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Emkay Global Financial Services Ltd Proxy Solicitation & Information Statement 2025

Dec 10, 2025

60939_rns_2025-12-10_d40a80ba-75cc-4627-8867-d9bd83ab684d.pdf

Proxy Solicitation & Information Statement

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Date: 10[th] December, 2025

To,
National Stock Exchange of India Limited
Exchange Plaza, Bandra Kurla Complex
Bandra (East), Mumbai-400 051
Scrip Code: EMKAY
To,
BSE Limited
P. J. Tower, Dalal Street,
Fort, Mumbai 400 001
Scrip Code: 532737
To,
BSE Limited
P. J. Tower, Dalai Street,
Mumbai 400 001
BSE Scrip Code: 976528

Dear Sir/ Ma’am,

- Sub: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of Postal Ballot to the Shareholders of the Company.

In compliance with Regulation 30 read with Schedule III Part A (A) (12) of the Security Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in compliance with the relevant Circulars issued by the Ministry of Corporate Affairs (“ MCA Circulars ”), please find enclosed herewith copy of the Postal Ballot Notice (“ Notice ”) dated 28[th] November, 2025 along with Explanatory Statement and e-voting instructions for seeking approval of the Members of the Company for the following resolution through Postal Ballot process by voting through electronic means ( “ remote e-voting ”) only.

Sr. No. Particulars Type of Resolution
1 Appointment of Mr. Ajay Mahajan (DIN: 05108777) as an
Independent Director of the Company
Special

The Postal Ballot Notice is sent on Wednesday, 10[th] December, 2025, in electronic mode only to all the members of the Company who have registered their email id with the Depository Participants and with the Company’s Registrar and Transfer Agents i.e. MUFG Intime India Private Limited as on the cut-off date i.e. Friday, 5[th] December, 2025.

The remote e-voting period will commence on Thursday, 11[th] December 2025 at 9:00 A.M. IST and will end on Friday, 9[th] January 2026 at 5:00 P.M. IST. Results of the Postal Ballot will be announced by the Company after receipt of the Report from the Scrutinizer on or before Tuesday, 13[th] January 2026.

The Postal Ballot Notice has also been made available on the website of the Company at http://www.emkayglobal.com/

Kindly take the above information on your record.

Yours faithfully

For Emkay Global Financial Services Limited

BHALCHAND Digitally signed by BHALCHANDRA RA MADHAV MADHAV RAUL RAUL Date: 2025.12.10 13:38:10 +05'30'

B. M. Raul

Company Secretary and Compliance Officer

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EMKAY GLOBAL FINANCIAL SERVICES LIMITED CIN No. L67120MH1995PLC084899

Registered Office: T he Ruby, 7th Floor, Senapati Bapat Marg, Dadar (West), Mumbai - 400028. Website: www.emkayglobal.com | T: 022-66121212 | Fax: 022-66121299 | Email : [email protected]

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014).

Dear Member(s),

NOTICE IS HEREBY GIVEN that pursuant to the provisions of Section 110 read with Section 108 of the Companies Act, 2013 (“the Act”) read with Rule 22 of the Companies (Management and Administration Rules), 2014 (“the Rules”) (including any statutory modification(s) or re-enactment thereof for the time being in force), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) , Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India to the extent applicable read with the General Circular No. 14/ 2020 dated April 8, 2020, General Circular No. 17/ 2020 dated April 13, 2020, read with other relevant circulars including General Circular No. 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs, Government of India (“MCA Circulars ”) and any other applicable laws and regulations, the Resolution set out below is proposed to be passed by the Members of Emkay Global Financial Services Limited ( “the Company” ) by way of Postal Ballot, only by electronic voting (e-voting) process.

The proposed Special Resolution along with the Explanatory Statement pursuant to Section 102(1) and other applicable provisions of the Act read with the Rules setting out the material facts relating to the Resolution proposed in this Postal Ballot Notice and additional information as required under the SEBI Listing Regulations and circulars issued thereunder and reasons thereof are given hereunder.

In compliance with the MCA Circulars, hard copy of the Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the members and the Postal Ballot Notice is being sent only through electronic mode to those members whose names appear in the register of members/records as received from Registrar and Share Transfer Agent and Depositories as on the cut-off date i.e. Friday, 5[th] December, 2025 .

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In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed there under and the MCA Circulars, the Company has extended only the remote e-voting facility to its members, to enable them to cast their votes electronically instead of submitting the postal ballot form. The instructions for remote e-voting are appended to the Notice.

The members can vote on the resolution through remote e-voting facility only. Assent or Dissent of the members on the resolution mentioned in the Notice would only be taken through the remote e-voting system as per the MCA Circulars.

The Board of Directors of the Company has appointed Mr. P. N. Parikh (Membership No. FCS 327) failing him Mr. Mitesh Dhabliwala (Membership No. FCS 8331) failing him Ms. Sarvari Shah (Membership No. FCS 9697) of M/s Parikh & Associates, Practicing Company Secretaries, Mumbai to act as Scrutinizer for conducting the Postal Ballot (remote e-voting) process in a fair and transparent manner.

In compliance with the provisions of Section 108 and other applicable provisions of the Act read with Rule 20 of the said Rules as amended from time to time and Regulation 44 of the SEBI Listing Regulations and the MCA Circulars, the Company is providing option of e-voting facility to all the Members of the Company. For this purpose, the Company has engaged the services of Central Depository Services (India) Limited (CDSL) to enable the Members to cast their votes electronically. Members desiring for e-voting are requested to read the Notes under the Section “E -Voting Procedure” to this Postal Ballot Notice.

The Scrutinizer shall after the conclusion of voting unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company. Upon completion of the scrutiny of the votes cast through remote e-voting, the Scrutinizer will submit his report to the Chairman/Managing Director of the Company and the result of the Postal Ballot will be announced not later than two working days from the conclusion of the Postal Ballot e-voting on or before Tuesday, 13th January, 2026. The said result along with the Scrutinizer’s Report will be displayed at Registered Office of the Company and uploaded on the Company’s website www.emkayglobal.com and the website of CDSL at www.cdslindia.com. The result will simultaneously be communicated to the BSE Ltd. and National Stock Exchange of India Ltd.

SPECIAL BUSINESS:

APPOINTMENT OF MR. AJAY MAHAJAN (DIN:05108777) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

To consider and if thought ft, to pass the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act ”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Schedule IV of the Act and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI Listing Regulations” ), as may be amended from time to time, any other applicable laws, the provisions of Articles of Association of the Company and subject to such other approvals and permission, as may be required, and pursuant to the recommendation of the Nomination, Remuneration and Compensation Committee, Mr. Ajay Mahajan (DIN: 05108777) who was appointed by the Board of Directors of the Company as an Additional Director designated as Non-Executive and Independent Director of the Company with effect from 1[st] December, 2025 and who meets the criteria for independence as provided in section 149(6) of the Act along with the Rules framed thereunder and regulation 16(1) of the SEBI Listing Regulations and who

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has submitted a declaration to the effect and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation to hold office for a term of five consecutive years with effect from 1[st] December 2025 upto 30[th] November, 2030.

RESOLVED FURTHER THAT the Board of Directors and/ or the Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things, as may be required to give effect to this resolution.”

Registered Office: The Ruby, 7th Floor, Senapati Bapat Marg, Dadar (West), Mumbai - 400028.

By Order of the Board of Directors For Emkay Global Financial Services Limited

Date : 28[th] November 2025 Place : Mumbai

B. M. Raul Company Secretary & Compliance Officer

NOTES FOR MEMBERS’ ATTENTION:

  1. The Explanatory Statement pursuant to the provisions of Section 102 and other applicable provisions of the Companies Act, 2013 (“ The Act ”) read with the Rules, setting out all material facts relating to the Resolution proposed in the Postal Ballot Notice and additional information as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, (“ SEBI Listing Regulations”), is annexed hereto and forms part of this Notice.

  2. The Ministry of Corporate Affairs ( “the MCA” ) vide its circulars, has permitted companies to conduct the postal ballot by sending the notice in electronic form only. Accordingly, physical copy of the postal ballot notice along with postal ballot form and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place through the process of remote e-voting only.

  3. The Postal Ballot Notice is being sent to the members only by email to Members whose names appear on the Register of Members/List of Beneficial Owners, as received from the Depositories [i.e. National Securities Depository Limited ( “NSDL” ) and Central Depository Services (India) Limited (“ CDSL” )] as on the close of business hours on Friday, 5[th] December, 2025 (“Cut-Off Date”), whose e-mail addresses are registered with the Depositories / Company’s Registrar & Transfer Agent viz ‘MUFG Intime India Private Limited’ in accordance with the provisions of the Act read with Rules made thereunder and MCA Circulars.

Members, who have not registered their email address can get their email address registered with the Depository Participant, with whom the demat account is maintained and Members holding shares in physical mode, may register their email address and mobile no. with Registrar and Transfer Agent of the Company by sending form ISR-1 and other relevant forms to MUFG Intime India Private Limited (Registrar and Share Transfer Agent) of the Company at C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400083 or at email id [email protected].

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  1. Members may also note that the Notice of the Postal Ballot will also be available on the Company’s website i.e. www.emkayglobal.com and may download the same from the website of the Company or website of CDSL or may request for the same from the Company / Registrar and Share Transfer Agent. The Company/Registrar and Share Transfer Agent of the Company shall forward the same to such members.

  2. The Cut-off date for the purpose of determining the eligibility to vote by electronic means and for reckoning voting rights shall be Friday, December 5, 2025 ( “Cut-off Date” ). Members holding equity shares of the Company as on the Cut-off Date (“Eligible Members”) only shall be entitled to vote through Remote e-Voting process in relation to the resolution specified in this Postal Ballot Notice. A person who becomes a Member after the Cut-off Date is not eligible to vote and should treat this Postal Ballot Notice for information purpose only.

  3. The Remote e-Voting period begins on Thursday, 11[th] December 2025, at 9:00 a.m. (IST) and ends on Friday, 9[th] January 2026 at, 5:00 p.m. (IST).

  4. The last date of the Remote e-Voting i.e. Friday, 9[th] January, 2026, shall be the date on which the resolution would be deemed to have been passed, if passed by the requisite majority. A Member need not use all his/her/its votes nor does he/she/it need to cast all his/her/its votes in the same way. In case of joint holders, the Member whose name appears higher in the order of names as per the Register of Members of the Company will be entitled to vote.

  5. All documents referred to in this Postal Ballot Notice and Statement setting out material facts will be available for inspection at the Registered Office of the Company between 11:00 a.m. to 2:00 p.m. on all working days except Saturday(s), Sunday(s) and Public Holiday(s) from the date of circulation of the Notice till the declaration of results of the Postal Ballot .

  6. For any queries in relation to voting through Postal Ballot or e-voting, members may contact Registrar and Transfer Agent (RTA) i.e. M/s. MUFG lntime India Private Limited, C 101, Embassy 247 Park, L B S Marg, Vikhroli (West), Mumbai - 400083. (Email: [email protected]. mufg.com) or write an email to CDSL on email id [email protected]

  7. Resolutions passed by the members through Postal Ballot /e-voting shall be deemed to have been passed as if the same have been passed at a General Meeting of the Members, if approved by the requisite majority on last date of receipt of e-voting i.e. Friday, 9[th] January, 2026.

  8. The Company is pleased to provide the e-voting facility to its eligible Members to exercise their right to vote by electronic means on the business specified in the Postal Ballot Notice. For this purpose, the Company has entered into an agreement with CDSL for facilitating voting through electronic means. The voting rights of the Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date, i.e. Friday, December 5, 2025.

  9. Procedure for E-Voting

  10. (i) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual Members holding securities in demat mode are allowed to vote by way of a single login credential, through their demat accounts / websites of Depositories / DPs.

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Pursuant to the SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, Login method for e-Voting for Individual Members holding securities in Demat mode is given below:

THE INTRUCTIONS TO THE MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:

  • Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

  • Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (i) The Remote e-voting period begins on Thursday, 11[th] December 2025 at 9.00 a.m. and ends on Friday, 9[th] January 2026 at 5.00 p.m . During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Friday, 5[th] December, 2025 (including those Members who are Members on the cut-off date and who may not receive this postal ballot notice due to non registration of their email address with RTA or the DPs, as applicable) may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

  • (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

  • Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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Pursuant to abovesaid SEBI Circular , Login method for e-Voting for Individual shareholders holding

securities in Demat mode CDSL/NSDL is given below:

securities in Demat mode CDSL/NSDLis given below:
Type of
shareholders
Login Method
Individual
Shareholders
holding securities
in Demat mode
withCDSL
depository
1) Users who have opted for CDSL Easi / Easiest facility, can login through
their existing user id and password. Option will be made available to reach
e-Voting page without any further authentication. The users to login to Easi
/ Easiest are requested to visit CDSL websitewww.cdslindia.comand click
on login icon & My Easy New (Token) Tab.
2) After successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companies where the evoting is in progress as per the
information provided by company. On clicking the evoting option, the user
will be able to see e-Voting page of the e-Voting service provider for casting
your vote during the remote e-Voting period. Additionally, there are also
links provided to access the system of all e-Voting Service Providers, so
that the user can visit the e-Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available
at CDSL websitewww.cdslindia.comand click on login & New System My
Easy New (Token) Tab and then click on registration option.
4) Alternatively,
the
user
can
directly
access
e-Voting
page
by providing Demat Account Number and PAN No. from an
e-Voting link available onwww.cdslindia.comhome page. The system will
authenticate the user by sending OTP on registered Mobile & Email as
recorded in the Demat Account. After successful authentication, user will
be able to see the e-Voting option where the e-voting is in progress and
also able to directly access the system of all e-Voting Service Providers.
Individual
Shareholders
holding securities
in demat mode
withNSDL
depository
1) If you are already registered for NSDL IDeAS facility, please visit the
e-Services website of NSDL. Open web browser by typing the following URL:
https://eservices.nsdl.comeither on a Personal Computer or on a mobile.
Once the home page of e-Services is launched, click on the “Benefcial
Owner” icon under “Login” which is available under ‘IDeAS’ section. A new
screen will open. You will have to enter your User ID and Password. After
successful authentication, you will be able to see e-Voting services. Click
on “Access to e-Voting” under e-Voting services and you will be able to see
e-Voting page. Click on company name or e-Voting service provider name
and you will be re-directed to e-Voting service provider website for casting
your vote during the remote e-Voting period.
2) If the user is not registered for IDeAS e-Services, option to register is
available athttps://eservices.nsdl.comSelect “Register Online for IDeAS
“Portal or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.
jsp

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Type of
shareholders
Login Method
Individual
Shareholders
holding securities
in demat mode
withNSDL
depository
3) Visit the e-Voting website of NSDL. Open web browser by typing the following
URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a
mobile. Once the home page of e-Voting system is launched, click on the
icon “Login” which is available under ‘Shareholder/ Member’ section. A new
screen will open. You will have to enter your User ID (i.e. your sixteen digit
demat account number hold with NSDL), Password/OTP and a Verifcation
Code as shown on the screen. After successful authentication, you will be
redirected to NSDL Depository site wherein you can see e-Voting page.
Click on company name or e-Voting service provider name and you will be
redirected to e-Voting service provider website for casting your vote during
the remote e-Voting period.
4) For OTP based login you can click onhttps://eservices.nsdl.com/
SecureWeb/evoting/evotinglogin.jsp.You will have to enter your 8-digit DP
ID,8-digit Client Id, PAN No., Verifcation code and generate OTP. Enter the
OTP received on registered email id/mobile number and click on login. After
successful authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on company name or e-Voting
service provider name and you will be re-directed to e-Voting service
provider website for casting your vote during the remote e-Voting period.
Individual
Shareholders
(holding securities
in demat mode)
login through
theirDepository
Participants (DP)
You can also login using the login credentials of your demat account through
your Depository Participant registered with NSDL/CDSL for e-Voting facility.
After Successful login, you will be able to see e-Voting option. Once you click
on e-Voting option, you will be redirected to NSDL/CDSL Depository site after
successful authentication, wherein you can see e-Voting feature. Click on
company name or e-Voting service provider name and you will be redirected
to e-Voting service provider website for casting your vote during the remote
e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type Helpdesk details
Individual Shareholders holding
securities in Demat mode with
CDSL
Members facing any technical issue in login can contact CDSL
helpdesk by sending a request athelpdesk.evoting@cdslindia.
comor contact at toll free no 1800 21 09911
Individual Shareholders holding
securities in Demat mode with
NSDL
Members facing any technical issue in login can contact NSDL
helpdesk by sending a request [email protected] call at
022-4886 7000 and 022- 2499 7000

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

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  • 1) The shareholders should log on to the e-voting website www.evotingindia.com.

  • 2) Click on “Shareholders” module.

  • 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

  • 4) Next enter the Image Verification as displayed and Click on Login.

  • 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

  • 6) If you are a first-time user follow the steps given below:

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----- Start of picture text -----

For Physical shareholders and other than individual shareholders holding
shares in Demat mode
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
• Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number sent by Company/
RTA or contact Company/RTA.
Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
Details recorded in your demat account or in the company records in order to login.
OR Date of • If both the details are not recorded with the depository or company, please
Birth (DOB) enter the member id / folio number in the Dividend Bank details field.
----- End of picture text -----*

  • (ii) After entering these details appropriately, click on “SUBMIT” tab.

  • (iii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • (iv) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

  • (v) Click on the EVSN for Emkay Global Financial Services Limited on which you choose to vote.

  • (vi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

  • (vii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

  • (viii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

  • (ix) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

  • (x) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

  • (xi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

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  • (xii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

(xiii) Additional Facility for Non – Individual Shareholders and Custodians – For Remote e-Voting only

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • The list of accounts linked in the login will be mapped automatically and can be delink in case of any wrong mapping.

  • It is mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

  • Alternatively Non-Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] and/or [email protected] if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

(xiv) PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

  1. For Physical shareholders - Please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), any other supporting documents by email to Company at [email protected] and/or M/s. MUFG Intime India Private Limited, the Registrar & Share Transfer Agent of the Company at [email protected]

  2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

  3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at the toll free no. 1800 21 09911. All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at the toll free no. 1800 21 09911.

  1. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date shall only be entitled to avail the facility of remote e-voting.

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ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 149, 150, 152 of the Companies Act, 2013 (“ The Act ”) read with the applicable Rules made thereunder, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”) and as recommended by the Nomination, Remuneration and Compensation Committee, the Board of Directors of the Company has appointed Mr. Ajay Mahajan (DIN:05108777) as an Additional Director designated as an Independent Director of the Company for a term of five consecutive years with effect from 1[st] December, 2025 upto 30[th] November, 2030 not liable to retire by rotation, subject to the approval of the Members and such other approvals and permissions, as may be required.

The Company has received a notice pursuant to section 160 of the Companies Act, 2013 from a member signifying its intention to propose the appointment of Mr. Ajay Mahajan as Director of the Company.

Mr. Ajay Mahajan has given his consent for appointment as an Independent Director of the Company and has also confirmed that he has not incurred any disqualification under Section 164 (2) of the Act. The Company has also received a declaration from Mr. Ajay Mahajan that he meets the criteria of independence as prescribed, both, under Section 149(6) of the Act and and regulation 16(1)(b) of the Listing Regulations and that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority.

Mr. Ajay Mahajan is eligible to be appointed as an Independent Director of the Company.

Brief Profle of Mr. Ajay Mahajan is as under :

  • Mr. Ajay Mahajan is B.E.(Hons) Electrical & Electronics Engineering from BITS, Pilani, MBA from FMS, Delhi and CFA from US CFA Institute.

  • Mr. Mahajan had been a seasoned CEO and board level executive with over three decades of leadership experience across commercial and wholesale banking, financial markets, credit ratings and fintech. He has served as MD & CEO of CARE Ratings, built and scaled the wholesale and institutional banking business at IDFC First Bank.

  • Mr. Mahajan is presently Managing Director & Partner, India, Silicon Road Ventures, an Atlanta based Commerce Tech focused family of funds, Co-Founder & CEO of BondNest Capital, an OBPP (Online Bond Platform Provider) for Fixed Income and is on the Board of Knowledge Realty Trust, a Blackstone Real Estate Investment Trust Company as an Independent Director.

He does not hold by himself or for any other person on a beneficial basis any shares in the Company.

Rational for Selection:

Mr. Ajay Mahajan possess the requisite knowledge, skills and experience in the area of business and financial markets which is as per the core skills identified by the Board.

Considering the balance skills, knowledge and experience on the Board, the Nomination, Remuneration and Compensation Committee has evaluated and reviewed the candidature of Mr. Ajay Mahajan and based on requisite competencies, qualifications, skillsets, experience, independence, ability to devote sufficient time and attention, has recommended his apointment to the Board.

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In the opinion of the Board, the appointment of Mr. Ajay Mahajan as an Independent Director on the Board of the Company will benefit and add value to the Board deliberations and the Company.

Inspection

A copy of the draft Letter of Appointment for Independent Directors, setting out terms and conditions of appointment of Independent Director is available for inspection at the Registered Office / Administrative Office of the Company, as provided in Note No. 8 of the notes to the Postal Ballot Notice.

Details required as per Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings are provided in Annexure - A to this Notice.

Except Mr. Ajay Mahajan being an appointee and his relatives, none of the other Directors, Key Managerial Personnel of the Company or relatives of Director/Key Managerial Personnel are in any way deemed to be concerned or interested financially or otherwise in the resolution set out at in the Notice.

The Board recommends the Special Resolution as set out in this Postal Ballot Notice for approval by the Members.

Registered Office: The Ruby, 7th Floor, Senapati Bapat Marg, Dadar (West), Mumbai - 400028.

By Order of the Board of Directors For Emkay Global Financial Services Limited

Date : 28[th] November 2025 Place : Mumbai

B. M. Raul Company Secretary & Compliance Officer

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ANNEXURE ‘A’

ANNEXURE TO THE POSTAL BALLOT NOTICE

[Pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India]

Sr. No. Name of the Director Mr. Ajay Mahajan
1 DIN 05108777
2 Age
58 years
3 Date of frst
appointment on the
Board
The Board vide its circular Resolution passed on November
28, 2025 approved the appointment of Mr. Ajay Mahajan
as an Additional Director designated as Non-Executive and
Independent Director of the Company, for a period of fve
years with efect from December 1, 2025 upto November
30, 2030, subject to the approval of the Members of
the Company.
4 Education
Qualifcations
Mr. Ajay Mahajan is B.E. (Hons) Electrical & Electronics
Engineering from BITS Pilani, MBA from FMS, Delhi and CFA
Charter from CFA Institute, USA.
5 Brief resume including
expertise in specifc
functional areas
Rich experience in the feld of commercial and wholesale
banking, fnancial markets, credit ratings, and fntech.
6 Terms and conditions
of appointment/ re
appointment
Appointment of Mr. Ajay Mahajan as an Independent Director of
the Company, not liable to retire by rotation, to hold ofce for a
period of fve years commencing from 1stDecember 2025 upto
30thNovember, 2030, subject to the approval the Members of
the Company.
7 Details of remuneration
sought to be paid
Mr. Ajay Mahajan is entitled to sitting fees for attending the
Meetings of the Board of Directors and Committees where he is
/ would be a member, including reimbursement of expenses for
attending Board/Committee meetings. In addition, he would be
entitled to Commission as permitted under the Companies Act,
2013 and as determined each year by the Board of Directors
within the limits approved by the Members of the Company.
8 Details of
remuneration last paid
(Fixed pay – FY 2024-25)
Not applicable

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9 Directorships held in
other companies
1. ASK Asset Management Private Limited
2. Silicon RD Ideation Labs Private Limited
3. Knowledge Realty Ofce Management
Services Private Limited
4. Bondnest Capital India Securities Private Limited
5. Finlabs India Private Limited
6. FICC Capital Private Limited
10 Chairmanship /
Membership of
committees of other
companies
Sr.
No.
Name of the
Company
Name of the
Committee
Member /
Chairman
1
Knowledge
Realty Ofce
Management
Services
Private Limited
Audit
Committee and
Nomination and
Remuneration
Committee
Chairman
2
ASK Asset
Management
Private Limited
Audit Committee
Chairman
11 Details of listed entities
from which the person
has resigned in the past
three years
Mr. Ajay Mahajan was MD and CEO in Care Ratings Limited
till 31/5/2022
12 Disclosure of
relationship with other
Directors and Key
Managerial Personnel
Mr. Ajay Mahajan is not related to any of the Directors or Key
Managerial Personnel of the Company.
13 Number of meetings of
the Board attended
NA
14 Number of Equity
Shares held in the
Company by himself or
on benefcial basis for
any other person as on
28th November, 2025
NIL

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