EMS LIMITED — AGM Information 2024

Sep 30, 2024

September 30, 2024

September 30, 2024
BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001	National Stock Exchange of India Limited Exchange Plaza, C-1, Block-G Bandra Kurla Complex, Bandra (E) Mumbai- 400 051
Scrip Code: 543983	NSE Symbol: EMSLIMITED

Subject: - Proceedings of the 14[th] Annual General Meeting held on September 30, 2024

Ref: Disclosure pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

Pursuant to the provisions of Regulation 30 read with Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), please find enclosed herewith the proceedings of the 14[th] Annual General Meeting (“AGM”) of the Company held on Monday, September 30, 2024 at 12:10 P.M. through Video Conferencing (“VC”).

The detailed voting results of all the businesses transacted at the AGM as set out in the AGM Notice along with the consolidated Scrutinizer’s Report as required under Regulation 44 of the SEBI LODR Regulations shall be submitted in due course of time.

Request you to take the same on your records.

Thanking you.

Yours faithfully,

For EMS Limited (formerly known as EMS Infracon Pvt Ltd )

Digitally signed ASHISH by ASHISH TOMAR TOMAR Date: 2024.09.30 17:12:00 +05'30' Ashish Tomar Managing Director & CFO DIN: 03170943

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BRIEF PROCEEDINGS OF THE 14[TH] ANNUAL GENERAL MEETING OF EMS LIMITED HELD ON SEPTEMBER 30, 2024

The 14[th] Annual General Meeting (“AGM” or “Meeting”) of the Members of EMS Limited (the “Company”) has been held today i.e. Monday, September 30, 2024 at 12:10 P.M. through Video Conferencing (“VC”) /Other Audio-Visual Means (“OAVM”), in accordance with the applicable provisions of Companies Act, 2013 (“Act”) read with the rules issued thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) and the General Circulars issued by the Ministry of Corporate Affairs & Securities and Exchange Board of India.

The proceedings of the AGM were deemed to be conducted at the Registered Office of the Company viz. 701, DLF Tower A, Jasola, New Delhi-110025, India which was the deemed venue for the AGM.

The following Directors and Officials of the Company, inter-alia attended the meeting:

1. Mr. Ramveer Singh, Chairman as well as Promoter Shareholder of the Company.

2. Mr. Ashish Tomar, Managing Director & Chief Financial Officer and Chairperson of Risk Management Committee & IPO Committee as well as Promoter Shareholder of the Company.

3. Mrs. Kritika Tomar, Whole-time Director and Chairperson of Corporate Social Responsibility Committee of the Company

4. Mr. Achal Kapoor, Non-Executive Independent Director

5. Mrs. Chetna, Non-Executive Independent Director and Chairperson of the Audit Committee of the Company

6. Mr. Mukesh Kumar Garg, Non-Executive Independent Director and Chairperson of the Nomination and Remuneration Committee of the Company

7. Ms. Swati Jain, Non-Executive Independent Director and Chairperson of Stakeholder Relationship Committee of the Company

8. Mr. Nand Kishore Sharma, Company Secretary and Compliance Officer of the

9. Company

The meeting started with the welcome address by Mr. Ramveer Singh, Chairman of the Company. Thereafter, the Chairman handed over the proceedings to Mr. Ashish Tomar, Managing Director and CFO of the Company.

Mr. Ashish Tomar, then informed that the sufficient members to form quorum attended the meeting through VC and were present throughout the meeting and accordingly the Meeting was called to order. He also introduced the Directors and KMPs present at the Meeting and also confirmed the presence of the Ms. Jyoti Arora, partner of Rishi Kapoor & Company, Statutory Auditors and Vikram Grover & Company, Secretarial Auditors, at the meeting through Video Conferencing.

Thereafter, Mr. Nand Kishore Sharma, Company Secretary, shared the modalities of the 14[th] AGM of the Company being held through VC/OAVM, on the platform provided by NSDL, in compliance with the circulars issued by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI). He also informed that the e-voting

results shall also be uploaded on the Investors Section of the Company’s website at www.ems.co.in, website of NSDL and disseminated to the Stock Exchanges (BSE Limited and National Stock Exchange of India Limited).

He further informed that only those members, who have not cast their votes via remote e-voting, can exercise their right to vote through e-voting at the AGM, which started at 12:10 P.M. and shall remain open for 15 minutes after the conclusion of AGM.

He further informed the members that Mr. Debabrata Deb Nath, Practicing Company Secretary, Partner, of M/s R&D Company Secretaries, has been appointed as Scrutinizer to scrutinize the remote e-voting process & e-voting at the AGM in a fair & transparent manner.

Subsequently, Mr. Ashish Tomar, Managing Director and Chief Financial Officer of the Company, addressed the members attending the meeting and shared about the Company’s performance, key highlights of financial performance during the financial year 2023-2024 and future opportunity of the industry in which Company operates its business.

Company Secretary informed the members that the Notice of the AGM along with the Audited Financial Statements of the Company and the reports of the Board of Directors and Auditors, including annexures thereof, for the Financial Year ended March 31, 2024, have been already circulated to members through electronic mode and has also been made available on the Company's website. With consent of the members, Statutory Auditor’s Report, Secretarial Auditor’s Report, Notice of AGM & Director Report, were taken as read.

Thereafter the following items of business as set out in the AGM Notice were taken up for the Shareholder’s approval:

Ordinary Business

**Item No. **	**Details of the Resolution **	**Type of Resolution **
**1. **	To consider and adopt the audited financial statements (including the consolidated financial statements) of the Company for the financial year ended March 31, 2024 together with the reports of the Board of Directors and Auditors thereon	Ordinary Resolutions
**2. **	To declare a Final Dividend of₹1.00 per equity shares of₹10 each, for the financial year ended 31stMarch 2024.	Ordinary Resolutions
**3. **	To appoint a director in place of Mr. Ashish Tomar (DIN: 03170943), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible offers himself for re-appointment.	Ordinary Resolutions

Special Business

Item No.	Details of the Resolution	Type of Resolution
**4. **	Ratification of Remuneration of M/s Jatin Sharma & Co, Cost Accountants (FRN No. 101845) Cost Auditor for the financial year 2024-25	Ordinary Resolutions

The Company Secretary then invited the members to express their views and ask questions, who had done prior registrations. After the members spoke, clarifications were provided by Mr. Ramveer Singh, Chairman of the Company, to the queries raised by the members.

The members were informed that the Consolidated voting results along with Scrutinizer’s Report will be declared within 2 Working days from the conclusion of AGM. and the same shall be simultaneously placed on the Company’s website and on the website of National Securities Depository Limited and shall also be communicated to BSE Limited and National Stock Exchange of India Limited.

The Chairperson then thanked all the Members for their attendance and participation at the AGM.

The meeting was thereafter concluded at 12:45 P.M. with a vote of thanks.