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EMS LIMITED AGM Information 2025

Sep 5, 2025

59827_rns_2025-09-05_495370aa-b15e-4ac3-b5e4-8baa711ff7e6.pdf

AGM Information

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September 05[th] , 2025

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BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block-G
Dalal Street, Bandra Kurla Complex,
Mumbai- 400 001 Bandra (E)
Mumbai- 400 051
Scrip Code: 543983 NSE Symbol: EMSLIMITED
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Subject: - Notice convening the 15[th] Annual General Meeting of EMS Limited

Dear Sir/Madam,

Please find enclosed herewith the Notice of 15[th] Annual General Meeting of the Company scheduled to be held on Monday, September 29[th] , 2025 at 12:00 P.M. (IST) through Video Conferencing (VC)/ Other Audio Visual Means (OAVM).

Further, in pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of the SEBI LODR Regulations, the Company is pleased to provide remote e-voting facility to its members to cast their votes electronically on all resolutions set forth in the enclosed AGM Notice.

The cut-off date for determining the eligibility of Members to vote by remote e-Voting for the AGM is Monday, 22[nd] September, 2025.

The remote e-voting period shall commence on Friday, September, 26, 2025 (from 09:00 A.M. IST) and end on Sunday, September 28, 2025 (up to 05:00 P.M. IST ).

The remote e-Voting facility will also be available during the AGM for the members attending the AGM.

The Notice of the Annual General Meeting of the Company is also available on the website of the Company at www.ems.co.in.

Request you to take the same on your records.

Thanking you.

Yours faithfully,

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

ASHISH Digitally signed by ASHISH TOMAR Date: 2025.09.05 TOMAR 14:59:36 +05'30' Ashish Tomar Managing Director & CFO DIN: 03170943

Encl: As Above

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EMS LIMITED

(formerly known as EMS Infracon Private Limited)

CIN: L45205DL2010PLC211609 Regd. Office: 701, DLF Tower A, Jasola, New Delhi-110025 Corporate Office: C 88, Second Floor, RDC, Raj Nagar, Ghaziabad-201002, Uttar Pradesh Phone: +91 120 4235555 | +91 120 4235559 Email: [email protected] Website: www.ems.co.in

NOTICE

Notice is hereby given that the 15[th] (Fifteen) Annual General Meeting (‘AGM’) of the members of EMS Limited (‘the Company’) will be held on Monday, September 29[th] , 2025 at 12:00 P.M. through Video Conferencing (‘VC’) / Other Audio-Visual Means (‘OAVM’), to transact the following businesses:

ORDINARY BUSINESS:

  1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31, 2025 together with the reports of the Board of Directors and Auditors thereon and the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2025 and the Report of Auditors thereon.

  2. To declare a Final Dividend of 1.50 per equity shares of 10 each, for the financial year ended March 31, 2025.

  3. To appoint a director in place of Mrs. Kritika Tomar (DIN: 09777840), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers herself for reappointment.

  4. To consider appointment of M/s Ajay K. Kapoor & Company, Chartered Accountants as Statutory Auditors of the Company and to fix their remuneration

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Companies (Audit and Auditors) Rules, 2014 including any amendment(s), modification(s), variation(s) or reenactment(s) thereof, from time to time, the approval of the Members of the Company, be and is hereby accorded for the appointment of M/s Ajay K. Kapoor & Company, Chartered Accountants (ICAI Firm Registration No. 013788N) as Statutory Auditors of the Company to hold office for a period of 5 (five) consecutive years i.e. from the conclusion of 15[th] Annual General Meeting ("AGM") till the conclusion of the 20[th] AGM of the Company, at such remuneration and out of pocket expenses, as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors, on the basis of the recommendation of the Audit Committee of the Board of Directors of the Company.

RESOLVED FURTHER THAT the Board, including the Audit Committee of the Board or any other person(s) authorised by the Board or Audit Committee in this regard, be and are hereby severally authorised on behalf of the Company, to do all such acts, deeds, matters and things as they may, in their absolute discretion deem necessary or desirable for such purpose and with the power to the Board including the Audit Committee of the Board of Directors to settle all questions, difficulties or doubts that may arise in regard to the implementation of the aforesaid Resolution, including but not limited to determination of roles and responsibilities / scope of work of the Statutory Auditors, negotiating, finalising, amending, signing, delivering, executing the terms of appointment, including any contract or document in this regard, without being required to seek any further consent or approval of the Members of the Company."

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Annual Report 2024-25

EMS LIMITED

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SPECIAL BUSINESS:

  1. To appoint M/s R & D Company Secretaries, Practicing Company Secretaries, (Firm Registration Number P2005DE011200) as Secretarial Auditors of the Company for a period of 5 years

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’), read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force], and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and based on the recommendation of the Audit Committee and the approval of the Board of Directors of the Company, consent of the Members be and is hereby accorded for appointment of M/s R & D Company Secretaries, Practicing Company Secretaries, (Firm Registration Number P2005DE011200) as the Secretarial Auditor of the Company for a period of five (5) consecutive years, commencing on April 1, 2025, until March 31, 2030, to conduct Secretarial Audit of the Company and to furnish the Secretarial Audit Report.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to fix the annual remuneration plus applicable taxes and out of pocket expenses payable to them during their tenure as the Secretarial Auditors of the Company.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to take such steps and do all such acts, deeds, matters, and things as may be considered necessary, proper, and expedient to give effect to this Resolution.”

  1. To ratify the remuneration of Cost Auditor

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration, as approved by the Board of Directors and set out in the explanatory statement annexed to the Notice, to be paid to M/s Jatin Sharma & Co, Cost Accountants (Firm Registration Number: 101845), appointed as Cost Auditors of the Company, to conduct the audit of cost records of the Company for the financial year 2025-26, be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT the Board of Directors and Key Managerial Personnel of the Company be and are hereby severally authorised to do all such acts, matters, deeds and things and to sign all such documents, papers and writings as may be necessary, proper or expedient to give effect to this resolution.”

Regd. Office: By order of the board 701, DLF Tower A, Jasola For EMS LIMITED New Delhi-110025 (formerly known as EMS Infracon Private Limited) Email: [email protected] Website: www.ems.co.in Nand Kishore Sharma CIN: L45205DL2010PLC211609 Company Secretary & Date: September 03[rd] , 2025 Compliance Officer Place: Ghaziabad Membership No.: 72046

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NOTES

  1. Explanatory Statement: The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, setting out the material facts in respect of the business item no. 4,5 & 6 to be transacted at the Meeting is annexed hereto and forms part of the Notice.

  2. The relevant details with respect to the director seeking appointment/re-appointment at this AGM is annexed as Annexure-1 to this Notice as per the requirements of Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), as amended and the Secretarial Standards on General Meetings (‘SS-2’) issued by the Institute of Company Secretaries of India (‘ICSI’).

  3. Pursuant to the General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013”, General Circular Nos. 20/2020 dated May 5, 2020, 10/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024 in relation to “Clarification on holding of Annual General Meeting (‘AGM’) through Video Conferencing (VC) or Other Audio Visual Means (OAVM)”, (collectively referred to as “MCA Circulars”) the Company is convening its 15[th] Annual General Meeting through Video Conferencing (‘VC’)/Other Audio Visual Means (‘OAVM’), without the physical presence of the Members at a common venue. Further, the Securities and Exchange Board of India (‘SEBI’), vide its Circulars dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023, October 7, 2023 and October 3, 2024 (‘SEBI Circulars’) and other applicable circulars issued in this regard, has provided relaxations from compliance with certain provisions of the SEBI Listing Regulations, 2015. In compliance with the provisions of the Companies Act, 2013 (‘the Act’), the Listing Regulations, MCA Circulars and SEBI Circulars, the 15[th] AGM of the Company is being held through VC/OAVM on Monday, September 29[th] , 2025 at 12:00 p.m. IST. The deemed venue for the AGM will be the Registered Office of the Company, i.e., 701, DLF Tower A, Jasola New Delhi-110025.

  4. Pursuant to the provisions of the Companies Act, 2013, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the company. since this AGM is being held pursuant to the MCA circulars through VC/OAVM, the requirement of physical attendance of members has been dispensed with. Accordingly, in terms of the MCA circulars and the SEBI circulars, the facility for appointment of proxies by the members will not be available for this AGM and hence the proxy form, attendance slip and route map of AGM are not annexed to this notice.

  5. Institutional Members/ Corporate Members (i.e. other than individuals / HUFs / NRIs etc.) are required to send a scanned certified copy of their Board or governing body resolution / Authorisation etc., authorizing their representative to attend AGM through VC / OAVM on their behalf and to vote through remote e-voting. The said Resolution/ Authorization shall be sent to the Scrutinizer by email through its registered email address to [email protected] with a copy marked to [email protected].

  6. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company as on the cutoff date will be entitled to vote at the AGM.

  7. The attendance of the Members attending the AGM through VC/ OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

  8. The Members can join the AGM through VC/OAVM mode 30 (thirty) minutes before and after the scheduled time of commencement of the meeting, by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for up to 1,000 members on first-come first-served basis. The limit of 1,000 members will not include large Shareholders (i.e. Shareholders holding 2% or more of shareholding), Promoters/

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EMS LIMITED

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Promoters group, Institutional Investors, Directors, Key Managerial Personnel, the Chairperson of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction of first-come first-served basis.

  1. In compliance with the MCA Circulars and the SEBI Circulars, Notice of the AGM along with Annual Report for FY 2024-25 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that Notice and Annual Report for FY 2024-25 will also be available on the Company’s website www.ems. co.in, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on website of National Securities Depository Limited (agency for providing remote e-voting and e-voting facility) at www. evoting.nsdl.com.

  2. In case any member who desirous to obtain the physical copy of the Integrated Annual Report for the FY 2024-25 & notice of 15[th] AGM, he/she may send request to the Company by writing their DP Id and Client Id at [email protected].

  3. The Board of Directors at its meeting held on May 28, 2025, recommended a final dividend of 1.50/- Per equity share of 10/- each (15%). Further, the Board has fixed Friday, September 19[th] , 2025 as the “Record Date” for the purpose of determining entitlement of Members for the payment of final dividend for the financial year ended March 31, 2025, subject to approval of the shareholders at this Annual General Meeting.

  4. The dividend of 1.50 per equity share of the face value 10.00 each (i.e., 15%) for financial year ended March 31, 2025, if declared at the AGM, will be paid subject to Tax Deduction at Source (TDS) to those shareholders whose name(s) registered as Beneficial Owner upto the end of business hours on 19[th] September, 2025 as per the lists to be furnished by National Securities Depositories Limited and Central Depository Services (India) Limited.

  5. Shareholders may note that under the provisions of the Income-tax Act, 1961, as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company after 1[st] April 2020 shall be taxable in the hands of the shareholders. The Company shall, therefore, be required to deduct TDS/ WHT at the time of payment of dividend at the applicable tax rates. The rates of TDS/ WHT would depend upon the category and residential status of the shareholder. Members are requested to complete and/ or update their Residential Status, PAN, Category as per the Income Tax Act with their Depository Participants (‘DPs’) on or before Friday, September 19[th] , 2025 to enable the Company to determine the appropriate TDS/WHT applicable to the Member.

  6. Members holding Shares in electronic form are requested to update their Electronic Bank Mandate with their respective DPs for receiving dividend directly in bank account through Electronic Clearing system. As on 31[st] March, 2025, all Equity shares of the Company are in dematerialized form.

  7. Members wishing to claim dividends that remain unclaimed are requested to correspond with the Registrar and Share Transfer Agent of the Company, or to the Company Secretary at the Company’s corporate office. Members are requested to note that dividends that are not claimed within seven (7) years from the date of transfer to the Company’s unpaid dividend account, as per Section 124 of the Act, will be transferred to the Investor Education and Protection Fund (“IEPF”). Also, shares on which dividend remains unclaimed for 7 (seven) consecutive years will be transferred to the IEPF as per Section 124 of the Act and the applicable rules.

During the financial year 2024-25, There is no unclaimed dividend, which is required to be transferred to IEPF.

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The details of the unclaimed dividend as on March 31, 2025 and due date for transfer to IEPF is as follows:

Financial Year Date of
Declaration of
Dividend
Unclaimed Dividend
Amount as on
31st March, 2025
Due date for
transfer to IEPF
Interim Dividend for the
fnancialyear 2023-24
14-11-2023 48,377 20-12-2030
Final
Dividend
for
the
fnancialyear 2023-24
30-09-2024 12,186 05-11-2031
  1. Members are requested to intimate all changes pertaining to their bank details such as bank account number, name of the bank and branch details, MICR code and IFSC code, mandates, nominations, power of attorney, change of address, change of name, change of e-mail address, contact numbers etc., to their depository participant (DP). Changes intimated to DP will then be automatically reflected in the Company’s records which will help the Company and the Company’s Registrars and Share Transfer Agent, M/s. KFin Technologies Limited to provide efficient services.

  2. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified from time to time.

  3. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts or Arrangements in which Directors are interested under Section 189 of the Act, will be available electronically for inspection by the Members during AGM.

  4. The recording of the AGM or transcript shall also be made available on the website of the Company www.ems.co.in in the Investors Section, as soon as possible after the conclusion of AGM.

  5. SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131 dated July 31, 2023, and SEBI/HO/OIAE/ OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, read with Master Circular No. SEBI/HO/ OIAE/OIAE_IAD-1/P/ CIR/2023/145 dated July 31, 2023 (updated as on August 11, 2023), has established a common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in the Indian Securities Market.

  6. Nomination Facility: As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a member desires to cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form SH-14. Members are requested to submit the said form to their DPs.

  7. Scrutinizer: The Board of Directors has appointed Mr. Debabrata Deb Nath (FCS-7775; COP: 8612), Partner of M/s R & D Company Secretaries, Practicing Company Secretaries, as Scrutinizer to scrutinize the remote e-Voting and e-Voting at the AGM in a fair and transparent manner.

The Scrutinizer shall, immediately after the conclusion of voting at the AGM, unblock the votes cast through remote e-Voting and votes cast at the AGM, count the votes and make a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, and shall, within the stipulated timelines from the conclusion of the AGM, submit the report to the Chairman of the AGM or a person authorized by him in writing, who shall countersign the same. After receipt of the consolidated scrutinizer’s report either by Chairman of the AGM or by any person authorized by him in writing, the results of the voting shall be declared not later than two working days from conclusion of the Meeting and the resolutions shall be deemed to be passed on the AGM date

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subject to receipt of the requisite number of votes in favour of the respective resolutions. The results so declared and the scrutinizer’s report(s) shall be simultaneously placed on the Company’s website (https://www.ems.co.in) and on the website of NSDL and shall also be communicated to BSE Limited and National Stock Exchange of India Limited. Further, the results of the voting shall also be displayed on the notice board of the Company at its Registered Office as well as Corporate Office.

23. Speaker Shareholders: Members who would like to express their views or ask questions during the AGM may pre-register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID, PAN, mobile number at [email protected] between Wednesday, September 24, 2025 to Friday, September 26, 2025 . The Company reserves the right to restrict the number of questions and speakers depending on the availability of time or as appropriate for smooth conduct of the AGM. Further, the sequence in which the shareholders will be called upon to speak will solely be determined by the Company.

  1. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in demat form only, while processing service requests viz. Issue of duplicate securities certificate, claim from Unclaimed Suspense Account, Renewal/Exchange of securities certificate, Endorsement, Sub-division/Splitting of securities certificate, Consolidation of securities certificates/ folios, Transmission and Transposition. As on 31[st] March, 2025, all Equity shares of the Company are in dematerialized form.

1. Voting by Electronic Means:

  • Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) and the Circulars issued by the Ministry of Corporate Affairs dated 8[th] April, 2020, 13[th] April, 2020, 5[th] May, 2020, 13[th] January, 2021, 08[th] December, 2021, 14[th] December, 2021, 5[th] May, 2022, 28[th] December, 2022, 25[th] September, 2023 and 19[th] September 2024 the Company is pleased to provide remote e-Voting facility before the AGM and e-Voting facility at the AGM to its members to exercise their right to vote on all the resolutions proposed to be transacted at the AGM by electronic means.

For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency.

The facility of casting votes by a member using remote e-voting system as well as e-voting on the day of the AGM will be provided by NSDL.

The Members attending the AGM who have not already cast their vote by remote e-voting shall be able to exercise their right at the meeting. The Members who have cast their vote by remote e-voting prior to the Meeting may also attend the AGM but shall not be entitled to cast their vote again.

  • Any person, whose name is recorded in the Register of Beneficial Owners maintained by the depositories as on cut-off date of Monday, September 22[nd] , 2025 may cast their vote by remote e-Voting. A person who is not a member as on the cut-off date should treat this Notice for information purpose only. A person, whose name is recorded in the Register of Beneficial Owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-Voting before the AGM as well as remote e-Voting during the AGM.

Any person, who acquires shares of the Company and becomes member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. September 22[nd] , 2025 may obtain the login ID and password by sending an email to [email protected] by mentioning their DP ID and Client ID No. However, if you are already registered with NSDL for e-Voting then you can use your existing user ID and password for casting your vote. If you forget your password,

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you can reset your password by using “Forget User Details/Password” option available on www. evoting.nsdl.com.

  • A. The remote e-voting period begins on Friday, September 26, 2025 at 09:00 A.M. and ends on Sunday, September 28, 2025 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter.

  • B. The Members, whose names appear in the Register of Beneficial Owners as on the record date (cut-off date) i.e. Monday, September 22[nd] , 2025, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Monday, September 22[nd] , 2025.

  • C. The instructions of e-voting are as under:

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular 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.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders Login Method
Individual Shareholders 1. For OTP based login you can click on https://eservices.nsdl.
holding securities in com/SecureWeb/evoting/evotinglogin.jsp. You will have to
demat mode with NSDL. enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification
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 i.e. NSDL and you will be redirected
to e-Voting website of NSDL for casting your vote during the
remote e-Voting period.
2. Existing IDeAS user can visit the e-Services website of NSDL Viz.
https://eservices.nsdl.com either on a Personal Computer or on
a mobile. On the e-Services home page click on the “ Beneficial
Owner” icon under “Login” which is available under ‘IDeAS’
section, this will prompt you to enter your existing User ID
and Password. After successful authentication, you will be
able to see e-Voting services under Value added 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 i.e. NSDL and you will be re-
directed to e-Voting website of NSDL for casting your vote
during the remote e-Voting period or joining virtual meeting &
voting during the meeting.
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Type of shareholders Login Method
3. If you are not registered for IDeAS e-Services, option to register
is available at https://eservices.nsdl.com. Select “Register
Online for IDeAS Portal” or click at https://eservices.nsdl.com/
SecureWeb/IdeasDirectReg.jsp
4. 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 Verification 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 i.e. NSDL and
you will be redirected to e-Voting website of NSDL for casting
your vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting.
5. Shareholders/Members can also download NSDL Mobile App
“ NSDL Speede ” facility by scanning the QR code mentioned
below for seamless voting experience.
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Individual Shareholders holding securities in demat mode with CDSL

  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 Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

  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 or joining virtual meeting & voting during the meeting. Additionally, there is 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.

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Type of shareholders Login Method
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3. If the user is not registered for Easi/Easiest, option to register is
available at CDSL website www.cdslindia.com and click on login &
New System Myeasi 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 a e-Voting
link available on www.cdslindia.com home 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 evoting is in progress and also able to directly access
the system of all e-VotingService Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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. NSDL and CDSL.

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Login type Helpdesk details
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Login type Helpdesk details
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] or
call at 022 - 4886 7000
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.com or contact at toll free no. 1800 22 55 33

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. 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.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https:// eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

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  1. Your User ID details are given below :
Manner of holding shares i.e.
Demat(NSDL or CDSL) or Physical
Your User ID is:
a)
For Members who hold shares
in demat account with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID
is 12
thenyour user ID is IN30012**.
b)
For Members who hold shares
in demat account with CDSL.
16 Digit Benefciary ID
For example if your Benefciary ID is 12**
thenyour user ID is 12**
c)
For Members holding shares in
Physical Form.
EVEN Number followed by Folio Number registered
with the company
For example if folio number is 001 and EVEN is
101456 then user ID is 101456001
  1. Password details for shareholders other than Individual shareholders are given below:

  2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

  3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

  4. c) How to retrieve your ‘initial password’?

    • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

  5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

  6. a) Click on “ Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  7. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  8. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

  9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

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151 Financial Statements 303

  1. Now, you will have to click on “Login” button.

  2. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

  3. Now you are ready for e-Voting as the Voting page opens.

  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  5. Upon confirmation, the message “Vote cast successfully” will be displayed.

  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

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  1. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  2. In terms of SEBI circular 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

  1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

  2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

  3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

  4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

  1. Members will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

  2. Members are encouraged to join the Meeting through Laptops for better experience.

  3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

  5. Shareholders who would like to express their views/ask questions during the AGM may register themselves as a speaker and may send their request mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the company suitably.

  6. Any member who needs assistance before or during the AGM, may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre at [email protected].

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Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 & Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Item No. 4

M/s Rishi Kapoor & Company, Chartered Accountants (FRN:006615C), were appointed as Statutory Auditors of the Company in the 11[th] Annual General Meeting ("AGM") held on November 30[th] , 2021, for a period of 5 years to hold office from the conclusion of the 11[th] AGM till the conclusion of the 16[th] AGM to be held in the year 2026.

M/s Rishi Kapoor & Company, Chartered Accountants (FRN:006615C), have tendered their resignation from the position of Statutory Auditor w.e.f. August 12[th] , 2025 vide their resignation letter dated August 12[th] , 2025.

On account of resignation of M/s Rishi Kapoor & Company, based on the recommendation of the Audit Committee, the Board of Directors has, in its meeting held on September 03[rd] , 2025, proposed the appointment of M/s Ajay K. Kapoor & Company, Chartered Accountants (Firm Regn.no.: 013788N) as the Statutory Auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the 20[th] AGM of the Company to be held in the year 2030.

The details required to be disclosed under provisions of Regulation 36(5) of the SEBI LODR Regulations are as under:

Proposed fees payable to the Statutory Auditors: The remuneration proposed to be paid to the Statutory Auditors shall be commensurate with the services to be rendered by them during the said Tenure. Presently, the annual audit fee is proposed at ` 28,00,000 (Rupees Twenty-Eight Lakhs Only) plus applicable Goods and Service Tax and reimbursement of travelling and out of pocket expenses. However, the Board of Directors in consultation with the Audit Committee may revise the terms and conditions of the appointment, including remuneration, in such manner and to such extent as may be mutually agreed between the Statutory Auditors and the Board of Directors of the Company.

Term of Appointment: Appointment as Statutory Auditors of the Company for 5 years from the conclusion of the 15[th] AGM till the conclusion of 20[th] AGM of the Company.

In case of a new auditor, any material changes in the fees payable to such auditor from that paid to the outgoing auditor along with the rationale for such change: There is no material change in the annual audit fee proposed to be paid to the new auditors for the audit of the Company as compared to the annual audit fee being paid to the outgoing Statutory Auditors for the audit of the Company.

Basis of recommendation for appointment: The Audit Committee and the Board considered various parameters like market standing of the firm, clientele served, technical knowledge, industry experience, team structure, experience of the lead partner and team members, governance & competitiveness, capability to serve complex business landscape as that of the Company, etc. and found M/s Ajay K. Kapoor & Company to be best suited.

As required under section 139 of the Act, the Firm has given its consent to act as the Statutory Auditors of the Company and have also confirmed that the said appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.

None of the Directors and Key Managerial Personnel of the Company or their relatives, are in any way concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of this Notice.

The Board of Directors of the Company recommends the resolution as set out in the Item No. 4 of this Notice for the approval of the members of the Company as an Ordinary Resolution.

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Item No. 5

Pursuant to the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), every listed company and other specified class of companies, are required to annex with its Board’s report made in terms of Section 134(3) of the Act, a report on secretarial audit given by a company secretary in practice.

Furthermore, pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), every listed entity and its material Subsidiaries in India are required to conduct Secretarial Audit and annex the Secretarial Audit Report to its annual report.

Additionally, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, a listed entity shall appoint or reappoint Secretarial Auditor with the approval of its shareholders in its Annual General Meeting.

In view of the above, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on September 03[rd] , 2025, has approved the appointment of M/s R & D, Company Secretaries, (Firm Registration No. P2005DE011200) as the Secretarial Auditors of the Company for a period of five (5) consecutive years, commencing from April 1, 2025 to March 31, 2030 subject to approval of the Members at the Annual General Meeting.

The details required to be disclosed under provisions of Regulation 36(5) of the SEBI LODR Regulations are as under:

Proposed fees payable to the Secretarial Auditors: The proposed remuneration to be paid to the Secretarial Auditor for the financial year 2025-26 is ` 2,00,000/-. The said remuneration excludes applicable taxes and out of pocket expenses. The remuneration for the subsequent years of his term shall be fixed by the Board of Directors based on the recommendation of the Audit Committee of the Company.

Term of Appointment: Appointment as Secretarial Auditors of the Company for 5 years commencing from April 1, 2025 to March 31, 2030.

In case of a new auditor, any material changes in the fees payable to such auditor from that paid to the outgoing auditor along with the rationale for such change: There is no material change in the annual audit fee proposed to be paid to the new auditors for the audit of the Company as compared to the annual audit fee being paid to the outgoing Statutory Auditors for the audit of the Company.

Basis of recommendation for appointment: The Audit Committee and the Board considered various parameters like market standing of the firm, clientele served, technical knowledge, industry experience, team structure, experience of the lead partner and team members, governance & competitiveness, etc. and found M/s R & D Company Secretaries to be best suited.

Furthermore, M/s R & D, Company Secretaries has provided a confirmation that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India and hold a valid peer review certificate (1403/2021). M/s R & D, Company Secretaries has confirmed that they are not disqualified from being appointed as Secretarial Auditors and that they have no conflict of interest.

M/s R & D, Company Secretaries specializes in compliance audit and assurance services, advisory and representation services, and transactional services.

M/s R & D, Company Secretaries has provided its consent to act as the Secretarial Auditors of the Company and has confirmed that the proposed appointment, if made, will be in compliance with the provisions of the Act and the SEBI Listing Regulations. Accordingly, approval of the shareholders is sought for appointment of M/s R & D, Company Secretaries as the Secretarial Auditors of the Company.

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None of the Directors and Key Managerial Personnel of the Company or their relatives, are in any way concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of this Notice.

The Board of Directors of the Company recommends the resolution as set out in the Item No. 5 of this Notice for the approval of the members of the Company as an Ordinary Resolution.

Item No. 6

The Board of Directors of the Company based on the recommendation of the Audit Committee, has in its meeting held on September 03[rd] , 2025 approved the re-appointment of M/s Jatin Sharma & Co., Cost Accountants (FRN:101845) as Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year 2025-26 at a remuneration of Rs.1,00,000/- (Rupees One Lakh Only) and GST or other Govt. levies as may be applicable.

In accordance with the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), the remuneration payable to the Cost Auditors shall be fixed by the Board of Directors of the Company on the recommendation of the Audit Committee and the same shall be subsequently ratified by the members of the Company at a general body meeting. Accordingly, consent of the members is sought for ratification of the remuneration payable to the Cost Auditors for the financial year 2025-26.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item no. 6 of the Notice.

The Board of Directors recommends the resolution as set out at Item No. 6 of this notice for approval by the members of the Company by way of an Ordinary Resolution.

Regd. Office:

By order of the board 701, DLF Tower A, Jasola For EMS LIMITED New Delhi-110025 (formerly known as EMS Infracon Private Limited) Email: [email protected] Nand Kishore Sharma Website: www.ems.co.in Company Secretary & CIN: L45205DL2010PLC211609 Compliance Officer Date: September 03[rd] , 2025 Membership No.: 72046 Place: Ghaziabad

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Annexure-1

Details of Director seeking re-appointment at the 15[th] Annual General Meeting

(Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS-2 on General Meeting)

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Name of Director Mrs. Kritika Tomar
DIN 09777840
Husband Name Mr. Ashish Tomar
Date of Birth 02/02/1994
Age 31 Years
Date of first appointment on the Board of October 17, 2022
Directors of the Company
Address 14/120, Raj Nagar, Ghaziabad-201002, Uttar
Pradesh
Designation Whole-time Director
Education Postgraduate in MSc. Biotech
Business Administration
Nature of Expertise /Experience in specific
functional areas.
Relationships between the Directors inter-se Wife of Mr. Ashish Tomar, Managing Director &
Chief Financial Officer and Daughter in law of Mr.
Ramveer Singh, Chairman of the Company
No. of Board Meetings attended during the Please refer to the Corporate Governance Report
year which is an Integral part of this Annual Report
Terms and conditions of Appointment/ In terms of Section 152(6) of the Companies Act,
Reappointment 2013, Mrs. Kritika Tomar who was appointed as
Whole-time Director w.e.f. December 23, 2022, is
liable to retire by rotation.
Directorship held in other companies She does not hold any directorship in any other
entity.
She is a whole-time director of EMS Limited
Name of the listed entities from which the Nil
appointee has resigned in the past three
years
Committee Membership / Chairmanship of She is not a member of any committee of the Board
other companies in any other entity.
She is a member of the Stakeholders’ Relationship
Committee and Chairperson of the Corporate Social
Responsibility Committee of the Company.
Shareholding in the Company 5,000
(No. & %) (0.01%)
Details of Remuneration sought to be paid As per existing approved terms and conditions
Remuneration last drawn (including sitting ` 10 Lakhs Per Month
fees, if any)
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