Dear Members,
Your Directors have pleasure in presenting before you their 43rd Report
together with the Audited Accounts of the Company for the year ended 31st
March, 2026.
FINANCIAL RESULTS:-
The standalone financial results of the Company for the year under review are
summarized for your consideration: (Rs. In Lacs)
Particulars |
2025-2026 |
2024-2025 |
2025-2026 |
2024-2025 |
|
(Standalone) |
(Standalone) |
(Consolidated) |
(Consolidated) |
| Gross Income |
2078.25 |
1347.18 |
3120.44 |
2163.43 |
| Expenses |
519.34 |
477.22 |
1066.99 |
961.73 |
| Profit Before Exceptional |
1558.91 |
869.96 |
2053.45 |
1201.70 |
| item, Depreciation and Tax |
|
|
|
|
| Depreciation |
5.98 |
1.78 |
16.92 |
7.58 |
| Profit Before Exceptional |
1552.93 |
868.18 |
2036.53 |
1194.12 |
| item and Tax |
|
|
|
|
| Exceptional Item |
0 |
0 |
0 |
0 |
| Net Profit Before Tax |
1552.93 |
868.18 |
2036.53 |
1194.12 |
| Provision for Tax |
398.39 |
223.80 |
521.82 |
305.25 |
| Net Profit After Tax |
1154.54 |
644.38 |
1514.71 |
888.87 |
| Basic EPS |
3.34 |
1.87 |
4.39 |
2.57 |
| Diluted EPS |
3.33 |
1.85 |
4.36 |
2.56 |
STATE OF COMPANYfS AFFAIRS / BRIEF DESCRIPTION OF THE COMPANYfS WORKING
DURING THE
YEAR / HIGHLIGHTS / OPERATIONS
During the year under review, Emerald Finance Limited continued to expand its
operations as a diversified financial services company, with a focus on Early Wage Access
(EWA), SME & Retail Lending, and Retail Loan Distribution through Shubhbank.com. The
Company continued to strengthen its technology platform, lending operations and
distribution capabilities with a view to providing accessible and convenient financial
solutions to individuals, employees and businesses.
The Company recorded a strong improvement in its financial performance during the year.
On a standalone basis, the Gross Income increased to 2,078.25 lakhs as against 1,347.18
lakhs in the previous year, registering a growth of approximately 54.27%. Profit Before
Tax increased to 1,552.93 lakhs from 868.18 lakhs, representing a growth of approximately
78.88%, while Profit After Tax increased to 1,154.54 lakhs from 644.38 lakhs, registering
a growth of approximately 79.18%.
On a consolidated basis, the Gross Income increased to 3,120.44 lakhs as compared to
2,163.42 lakhs in the previous year, representing a growth of approximately 44.25%.
Consolidated Profit Before Tax increased to 2,036.53 lakhs from 1,194.12 lakhs,
registering a growth of approximately 70.54%, while Consolidated Profit After Tax stood at
1,514.71 lakhs as against 888.87 lakhs in the previous year, representing a growth of
approximately 70.41%.
The Company's Basic Earnings Per Share (EPS) increased from 1.87 to 3.34 on a
standalone basis and from 2.57 to 4.39 on a consolidated basis. The corresponding Diluted
EPS increased from 1.85 to 3.33 on a standalone basis and from 2.56 to 4.36 on a
consolidated basis.
Business Operations
Early Wage Access (EWA):
The Company operates an Early Wage Access platform which enables eligible employees to
access a portion of their earned but unpaid wages before the normal salary disbursement
date. The platform provides employees with timely and convenient access to liquidity
through a secure and technology-enabled mechanism.
SME & Retail Lending:
The Company continued its lending operations through its own lending book, primarily
catering to the credit requirements of SMEs and retail borrowers. The Company remains
focused on responsible lending, efficient credit evaluation and prudent risk management
while providing timely credit solutions to its customers.
Retail Loan Distribution:
Through Shubhbank.com, the Company continued to facilitate the distribution of retail
loan products offered by various financial institutions. The platform enables prospective
borrowers to access suitable lending products and connects them with lending partners. The
Company has established a Pan-India presence in this segment and continues to strengthen
its digital distribution capabilities.
The Company's overall performance during the year reflects the continued scaling of its
business operations and the benefits arising from its diversified financial services
model. The management remains focused on sustainable growth, strengthening the Company's
technology and distribution infrastructure, enhancing customer experience and maintaining
prudent financial and risk-management practices.
DIVIDEND :-
Your Company is consistently rewarding its shareholders by way of dividend payment. The
Board of Directors of your Company have recommended payment of Final Dividend Rs. 0.10 per
Equity Share having Face Value of Rs. 10/- each for the Financial Year 2025-26, subject to
approval of the Shareholders at the ensuing 43rd 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 2.31
crores has been transferred to Statutory Reserve Fund u/s 45 IC @20% .
DIRECTORS: -
In accordance with the provisions of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Sanjay Aggarwal (DIN 0250828), Director of the Company
retires by rotation in the ensuing Annual General Meeting and being eligible offer himself
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 |
| 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. the Paid-up Share Capital of the Company is 34,54,03,190/-, divided into
3,45,40,319 Equity Shares of 10/- each as at 31st March, 2026.
- The Company has not bought back any of its securities during the year under review.
- The Company has not issued Employee Stock Options during the year under review.
However, the Company had granted 2,80,000 Employee Stock Options in the previous years,
out of which the options remain unexercised as on the date of this Report.
- 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 of the Company through Postal Ballot dated 24th
October, 2023, the Board of Directors of the Company approved the "EFL ESOP Scheme
2023" ("Scheme") in accordance with the applicable provisions of the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended from time to time ("SEBI SBEB Regulations").
The Scheme is administered by the Nomination and Remuneration Committee of the Company
and is in compliance with the applicable provisions of the SEBI SBEB Regulations. There
have been no material changes in the Scheme during the financial year under review. During
the previous financial years, the Company had granted 2,80,000 (Two Lakh Eighty Thousand)
stock options, which remained outstanding as at 31st March, 2026. No stock options were
granted to any employee during the financial year ended 31st March, 2026. The options
granted under the Scheme shall be exercisable not earlier than one year and not later than
four years from the respective date of vesting, subject to the terms and conditions of the
Scheme.
The disclosures required under Regulation 14 of the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, as at 31st March, 2026, are set out in the ESOP
Annexure forming part of the Annual Report and are available at the following link
https://emeraldfin.com/wp-content/uploads/2026/08/ESOPAnnexure2026.pdf.
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. |
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 |
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.
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.
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 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 2025-26, 7 (seven) 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 |
11.04.2025 |
4 |
4 |
| 2 |
22.05.2025 |
4 |
4 |
| 3 |
11.07.2025 |
4 |
4 |
| 4 |
26.08.2025 |
4 |
4 |
| 5 |
15.10.2025 |
4 |
4 |
| 6 |
16.01.2026 |
4 |
4 |
| 7 |
16.01.2026 (Ind. Director's Meeting) |
2 |
2 |
POLICY ON DIRECTORSf 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 iv.
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 16.01.2026 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 39th 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 2025-26.
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 Negi & Company, 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 2025-26, 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
2025-26 in terms of Chapter V of the Companies Act, 2013. Accordingly, disclosure
under this head is Nil. Further, there was no noncompliance 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.
THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR IN TERMS OF SECTION 134(3)(o) OF
THE ACT:-
The provisions of Corporate Social Responsibility became applicable to the company
during the year under review. The details about the policy developed and implemented by
the Company on Corporate Social Responsibility initiatives taken during the year under
review in the form of CSR Policy is available on the website of the Company at
www.emeraldfin.com. The weblink for the same is
https://emeraldfin.com/wp-content/uploads/2026/03/CSR-Policy-V1.pdf. During the year
2025-26, the Company has undertaken various Corporate Social Responsibility initiatives in
accordance with the CSR Policy of the Company and Schedule VII to the Companies Act, 2013.
The annual report on CSR is attached as Annexure D-15 of the report.
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, 2026 comprises of the following Directors:
| Mr. Manjeet Kaushik |
Independent Director, Chairman |
| Mr. Akshay 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,
2026 comprises of the following Directors:
| Mr. Manjeet Kaushik |
Independent Director, Chairman |
| Mrs. Anubha Aggarwal |
Non-executive, Non - Independent Director, Member |
| Mr. Akshay 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 on31.03.2026: -
| Mrs. Anubha Aggarwal |
Non-executive, Non - Independent Director, Chairperson |
| Mr. Akshay 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- 25 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/2026/08/AC5356899-MGT-7-Draft.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
2025-26 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. 29 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 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.
DIRECTORSf 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, 2026, about 99.07%
of the Companyfs shares were held in dematerialised form.
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 2025-26.
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, 2026.
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.
