DIRECTOR REPORT

To,

The Members,

EMS LIMITED (Formerly known as EMS Infracon Private Limited)

Directors of the company feel the pleasure in presenting the 13^th Annual Report of the
company together with the Audited Financial Statement for the Financial Year ended 31^st
March, 2023.

1. FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY:

The Audited Financial performance of the Company for the year ended March31, 2023 is
summarized below:

2. OPERATIONS PERFORMANCE:

The Company has reported total revenue including other income of Rs.48891.72 Lakhs for
the current year as compared to Rs.34181.95 lakhs in the previous financial year. The Net
Profit for the year under review is amounted to Rs. 10318.54 lakhs as compared to
Rs.7515.71 lakhs in the previous year.

3. BUSINESS OPERATIONS:

The company is continuously growing at an envying pace in providing Engineering,
Procurement and contractor activities for various projects on turnkey basis. EMS specializes
in executing Water Supply & Sewerage Infrastructure Projects including Pipeline Networks,
Water Treatment Plants, Sewage Treatment Plants, Reservoirs, Pump houses etc. along with
complete Electro-Mechanical solutions.

The company has also evolved into Electrical contractors. The company undertakes turnkey
electrical works for all across India. We are specialized in constructing of 33/11 KV, 66/33
KV & 132/33 KV Substations, Internal / External electrification work, Erection, Testing &
Commissioning of the Transformers, HT/LT Panels, Bus Ducts and Rising mains,
Underground Trench less line, Overhead transmission lines and building automation system.

The company also provides EPC services for building and road works and has delivered
projects to clients successfully.

Timely completion and the quality of works executed by its team of professionals, have led to
all round growth of EMS.

4. TRANSFER TO RESERVE:

During the year under review, the company does not propose to transfer any amount to
the reserves.

5. DIVIDEND:

No dividend is recommended for the financial year 2022-23.

6. MATERIAL CHANGES IN BUSINESS OPERATIONS:

During the year under review, there has been no Material change in the business operations of
the Company.

There are no significant or material changes and commitments affecting the
financial position of the Company which has occurred in between the financial year
ended on 31^st March, 2023 and as on the date of the this Board Report.

7. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the company has not transferred any amount to Investor
Education and Protection Fund.

8. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

As on the March, 2023, the Company has the following Subsidiaries/Joint Venture/Associate
Companies:

The Statement pursuant to Section 129(3) of the Companies Act, 2013 in respect of these
subsidiaries in form AOC-1 is also attached herewith in Annexure A and forms a part of this
report.

9. DEPOSITS:

The Company has not invited or accepted any deposits from the public during the year ended
March 31, 2023. There were no unclaimed or unpaid deposits as on March 31, 2023.

10. SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute
of Company Secretaries of India (“ICSI”) as may be amended from time to time.

11. CAPITAL STRUCTURE:

The Authorized share capital of the company stands is Rs. 60,00,00,000/- (Rupees Sixty Crore
only) divided into 6,00,00,000 (Six Crore ) Equity Shares of Rs 10/- each.

During the Financial Year 2022-23, the Company has issued and allot 3,52,50,000 (Three
Crore Fifty Two Lakh Fifty Thousand) number of equity shares as Bonus Shares and after
allotment of Bonus Shares, the Issued, Subscribed and Paid up Share Capital of the Company
is Rs. 47,00,00,000/-(Rupees Forty Seven Crore only) divided into 4,70,00,000 (Four Crore
Seventy Lacs) Equity Shares of Rs 10/- each, fully paid-up. During the financial year 2022-23,
the Company has neither issued equity shares with differential rights as to dividends, voting or
otherwise nor has issued Sweat Equity shares. The Company does not have any Employee
Stock Option Scheme or Employee Stock Purchase Scheme.

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

In respect of conservation of energy, technology absorption and foreign exchange earnings
and outgo, as required under sub-section (3) (m) of Section 134 of the Companies Act, 2013
read with Rule (8)(3) of the Companies (Accounts) Rules, 2014, details are given as under:

(a) Conservation of Energy:

The Company has taken all proper measures to conserve energy through administrative
systems and procedures. Improvement in methods and techniques of energy conservation
and optimal utilization of energy in all operations has continued to be a focus area.

(b) Power and Fuel Consumption:

The Company has consumed power and fuel to the best utilization of resources. Therefore
no comments are required.

(c) Technology Absorption:

The provision of Clause B of Sub Rule (3) of Rule 8 of Companies (Accounts) Rules, 2014
are not applicable as the Company has not imported any technology during the year under

review.

(d) Foreign Exchange Earning and Outgo:

Foreign Exchange Earnings: NIL

(e) Foreign Exchange Earning and Outgo:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

13. DIRECTORS OR KEY MANAGERIAL PERSONNEL AND CHANGES AMONG THEM:

As on March, 2023, the Company had 08 (Eight) Directors, details of the same and changes in
directors or key managerial personnel of the Company during the financial year 2022-2023 is
mentioned in below table.

The Company has following Key Managerial Personnel as per the definition of Section 2(51)
read with Section 203 of the Companies Act, 2013, as on 31.03.2023.

* Mr. Ashish Tomar is appointed as Managing Director of the Company with effect from

23.12.2022.

* Mr. Ramveer Singh is appointed as Chairman of the Company with effect from
23.12.2022.

* Mrs. Kritika Tomar is appointed as Whole-time Director of the Company with effect
from 31.12.2022 in the Extra-Ordinary General Meeting.

As on the date of the Board Report, the Company is having the following Key Managerial
Personnel as per the definition of Section 2(51) read with Section 203 of the Companies Act,
2013.

* Mr. Anup Kumar Pandey has resigned from the post of Company Secretary with effect
from 05.07.2023.

* Mr. Deepak Kumar has been appointed as Company Secretary of the Company with
effect from 05.07.2023.

14. MEETING OF BOARD OF DIRECTORS:

During the year, the Board Meetings were convened as per below table and the intervening
gap between the Meetings was within the period prescribed under the Companies Act, 2013.

15. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors have submitted their disclosure to the Board that they fulfill all
the requirements as to qualify for their appointment as an independent Director under
provisions of Section 149 read with schedule IV of the Companies Act, 2013. The Board
confirms that the independent directors meet the criteria as laid down under the Companies

Act, 2013.

16. STATUTORY AUDITOR & AUDIT REPORT:

M/s Rishi Kapoor & Company, Chartered Accountants (Firm Reg. No. 006615C) having
Peer Review Certificate No. 014978, were re-appointed as Statutory Auditors of the
Company at its 11* Annual General Meeting (“AGM”) to hold the office for a period of five
years, commencing from the conclusion of the 11* AGM till the conclusion of 16th Annual
General Meeting of the Company to be held for the financial year 2025-2026.

The Statutory Auditor has given confirmation to the effect that they are eligible to continue
with their appointment and that they have not been disqualified in any manner from
continuing as Statutory Auditors. The remuneration payable to the Statutory Auditors shall
be determined by the Board of Directors.

17. EXPLANATION ON EVERY QUALIFICATION BY AUDITOR IN HIS REPORT:

The auditor has not made any observation in the auditor report so no comments are required
from the directors pursuant to Section 134(3)(f) of the Companies Act, 2013.

18. DETAILS OF FRAUD REPORTED BY AUDITOR UNDER SECTION 143 (12) OF
COMPANIES ACT, 2013:

During the year under review, no fraud has been reported by auditor as specified under
section 143 (12) of Companies Act, 2013.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The particulars of loans, guarantees or investments made during the Financial Year 2022-23,
if any, have been disclosed in the notes attached to and forming part of the Financial
Statements of the Company prepared for the Financial Year ended March 31, 2023 as per the
provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013.

20. RELATED PARTY TRANSACTIONS:

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of
section 188 in the form AOC-2 is attached as Annexure-B. All related party transactions that
were entered into during the financial year 2022-23 were on an arm’s length basis and were
in the ordinary course of business.

21. COMPOSITION OF COMMITTEES:> AUDIT COMMITTEE

The Audit Committee (the “Committee”) has constituted by the Board of Directors in its
meeting held on 14.03.2023 in accordance with the Section 177 of the Companies Act, 2013
and Rule 6 of the Companies (Meeting of board and its powers) Rule, 2014.

The Company Secretaiy of the Company shall serve as the secretary of the Audit Committee.

During the year under review, all recommendations of the Audit Committee were accepted by
the Board and meeting(s) of audit committee were convened as per below during the financial
year 2022-23.

> NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has constituted by the Board of Directors in its
meeting held on 14.03.2023 in accordance with the Section 178 of the Companies Act 2013.

The Company Secretaiy of the Company shall serve as the secretaiy of the Nomination and
Remuneration Committee.

During the year under review, all recommendations of the Nomination and Remuneration
Committee were accepted by the Board and meeting of nomination and remuneration
committee were convened as per below during the financial year 2022-23.

The Stakeholders Relationship Committee has constituted by the Board of Directors in its
meeting held on 14.03.2023 in accordance with the Section 178(5) of the Companies Act
2013.

Composition of Stakeholders Relationship Committee;

The Company Secretary of the Company shall serve as the secretary of the Stakeholder
Relationship Committee.

The Stakeholder Relationship Committee oversees and reviews all matters connected with the
investor services in connection with applications received and shares allotted, status of refund
amount, conversion of partly paid shares into fully paid shares, rematerialisation and
dematerialization of shares and transfer of shares of the Company & other related matters.

The committee oversees performance of the Registrar and Transfer Agent of the Company and
recommends measures for overall improvement in the quality of investor services, as &
whenever required.

During the financial year 2022-23, meeting of stakeholders’ relationship committee were
convened as per below:-

> CSR COMMITTEE

As socially responsible, the Company is committed to increase its Corporate Social
Responsibility (CSR) with an aim of playing a bigger role in sustainable development of the
society. In pursuit of this objective, a Corporate Social Responsibility (CSR) Committee had
been formed by the board of directors in its meeting held on 14.03.2023, which oversees the
activities relating to activities supporting the social and environmental causes. The utilized
amount and unspent amount being shown in the Annexure- C.

During the financial year 2022-23, meetings of CSR committee were convened as per below: -

> IPO COMMITTEE

The Company is going to launch its IPO & so the board of directors had constituted IPO
Committee as well in its meeting held on 14.03.2023, details of which is as under: -

Composition of IPO Committee:

The Board of Directors constituted a Risk Management Committee in its meeting held on
14.03.2023.

Composition of IPO Committee;

The Risk Management Committee has formulated the policy pursuant to section 134(3) (n) of
the Companies Act, 2013; the Company has developed and implemented a risk management
policy which identifies major risks that may affect the Company. The same has also been
adopted by the Board and is also subject to its review from time to time. Further, risk
mitigation process and its related measures have also been formulated as well as spelled out
in the said policy.

During the financial year 2022-23, meetings of risk management committee were convened as
per below:-

22. ADEQUACY OF INTERNAL CONTROL SYSTEM:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct
of its business, including adherence to the Company’s policies, safeguarding of its assets,
prevention and detection of frauds and errors, accuracy and completeness of the accounting
records, and timely preparation of reliable financial disclosures.

The Audit Committee constituted by the Board reviews the adequacy of Internal Control
System. The Internal Auditors’ Report dealing with the internal control system is considered
by the Audit Committee and appropriate actions are taken wherever deemed necessary.

23. VIGIL MECHANISM POLICY:

The Company has established a “Vigil Mechanism” in accordance with the Section 177(9) of
the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014 for its employees and directors, enabling them to report any concerns of
unethical behavior, suspected fraud or violation of the Company’s code of conduct. To this
effect, the Board has adopted a “Whistle Blower Policy” which is overseen by the Audit
Committee. The policy provides safeguards against victimization of the whistle blower.
Employees and other stakeholders have direct access to the Chairman of the Audit Committee
for lodging concern if any, for review.

During the Financial Year 2022-23, there were no complaints received under the mechanism.

24. POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT:

The Company has Internal Complaint Committee in compliance with the provisions of the
Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013.
The details are as follows:

1. Number of Complaints of sexual harassment received in the year: Nil

2. Number of complaints disposed during the year: N.A

3. No. of cases pending for more than ninety days: N.A

4. No. of workshops or awareness programme or meetings against sexual harassment
carried out: None

5. Nature of action taken by the employer or District officer: N.A

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS:

There are no as such any significant and material order passed by the regulator or court or
tribunal which can impact the going concern status and the future operations of the company.

26. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

None of the employees who have worked throughout the year or a part of the Financial Year
2022-23, were getting remuneration in excess of the threshold mentioned under Section
197(12) of the Act read with rule 5(2) of Companies (Appointment and Remuneration) Rules,
2014.

27. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR:

During the Financial Year 2022-23, there was no application made and no proceeding initiated
/pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/oi
Operational Creditors against the Company. As on the date of this report, there is neither an>
application or proceeding pending against the company nor the company has made any
application against the other company under the Insolvency and Bankruptcy Code, 2016.

28. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAA
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF:

The Company has not done any one time settlement during the year under review hence nc
disclosure is required.

29. COST AUDITORS:

In accordance with Section 148 and other applicable provisions of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014 the Audit Committee has recommended
and the Board of Directors had appointed M/s. Jatin Sharma & Co., Cost Accountants, (FRN
101845) situated at 487, First Floor, Chirag Delhi, New Delhi - 110048, being eligible and
appointed as Cost Auditors of the Company, to conduct Audit of cost records of the Company
for the financial year 2023-24. In terms of the provisions of Section 148(3) of the Companies
Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the
remuneration of the Cost Auditors has to be ratified by the members. Accordingly, necessary
resolution is proposed at the ensuing AGM for ratification of the remuneration payable to the
Cost Auditors for FY-2023-24.

30. SECRETARIAL AUDIT:

Pursuant to the provisions of section 204 of the companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit is
applicable to the company from financial year 2022-23 as the company was converted from
Private Limited to Public Limited (EMS Private Limited to EMS Limited) vide Certificate of
Incorporation, issued by the Registrar of Companies, Delhi dated 25.11.2022 & accordingly
Secretarial Audit Report for financial year 2022-23 is also the part of this report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has re-appointed M/s. Vikram Grover & Company, Practicing Company Secretary,
having peer review certificate no. 1095/2021 situated at C-935, Vipul Plaza, Greater
Faridabad, Sector—81, Faridabad-121002, to conduct the Secretarial Audit of the Company
for the financial year 2023-24.

31. INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee, have re¬
appointed M/s. Garg Sanjay Kumar & Associates (FRN 007230C), Chartered Accountant Firm
situated at D-67, Patel Nagar-II, Ghaziabad, U.P., as the Internal Auditors of the Company for
the financial year 2023-24 and their reports are also reviewed by the Audit Committee from
time to time.

32. DIRECTORS• RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013,the Board of Directors, to the best of
their knowledge and ability, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation as & where required.

b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a
true and fair view for the statement of affairs of the company at the end of the
financial year and for the profit of the company for that period;

c) the Directors have taken proper and sufficient care 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;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors, have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating
effectively.

33. ACKNOWLEDGEMENTS:

The Directors of the company take this opportunity to offer their sincere thanks and gratitude
to:

1. The bankers of the company as well as other Financial Institutions for the financial
facilities and support.

2. Business associates, vendors/contractors, shareholders, employees and esteemed
clients for their unstinted support and assistance.

The Board also takes this opportunity to express their sincere appreciation of the efforts
put in by the employees at all levels for achieving the results and hopes that they would
continue their sincere and dedicated endeavors towards achieving better working results
during the current year.

Date: 27.07.2023 By Order of the Board of Director

Place: Delhi For EMS Limited

(Formerly known as EMS Infracon Pvt. Ltd.)

RAMVEER SINGH^^SSHISH TOMAR
Chairman 8b Director Managing Director
DIN :02260129 DIN: 03170943

R-14/120, Raj Nagar R-14/120, Raj Nagar,
Ghaziabad-201002 Ghaziabad-201002