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:

2. DIVIDEND

The Board of Directors is pleased to recommend a final
dividend at the rate of ' 1.50/- (15%) per equity share and
one time special dividend of ' 2.50/- (25%) per equity share
totalling to ' 4/- (40%) of the face value of ' 10/- each for
the year ended 31st March 2025 (Previous year ' 1.50) per
equity share. This would involve a payout of ' 1014.68 Lacs
(previous year ' 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/ Beneficial Holders list on the Record date fixed
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 ' 33,965.64 Lacs as compared to

' 28,340.33 Lacs in the previous financial year, higher by
19.85%. The profit for the same period stands at ' 5,891.28
Lacs as compared to the profit of ' 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 ' 36,124.07 Lacs as compared to
' 31,501.15 Lacs in the previous financial year, higher by
14.67%. The profit for the same period stands at ' 5683.06
Lacs as compared to the profit of ' 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 '10/- 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
' 1,00,000/- each, aggregating to ' 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,
1996, an application for Strike off of Emkay Mutual Fund
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
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:

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 from 28th 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 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 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/policv-and-disclosures. The details of composition,
terms of reference of the Nomination, Remuneration and
Compensation Committee, numbers and dates of meeting
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) or
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 statutory modification(s) or re-enactment(s) thereof for
the time being in force as statutory auditors.

In terms of the Listing Regulations, the Auditors have
confirmed that they hold a valid certificate issued by the
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

The Company has evolved a Corporate Social Responsibility
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 '13,00,000/- (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.emkavglobal.com/policv-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 self¬
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.
Significant audit observations and recommendations along
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 '10/- each.

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

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 ' 10/- each) as per criteria determined by the committee.

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

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 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
Certificate confirming compliance with the conditions of
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 and material orders were
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 ' 1,00,000/- each, aggregating to nominal value
of ' 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.
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