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EMS LIMITED Board/Management Information 2025

Sep 3, 2025

59827_rns_2025-09-03_0964acf6-0181-40af-b114-b9d4520c3c16.pdf

Board/Management Information

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September 03[rd] , 2025

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BSE Limited National Stock Exchange of India
Phiroze Jeejeebhoy Towers, Limited
Dalal Street, Exchange Plaza, C-1, Block-G
Mumbai- 400 001 Bandra Kulra Complex,
Bandra (E)
Mumbai- 400 051
Scrip Code: 543983 NSE Symbol: EMSLIMITED
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Sub: Outcome of Board Meeting held on September 03[rd] , 2025

Dear Sir/Madam,

We would like to inform that pursuant to Regulations 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the Board of Directors of the Company has, at its meeting held today, i.e. September 03[rd] , 2025, transacted the following business:

- Appointment/Re appointment of Statutory Auditor, Secretarial Auditor, Cost

Auditor & Tax Auditor of the company

On the recommendation of the Audit Committee, Board of Directors considered and approved the following:

  • Appointment of M/s. R & D, Company Secretaries, a peer reviewed firm of Practicing Company Secretaries having Peer Review Certificate No.1403/2021, as Secretarial Auditor of the Company, for a term of 5 consecutive years commencing from the FY 2025-26 up to FY 2029-30, subject to the approval of the shareholders at the ensuing 15[th] Annual General Meeting of the Company;

  • Appointment of M/s. Ajay K. Kapoor & Company, Chartered Accountants (FRN: 013788N) as Statutory Auditors of the Company, for a period of 5 (Five) consecutive years from the conclusion of the 15[th] Annual General Meeting till the conclusion of the 20[th] Annual General Meeting, subject to the approval of the shareholders at the ensuing 15[th] Annual General Meeting of the Company.

  • Re-appointment of M/s. Jatin Sharma & Co., Cost Accountants, having Firm Registration Number 101845, as Cost Auditors of the Company for the financial year 2025-26;

  • Appointment of M/s. Ajay K. Kapoor & Company, Chartered Accountants (FRN: 013788N) as Tax Auditors of the Company for the financial year 202526.

Fixation of Record Date for the payment of final Dividend for the financial year 2024-25

This is in reference to our earlier intimation dated May 28, 2025, wherein we had informed that the Board of Directors of EMS Limited (‘the Company’) at its Meeting

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held on May 28, 2025 had recommended a final dividend of ₹1.50 per equity Share of the face value of ₹10 each (i.e., @ 15%) for the financial year ended March 31, 2025, subject to obtaining shareholders’ approval at the ensuing Annual General Meeting (‘AGM’).

Pursuant to the Regulation 42 of SEBI Listing Regulations, it is hereby informed that the Company has fixed Friday, 19[th] September, 2025 as ‘Record Date’ for the purpose of determining entitlement of the members of the Company to receive Dividend of Rs. 1.50 (@ 15%) per Equity Share having face value of Re. 10/- each fully paid-up for the financial year 2024-25. The said Dividend, if declared by the shareholders at the ensuing AGM, shall be paid within 30 days from the date of its declaration, subject to deduction of tax at source, as applicable.

Fixation of Day, Date, Time & Venue of 15[th] Annual General Meeting

The Board has also approved the proposal to convene 15[th] Annual General Meeting of the Company on Monday, 29[th] September, 2025 at 12:00 P.M. through Video Conferencing / Other Audio Visual Means in accordance with the applicable circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.

The detailed disclosures as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, are enclosed herewith.

The meeting of the Board of Directors commenced at 3:00 p.m. (IST) and concluded at 03:40 p.m. (IST).

The above information will also be hosted on the website of the Company i.e https://www.ems.co.in.

Kindly take the above information on your records.

Thanking you,

Yours faithfully,

For EMS Limited (Formerly known as EMS Infracon Private Limited)

ASHISH Digitally signed by ASHISH TOMAR TOMAR Date: 2025.09.03 16:02:16 +05'30' Ashish Tomar Managing Director and CFO DIN: 03170943

Encl: As Above

Annexure

Details with respect to change in Auditors of the Company as required under Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Appointment of Statutory Auditor & Tax Auditor

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Sr. Particulars Statutory Auditor Tax Auditor
No.
1. Name of the Auditor M/s Ajay K. Kapoor & M/s Ajay K. Kapoor &
Company, Chartered Company, Chartered
Accountants (FRN: Accountants (FRN:
013788N) 013788N)
2. Reason for change viz. Appointment as Appointment as Tax
appointment, Statutory Auditor Auditor
resignation, removal,
death or otherwise
3. Date of appointment / Date of appointment Date of appointment
reappointment / 03 [rd] September, 2025 03 [rd] September, 2025
cessation (as applicable)
& term of appointment Terms of appointment Terms of
For a period of 5 years appointment
commencing from the For the financial Year
conclusion of 15 [th] 2025-26
Annual General Meeting
of the Company till the
conclusion of 20 [th]
Annual General Meeting
of the Company subject
to the approval of the
Shareholders of the
Company at the ensuing
i.e. 15 [th] Annual General
Meeting
4. Brief Profile M/s Ajay K. Kapoor & Company, Chartered
Accountants (FRN: 013788N) has proven track
record of successful execution of assignments
with due diligence of reputed companies in India.
They have vast experience in statutory audit,
Internal Audit, Tax Audit, Revenue Audit and
Stock Audit of manufacturing companies. The
Audit Firm is registered with the Institute of
Chartered Accountants of India (ICAI) and have
the valid Peer Review certificate.
5. Disclosure of Not Applicable Not Applicable
Relationship between
Directors
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Digitally signed ASHISH by ASHISH TOMAR TOMAR Date: 2025.09.03 16:02:44 +05'30'

Appointment of M/s R & D, Company Secretaries as Secretarial Auditor of the Company

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Sr. Particulars Details
No.
1. Name of the Auditor R & D, Company Secretaries
2. Reason for change viz. Appointment of M/s R&D Company
appointment, resignation, Secretaries (Unique Identification No.
removal, death or otherwise P2005DE011200) as the Secretarial
Auditors of the Company subject to the
approval of shareholders in the
ensuing Annual General Meeting
(“AGM”).
3. Date of appointment / Date of appointment
reappointment / cessation (as 03 [rd] September, 2025
applicable) & term of appointment
Terms of appointment
For a period of consecutive five (5)
years commencing from Financial Year
2025-26 to Financial Year 2029-30,
subject to the approval of the
shareholders of the Company in the
ensuing 15 [th ] Annual General Meeting.
4. Brief Profile M/s R&D Company Secretaries is a
firm of professionals providing
professional services in the field of
corporate planning & restructuring,
mergers & acquisitions, corporate
laws, corporate secretarial, NBFC,
SEBI related matters and corporate
advisory services. The firm is also peer
reviewed vide certificate issued by the
Institute of Company Secretaries of
India (“ICSI”).
The firm is well-equipped to carry out a
comprehensive Secretarial Audit in
accordance with the provisions of
Section 204 of the Companies Act,
2013.
Mr. Debabrata Deb Nath, Managing
Partner of M/s R&D Company
Secretaries is a Fellow member of ICSI
having around 15 years of experience
in providing services.
5. Disclosure of Relationship between Not Applicable
Directors
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ASHISH Digitally signed by ASHISH TOMAR Date: 2025.09.03 TOMAR 16:03:10 +05'30'

Re-appointment of M/s Jatin Sharma & Co., as Cost Auditor of the Company

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Sr. Particulars Details
No.
1. Name of the Auditor Jatin Sharma & Co., Cost Accountants
2. Reason for change viz. Re-appointment of M/s. Jatin Sharma
appointment, resignation, & Co., Cost Accountants,
removal, death or otherwise (FRN:101845), as Cost Auditors of the
Company
3. Date of appointment / Date of appointment
reappointment / cessation (as 03 [rd] September, 2025
applicable) & term of appointment
Terms of appointment
For the Financial Year 2025-26
4. Brief Profile Jatin Sharma & Co. is more than 15
years’ experience Cost Accountant firm
based in Delhi. The firm is engaged in
providing various services to its client
Inventory Valuation, Indirect Taxation,
Corporate Consultancy, Maintenance
of Cost Records Certification of
Records, Auditing, Special Audit,
Budgeting, and Business Process
Reengineering.
5. Disclosure of Relationship between Not Applicable
Directors
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Digitally signed ASHISH by ASHISH TOMAR TOMAR Date: 2025.09.03 16:03:24 +05'30'