrable, Redeemable, Non Convertible Debentures ("Debentures") of face value of

Rs 1,00,000/- each, aggregating to Rs 46,00,00,000/- on a private placement basis redeemable on March 24, 2027. MITCON Credentia Trusteeship Services Limited (MCTSL) were appointed as the Debenture Trustee for these Debentures. The Debentures are listed on BSE Limited under BSE Debt Segment on 26th March 2025.

7. CREDIT RATING

During the FY 2024-2025, ICRA Limited assigned the Company's rating for issuance of Unsecured Non-Convertible Debentures as ICRA BBB+(Positive).

8. UPDATE ON STRIKE OFF (DISSOLUTION) STATUS OF TRUSTEE COMPANY

In view of the management's decision not to pursue the application made to Securities and Exchange Board of India for sponsoring Mutual Fund under the Securities and Exchange Board of India (Mutual Funds) Regulations, Fund 1996, an application for Strike off

Trustee Private Limited (the "Trustee Company") was filed under Section 248 of the Companies Act, 2013 with the Registrar of Companies. Ministry of Corporate Affairs (Centre for Processing Accelerated Corporate Exit, Manesar) has approved on 7th March, 2025 the strike off of name of the trustee company and the Trustee company stands dissolved with effect from the said date.

9. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT

There have been no material changes and commitments between the end of financial year 2024-25 and the date of this report, adversely affecting the financial position of the year,higherby Company.

10. ANNUAL RETURN

The Annual Return as required under Section 92(3) and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company's website at https://www.emkayglobal.com/ir-annual-returns

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2024-25, 4 meetings were held on 16th May 2024, 8th August, 2024, 28th October, 2024 and 30th January, 2025. The details of the attendance of Directors at these meetings are as under:

Name of the Director

Category

Board Meetings during Financial Year 2024-25

Held Attended
Mr. S. K. Saboo NED 4 4
Mr. R. K. Krishnamurthi* NED (I) 4 1
Mr. G. C. Vasudeo* NED (I) 4 2
Mr. Krishna Kumar Karwa ED 4 4
Mr. Prakash Kacholia ED 4 4
Dr. Satish Ugrankar NED (I) 4 3
Dr. Bharat Kumar Singh NED (I) 4 4
Mrs. Hutokshi Wadia NED (I) 4 4
Mr. A Dhananjaya** NED (I) 4 1
Mr. Raunak Karwa** NED 4 1

Category: NED-Non-Executive Director, NED(I)-Non-Executive Director & Independent, ED-Executive Director.

* Mr. R. K. Krishnamurthi and Mr. G. C. Vasudeo Non-Executive Independent Directors of the Company ceased to be Director on completion of their second term as Independent Director of the company with effect from

13th August, 2024.

** Mr. A. Dhananjaya and Mr. Raunak Karwa were appointed with effect from28th October, 2024

12. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that: a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any. b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review; c) The directors have taken proper and 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 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) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. AUDIT COMMITTEE

The Committee was reconstituted during the year and now comprises of Mrs. Hutokshi Wadia, an Independent Director as the Chairperson and Dr. Satish Ugrankar, Dr. Bharat Kumar Singh, Mr. A Dhananjaya and Mr. Prakash Kacholia as the members of the Committee. More details pertaining to the Audit Committee are included in the Corporate Governance Report, which forms part of this report. All the recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company.

14. NOMINATION, REMUNERATION & COMPENSATION COMMITTEE

The Nomination, Remuneration and Compensation Committee constituted by the Board in compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 was reconstituted and now comprises of Mrs. Hutokshi Wadia, an Independent Director as the Chairperson and Dr. Satish Ugrankar, Dr. Bharat Kumar Singh, Mr. S. K. Saboo and Mr. A Dhananjaya as the members of the Committee.

The Committee consists of only Non-Executive Directors as its members. All the members of the Committee are Independent Directors except Mr. S. K. Saboo who is a Non-Executive Non- Independent Director.

The Remuneration Policy of the Company is available on the Company's website i.e. https://www.emkayglobal. com/policy-and-disclosures. The details of composition, terms of reference of the Nomination, Remuneration and Compensation Committee, numbers and dates of meeting sufficientcare held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report forming part of the Board's Report.

15. PERFORMANCE EVALUATION

In terms of provisions of the Companies Act, 2013 read with Rules issued there under and Regulation 25 of SEBI (LODR) Regulations, 2015 and further Guidance note issued by SEBI vide circular no. SEBI/HO/CFD/ CMD/ CIR/P/2017/004 dated 05th January, 2017 on Board Evaluation", evaluation process was carried out internally for the performance of the Board, its Committees and Individual Directors.

The Independent Directors at their meeting held on 26th March, 2025 have reviewed the performance evaluation of Non-Independent Directors and the Board as a whole including the Chairman. The Nomination, Remuneration and Compensation Committee carried out evaluation of performance of each Director in their meeting held on 21st May, 2025.

The Board of Directors carried out performance evaluation of the Board, each Director and the Committees for the financial year ended 31st March, 2025 in their meeting held on 21st May, 2025 based on various aspects which, inter alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the effectiveness of their contribution.

16. AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 and all other applicable provisions of the Companies Act, 2013 ("the Act") read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) re-enactment(s) thereof for the time being in force), S. R. Batliboi & Co. LLP, Chartered Accountants bearing Firm Registration Number 301003E/E300005 with the Institute of Chartered Accountants of India (ICAI) were re-appointed as the Statutory Auditors of the Company on expiry of their first term at the 28th Annual General Meeting (AGM) held on 8th August, 2022 for a second term of five years commencing from the conclusion of the 28th AGM till the conclusion of the 33rd AGM of the Company.

M/s. S. R. Batliboi & Co. LLP have confirmed their eligibility and qualification required under section 139 and 141 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutorymodification(s)or re-enactment(s) thereof for the time being in force as statutory auditors.

In terms of the Listing Regulations, the Auditors have the confirmed that they hold a valid certificate Peer Review Board of the ICAI. There are no qualifications or observations or adverse remarks made by the Auditors in their report.

Reporting of Fraud

The Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors as specified under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

Change In Accounting Policy

The Company had adopted Indian Accounting Standards (IND - AS) with effect from April 1, 2019 with effective date of such transition as April 1, 2018. There is no change in the Accounting Policy thereafter.

17. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Parikh & Associates, Company Secretaries, Mumbai to carry out Secretarial Audit of the Company for the financial year 2024-2025. The Secretarial Audit Report received from them is appended as "Annexure A" and forms part of this report.

As per Regulation 24A of the SEBI Listing Regulations, 2015, a listed company is required to annex a secretarial audit report of its material unlisted subsidiary(ies) to its Directors' Report. The secretarial audit reports of material subsidiaries of the Company i.e. Emkay Fincap Limited and Emkay Investment Managers Limited for the financial year ended March 31, 2025, are annexed herewith as "Annexure B (i) and (ii)".

The comments made by the Secreterial Auditor in their report are self explanatory.

18. INTERNAL AUDIT

As per the requirement of Section 138 of the Companies Act, 2013 and rules made there under, M/s. Lovi Mehrotra & Associates, Chartered Accountants, Mumbai were appointed as Internal Auditors of the Company for the financial year 2024-2025.

The internal control systems are supplemented by extensive internal audits, regular reviews by management and standard policies and guidelines to ensure reliability of financial and all other records to prepare financial statements and other data. The Management Information System (MIS) forms an integral part of the Company's control mechanism. The Company has regular checks and procedures through internal audit periodically. The reports are deliberated and executive summary of the same along with action taken report (ATR) for steps taken by the Management to address the issues are placed before the

Audit Committee meeting/ Board meeting for their review.

Reports of internal auditors are reviewed by the Audit Committee, and corrective measures, if any, are carried out towards further improvement in systems and procedures in compliance with Internal Control System. The Board also recognizes the work of the auditors as an independent check on the information received from the management on the operations and performance of the Company.

19. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

The Company has complied with all the applicable mandatory secretarial Standards issued by the Institute of Company Secretaries of India.

20. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report.

21. PUBLIC DEPOSITS

During the year, your Company has not accepted and/or renewed any public deposits in terms of the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees or Investments covered under Section 186 of the Companies Act, 2013, are given under notes to the Financial Statements.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

The details of the related party transactions, as per requirement of Accounting Standards -18 are disclosed in notes to the financial statements of the Company for the financial year 2024-25. All the directors have disclosed their interest in Form MBP-1 pursuant to Section 184 of the Companies Act, 2013 and as and when any changes in their interest take place, such changes are placed before the Board at its meetings. None of the transactions with any of the related parties was in conflict with the interest of the Company. The particulars of contracts or arrangements with related parties referred to in Section 188(1), in prescribed Form AOC-2 under Companies (Accounts)

Rules, 2014 are appended as "Annexure C".

24. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaint Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.

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

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo required under Section134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as "Annexure D" and forms part of this Report of the Board of Directors.

26. LEVERAGING DIGITAL TECHNOLOGY

Innovative ideas and technology is introduced continuously to provide great user experience to our customers, business associates and employees. In association with the IT Team, the Company with active support from management has been investing time and effort in information technology solutions to demonstrate technological leadership.

27. BUSINESS RISK MANAGEMENT

Pursuant to section 134(3) (n) of the Companies Act, 2013 and as per provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the Company has adhered to the principles of sound risk management and already has a Risk Management Policy in place. An ongoing exercise is being carried out to identify, evaluate, manage and for monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. The details of the same are set out in the Corporate Governance Report forming part of the Board of Directors' Report.

28. CORPORATE SOCIAL RESPONSIBILITY

TheCompanyhasevolvedaCorporateSocialResponsibility Policy and is actively practicing the same. The objectives of CSR Policy are to contribute to social and economic development of the communities in which the Company operates, to improve the quality of life of the communities through long term value creation for stakeholders and to generate, through its CSR initiatives, a community goodwill for the Company and help reinforce a positive and socially responsible image of the Company as a corporate entity. As per the computation made pursuant to the provisions of section 135(5) of the Companies Act, 2013, an amount of Rs13,00,000/- (Thirteen Lakh only) was spent on CSR activities during the financial year 2024-25.

The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as "Annexure E" and forms an integral part of this report.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has implemented a Vigil Mechanism Policy to deal with instances of fraud and mismanagement, if any. The policy also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in all cases. The details of the policy are posted on the website of the Company under the link https://www.emkayglobal.com/policy-and-disclosures. There were no complaints received during the year 2024-25.

30. DIRECTORS & KEY MANAGERIAL PERSONNEL

Cessations

Mr. R. K. Krishnamurthi (DIN-00464622) and Mr. G. C. Vasudeo (DIN-00021772) ceased to be Independent Directors of the Company with effect from 13th August, 2024 on completion of their 2nd term of 5 consecutive years as Independent Directors. Mr R. K. Krishnamurthi and Mr. G.C. Vasudeo had been associated with the Company as Director since 10th November, 2005 and 20th January, 2006 respectively.

As a Chairman of the Nomination, Remuneration & Compensation Committee and Audit Committee, Mr. G. C. Vasudeo played vital role in steering the Compensation framework and in strengthening the operational and internal audit system.

The Board placed on record its sincere appreciation for the valuable contribution made and services rendered by Mr. R. K. Krishnamurthi and Mr. G. C. Vasudeo during their tenure as Director of the Company.

Appointments

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment & Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. S. K. Saboo (DIN:00373201), a Non-Executive Non-Independent Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. Your Board recommends his re-appointment to the shareholders. Brief profile of Mr. S. K. Saboo (DIN:00373201), Director as required under Regulation 36 (3) of the SEBI (LODR) Regulations, 2015 and justification for his re-appointment are given in the explanatory statement to the Notice of the 31st Annual General Meeting. On recommendation of the Nomination, Remuneration and Compensation (NRC) Committee, the Board of Directors of the Company at its meeting held on 28th October, 2024 appointed Mr. A Dhananjaya (DIN: 01744569) as an Additional Director in the capacity of Independent Director of the Company not liable to retire by rotation subject to approval of the members for a period of 5 years commencing from 28th October, 2024 to 27th October, 2029. The Board of Directors at the same Board Meeting held on 28th October, 2024 appointed Mr. Raunak Karwa (DIN: 08632290) as an Additional Director liable to retire by rotation subject to approval of the members. Subsequently the members through the process of Postal Ballot on recommendation of Nomination, Remuneration & Compensation (NRC) Committee approved appointment of Mr. A Dhananjaya as an Independent Director and of Mr. Raunak Karwa as Non-Executive Non Independent Director as recommended by the Board on 19th December, 2024.

The Company has received declaration from all the Independent directors that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 read with the Schedule and Rules issued there under and Regulation 16 of SEBI (LODR) Regulations, 2015, as amended. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors' Databank maintained with the Indian Institute of Corporate Affairs (‘IICA') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. They are exempt from the - requirement to undertake the online proficiency assessment test conducted by IICA.

The profile of the Independent Directors forms part of the Corporate Governance Report.

Re-appointment of Managing Directors (MDs)

Further, the term of appointment of Mr. Krishna Kumar Karwa and Mr. Prakash Kacholia, Managing Directors of the Company will be expiring on 30th September, 2025. On recommendation of the Nomination, Remuneration and Compensation Committee, the Board of Directors of the Company at its meeting held on 21st May, 2025 has approved and recommended the re-appointment of Mr. Krishna Kumar Karwa and Mr. Prakash Kacholia, Managing Directors of the Company for a further term of three years on a revised remuneration with effect from 1st October, 2025, subject to approval of the Members at the forthcoming Annual General Meeting and subject to approval of the Central Government, if required.

The above appointment/re-appointment forms part of the Notice of the forthcoming 31st Annual General Meeting and the respective resolutions are recommended for your approval.

Code of Conduct

All the Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company.

Key Managerial Personnel (KMP)

The following four persons were formally noted as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013.

Mr. Krishna Kumar Karwa - Managing Director Mr. Prakash Kacholia - Managing Director Mr. Saket Agrawal - Chief Financial Officer Mr. B. M. Raul - Company Secretary & Compliance Officer

31. PARTICULARS OF REMUNERATION

In terms of provisions of section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of the ratio of remuneration of each Director to the median employee's remuneration are provided in "Annexure F" which forms part of the Board's Report.

32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, it's compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. along Significant with corrective actions thereon are presented to the Audit Committee of the Board.

Pursuant to the provisions of Section 134 (5) (f) of the Act, the Company has devised proper systems to ensure compliance with the provisions of all applicable laws. Each department of the organization ensured that it had complied with the applicable laws and furnished its report to the Head of department who then along with the Company Secretary discussed on the compliance status of the department. Any matter that required attention was immediately dealt with. The Company Secretary reported to the Audit Committee and the Board on the overall compliance status of the Company. In effect, such compliance system was largely found to be adequate and operating effectively. The paragraph 10(f) hereinabove has also confirmed the same to this effect.

33. MAINTENANCE OF COST RECORDS & COST AUDIT

The Company is engaged in carrying stock broking and related activities and hence provisions related to maintenance of cost records and requirement of cost audit as prescribed under section 148(1) of the Act are not applicable.

34. SUBSIDIARY COMPANIES

The Company has five Indian subsidiaries and one foreign subsidiary as on 31st March 2025. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

The Consolidated Financial Statements of the Company form part of this Annual Report. The Company will make available the annual accounts of the Subsidiary Companies and the related information to any member of the Company who may be interested in obtaining the same. The Annual Report of the Company and all its subsidiary Companies will also be available on the website of the Company i.e. www.emkayglobal.com

35. EMPLOYEE STOCK OPTION SCHEMES

With a view to remain a preferred employer, the Company had granted Stock Options under two Schemes viz. Employee Stock Option Plan - 2007 (ESOP 2007) and Employee Stock Option Plan - 2018 (ESOP-2018) to the employees of the Company and the employees of the Subsidiary Companies.

(a) ESOP 2007

The Nomination, Remuneration and Compensation Committee of the Company had granted stock options under ESOP-2007 scheme to the eligible employees (each option carrying entitlement for one share of the face value of Rs10/- each.

The summary of the same as on 31st March 2025 is as under:

Total No. of stock options approved under the scheme

24,26,575
Exercise Period 2-3 years
Re-Issued Options 41,93,886

Total no. of stock options granted under the scheme

66,20,461
Stock Options lapsed 55,54,285
Stock Options vested but not exercised 1,56,090
Stock Options exercised 4,97,738
Outstanding Stock Options 5,68,438

During the Financial Year 2024-25, 1,14,940 options were vested and 1,90,408 options were exercised under the ESOP- 2007 scheme.

b) ESOP 2018

The Nomination, Remuneration and Compensation Committee of the Company had granted options under ESOP-2018 scheme to the eligible new employees (each option carrying entitlement for one share of the face value of Rs 10/- each) as per criteria determined by the committee.

The summary of the same as on 31st March 2025 is as under:

Total no. of stock options approved under the scheme

24,53,403
Exercise Period 2 years
Re-Issued Options 18,39,606

Total no. of stock options granted under the scheme

42,93,009
Stock Options lapsed 26,49,317
Stock Options vested but not exercised 2,17,581
Stock Options exercised 4,91,786
Outstanding Stock Options 11,51,906

During the Financial Year 2024-25, 3,21,667 options were vested, and 4,81,940 options were exercised under the ESOP- 2018 scheme.

The third scheme i.e. Employees Stock Option Plan- 2010 Through Trust Route is since non-operational. The disclosures required to be made in the Board' Report in respect of the aforesaid ESOP Schemes, in terms of the SEBI (Share Based Employee Benefits and Sweat Equity)Regulations, 2021 are contained in "Annexure G" forming part of the Directors' Report and are also uploaded on the website of the Company i.e. https://www.emkayglobal.com/ ir-annual-reports.

36. TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND SUCH SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013, the Company has transferred on due dates, the unpaid or unclaimed dividends up to the financial year 2016-2017 to the Investor Education and Protection

Fund (IEPF) established confirming compliance with the conditions by the Central Government. Pursuant to the provisions of Investor Education and

Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded on its website the details of unpaid and unclaimed amounts lying with the Company. Further, in terms of the provisions of section 124(6) of the Companies Act, 2013 read with The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 notified by the Ministry of Corporate Affairs, New Delhi w.e.f. 7th September, 2016, and further notifications issued by Ministry of Corporate Affairs, amending the Investor Education and Protection

Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, 14,157 shares in respect of which dividend had not been paid or claimed for seven consecutive years or more as provided under sub-section

(6) of Section 124 have been transferred to the Special Demat Account of IEPF Authority as on 31st March, 2025. The details of the unclaimed/ unpaid dividends are available on the Company's website at www.emkayglobal. com and also on website of Ministry of Corporate affairs at www.mca.gov.in.

37. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report.

Having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to members of your Company. The said information is available for inspection at the registered office of your Company during working hours and any member desirous of obtaining such information may write to the Secretarial Department of your Company and the same will be furnished on request.

38. CORPORATE GOVERNANCE REPORT

The Company adheres to the principles of Corporate Governance mandated by the Securities and Exchange Board of India and has implemented all the prescribed stipulations thereof. As stipulated in Regulation 27 of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance and the requisite Auditor's of Certificate Corporate Governance, is appended as "Annexure H" and forms part of this Report.

39. SIGNIFICANT AND MATERIAL ORDERS PASSSED BY THE COURTS OR REGULATORS

During the year, no significant passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

40. LISTING WITH STOCK EXCHANGES

The Equity shares of the Company are listed on National Stock Exchange of India Ltd. and BSE Ltd. The 4,600 Senior, Unsecured, Listed, Rated, Transferrable, Redeemable, Non-Convertible Debentures ("Debentures") of face value of Rs 1,00,000/- each, aggregating to nominal value of Rs 46,00,00,000/- issued on a private placement basis are listed on BSE Limited under BSE Debt Segment.

41. ACKNOWLEDGEMENT

Your Directors would like to take this opportunity to express sincere gratitude to the customers, bankers and other business associates for the continued co-operation and patronage. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Government, Regulatory Bodies and the Stock Exchanges. andmaterialorderswere Your Directors place on record their deep appreciation for the exemplary contribution made by the employees at all levels. The Directors also wish to express their gratitude to the valued shareholders for their unwavering trust and support.

For and on behalf of the Board of Directors

S. K. Saboo Chairman DIN : 00373201

Place: Mumbai Date: 21st May 2025