Directors Report of Emerald Finance Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting before you their 42^ndReport together with the Audited Accounts of
the Company for the year ended 31^st March, 2025.

FINANCIAL RESULTS:-

The standalone financial results of the Company for the year under review are summarized for your
consideration:

(Rs. In Lacs)

Particulars	2024-2025 (Standalone)	2024-2025 (Consolidated)	2023-2024 (Standalone)	2023-2024 (Consolidated)
Gross Income	1347.177	2163.421	742.498	1335.956
Expenses	462.217	946.724	339.195	771.756
Profit Before Exceptional item, Depreciation and Tax	884.960	1216.697	403.303	564.200
Exceptional Item	0	0	0	0
Profit Before Depreciation and Tax	884.960	1216.697	403.303	564.200
Depreciation	1.777	7.580	1.496	6.248
Net Profit Before Tax	883.183	1209.117	401.807	557.952
Provision for Tax	238.799	320.25	101.203	144.194
Net Profit After Tax	659.384	888.872	300.604	413.758
Basic EPS	1.866	2.573	0.997	1.373
Diluted EPS	1.866	2.573	0.997	1.373

STATE OF COMPANY''S AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE
YEAR/HIGHLIGHTS/OPERATIONS

Emerald''s lourney Towards Financial Excellence

2015 2015		2018
Rebranding: Expansion and Licensing:	Growth:	•
Shubhbank.com was Emerald gets listed on BSE	Shubhbank.com rises to be	11
launched in 2015 and secures an NBFC license	come one of the top DSAs	¦ 1
	for Fullerton India
	nationwide	^ MI
		q
20221 2021 1— F''iT
W Strategic Partnerships and	Capital Increase:	Capital Increase:
Funding: Alliances with MNCs and large
corporations for EWA services via a fintech	A rights issue of INR20 Crores,	Completed a rights issue of INR 6
partner.	boosting Emerald''s equity to	Crores, boosting Emerald''s
A Secured investments from Rainpay India	INR29 Crores	equity to ^9Crores.
% Private Limited and NAV Capital VCC''s
^^^j^jerging Star Fund. J	I ^
U	2024	2025
2023
		Capital Increase:
Technological advancement: Emerald
develops its proprietary tech stack		Emerald has raised equity funds through one
for		more preferential issue in March 25 of INR 10
		Cr , boosting Emerald''s equity to INR 34.54
Earned Wage Access (EWA) services.		Crores. The investors include a Mauritius
		based FPI - Saint Capital Fund and other
		HNIs.
	Esssa	flgSHPi
10	7,20,000	Presence
Years Of SatisfiedCustomers		in 230
Experience		Cities
f81 Crore		FY25
		Revenue-?21.6 Cr
Assets Under		EBITDA-?15.1Cr
Management		PAT-? 8.9 Cr

DIVIDEND :-

Your Company is consistently rewarding its shareholders by way of dividend payment. The Board of Directors
of your Company had earlier approved payment of Interim Dividend of Rs. 0.06 per equity share having Face
Value of Rs. 10/- each totalling to Rs. 20,72,419.14 on the paid-up equity share capital of the Company in
January, 2025 and the same has been paid.

Further, the Board of Directors, have also recommended payment of Final Dividend Rs. 0.09 per Equity Share
having Face Value of Rs. 10/- each for the Financial Year 2024-25, subject to approval of the Shareholders at the
ensuing 42^nd Annual General Meeting.

RESERVE:

Entire amount of Net Profit has been transferred to Profit and Loss Surplus account, which appears under the
head "Reserves and Surplus.” An amount of INR 1.28 crores has been transferred to Statutory Reserve Fund u/s
45 IC @20% .

EMPLOYEE STOCK OPTION SCHEME:

Pursuant to the approval of the Members through Postal Ballot dated 24^th October, 2023, the Board of directors
of the Company approved the ''EFL ESOP Scheme - 2023'' ("Scheme”) as per the Regulations of Securities and
Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

During the previous financial year 2023-24, the Nomination and Remuneration Committee of the Board in their
meeting held on February 29, 2024 granted 1,80,000 stock options and on March 22, 2024 granted 50,000 stock
options to the eligible Employees as per the Scheme of the Company at an exercise price of Rs.27 per share. The
options granted under the Plan shall be exercised not earlier than minimum period of 1 (one) year and not later
than maximum period of 4 (four) years from the date of vesting.

During the financial year 2025-26, the Nomination and Remuneration Committee designated as Compensation
Committee of the Board in their meeting held on 11th November, 2025 granted 50,000 (Fifty Thousand) stock
options to the eligible Employees as per the Scheme of the Company at an exercise price of Rs. 27/- (Rupees
Twenty Seven Only) per share. The options granted under the Plan shall be exercised not earlier than minimum
period of 1 (one) year and not later than maximum period of 4 (four) years from the date of vesting. Detailed
disclosure under regulation 14 of Securities and Exchange Board of India as on 31st March, 2025 are given in
https://emeraldfin.com/wp-content/uploads/2025/09/ESOP-Annexure.pdf

DIRECTORS: -

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs.
Anubha Aggarwal (DIN 02557154), Director of the Company retires by rotation in the ensuing Annual General
Meeting and being eligible offer herself for re-appointment.

During the year under review, Mr. Deepak Gour, Independent Director, resigned from the Company with effect
from 7th August, 2024, before the completion of his tenure, due to his professional commitments and he
confirmed that there were no other material reasons for his resignation from the company. The Board places on
record its sincere appreciation for the valuable contribution and guidance rendered by him during his tenure as
a Director of the Company.

Further, the Board, at its meeting held on 17th August, 2024, appointed Mr. Manjeet Kaushik (DIN: 10746402)
and Mr. Akshay Kumar Agarwal (DIN: 07144917) as Additional Directors in the capacity of Independent
Directors. Their appointments were subsequently regularized by the members of the Company at the Annual
General Meeting held on 30th September, 2024.

The term of Mr. Raman Aggarwal, Independent Director, expired at the Annual General Meeting held on 30th
September, 2024. The Board places on record its deep appreciation for his guidance and invaluable
contributions during his tenure.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet the criteria of Independence
as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013
are as follows:

Mr. Sanjay Aggarwal Managing Director

Ms. Sheetal Kapoor Chief Financial Officer

Mrs. Amarjeet Kaur Company Secretary and Compliance Officer

SHARE CAPITAL

The Authorised Share Capital of the Company is ^50,00,00,000/- divided into 5,00,00,000 Equity Shares of
^10/- each.

During the year under review, the Company has raised ^ 30,02,26,792/- by way of Preferential Allotment of
Equity Shares of ^10/- each, as under:

1. Conversion of Equity Warrants into Equity Shares:

o 9,00,000 warrants converted into Equity Shares @ Rs. 38/- per share on 21.08.2024
o 17,31,579 warrants converted into Equity Shares @ Rs. 38/- per share on 16.09.2024

2. Allotment of 10,00,000 Equity Shares@ Rs. 100/- per share on 28.12.2024

3. Allotment of 7,65,090 Equity Shares@ Rs. 131/- per share on 31.03.2025

Consequent to the above, the Paid-up Share Capital of the Company has increased from ^30,14,36,500/- to
^34,54,03,190/-, divided into 3,45,40,319 Equity Shares of ^10/- each as at 31st March, 2025.

- The Company has not bought back any of its securities during the year under review.

- The Company has issued Employee Stock Options during the year under review.

- No Bonus Shares were issued during the year under review.

- The company has not issued any shares with differential voting rights during the financial year.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide
a healthy environment to each and every employee of the company. The Company has in place "Policy for
Prevention and Redressal of Sexual Harassment” in line with the requirements of sexual harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred to as ''the said Act'') and
Rules made there under. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted
the Internal Complaints Committee (ICC) at the Registered Office, works to deal with the Complaints received by
the company pertaining to gender discrimination and sexual harassment at workplace.

Further, as per the provisions of Section 21& 22 of the aid Act, the Report in details of the number of cases filed
under Sexual Harassment and their disposal for the financial year under review, is as under:

Sr.	No. of cases pending as on the	No. of complaints filed	No. of cases pending as on the
No.	beginning of the financial year	during the financial year	end of the financial year under
	under review	under review	review
1.	NIL	NIL	NIL

MATERNITY BENEFIT COMPLIANCE

Pursuant to Clause (xiii) of sub-rule (5) of Rule 8 of the Companies (Accounts) Rules, 2014, the Board of

Directors hereby confirms that the Company has complied with the provisions of the Maternity Benefit Act,
1961 during the year under review. All eligible female employees are extended maternity benefits in accordance
with the Act, including paid maternity leave, nursing breaks, and protection from dismissal during the maternity
period. During the review period, no instances of non-compliance were observed.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

No events have been occurred subsequent to the date of financial results.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes have been occurred affecting the financial position of the company which has occurred
between the end of the financial year of the company to which the financial statements relate and the date of the
report.

MAIOR CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that there have not been any changes during the Financial Year under review:

a. In the nature of Company''s business

b. Generally, in the class of business in which the Company has an interest.

LISTING AND LISTING REGULATIONS: -

The equity shares of the company are listed on the BSE Ltd. During the year, Company executed Uniform Listing
Regulations in accordance with the requirements of SEBI circular DCS/ COMP/12/2015-16 dated October 13,
2015, with BSE Limited.

The company is regular in paying the listing fee.

INSIDER TRADING:

The Board of Directors has adopted The Code of Conduct for Prevention of Insider Trading in accordance with
the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider trading policy of
the company lays down guidelines and procedures to be followed and disclosures to be made while dealing with
shares of the Company, as well as the consequences of violation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure D-1 to this Report.

CORPORATE GOVERNANCE: -

Your Company is committed to maintain the highest standards of Corporate Governance. As required under
Listing Regulations, 2015, Report on Corporate Governance is annexed herewith as Annexure D-2 and forms a
part of this Annual Report. A Certificate from Mr. Anil Singh Negi, a Practicing Company Secretary confirming
compliance with the conditions of Corporate Governance is also annexed with the Annual Report.

BUSINESS RESPONSIBILITY REPORT

Regulation 34 (2) (f) the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is not applicable to the Company.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES: -

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the
Members and others entitled thereto, excluding the information on employees'' particulars which is available for
inspection by the Members at the Registered Office of the Company during business hours on working days of
the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a
copy thereof, such Member may write to the Company Secretary in this regard. The details under Section 197
(12) of the Companies Act, 2013 read with Rules 5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are given as Annexure D-3.

NUMBER OF MEETINGS OF BOARD

During the year 2024-25, 21 Board Meetings were held including one meeting of Independent Directors on the
following dates:

Sr. no.	Date of Board Meeting	No. of Directors	Present
1	10.04.2024	4	3
2	25.04.2024	4	3
3	03.05.2024	4	3
4	07.05.2024	4	3
5	23.05.2024	4	4
6	11.06.2024	4	3
7	05.07.2024	4	4
8	17.08.2024	3	3
9	21.08.2024	5	4
10	16.09.2024	5	3
11	08.10.2024	4	4
12	21.10.2024	4	2
13	26.11.2024	4	3
14	28.12.2024	4	3
15	06.01.2025	4	4
16	18.01.2025	4	2
17	01.03.2025	4	3
18	15.03.2025 (Ind. Director''s Meeting)	2	2
19	20.03.2025	4	3
20	21.03.2025	4	3
21	31.03.2025	4	3

POLICY ON DIRECTORS'' APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy
on appointment of Board members including criteria for determining qualifications, positive attributes,
independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached
as Annexure D-4, which forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under review, as stipulated under Part B of Schedule V
to the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
is presented in a separate section as Annexure D-5 forming part of this Annual Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations with Stock Exchanges,
the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework
containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its
Committees and Individual Directors, including Independent Directors. Accordingly, following is the criteria for
evaluation: -

a. Criteria for evaluation of the Board of Directors as a whole:

i. The Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Board

v. Number of Committees and their role.

vi. Overall performance of the Company

b. Criteria for evaluation of the Individual Directors including Independent Directors;

i. Experience and ability to contribute to the decision-making process

ii. Problem solving approach and guidance to the Management

iii. Attendance and Participation in the Meetings

iv. Personal competencies and contribution to strategy formulation

v. Contribution towards statutory compliances, monitoring of controls and Corporate Governance

The Independent Directors had met separately on 15.03.2025 without the presence of Non-Independent
Directors and the members of management and discussed, inter-alia, the performance of non-Independent
Directors and Board as a whole and the performance of the Chairman of the Company after taking into
consideration the views of Executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director''s performance.
The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the
Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined
whether to extend or continue their term of appointment, whenever the respective term expires.The Directors
express their satisfaction with the evaluation process.

STATUTORY AUDITORS & AUDITORSREPORT: -

M/s S. Lal Bansal & Co., Chartered Accountants, Chandigarh, was appointed as Statutory Auditors of the
Company in the 39^th Annual General Meeting to hold office till the conclusion of Annual General Meeting to be
held in the year 2027.

The Auditors'' Report being self-explanatory requires no comments from the Directors. Further, there are no
reservations, qualifications or adverse remarks in the Audit Report given by them in respect of the Financial
Year 2024-25.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s

Anil Singh Negi, Company Secretary in Practice (CP No. 17213, Membership No. 46547) as the Secretarial
Auditor of the Company for the financial year under review. In the ensuing Annual General Meeting, it is
proposed to appoint him for a term of five consecutive years.

The Secretarial Audit Report for the financial year 2024-25, submitted in the prescribed form MR-3, is
annexed as Annexure D-6 and forms part of this Report. The Report does not contain any qualification,
reservation, adverse remark or disclaimer which calls for any explanation by the Board of Directors.

Further, during the financial year under review, the Company had one material unlisted subsidiary, M/s Eclat
Net Advisors Private Limited. Accordingly, in compliance with Regulation 24A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report of the said material unlisted
subsidiary has also been annexed to this Report as Annexure D-6A. The Report does not contain any
qualification, reservation, adverse remark or disclaimer requiring explanation by the Board of Directors.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) of section 143 including those which are
reportable to the Central Government.

COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Section 129(3) of
the Companies Act, 2013 (Act) and SEBI Listing Regulations and prepared in accordance with the Accounting
Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

As required pursuant to provisions of section 134(1) (e) of the Act, the Company has a well-placed, proper and
adequate internal financial control system, commensurate with the size, scale and complexity of its operations.
The scope and authority of the internal Audit function is well defined in the Organization. The internal financial
control system ensures that all assets are safeguarded and protected and that the transactions are authorized,
recorded and reported correctly.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has formulated and implemented a comprehensive Risk Management Policy in accordance with
the provisions of the Companies Act, 2013. The policy includes the identification and assessment of risks that, in
the opinion of the Board, may potentially threaten the existence of the Company.

As part of this framework, the Company conducts periodic risk assessments and implements appropriate risk
minimization procedures. These are regularly reviewed by the Board to ensure their effectiveness. Control
systems are also instituted across business processes to mitigate identified risks.

The Board exercises oversight of the risk management framework and reviews the Risk Management Policy at
regular intervals. In the opinion of the Board, no element of risk has been identified during the year under
review which may threaten the existence of the Company.

SUBSIDIARIES/ASSOCIATES

The Company has one subsidiary, M/s Eclat Net Advisors Private Limited (CIN:

U74140CH2015PTC035473), within the meaning of Section 2(87) of the Companies Act, 2013. A report on the
performance and financial position of the said subsidiary, in the prescribed Form AOC-1, is annexed to this
Report as Annexure D-7 in compliance with Section 129(3) of the Companies Act, 2013.

DEPOSITS

The Company has not accepted or renewed any deposits during the financial year 2024-25 in terms of
Chapter V of the Companies Act, 2013. Accordingly, disclosure under this head is Nil. Further, there was no
non-compliance with the provisions of Chapter V of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERNS STATUSAND COMPANY''S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or
Tribunal which shall impact the going concern status and Company''s operations in future.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not covered under section 135 of Companies Act, 2013 hence details regarding policy on
Corporate Social Responsibility is not applicable to the Company. However the company is voluntarily
contributing towards CSR, mainly towards girls'' education and treatment of economically weaker patients.

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and Regulation
18 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
an audit committee has been duly constituted. The Audit Committee as on March 31, 2025 comprises of the
following Directors:

Mr. Manjeet Kaushik	Independent Director, Chairman
Mr. Akshay Kumar Agarwal	Independent Director, Member
Mrs. Anubha Aggarwal	Non - Executive , Non-Independent Director, Member

Details of the Audit Committee have been separately given in the corporate governance report. Further, all
recommendations of Audit Committee were accepted by the Board of Directors.

NOMINATION & REMUNERATION COMMITTEE

In terms of Regulation 19 of Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and pursuant to the provisions of section 178 of the Companies Act, 2013,
Nomination & Remuneration Committee as on March 31, 2025 comprises of the following Directors:

Mr. Manjeet Kaushik	Independent Director, Chairman
Mrs. Anubha Aggarwal	Non-executive, Non - Independent Director, Member
Mr. Akshay Kumar Agarwal	Independent Director, Member

The details of Remuneration Policy and the Committee are furnished in the Report on Corporate Governance,
which is annexed herewith.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Regulation 20 of Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has constituted Stakeholders Relationship Committee with
following composition as on31.03.2025: -

Mrs. Anubha Aggarwal	Non-executive, Non - Independent Director, Chairperson
Mr. AkshayKumar Agarwal	Independent Director, Member
Mr. Sanjay Aggarwal	Managing Director, Member

ANNUAL RETURN

The Annual Return of the Company, pursuant to sub-section 3(a) of Section 134 and the provisions of Section
92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year
2024-2025 in the Form MGT-7 has been uploaded on Company''s website and the web link for the same is
https://emeraldfin.com/wp-content/uploads/2025/08/AB6348865-MGT-7draft.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments under
Section 186 of the Act as at end of the Financial Year 2024-25 are not applicable to the company as company is a
non banking finance company, though the information is attached as Annexure D-8 which forms part of this
report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(11 OF THE COMPANIES
ACT, 2013

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related
parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary
course of business and on an arm''s length basis. Hence, provisions of Section 188 (1) are not applicable.
However, as these transactions were in the ordinary course of business and on an arm''s length basis, in the
opinion of the Board these transactions are justified to be executed. The detail of these transactions is given in
Annexure D-9, which forms part of this report.

During the year, the Company had not entered into any contract or arrangement with related parties which
could be considered ''material'' according to the policy of the Company on Materiality of Related Party
Transactions. Your attention is also drawn to the Related Party disclosures set out in Note no. 27of the Financial
Statements.

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177 (10) of the
Companies Act, 2013 and also in terms of Regulation 22 of Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The detail of the said Vigil Mechanism cum
Whistle Blower Policy is given in the Corporate Governance Section, which is annexed herewith. The Vigil
Mechanism cum Whistle Blower Policy is also available on the Company''s website
https://www.emeraldfin.com/wp-content/uploads/2017/09 / Whistle-Blower-Policy.pdf.

DIRECTORS'' RESPONSIBILITY STATEMENT:-

Pursuant to Section 134 (3) (c) read over with Section 134 (5) of the Companies Act, 2013, your Directors
confirm that:-

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

(b) the directors had 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 of the state of affairs of the company
at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had 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 had prepared the annual accounts on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively.

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

COMPLIANCE

The company has devised proper systems to ensure compliance of all laws applicable to the company and the
compliance reports issued by the Departmental Heads are placed before the Board every Quarter confirming
compliance by the Company with all applicable Laws.

CEO/CFO CERTIFICATION

In accordance with Regulation 17 (8) read with Part B of Schedule V to the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to corporate governance
norms the Managing Director has submitted necessary certificate to the Board of Directors stating the
particulars specified under the said Clause. The certificate has been reviewed by the Audit Committee and taken
on record by the Board of Directors.

DEMATERIALIZATION OF SHARES

As mentioned in the Company''s earlier Annual Reports, the equity shares of the Company are in compulsory
dematerialised form in terms of SEBI Guidelines. This facility is available through arrangements with both
National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

As on 31st March, 2025, about 96.86% of the Company''s shares were held in dematerialised form, primarily
due to preferential allotment and pending listing approvals. Subsequently, as on 30th June, 2025, after the
listing of equity shares issued in preferential basis, the proportion of dematerialised shares increased to
99.07%.

The Company has appointed M/s Mas Services Limited, New Delhi as its Registrar and Share Transfer Agent
(RTA), which also acts as the common share agency in terms of SEBI Guidelines.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there
were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

COMPLIANCE WITH THE SECRETARIAL STANDARDS

The company has duly complied with the applicable Secretarial Standards during the financial year 2024-25.
SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES

There is no liability towards principal and interest payable to Micro, Small & Medium Enterprises as on 31st
March, 2025.

ONE TIME SETTLEMENTS

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.

SUSTAINABILITY INITIATIVE

Your Company is conscious of its responsibility towards preservation of natural resources and continuously
takes initiatives to reduce consumption of electricity and water.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC)

No Insolvency resolution process has been initiated/ filed by a financial or operational creditor or by the
company itself under the IBC before the NCLT.

ACKNOWLEDGEMENT:-

The Directors take this opportunity to express their deep sense of gratitude to the Central and State
Governments, regulatory authorities, and local bodies for their continued support and cooperation.

The Board also places on record its sincere appreciation for the commitment, dedication and hard work of all
employees of the Company, whose efforts have contributed significantly to its growth and performance.

The Directors further extend their gratitude to the Company''s clients, Reserve Bank of India, bankers, advisors,
business partners, and the local community for their valuable association and support.

Finally, the Directors convey their heartfelt thanks to the shareholders for the continued confidence, trust, and
encouragement reposed in the management of the Company.

For & On Behalf of the Board For & On Behalf of the Board

Sd/- Sd/-

(Sanjay Aggarwal) (Anubha Aggarwal)

MANAGING DIRECTOR DIRECTOR

(DIN 02580828) (DIN 02557154)

PLACE: CHANDIGARH
Date: 26.08.2025

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Mar 31, 2024

Your Directors have pleasure in presenting before you their 41^stAnnual Report together with the Audited Accounts of the Company for the year ended 31^st March, 2024.

FINANCIAL RESULTS:-

The standalone financial results of the Company for the year under review are summarized for your consideration:

Particulars	2023-2024 (Amount in Lacs)	2022-2023 (Amount in Lacs)
Gross Income	742.498	540.734
Expenses	334.926	253.550
Profit Before Exceptional item, Depreciation and Tax	407.572	287.184
Exceptional Item	0	7.159
Profit Before Depreciation and Tax	407.572	280.025
Depreciation	1.496	0.359
Net Profit Before Tax	406.076	280.203
Provision for Tax	105.472	72.121
Net Profit After Tax	300.604	207.545
Basic EPS	0.997	0.689
Diluted EPS	0.997	0.689

DIVIDEND :-

Your Directors have recommended dividend of INR 0.10 per share in the current financial year.

RESERVE:

Entire amount of Net Profit has been transferred to Profit and Loss Surplus account, which appears under the head “Reserves and Surplus.” An amount of INR 60,12,080/- has been transferred to Statutory Reserve Fund u/s 45 IC @20% .

SHARE CAPITAL

The Authorised Share Capital of the company is Rs. 50,00,00,000/- divided into 5,00,00,000 Equity Shares of Rs. 10/-each. The paid up share capital of the company is Rs. 30,14,36,500/- divided into 3,01,43,650 Equity Shares of Rs. 10/-each for the period ended March 31, 2024.

- The Company has not bought back any of its securities during the year under review.

- The Company has issued Employee Stock Option Schemes during the year under review.

- No Bonus Shares were issued during the year under review.

- The company has not issued any shares with differential voting rights during the financial year. EMPLOYEE STOCK OPTION SCHEME:

Pursuant to the approval of the Members through Postal Ballot dated 24^th October, 2023, the Board of directors of the Company approved the ''EFL ESOP Scheme - 2023'' (“Scheme”) as per the Regulations of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

During the previous financial year 2023-24, the Nomination and Remuneration Committee of the Board in their meeting held on February 29, 2024 granted 1,80,000 stock options and on March 22, 2024 granted 50,000 stock options to the eligible Employees as per the Scheme of the Company at an exercise price of Rs.27 per share. The options granted under the Plan shall be exercised not earlier than minimum period of 1 (one) year and not later than maximum period of 4 (four) years from the date of vesting.

The Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB & SE Regulations). Secretarial Auditors'' certificate to the effect that the Scheme of the Company has been implemented in accordance with the SEBI Guidelines and as per the resolution passed by the members of the Company has been obtained by the Company.

DIRECTORS: -

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. SanjayAggarwal (DIN 02580828), Managing Director of the Company retires by rotation in the ensuing Annual General Meeting and being eligible offer him for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Sanjay Aggarwal Managing Director

Mrs. Anubha Aggarwal Non-executive, Non- Independent Director, Member

Ms. SheetalKapoor Chief Financial Officer

Mrs. Amarjeet Kaur Company Secretary

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION-PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the company. The Company has in place "Policy for Prevention and Redressal of Sexual Harassment” in line with the requirements of sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred to as ''the said Act'') and Rules made there under. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (ICC) at the Registered Office, Works to deal with the Complaints received by the company pertaining to gender discrimination and sexual harassment at workplace.

Further, as per the provisions of Section 21& 22 of the aid Act, the Report in details of the number of cases filed under Sexual Harrasement and their disposal for the financial year under review, is as under:

Sr. No.	No. of cases pending as on the beginning of the financial year under review	No. of complaints filed during the financial year under review	No. of cases pending as on the end of the financial year under review
1.	NIL	NIL	NIL

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

Mr. Deepak Gour, Director (Independent) has resigned from the company w.e.f. 7^th August, 2024 due to his professional commitments. Mr. Manjeet Kaushik (DIN: 10746402) and Mr. Akshay Kumar Agarwal(DIN: 07144917)are appointed as Additional Directors in the capacity of Independent Directorw.e.f. 17^th August, 2024 subject to approval of Shareholders to hold office for a term upto fiveconsecutive years commencing from the date of ensuing Annual General Meeting.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The Company has issued and allotted 26,31,579convertible warrants on a preferential basis having face value of Rs. 10/- each at a price of Rs. 38/- each on May 7, 2024 pursuant to the permission of members taken through Extraordinary General meeting held on 19^th April, 2024.

MAIOR CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that there have not been any changes during the Financial Year under review:

a. In the nature of Company''s business

b. Generally in the class of business in which the Company has an interest.

LISTING AND LISTING REGULATIONS:-

The equity shares of the company are listed on the BSE Ltd. During the year, Company executed Uniform Listing Regulations in accordance with the requirements of SEBI circular DCS/ COMP/12/2015-16 dated October 13, 2015, with BSE Limited.

The company is regular in paying the listing fee.

INSIDER TRADING:

The Board of Directors has adopted The Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider trading policy of the company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure D-1 to this Report.

CORPORATE GOVERNANCE:-

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Listing Regulations, 2015, Report on Corporate Governance is annexed herewith as Annexure D-10 and forms a part of this Annual Report. A Certificate from Mr. Kanwaljit Singh, a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed with the Annual Report.

BUSINESS RESPONSIBILITY REPORT

Regulation 34 (2) (f) the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES:-

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.The details under Section 197 (12) of the Companies Act, 2013 read with Rules 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure D-4.

NUMBER OF MEETINGS OF BOARD

During the year 2023-24, 16 Board Meetings were held including one meeting of Independent Directors on the following dates:.

Sr. no.	Date of Board Meeting	No. of Directors	Present
1	18.04.2023	4	4
2	19.05.2023	4	4
3	08.07.2023	4	4
4	17.07.2023	4	3
5	27.07.2023	4	3
6	26.08.2023	4	4
7	21.09.2023	4	4
8	12.10.2023	4	4
9	25.10.2023	4	3
10	16.11.2023	4	3
11	06.12.2023	4	2
12	15.01.2024	4	4
13	05.02.2024	4	3
14	29.02.2024	4	3
15	20.03.2024	4	3
16	20.03.2024 (Ind. Director''s Meeting)	2	2

POLICY ON DIRECTORS'' APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as Annexure D-2, which forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under review, as stipulated under Part B of Schedule V to the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section as Annexure D-3 forming part of this Annual Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. Accordingly, following is the criteria for evaluation: -

a. Criteria for evaluation of the Board of Directors as a whole:

i. The Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Board

v. Number of Committees and their role.

vi. Overall performance of the Company

b. Criteria for evaluation of the Individual Directors including Independent Directors;

i. Experience and ability to contribute to the decision-making process

ii. Problem solving approach and guidance to the Management

iii. Attendance and Participation in the Meetings

iv. Personal competencies and contribution to strategy formulation

v. Contribution towards statutory compliances, monitoring of controls and Corporate Governance

The Independent Directors had met separately on 20.03.2024 without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director''s performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.The Directors express their satisfaction with the evaluation process.

STATUTORY AUDITORS & AUDITORSREPORT: -

M/s S. Lal Bansal & Co., Chartered Accountants, Chandigarh, was appointed as Statutory Auditors of the Company in the last Annual General Meeting to hold office till the conclusion of Annual General Meeting to be held in the year 2027.

The Auditors'' Report being self-explanatory requires no comments from the Directors. Further, there are no reservations, qualifications or adverse remarks in the Audit Report given by them in respect of the Financial Year 2023-24.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Anil Negi (M. No. 46547), a Company Secretary in practice having CP No. 17213, was appointed as Secretarial Auditor of the Company till the financial year 2024 pursuant to Section 204 of the Companies Act, 2013. As required by Listing Regulations, he has been appointed as Secretarial Auditor of the subsidiary company on 31.03.2021 for a term of 5 years.

The Secretarial Audit Report of the company and its subsidiary as submitted by him in the prescribed form MR-3 is attached as Annexure D-5 and forms part of this report.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) of section 143 including those which are reportable to the Central Government.

COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Section 129(3) of the Companies Act, 2013 (Act) and SEBI Listing Regulations and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

As required pursuant to provisions of section 134(1) (e) of the Act, the Company has a well-placed, proper and adequate internal financial control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the internal Audit function is well defined in the Organization. The internal financial control system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has in place a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company and also the comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically as per the Risk Management Policy of the Company, framed in terms of the Companies Act, 2013. The risks faced by the Company and their minimization procedures are assessed by the Board. Further, the Company identifies risks, and control systems are instituted to ensure that the risks in each business process are mitigated. The Board provides oversight and reviews the Risk Management Policy on a regular basis. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

SUBSIDIARIES/ASSOCIATES

The Company has a subsidiary M/s Eclat Net Advisors Pvt. Ltd. (CIN: U74140CH2015PTC035473) as defined in the Companies Act, 2013. Report on the performance and financial position of the subsidiary in the specified format AOC-1 is annexed to the Directors'' Report as Annexure D-6.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2023-24 in terms of Chapter V of the Companies Act, 2013. Information in this regard, therefore, is nil. There was no noncompliance of provisions of chapter V of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUSAND COMPANY''S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company''s operations in future.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not covered under section 135 of Companies Act, 2013 hence details regarding policy on Corporate Social Responsibility is not applicable to the Company.However the company is voluntarily contributing towards CSR, mainly towards girls'' education and treatment of economically weaker patients.

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, an audit committee has been duly constituted. The Audit Committee as on March 31, 2024comprises of the following Directors:

Mr. Deepak Gour	Independent Director, Chairman
Mr. Raman Aggarwal	Independent Director, Member
Mrs. Anubha Aggarwal	Non - Executive , Non-Independent Director, Member

Details of the Audit Committee have been separately given in the corporate governance report. Further, all recommendations of Audit Committee were accepted by the Board of Directors.

NOMINATION & REMUNERATION COMMITTEE

In terms of Regulation 19 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the provisions of section 178 of the Companies Act, 2013, Nomination & Remuneration Committee as on March 31, 2024 comprises of the following Directors:

Mr. Deepak Gour	Independent Director, Chairman
Mrs. Anubha Aggarwal	Non-executive, Non - Independent Director, Member
Mr. Raman Aggarwal	Independent Director, Member

The details of Remuneration Policy and the Committee are furnished in the Report on Corporate Governance, which is annexed herewith.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Regulation 20 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted Stakeholders Relationship Committee with following composition as on31.03.2024: -

Mrs. Anubha Aggarwal	Non-executive, Non - Independent Director, Chairperson
Mr. Raman Aggarwal	Independent Director, Member
Mr. Sanjay Aggarwal	Managing Director, Member

ANNUAL RETURN

The Annual Return of the Company, pursuant to sub-section 3(a) of Section 134 and the provisions of Section92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 2023-2024 in the Form MGT-7 has been uploaded on Company''s website and the web link for the same is https://emeraldfin.com/wp-content/uploads/2024/08/Draft-Form MGT 7-2024.pdf

The extract of Annual Return as on March 31, 2024 in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as Annexure-D-7 and forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT-2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments under Section 186 of the Act as at end of the Financial Year 2023-24 are not applicable to the company as company is a non banking finance company, though the information is attached as Annexure D-8 which forms part of this report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT-2013

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm''s length basis. Hence, provisions of Section 188 (1) are not applicable. However, as these transactions were in the ordinary course of business and on an arm''s length basis, in the opinion of the Board these transactions are justified to be executed. The detail of these transactions is given in Annexure D-9, which forms part of this report.

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered ''material'' according to the policy of the Company on Materiality of Related Party Transactions. Your attention is also drawn to the Related Party disclosures set out in Note no. 27of the Financial Statements.

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and also in terms of Regulation 22 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The detail of the said Vigil Mechanism cum Whistle Blower Policy is given in the Corporate Governance Section, which is annexed herewith. The Vigil Mechanism cum Whistle Blower Policy is also available on the Company''s website https://www.emeraldfin.com/wp-content/uploads/2017/09/ Whistle-Blower-Policy.pdf.

DIRECTORS'' RESPONSIBILITY STATEMENT:-

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

(b) the directors had 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 of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had 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 had prepared the annual accounts on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

COMPLIANCE

The company has devised proper systems to ensure compliance of all laws applicable to the company and the compliance reports issued by the Departmental Heads are placed before the Board every Quarter confirming compliance by the Company with all applicable Laws.

CEO/CFO CERTIFICATION

In accordance with Regulation 17 (8) read with Part B of Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to corporate governance norms the

Managing Director has submitted necessary certificate to the Board of Directors stating the particulars specified under the said Clause. The certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors.

DEMATERIALIZATION OF SHARES

As mentioned in Company''s earlier Annual Reports, the Company''s equity shares are in compulsory Demat mode in terms of SEBI Guidelines. This has been facilitated through arrangement with NSDL and CDSL. About 98.94% of the shares of the Company are already in dematerialized form. M/s Mas Services Limited, New Delhi is acting as the Registrar and Share Transfer Agents for this purpose and acts as common share agency in terms of SEBI Guidelines.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

COMPLIANCE WITH THE SECRETARIAL STANDARDS

The company has duly complied with the applicable Secretarial Standards during the financial year 2023-24.

SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES

There is no liability towards principal and interest payable to Micro, Small & Medium Enterprises as on 31st March, 2024.

ONE TIME SETTLEMENTS

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.

SUSTAINABILITY INITIATIVE

Your Company is conscious of its responsibility towards preservation of natural resources and continuously takes initiatives to reduce consumption of electricity and water.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No Insolvency resolution process has been initiated/ filed by a financial or operational creditor or by the company itself under the IBC before the NCLT.

ACKNOWLEDGEMENT:-

The Directors take this opportunity to express their deep sense of gratitude to its Central and State Governments and local authorities for their continued co-operation and support.

They also would like to place on record their sincere appreciation for the commitment, hard work, and high engagement level of every employee of the Company.

The Directors would also like to thank various stakeholders of the Company including Clients, Reserve Bank of India, Company''s Bankers, advisors, local community, etc. for their continued committed engagement with the Company.

They would also like to thank the shareholders of the Company for their confidence and trust reposed in the management team of the Company.

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you their 32ndAnnual Report together with the Audited Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS:-

The financial results of the Company for the year under review are summarized for your consideration:

Particulars 2014-2015 2013-2014 (Amount in Lacs) (Amount in Lacs)

Gross Income 88.50 35.48

Expenses 75.33 26.31

Profit Before Depreciation and Tax 13.52 10.05

Depreciation 0.35 0.88

Net Profit Before Tax 13.17 9.17

Provision for Tax 4.07 2.83

Net Profit After Tax 9.10 6.34

Reserves NIL NIL

Basic EPS 0.30 0.21

Diluted EPS 0.30 0.21

STATE OF COMPANY'S AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/HIGHLIGHTS/OPERATIONS

The company is engaged in the business of Direct Selling Agent and Direct Marketing Agent for various banks and financial institutions. During the year under review, Gross revenue is Rs. 88.50Lacswhereas during the previous year gross revenue was 35.48Lacs. The Profit before tax stood at Rs. 13.17Lacs and Profit after stood at Rs. 9.10Lacs. For further details, kindly refer to Management Discussion & Analysis Report Annexure D-3 and Corporate Governance Report which forms part of this report.

DIVIDEND :-

Your Directors have not recommended any dividend in the current financial year and decided to reinvest the earnings in the expansion of the company.

DIRECTORS :-

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Sanjay Aggarwal (DIN 02580828), Managing Director of the Company retire by rotation in the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Mrs. Kiran Aggarwal (DIN 02557045) had been appointed as additional Director during the financial year and she holds office till the ensuing Annual General Meeting. It is proposed to be appointed as Directors by the Members. The Company has received requisite notices and deposits in writing from members proposing her for appointment as Director.

Sh. Ram Swaroop Aggarwal, Director resigned from the office of the Directorship in the Company on 24-03-2014.

The company has appointed Mr. Raman Aggarwal as Independent Director during the financial year.

All Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Sanjay Aggarwal Managing Director

Ms. Sheetal Kapoor Chief Financial Officer

Mrs. Amarjeet Kaur Company Secretary

During the year, Ms. Sheetal Kapoor was designated as Chief Financial Officer of the Company w.e.f. 04.04.2015. Mr. Kirti Arora resigned as Company Secretary during the financial year. Mrs. Amarjeet Kaur was appointed as Company Secretary w.e.f. 02.04.2015.

SHARE CAPITAL

a. Issue Of Shares With Differential Rights

The Company has not issued any shares with Differential Rights during the year under review.

b. Issue Of Sweat Equity Share

The Company has not issued any Sweat Equity shares Employee Stock Options during the year under review.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

The company has filed an application with Reserve Bank of India for registration as Non Banking Finance Company. The same is under process.

MAJOR CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that there have not been any changes during the Financial Year under review:

a. In the nature of Company's business

b. Generally in the class of business in which the Company has an interest Further, the Company has no Subsidiary and therefore information regarding any change in subsidiaries or in the nature of business carried on by them is not applicable to the Company.

LISTING WITH BSE LIMITED:

The equity shares of the company were earlier listed on the Stock Exchange at New Delhi. The company filed application with Bombay Stock Exchange under Direct Listing route for getting the scrips of the Company listed at Bombay Stock Exchange (BSE). The shares of the company got listed in BSE Limited and are being regularly traded on the Main Board of Exchange.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure D-1 to this Report.

CORPORATE GOVERNANCE:-

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance is annexed herewith and forms a part of this Annual Report. A Certificate from Mr. Kanwaljit Singh, a practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed under Clause 49 (XI) (A) of the Listing Agreement.

BUSINESS RESPONSIBILITY REPORT

Clause 55 of the Listing Agreement is not applicable to the Company.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as Annexure D-2, which forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section as Annexure D-3 forming part of this Annual Report.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES:-

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees falling in the category as defined in Rule 5 (2)

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as company is not paying any remuneration to any of the director.

NUMBER OF MEETINGS OF BOARD

During the year 2014-15, 11 (Eleven) Board Meetings were held and 1 (One) Independent Directors meeting was held on 11.02.2015 as required under Schedule IV of Companies Act, 2013 and as per Clause 49 of the Listing Agreement. The dates on which the Board Meetings were held are 13.05.2014, 28.05.2014, 30.05.2014, 22.06.2014, 24.07.2014, 14.08.2014, 02.09.2014, 07.11.2014, 21.11.2014, 30.01.2015 and 24.03.2015.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. Accordingly, following is the criteria for evaluation:- a. Criteria for evaluation of the Board of Directors as a whole:

i. The Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Board

v. Number of Committees and their role.

vi. Overall performance of the Company

b. Criteria for evaluation of the Individual Directors including Independent Directors;

i. Experience and ability to contribute to the decision making process

ii. Problem solving approach and guidance to the Management

iii. Attendance and Participation in the Meetings

iv. Personal competencies and contribution to strategy formulation

v. Contribution towards statutory compliances, monitoring of controls and Corporate Governance

The Independent Directors had met separately on 11.02.2015 without the presence of Non- Independent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non- Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director's performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors express their satisfaction with the evaluation process.

STATUTORY AUDITORS & AUDITORS REPORT:-

M/s S. Lal Bansal & Co., Chartered Accountants, Chandigarh, were appointed as Statutory Auditors of the Company in the last Annual General Meeting. As their term expires at the ensuring Annual General Meeting, they have offered themselves for re- appointment as they are eligible for re-appointment. They are proposed to be re-appointed from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting.

The Auditors' Report being self-explanatory requires no comments from the Directors. Further, there are no reservations, qualifications or adverse remarks in the Audit Report given by them in respect of the Financial Year 2014-15.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Kanwaljit Singh (FCS 5901), a Company Secretary in practice having CP no. 5870, was appointed as Secretarial Auditor of the Company for the financial year 2014-15 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed form MR- 3 is attached as Annexure D-5 and forms part of this report.

The Secretarial Auditors have made some observations regarding non filing of returns. The company will file them shortly.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) of section 143 including those which are reportable to the Central Government.

COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Listing Agreement & in accordance with the Accounting Standard (AS)-21 on consolidated Financial Statements read with AS-23 on accounting for investments in Associates, the Audited consolidated financial statement is provided in the Annual report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

As required pursuant to provisions of section 134(1) (e) of the Act, the Company has a well placed, proper and adequate internal financial control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the internal Audit function is well defined in the Organization. The internal financial control system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. During the year, as per the requirements of Listing Agreement with the Stock Exchanges, a Risk Management Committee was constituted by the Board of Directors with responsibility of preparation of Risk Management Policy, reviewing and monitoring the same on regular basis, to identify and review critical risks on regular basis, to update the Risk management on quarterly basis, to report key changes in critical risks to the Board on an ongoing basis, to report critical risks to Audit Committee in detail on yearly basis and such other functions as may be prescribed by the Board. The risks faced by the Company and their minimization procedures are assessed by the Board. Further, the Company identifies risks, and control systems are instituted to ensure that the risks in each business process are mitigated. The Board provides oversight and reviews the Risk Management Policy on a regular basis. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

SUBSIDIARIES/ASSOCIATES

The Company has a subsidiary M/s Eclat Net Advisors Pvt. Ltd.(CIN:U74140CH2015PTC035473) as defined in the Companies Act, 2013. Report on the performance and Financial position of the subsidiary in the specified format AOC-1 is annexed to the Directors' Report as Annexure D-6.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2014-15 in terms of Chapter V of the Companies Act, 2013. Information in this regard, therefore, is nil.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company's operations in future.

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and Clause 49 of listing agreement with the stock exchange, an audit committee has been duly constituted. The Audit Committee as on March 31, 2015 comprises of the following Independent Directors:

Mr. Deepak Gaur Independent Director, Chairman

Mr. Raman Aggarwal Independent Director, Member

Mr. Sanjay Aggarwal Managing Director, Member

w.e.f. 02-04-2015, following is the composition of the Audit Committee:-

Mr. Raman Aggarwal Independent Director, Chairman

Mr. TarunKhanna Independent Director, Member

Mr. Sanjay Aggarwal Managing Director, Member

Details of the Audit Committee have been separately given in the corporate governance report. Further, all recommendations of Audit Committee were accepted by the Board of Directors.

NOMINATION & REMUNERATION COMMITTEE

In terms of Clause 49 of the Listing Agreement and pursuant to the provisions of Companies Act, 2013, Nomination & Remuneration Committee as on March 31, 2015 comprises of the following Directors:

Mr. Deepak Gaur Independent Director, Chairman

Mr. Tarun Khanna Independent Director, Member

Mr. Raman Aggarwal Independent Director, Member

The details of Remuneration Policy and the Committee are furnished in the Report on Corporate Governance, which is annexed herewith.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Clause 49 of the Listing Agreement, the Company has constituted Stakeholders Relationship Committee with following composition as on March 31, 2015:-

Mr. Deepak Gaur Independent Director, Chairman

Mr. Tarun Khanna Independent Director, Member

Mr. Sanjay Aggarwal Managing Director, Member

w.e.f. 02-04-2015, following is the composition of the Stakeholders Relationship Committee:-

Mrs. Kiran Aggarwal Non-executive Director, Chairman

Mr. Raman Aggarwal Independent Director, Member

Mr. Sanjay Aggarwal Managing Director, Member

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on March 31, 2015 in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as Annexure D-8 and forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments under Section 186 of the Act as at end of the Financial Year 2014-15 are attached as Annexure D-9 which forms part of this report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013 With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm's length basis. Hence, provisions of Section 188 (1) are not applicable. However, as these transactions were in the ordinary course of business and on an arm's length basis, in the opinion of the Board these transactions are justified to be executed. The detail of these transactions is given in Annexure D-10, which forms part of this report.

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered 'material' according to the policy of the Company on Materiality of Related Party Transactions. Your attention is also drawn to the Related Party disclosures set out in Note no. 16 of the Financial Statements.

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and also in terms of Clause 49 of the Listing Agreement. The detail of the said Vigil Mechanism cum Whistle Blower Policy is given in the Corporate Governance Section, which is annexed herewith. The Vigil Mechanism cum Whistle Blower Policy is also available on the Company's website http://www.emeraldfin.com/wp- content/uploads/2015/03/Whistle-Blower-Policy.pdf.

DIRECTORS' RESPONSIBILITY STATEMENT:-

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

(b) the directors had 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 of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had 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 had prepared the annual accounts on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

COMPLIANCE

The company has devised proper systems to ensure compliance of all laws applicable to the company and the compliance reports issued by the Departmental Heads are placed before the Board every Quarter confirming compliance by the Company with all applicable Laws.

CEO/CFO CERTIFICATION

In terms of the requirements of Clause 49 (IX) of the Listing Agreement, the Managing Director and the CFO have submitted necessary certificate to the Board of Directors stating the particulars specified under the said Clause. The certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors.

DEMATERIALIZATION OF SHARES

As mentioned in Company's earlier Annual Reports, the Company's equity shares are in compulsory Demat mode in terms of SEBI Guidelines. This has been facilitated through arrangement with NSDL and CDSL. About 76% of the shares of the Company are already in dematerialized form. M/s Mas Services Limited, New Delhi are acting as the Registrar and Share Transfer Agents for this purpose and acts as common share agency in terms of SEBI Guidelines.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

ACKNOWLEDGEMENT:- Your Directors wish to express their sincere appreciation to valued Clients, Reserve Bank of India, Western Union Financial Services Inc, U.S.A, Company's Bankers, Government Agencies and Employees of the company for their continued support & co-operation.

For & On Behalf of the Board For& On Behalf of the Board

(Sanjay Aggarwal) (Kiran Aggarwal)

MANAGING DIRECTOR DIRECTOR

(DIN 02580828) (DIN 02557045)

PLACE: CHANDIGARH

Date : August 17, 2015