Your Directors are please to present their Thirty Second Report together with the Audited Financial Statements of your Company for the year ended 31^st March, 2026 ("FY 2026”).

Financial Results

An overview of the financial performance of your Company along with its Subsidiaries for the year ended 31^st March, 2026 is as under:

(' in Lakh)

Details of Material Changes from the end of the Financial Year till the date of this Report

No material changes and commitments have occurred after the closure of the Financial Year 2025-26 till the date of this Report, which would affect the financial position of your Company.

Transfer to Reserve

During the year under review, the Board of your Company decided not to transfer any amount to the General Reserve. An amount of ' 1,190.14 Lakh is proposed to be retained in Other Equity.

Dividend

The Board of Directors is pleased to recommend a Dividend of ' 1.50 (15%) per equity share of the face value of ' 10/- each for the year ended 31^st March, 2026. The dividend would be paid to all the Shareholders,

whose names appear in the Register of Members / Beneficial Holders list on the Record date i.e. Monday, 3^rd August, 2026. The Equity Dividend Outgo for the Financial Year 2025-26 would absorb approximately a sum of ' 392.83 Lakh (based on the equity shares as on 31^st March, 2026) resulting in a payout of 33.18% of the standalone net profit of the Company for the Financial Year 2025-26 [as against ' 1,023.20 Lakh comprising the dividend of ' 4.00 per Equity Share of the face value of ' 10 each for the previous year].

This Dividend is subject to approval of the Members at the forthcoming 32nd Annual General Meeting. As per the prevailing provisions of the Income Tax Act, 2025, the dividend, if declared, will be taxable in the hands of the Shareholders at the applicable rates.

Review of Operations

The information on operations of the Company is given in the Management Discussion and Analysis Report forming part of the Annual Report.

The Board of Directors is delighted to share the standalone and consolidated financial performance of the Company during Financial Year 2025-26, amidst a landscape of both challenges and opportunities.

Standalone

During the year under review, your Company recorded a total income of ' 36,719.10 Lakh as compared to ' 33,961.95 Lakh in the previous financial year, registering an increase of 8.12%. However, profit for the same period stands at ' 1,190.14 Lakh as compared to the profit of ' 5,891.28 Lakh in the previous financial year, representing a decline of 79.80%.

Consolidated

During the year under review, your Company recorded a total income of ' 39,628.76 Lakh as compared to ' 36,124.07 Lakh in the previous financial year, registering an increase of 9.70%. However, profit for the same period stands at ' 1,520.10 Lakh as compared to the profit of ' 5,683.06 Lakh in the previous financial year, representing a decline of 73.25% over previous year.

Subsidiary Companies

The Company has five Indian subsidiaries and one foreign subsidiary as on 31^st March, 2026.

A report on the performance and financial position of each of the Company's subsidiaries, is included in the Consolidated Financial Statements and the salient features of their financial statements and their contribution to overall performance of the Company as required under Section 129(3) of the Companies Act, 2013 ("the Act”) read with Rule 8(1) of the Companies (Accounts) Rules, 2014, is provided in Form AOC-1, annexed as an additional attachment to the Consolidated Financial Statements and forms part of this Annual Report.

The Company will make available the annual accounts of the Subsidiary Companies and the related information to any Member of the Company who may be interested in obtaining the same. The Annual Report of the Company and all its subsidiary Companies will also be available on the website of the Company i.e. www.emkayglobal.com. During the year under review, there were no changes in the Company's Subsidiary Companies.

Internal Financial Controls

Your Company has established adequate internal financial controls with reference to its financial statements, commensurate with the size, scale and complexity of its operations. It employs various industry-standard systems to support business processes and maintain its books of account. The transactional controls embedded within these systems ensure proper segregation of duties, appropriate authorization mechanisms and the maintenance of necessary supporting records.

These systems, along with the Standard Operating Procedures and controls, are periodically reviewed by Management. Furthermore, internal audits are conducted to assess the effectiveness of these controls, and the findings and recommendations of the Internal Auditors are reviewed by the Audit Committee of the Board of Directors, which oversees and ensures their timely implementation.

Your Company acknowledges that internal financial controls are subject to inherent limitations and therefore, cannot provide absolute assurance regarding the achievement of financial, operational and compliance objectives. Further, any evaluation of these controls for future periods is subject to the risk that they may become inadequate due to changes in circumstances or that the degree of adherence to established policies and procedures may decline over time.

Accordingly, the Company undertakes regular audits and periodic review processes to ensure that these controls remain effective and are continuously strengthened.

Your Company's Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These Accounting policies are reviewed and updated from time to time.

Statutory Auditor's certification on internal financial controls

Statutory Auditors of your Company viz. M/s S. R. Batliboi & Co., LLP, Chartered Accountants have examined the internal financial controls of the Company and have submitted an unmodified opinion on the adequacy and operating effectiveness of the internal financial controls over financial reporting as at 31^st March, 2026.

Management Discussion and Analysis Report

As required under Regulation 34(2) of SEBI Listing Regulations, a detailed review of the business performance, sectoral outlook, risks, and internal control adequacy of the Company and its businesses is given in the Management Discussion and Analysis Report, which forms part of the Annual Report.

Corporate Governance Report

The Company adheres to the principles of Corporate Governance mandated by the Securities and Exchange Board of India and has implemented all the prescribed stipulations thereof. As stipulated in Regulation 27, Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), a detailed report on Corporate Governance and the requisite Auditor's Certificate confirming compliance with the conditions of Corporate Governance, is appended as "Annexure A” and forms part of this Report.

Share Capital

Authorised Share Capital

The Authorized Share Capital of the Company stood at ' 50,00,00,000 (Indian Rupees Fifty Crore) divided into 5,00,00,000 equity shares of ' 10 (Indian Rupees Ten only) each.

Shares issued pursuant to exercise of stock options by the employees of the Company

During the year under review, the Company issued and allotted 2,65,439 equity shares to its eligible employees who have exercised their ESOP options under the Employees' Stock Option Plan-2007 and the Employees Stock Option Plan - 2018 of the Company.

Issue and allotment of convertible warrants

Employee Stock Options

During the year under review, based on the recommendations of the Nomination, Remuneration and Compensation Committee of your Company, 35,000 Options were granted to the eligible employees of the Company under Employee Stock Option Plan-2018 (“ESOP-2018").

The Company does not have any scheme to fund its employees to purchase the shares of the Company. No employee has been issued stock options during the year, equal to or exceeding 1% of the issued capital of the Company at the time of grant.

Employee Stock Option Plan-2007 (ESOP-2007) and ESOP - 2018 Schemes of the Company are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB & SE Regulations 2021) and there were no changes made to the above

Schemes during the year under review.

A Certificate from M/s Parikh & Associates, Practising Company Secretaries, Mumbai, Secretarial Auditors of the Company, pursuant to Regulation 13 of the SBEB & SE Regulations 2021 would be available for inspection by the Members through electronic mode.

Voting rights on the Shares issued to employees under the aforesaid Schemes are either exercised by them directly or through their appointed proxy. The details of the Employees' Stock Options as required under the SBEB & SE Regulations 2021 have been uploaded on the Company's website and can be accessed at the web-link: https://www.emkayglobal. com/ir-annual-general-meeting.

In terms of regulation 46(2)(za) of the SEBI Listing Regulations, the Company has uploaded ESOP-2007 and ESOP-2018 Schemes on its website and the same can be accessed at https://www.emkayglobal. com/ir-esop-schemes.aspx.

Non-Convertible Debentures

During the year under review, your Company raised an aggregate of ' 44.20 crore through issuance of second tranche of Senior, Unsecured, Listed, Rated, Transferrable, Redeemable Non convertible Debentures (NCDs) on private placement basis as mentioned hereunder:

With this further allotment of NCDs amounted to ' 44.20 crore, the aggregate value of NCDs issued and outstanding at ' 90.20 crore as on 31^st March, 2026.

As specified in the offer documents, the funds raised from issuance of NCDs were utilised for augmenting resources for the purpose of meeting working capital requirement and for general corporate purposes of the Company. Details of the end use of funds were furnished to the Audit Committee on a quarterly basis. The NCDs are listed on the debt market segment of BSE Limited. As on 31st March, 2026 there are no unlisted NCDs.

Your Company is in compliance with the applicable guidelines issued by Securities and Exchange Board of India and other applicable regulators in this regard.

There has been no default in making payments of interest on all the NCDs issued by the Company on a private placement basis. Further, there was no deviation/variation in use of proceeds raised from the object stated in the offer document. As on 31^st March, 2026, there was no unpaid/unclaimed interest on NCDs issued on a private placement basis.

Borrowings

In order to expand the business of the Company and to meet its increased financial requirements, particularly for working capital needs, the Board of Directors of the Company have subject to the approval of the Members of the Company, approved the increase in the overall borrowing limit from ' 500 crore to ' 1,000 crore.

Credit Ratings

Your Company believes that its credit rating and strong brand equity enables it to borrow funds at competitive rates. The credit rating details of the Company as on 31^st March, 2026 were as follows:

Particulars of Loans, Guarantee or Investment

Particulars of loans given, guarantees provided, and investments made during the Financial Year 2025-26, in accordance with the provisions of Section 186 of the Companies Act, 2013 read with the Rules made thereunder, are disclosed in the Notes No. 9 and 10 to the consolidated Financial Statements.

Loans and Advances

During the year under review, the Company has not given any loans and advances in the nature of loans to its Directors or subsidiaries or associate or to firms / companies in which Directors are interested and no such transactions were outstanding during the year.

Accordingly, the disclosure of particulars of loans / advances, etc., as required to be furnished in the Annual Accounts of the Company pursuant to Regulation 34(3) and 53 read with paragraph A of Schedule V of the SEBI Listing Regulations is not applicable to the Company.

Public Deposits

During the year under review, your Company has not accepted and/or renewed any public deposits in terms of the provisions of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended. The Company complies with the requirement of filing the requisite return with respect to amount(s) not considered as deposits.

Corporate Social Responsibility

The Company has evolved a Corporate Social Responsibility Policy and is actively practicing the same. The objectives of CSR Policy are to contribute to social and economic development of the communities in which the Company operates, to improve the quality of life of the communities through long term value creation for stakeholders and to generate, through its CSR initiatives, a community goodwill for the Company

and help reinforce a positive and socially responsible image of the Company as a corporate entity.

As per the computation made pursuant to the provisions of Section 135(5) of the Companies Act, 2013, an amount of ' 47,21,000/- (Rupees Forty Seven Lakh Twenty one Thousand only) was spent on CSR activities during the Financial Year 2025-26.

Further, in terms of the CSR Rules, the Chief Financial Officer of the Company has certified that the funds disbursed have utilised for the purpose and in the manner approved by the Board for Financial Year 2025-26.

Annual Report on CSR Activities

The Report on CSR activities in terms of Rule 8(1) of the CSR Rules as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as "Annexure B” and forms an integral part of this report.

CSR Committee

The Company has duly constituted a CSR Committee in accordance with Section 135 of the Companies Act, 2013 to assist the Board and the Company in Fulfilling the corporate social responsibility objectives of the Company.

The Committee presently comprises of the following Directors:

During the year under review, CSR Committee met once on 21^st May, 2025, details of which are provided in the Corporate Governance Report.

CSR Policy

The Corporate Social Responsibility Committee had formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) which was subsequently adopted by it and is being implemented by the Company.

The CSR Policy of the Company can be accessed at the web-link https://www.emkayglobal.com/policy-and-disclosures.aspx.

Board and Committees Board

As on 31^st March 2026, the Board of your Company consisted of 8 Directors comprising of a NonExecutive Chairperson, 3 Executive Directors, and 4 Independent Directors, of whom one is a woman Director.

Committees constituted by the Board of Directors

The Board Committees are in compliance with the requirements of the relevant provisions of applicable laws and statutes. The details of the Board Committees along with their composition, powers, terms of reference, etc. are given in the Report on Corporate Governance, which forms part of this Annual Report.

Audit Committee

The Committee comprises of five Directors viz. Mrs. Hutokshi Wadia (Chairperson of the Committee), Dr. Satish Ugrankar, Dr. Bharat Kumar Singh, Mr. Ajay Mahajan and Mr. Prakash Kacholia. Majority of the Members of the Committee are Independent Directors and possess strong accounting and financial management knowledge. The Company Secretary of the Company is the Secretary of the Committee.

All the recommendations of the Audit Committee were accepted by the Board.

Changes in Audit Committee Members during FY2026 and till the date of this report:

Mr. Anantha Dhananjaya ceased to be a Member of the Committee w.e.f. 11^th September, 2025;

Mr. Ajay Mahajan was inducted as a Member of the Committee w.e.f 15^th May, 2026.

Other Board Committees

The other Committees of the Board are Nomination, Remuneration and Compensation Committee, Stakeholder's Relationship Committee and Corporate Social Responsibility Committee. The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Annual Report.

Board Meeting, Extra-Ordinary General Meeting and Annual General Meeting

The calendar of the Board/Committee Meetings

and the Annual General Meeting is circulated to the Directors in advance to enable them to plan their schedule for effective participation at the respective meetings. Additional Board Meetings are convened by giving appropriate notice to address business exigencies. Apart from Meetings, at times, certain decisions are taken by the Board/Committee(s) through Circular Resolutions. All the decisions and urgent matters approved by way of Circular Resolutions/Circular Notes are placed and noted at the subsequent Board/Committee Meeting(s).

The Board of Directors met five times during the year under review i.e. on 21^st May 2025, 11^th August, 2025, 22^nd September, 2025, 31^st October, 2025 and 27^th January, 2026. The requisite quorum was present at all the Board Meetings. The maximum time gap between any two Meetings was not more than one hundred and twenty days. These Meetings were well attended. The 31^st Annual General Meeting (‘AGM') of the Company was held on 11^th August, 2025.

During the year under review, an Extraordinary General Meeting (‘EGM') of the Members was held on 17^th October, 2025 to approve the alteration in Article of Association of the Company and Issue and Allotment of Convertible Warrants on Preferential Basis.

Additionally, during the year under review, Members by way of Special Resolutions passed by means of postal ballots on 9^th January, 2026 and 21^st March, 2026, approved Appointment of Mr. Ajay Mahajan (DIN: 05108777) as an Independent Director of the Company and Appointment of Mr. Raunak Karwa (DIN: 08632290) as a Whole-Time Director designated as an Executive Director of the Company for a period of three years and payment of remuneration to him. The voting results were announced on 9^th January, 2026 and 23^rd March 2026, respectively and submitted to the Stock Exchanges where securities of the Company were listed.

Detailed information on the Meetings of the Board, its Committees, Postal Ballot, Extra-Ordinary General Meeting and the AGM is included in the Report on Corporate Governance, which forms part of this Annual Report.

Meetings of Independent Directors

The Independent Directors met once during the year under review on 16^th March, 2026.

The Meeting was conducted without presence of the Whole-time Directors, the Non-Executive Non-

Independent Directors, Chief Financial Officer or any other Management Personnel.

This Meeting is conducted in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to, inter-alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company, assess the quality, quantity and timeliness of flow of information between the Company Management & the Board and its Committees and free flow discussion on any matter that is necessary for the Board to effectively and reasonably perform their duties.

Directors and Key Managerial Personnel

Appointment/Re-appointment of Directors during FY2026 and up to the date of this report:

Appointment of Mr. Raunak Karwa (DIN: 08632290) as a Whole-Time Director designated as an Executive Director

Basis recommendation / approval of Nomination, Remuneration and Compensation Committee and the Board of Directors, the Members of the Company had approved appointment of Mr. Raunak Karwa (DIN: 08632290), as the Wholetime Director designated as an Executive Director with effect from 1^st February, 2026 to 31^st January, 2029 (both days inclusive), liable to retire by rotation.

Appointment of Mr. Ajay Mahajan (DIN:05108777) as an Independent Director of the Company

Basis recommendation / approval of Nomination, Remuneration and Compensation Committee and the Board of Directors, Mr. Ajay Mahajan (DIN: 05108777), was appointed as an Additional NonExecutive Independent Director of your Company, with effect from 1^st December, 2025.

The Members of the Company vide Special Resolution passed by means of postal ballot on 9^th January, 2026, accorded their approval for the appointment of Mr. Ajay Mahajan as an Independent Director of the Company w.e.f. 1^st December, 2025, for a period of 5 years. In terms of Section 149(13) of the Companies Act, 2013, Mr. Ajay Mahajan is not liable to retire by rotation.

During the year under review, Mr. A Dhananjaya, Independent Director, tendered his resignation and ceased to be a Director, of the Company w.e.f 11^th September, 2025.

The Company reaffirms that it has been in compliance with the requirements relating to the composition of the Board of Directors, including the minimum number of Independent Directors, as prescribed under Regulation 17 of the SEBI Listing Regulations, at all times during the year.

Retirement by rotation

Mr. S. K. Saboo, who retires by rotation and, being eligible, offer himself for re-appointment at the 32^nd Annual General Meeting of the Company scheduled to be held on 10^th August, 2026.

Completion of tenure of Dr. Satish Ugrankar as an Independent Director of the Company

Dr. Satish Ugrankar was appointed as an Independent Director of the Company pursuant to the provisions of Section 149 of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rules, 2014, by the Shareholders at the 22^nd Annual General Meeting of the Company held on 10^th August, 2016. His second term of five years will be concluded on 9^th August, 2026, upon which he will cease to hold office as an Independent Director of the Company with effect from 9^th August 2026.

Re-appointment of Independent Directors

No Independent Director of the Company is due for re-appointment in FY 2027.

Resignation of Independent Director(s)

During the year under review, except for Mr. A Dhananjaya, none of the Independent Directors of the Company resigned before the expiry of his / her respective tenure(s).

Declaration by Directors

All the Directors of the Company have confirmed that they are not disqualified from being appointed / continuing as Directors in terms of Section 164(2) of the Companies Act, 2013.

Declaration by Independent Directors

All the Independent Directors of the Company have given their respective declarations/disclosures under

Section 149(7) of the Companies Act, 2013 (‘Act') and Regulation 25(8) of the SEBI Listing Regulations. They have confirmed that they fulfill the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. They have also confirmed that they are not aware of any circumstance or situation, that exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar (‘IICA'). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

The Independent Directors of the Company are exempt from the requirement to undertake the online proficiency self-assessment test conducted by the IICA.

Performance Evaluation

In terms of provisions of the Companies Act, 2013 read with Rules issued thereunder and Regulation 25 of SEBI Listing Regulations and the Guidance note issued by SEBI vide Circular No. SEBI/HO/CFD/CMD/ CIR/P/2017/004 dated 5^th January, 2017 on Board Evaluation”, the Board has carried out an annual evaluation of its own performance and that of its Committees, and the performance of all the Directors individually, including Independent Directors, Chairman of the Board, Managing Directors and the Executive Director.

Feedback

Feedback was sought by way of a structured questionnaire covering various aspects of the Board's functioning, such as the adequacy of the composition of the Board and its Committees, Board Culture, Execution and Performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

values, vision and mission, adaptation to meet changing circumstances, knowledge and sensitivity of stakeholders' needs within and outside the Company.

Results of Evaluation

The results of the evaluation for the year under review were shared with the Board, the Chairman of respective Committees and individual Directors.

The Directors expressed their satisfaction with the evaluation process. During the year under review, NRC ascertained and reconfirmed that the deployment of “questionnaire” as a methodology, is effective for evaluation of performance of Board, Committees and Individual Directors.

Familiarisation Programme for Independent Directors / Non-Executive Directors

Your Company has put in place a structured induction and familiarization programme for all its Directors including the Independent Directors. The Company through such programmes familiarizes not only the Independent Directors but also any new appointee on the Board, with a brief background of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, operations of the Company, etc. They are also informed of the important policies of the Company including the Code of Conduct for Board Members and Senior Management Personnel and the Policy to Regulate, Monitor and Report, Trading by Insiders, etc.

The familiarization programme for Independent Directors in terms of Schedule V(C)(2)(g) of Regulation 34(3) of SEBI Listing Regulations is uploaded on the website of the Company and can be accessed through the following link: https://www.emkayglobal. com/policy-and-disclosures.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

1. In the preparation of the annual accounts for financial year ended 31^st March, 2026, the applicable accounting standards have been followed and there are no material departures in adoption of these standards.

2. The Directors have in consultation with the Statutory Auditors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and

Changes in Key Managerial Personnel

Retirement of Company Secretary and Compliance Officer

Subsequent to the year end, the Board at its Meeting held on 15^th May, 2026, noted and approved the retirement of Mr. Bhalchandra Raul

(ICSI Membership No. F1800), Company Secretary of the Company, with effect from close of office hours on 15^th May, 2026, pursuant to his reaching the age of Superannuation and consequent cessation as Compliance Officer of the Company under SEBI Listing Regulations and also as the Key Managerial Personnel and Senior Management Personnel of the Company.

The Board expressed deep appreciation of Mr. Raul's immense contribution and valuable services during his long association with the Company.

Appointment of Company Secretary

The Board at its Meeting held on 15^th May, 2026, also approved the appointment of Mr. Nishant S. Shirke (ICSI Membership No. A23753), as the Company Secretary of the Company and Compliance Officer under SEBI Listing Regulations designated as "Company Secretary and Compliance Officer” who shall also be a Key Managerial Personnel and part of the Senior Management Personnel with effect from 16^th May, 2026.

Nomination and Remuneration Policy

Your Company has adopted the Nomination and Remuneration Policy which, inter alia, include criteria for determining qualifications, positive attributes and independence of a Director.

Policy mentioned above includes the criteria for determining qualifications, positive attributes and independence of a Director, identification of persons who are qualified to become Directors and who may be appointed in the Senior Management Team in accordance with the criteria laid down in the said Policy, succession planning for Directors and Senior Management.

Policy also sets out the approach to Compensation of Directors, Key Managerial Personnel and other employees in the Company.

Policies mentioned at above is available on the website of the Company and can be accessed in the Investor Relations section at the Web-link: https:// www.emkayglobal.com/policy-and-disclosures.

Auditors

Statutory Auditors and Auditors' Report

M/s S. R. Batliboi & Co. LLP, Chartered Accountants, bearing Firm Registration Number 301003E/E300005 with the Institute of Chartered Accountants of India

(ICAI), were re-appointed as the Statutory Auditors of the Company on expiry of their first term at the 28^th Annual General Meeting (AGM) held on 8^th August, 2022 for a second term of five years commencing from the conclusion of the 28^th AGM till the conclusion of the 33^rd AGM of the Company.

M/s S. R. Batliboi & Co. LLP, Chartered Accountants have confirmed their eligibility and qualification required under Sections 139 and 141 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force as statutory auditors.

In terms of the SEBI Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

There are no qualifications or observations or adverse remarks made by the Auditors in their report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Parikh & Associates, Practising Company Secretaries, Mumbai to carry out Secretarial Audit of the Company for a term of five (5) consecutive financial years, commencing from Financial Year 2025-26 to Financial Year 2029-30.

The Secretarial Audit Report received from them is appended as "Annexure C” and forms part of this report.

There are no adverse remark, qualification, reservation or disclaimer in the Secretarial Audit Report.

Secretarial Audit of Material Unlisted Indian Subsidiary

As per Regulation 24A of the SEBI Listing Regulations, a listed company is required to annex a secretarial audit report of its material unlisted subsidiary (ies) to its Directors' Report.

The Secretarial Audit Report of material subsidiary of the Company i.e. Emkay Fincap Limited, for the Financial Year ended 31st March, 2026, is annexed herewith as "Annexure D”.

Internal Auditors

As per the requirement of Section 138 of the

Companies Act, 2013 and rules made there under, M/s. Lovi Mehrotra & Associates, Chartered Accountants, Mumbai, were Re-appointed as the Internal Auditors of the Company for the financial year 2025-2026.

The internal control systems are supplemented by extensive internal audits, regular reviews by management and standard policies and guidelines to ensure the reliability of financial and all other records to prepare for the preparation of financial statements and other data. The Management Information System (MIS) forms an integral part of the Company's control mechanism. The Company has regular checks and procedures through internal audit periodically. The reports are deliberated and executive summary of the same along with Action Taken Report (ATR) for steps taken by the Management to address the issues are placed before the Audit Committee Meeting / Board Meeting for their review. Reports of internal auditors are reviewed by the Audit Committee, and corrective measures, if any, are carried out towards further improvement in systems and procedures in compliance with Internal Control System. The Board also recognizes the work of the auditors as an independent check on the information received from the management on the operations and performance of the Company.

Cost Records and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013, are not applicable in respect of the business activities carried out by the Company.

Reporting of Fraud

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which need to be mentioned in this Report.

Particulars of Contracts or Arrangements with Related Parties

All contracts/arrangements/transactions entered into by the Company during the Financial Year with Related Parties were in the ordinary course of business and on an arm's length basis. During the year under review, your Company had not entered into any contract/arrangement / transaction with Related Parties which could be considered material

in accordance with the Policy on Related Party Transactions.

Pursuant to Section 134 (3) (h) read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, there are no transactions to be reported under Section 188 (1) of the Companies Act, 2013. A confirmation to this effect as required under Section 134(3)(h) of the Companies Act, 2013 is given in Form AOC-2 as "Annexure E”, which forms part of this Annual Report. Accordingly, the disclosure of Related Party Transactions, as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company.

The Policy on Related Party Transactions as approved by the Board of Directors of the Company is uploaded on the website of the Company and same can be accessed on the web-link: https://www.emkayglobal. com/policy-and-disclosures.

Further details on the transactions with Related Parties are provided in the accompanying Financial Statements.

Vigil Mechanism / Whistle Blower Policy

The Company has implemented a Whistle Blower / Vigil Mechanism Policy to deal with instances of fraud and mismanagement, if any. The policy also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in all cases.

The Whistle Blower Policy has been widely disseminated within the Company. The Policy is available on the website of the Company under the link https://www.emkayglobal.com/policy-and-disclosures. There were no complaints received during the Financial Year 2025-26.

The Audit Committee is apprised of the vigil mechanism on a periodic basis. During the year, no person was denied access to the Chairperson of the Audit Committee. A quarterly report on the whistle blower complaints is placed before the Audit Committee for its review.

Particulars of Employees and related disclosures

Details of employees who were in receipt of remuneration of not less than ' 1,02,00,000 during the year ended 31^st March, 2026 or not less than ' 8,50,000 per month during any part of the year, as required under provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3)

of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be made available in electronic mode upon request sent at the Email ID: secretarial@emkavglobal.com during the 21 days preceeding the AGM.

Disclosures with respect to the remuneration of Directors, Key Managerial Personnel and Employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in "Annexure F”.

Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act”)

The Company is committed to provide a safe, secure, and dignified work environment for all its employees, free from any form of sexual harassment. In accordance with the provisions of the POSH Act and the Rules made thereunder, the Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace 2013.

The Company has constituted an Internal Complaint Committee ("ICC”) under Section 4 of the POSH Act. Pursuant to Section 22 of the POSH Act, the Board of Directors hereby confirms that during the Financial Year 2025-26, no complaint of sexual harassment was filed, disposed of, or remained pending before the ICC for a period of more than ninety days.

All employees (permanent, contractual, temporary and trainees) are covered under POSH Policy. The Policy has been widely communicated internally.

Disclosure of Maternity Benefit Compliance

The Company complies with the provisions of the Maternity Benefit Act, 1961, and provides maternity benefits to eligible women employees as per the Maternity Benefit Act, 1961.

Adequate facilities and support are provided in line with statutory requirements.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo required under Section 134 (3) (m) read with Rule 8(3) of the Companies (Accounts)

Rules, 2014 is attached as “Annexure G” and forms part of this Report of the Board of Directors.

Leveraging Digital Technology

The Company continues to leverage digital technology to enhance customer experience, operational efficiency, and scalability across its businesses. During the year, key digital initiatives focused on strengthening client-facing platforms, improving onboarding journeys, and enhancing backend systems for real-time visibility and faster turnaround times.

Digital engagement channels and CRM capabilities were further enhanced to improve client communication and service delivery, while continued investments were made in cybersecurity and frameworks to ensure resilience and regulatory adherence.

These initiatives contributed to measurable improvements, including enhanced platform performance, improved turnaround times across operations, and stronger client engagement through digital channels.

Business Risk Management

Pursuant to section 134(3)(n) of the Companies Act, 2013 and as per provisions of the SEBI Listing Regulations, 2015 as amended, the Company has adhered to the principles of sound risk management and already has a Risk Management Policy in place. An ongoing exercise is being carried out to identify, evaluate, manage and for monitoring ofboth business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. The details of the same are set out in the Corporate Governance Report forming part of the Board of Directors' Report.

Policies

The details of the Key Policies adopted by the Company is attached as "Annexure H” and forms part of this Report of the Board of Directors.

Compliance with the Provisions of Secretarial Standard - 1 and Secretarial Standard - 2

The Directors have devised proper systems to ensure compliance with the provisions of the Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, issued by the Institute of Company

Secretaries of India ("ICSI”) and such systems are adequate and operating effectively.

Transfer of Unclaimed Dividend Amounts and the corresponding shares to Investors Education and Protection Fund

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, the Company has transferred on due dates, the unpaid or unclaimed dividends up to the financial year 2017-2018 to the Investor Education and Protection Fund (IEPF) established by the Central Government. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded on its website the details of unpaid and unclaimed amounts lying with the Company.

The Company sends advance communication to the concerned shareholders at their address registered with the Company and publishes notices in newspapers, requesting them to take appropriate action to claim unclaimed dividend and the shares due for transfer to IEPF.

Despite these efforts, an amount of ' 2,16,374/-relating to Final dividend of FY 2017-18 which remained unclaimed for a period of seven years were transferred to the IEPF in accordance with the provisions of the Act.

Further, in terms of the provisions of Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, 15,109 shares in respect of which dividend had not been paid or claimed for seven consecutive years or more as provided under subsection (6) of Section 124 have been transferred to the Special Demat Account of IEPF Authority as on 31st March, 2026.

The details of total amount(s) lying in unpaid dividend account of the Company for last seven years and due to be transferred to IEPF, is mentioned in the Report on Corporate Governance, forming part of this Annual Report.

Annual Return

Pursuant to the provisions of Section 134(3)(a) read with Section 92(3) of the Act and Rule 12 of the

Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended 31st March, 2026 in the prescribed Form MGT-7 is available on the website of the Company and can be accessed at https://www. emkayglobal.com/ir-annual-general-meeting.aspx.

Disclosure pertaining to Insolvency & Bankruptcy Code

There were neither any applications filed by or against the Company nor any proceedings were pending under the Insolvency and Bankruptcy Code, 2016 (“IBC”) during the year under review.

General

Neither the Managing Directors nor the Executive Director received any remuneration or commission from any of the subsidiaries of your Company.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions / events on these items during the year under review:

a. There was no issue of equity shares with differential rights as to dividend, voting or otherwise;

b. There was no issue of sweat equity shares to the employees of the Company under any scheme, save and except Employee Stock Option schemes referred to in this Report;

c. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operation in future.

d. There has been no change in the nature of business of your Company.

e. The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

f. There was no revision of financial statements and Board's Report of the Company during the year under review.

g. There was no buy-back of the equity shares during the year under review.

h. There was no suspension of trading of securities of the Company on account of corporate action or otherwise.

Acknowledgement

Your Directors would like to take this opportunity to express sincere gratitude to the customers, bankers and other business associates for the continued cooperation and patronage. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Government, Regulatory Bodies and the Stock Exchanges.

Your Directors place on record their deep appreciation for the exemplary contribution made by the employees at all levels. The Directors also wish to express their gratitude to the valued shareholders for their unwavering trust and support.