Your directors have pleasure in presenting the 21^st Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31^st March 2024.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results:

The Company's performance during the year ended 31^st March, 2024 as compared to the previous financial year, is summarized below:

b. OPERATIONS:

There was no change in nature of the business of the Company, during the year under review.

c. DIVIDEND:

With a view to conserve resources, your Directors have thought it prudent not to recommend any dividend for the financial year under review.

d. UNPAID DIVIDEND & IEPF:

The Company has not transferred any amount to the Investor Education & Protection Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

e. TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserve.

f. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The performance and financial position/salient features of the financial statement of each of the subsidiaries, associates and joint venture companies for the year ended 31^st March 2024, and also the details of companies which have become or ceased as subsidiary, associates and joint ventures, during the year under review, if applicable, is given in Form AOC-1 and is attached and marked as Annexure I and forms part of this Report.

g. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

h. LOANS FROM DIRECTORS OR THEIR RELATIVES:

During the financial year under review, the Company has not borrowed any amount(s) from Directors or relative of Directors.

i. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The details of transactions/contracts/arrangements referred to in Section 188(1) of Companies Act, 2013 entered by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, are furnished in Form AOC-2 and is attached as Annexure II and forms part of this Report.

j. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure III which forms part of this Report.

k. ANNUAL RETURN:

The Company has a website, i.e., www.emapartners.in. and the annual return of the company has been published on such a website as per Section 92(3) of the Companies Act, 2013.

l. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

Full particulars of loans, guarantees and investments covered under Section 186 of the Companies Act 2013 provided during the financial year under review has been furnished in Annexure IV which forms part of this report.

m. MATERIAL CHANGES AFTER END OF YEAR:

The following are the changes that took place after the end of the financial year and prior to approval of the Directors Report for the Financial year 2023-24:

Following are the material changes in regard to the status of the Company and its share capital:

Considering the proposed business plans of the Company, the Board had at its meeting held on 11^th June 2024, approved and recommended to shareholders, the conversion of Company from a private limited company to a public limited company which was duly approved by the shareholders at their Extra-Ordinary General Meeting held on 12^th June 2024 along with the adoption of revised Articles of Association and the Memorandum of Association. Further, as on the date of this report, the Company has filed the necessary forms with the Registrar of Companies, Mumbai along with requisite fees for conversion of the Company and further awaits approval from the concerned authority.

Following are the material changes in regard to the Directors and Key managerial Personnel of the Company:

Mr. Vishwanathan Subramaniam (DIN:02651023) and Ms. Sangeetha Sudarshan (DIN: 02299863) resigned from Directorship of the Company with effect from 23^rd May 2024. The Board placed on record their sincere appreciation for the services rendered by Mr. Vishwanathan Subramaniam and Ms. Sangeetha Sudarshan during their tenure as Director of the Company.

Further, in regard to subsidiaries of the Company, the following are the material updates post end of the financial year:

1. Emagine People Technolotgies Private Limited (Emagine):

The Company held 99,000 equity shares of face value Re. 1/- each aggregating to 99% of the paid up-capital of Emagine during the period under review. Post comlpetion of the year, the Company acquired 1000 shares from existing minority shareholder and, thereby Emagine became a Wholly Owned Subsudiary of the Company w.e.f 10^th May 2024. As on the date of report, the Company owns 1,00,000 equity shares of Rs. 1 each aggregating to 100% of the paid up capital including 1 share held by nominee on behalf of EMA Partners India Private Limited.

2. James Douglas India Private Limited (James Douglas):

The Company held 99,000 equity shares of face value Re. 1/- each aggregating to 99% of the paid up-capital of James Douglas as on 31^st March 2024. Post comlpetion of the year, James Douglas bought back 1000 equity shares aggregating to 1% of the paid-up equity share capital and thereby becoming a Whollly Owned Subsuidiary of the Company.

Pursuant to the Buyback, James Douglas became a Wholly Owned Subsidiary of the Company with effect from 14 June 2024. Consequentially, 1 share was transferred to a nominee of the Company in order to comply with minimum number of members in James Douglas. As on the date of report, the Company owns 99,000 equity shares of Rs. 1/- each aggregating to 100% of the paid up capital including 1 share held by nominee on behalf of EMA Partners India Private Limited.

3. EMA Partners Executive Search Private Limited (EMAES):

The Company held 4,99,999 equity shares of face value Re. 1/- each aggregating to 90.09% of the paid up-capital of EMAES as on 31^st March 2024. Post comlpetion of the year, EMAES bought back 55000 equity shares aggregating to 9.9% of the paid-up equity share capital. Furthermore, 1 share held by a minority shareholder was acquired by the Company in the name of its nominee for complying with minimum shareholder requirements. Pursuant to the Buyback and aforesaid transfer, EMAES became a Wholly Owned Subsidiary of the Company with effect from 14 June 2024. As on the date of report, the Company owns 5,00,000 equity shares of Re. 1/- each aggregating to 100% of the paid up capital including 1 share held by nominee on behalf of EMA Partners India Private Limited.

Except as mentioned above, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

n. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate during the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year under review, the following changes were occurred:

Mr. Ravi Dharmarajan Swamy (DIN:10163272) was appointed as an Non-Independent Additional Director on the Board of the Company with effect from 12^th June 2023 liable to hold the office till the Annual General Meeting held during the year 2023. Further, Mr. Swamy’s appointment as the Director of the Company was approved by the shareholders at the Annual General Meeting convened during the year 2023.

In pursuance of expiraition of the tenure of appointment as a Managing Director of the Company, Mr. Krishnan Sudarshan (DIN: 01029826) was re-appointed as Managing Director for a period of five years with effect from 1^st April 2024 to 31^st March 2029.

Except as mentioned above, there was no change in the Board of Directors of the Company during the financial year under review and the changes after end of the financial year have been disclosed in the ‘Point m’ above.

The Company was not required to appoint any Key Managerial Personnel during the period under review.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS:

The Board of Directors met 13 times during the financial year ended 31^st March 2024 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The Company has complied with the applicable Secretarial Standards in respect of all the Board meetings.

b. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The provisions of Section 177 of the Act read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 were not applicable to the Company for the financial year under review.

c. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

d. CORPORATE SOCIAL RESPONSlBIUTY(“CSR”t:

The provisions of Section 135 of the Act and the Rules made thereunder are not applicable to the Company for the financial year under review. Hence, the Company has not developed and implemented any Corporate Social Responsibility initiatives during the financial year under review.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31^st MARCH 2024:

The observations/qualifications/disclaimers made by the Statutory Auditors in their report for the financial year ended 31^st March 2024 read with the explanatory notes therein are selfexplanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. A P Sanzgiri & Co., Chartered Accountants, the Statutory Auditors of the Company have been re-appointed for term of 5 years and they continue to be the Statutory Auditors of the Company till conclusion of Annual General Meeting held during the year 2026.

c. MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

d. SECRETARIAL AUDIT REPORT:

The provisions of Section 204 read with Section 134(3) of the Act are not applicable to the Company for the financial year under review since the Company does not have outstanding loans or borrowings from Banks or Public Financial Institutions amounting to Rs. 100 crores or more as on 31st March 2024.

e. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

5. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules,

2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

b. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2024, the Board of Directors hereby confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the Profit of the Company for that year;

iii. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts of the Company have been prepared on a going concern basis;

v. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

c. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 during the period under review. There were no complaints received during the period under review and there were no complaints outstanding during the start of the year and the end of the year.

d. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

e. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company had not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished for the period under review.

g. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

h. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

i. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT:

There was no instance of a onetime settlement with any Bank or Financial Institution.

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.