Emergent Industrial Solutions Ltd

To,

The Members,

Your Directors have pleasure in presenting the 41^st Annual Report on the Business and Operations along with the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2024.

The Financial Performance for the Financial Year ended 31^st March, 2024 are summarized below:

(Rs. In Lacs)

During the financial year under review, the Company generated revenue from its operations of Rs.35721.73 lacs as compared to Rs.15054.02 lacs in FY2022-23. The Company recorded Profit Before Tax of Rs. 255.48 lacs in FY 2023-24, while in FY 2022-23 it stood at Rs. 198.60 lacs. Net profit of the company is Rs. 192.51 lacs for the financial year under review as against Rs.149.23 lacs in the previous financial year. The Shareholders? funds increased from Rs. 2376.48 lacs as on 31^st March, 2023 to Rs.2570.70 lacs as on 31^st March, 2024.

There is no change in the nature of business of the Company during the financial year under review.

During the financial year under review no amount has been transferred to Reserves.

The Board of Directors have decided to plough back the profits and have hence have not recommended any dividend for the year under review.

Your Board of Directors are duly constituted and is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 149 of the Companies Act, 2013. The Board comprises of Directors with rich experience and expertise across a range of fields such as corporate finance, strategic management, accounts, legal, marketing, human resource, general management and strategy.

Except the independent directors, all other directors are liable to retire by rotation as per the provisions of the Companies Act, 2013.

At the ensuing Annual General Meeting, Mrs. Shobha Sahni, Non-Executive Non-Independent Director, (DIN: 07478373) of the Company, retire by rotation and, being eligible, offer herself for re-appointment.

In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors Databank.

During the year under review, no Directors or Key Managerial Personnel has resigned or appointed except Mr. Atul Gupta, who was appointed as the Chief Financial Officer during the year under review, on the recommendation of Nomination and Remuneration Committee.

In terms of the Listing Regulations, no listed Company shall appoint a person or continue the Directorship of any as Non-Executive Director who has attained the age of 75 years unless a special resolution passed to that effect. It may be noted that Mrs. Shobha Sahni has attained the age of 75 years during her tenure as director of the Company and a Special resolution for her appointment forms part of the Notice of the ensuing AGM. Therefore, this statement may also be regarded as an appropriate disclosure under the Listing Regulations.

The Nomination and Remuneration Committee elects the candidates to be appointed as the directors on the basis of the needs and enhancing the competencies of the Board of the Company. The current policy is to have an optimum balance of Non-executive and Independent Directors to maintain the independence of the Board, and to separate its functions of governance and management. The composition of Board of Directors during the year ended 31st March, 2024 is in conformity with Regulation 17 of the SEBI Listing Regulations, 2015 read with Section 149 of the Companies Act, 2013. The policy of the Company on directors? appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub- section (3) of Section 178 of the Companies Act, 2013 and the remuneration paid to the directors are governed by the Remuneration Policy of the Company. The Policy may be accessed at the link https://www.eesl.in/pdf/policies/Policy_Nomination%20and%20Remuneration.pdf.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, discussions on state of Company?s affairs have been covered as part of the Management Discussion and Analysis (MDA) in a separate section to this Report as Annexure 1.

The Company has no Joint Venture or Associate Company. However, it has one wholly owned subsidiary Company whose details are provided below:

The Subsidiary Company is exploring ways and means for identifying new opportunities in the education sector. The performance and financial position of the Subsidiary forms part of the Annual Report.

The Company has a wholly owned unlisted subsidiary Indo Education Private Limited (CIN: U74999DL2002PTC114185) the said subsidiary is a Board managed company with its Board having the rights and obligations to manage the Company in the best interest of its stakeholders.

As per provisions of Section 129 (3) of the Companies Act, 2013 and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Consolidated Financial Statements are prepared in accordance with the Indian Accounting Standards prescribed by ICAI. Accordingly, the Consolidated Financial Statements incorporating the accounts of Subsidiary Company along with Auditors Report thereon, forms part of this Annual Report.

In accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board to best of their knowledge and ability hereby confirm that for the year ended 31st March, 2024:

a) In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the Profit and Loss of the Company for that period; c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors have prepared the Annual Accounts for the period ended 31st March, 2024 on a going concern basis; e) The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Skills, Expertise and competence is identified by the Board in the context of the business of the Company.

The Board of Directors oversees the functioning of the management comprising of the executives at various levels of the organization and provides necessary guidance and direction towards the attainment of corporate business objectives.

The Company is mainly engaged in imports and international trading of coal, coke, iron ore, steel and ferro alloys etc. The skill sets required for such business and the industry in general and the overall experience in trading of these items, commercial knowledge relevant for such trading, knowledge of foreign trade policy, customs, regulations, international trade agreements, financial knowledge etc.

The above skill sets, expertise and competence are largely available with the Board of Directors of the Company at present.

The Company has received necessary declarations from the Independent Director(s) under Section 149(7) of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

In the opinion of the Board, the Independent Directors possess excellent rating in respect of clear sense of value and integrity and have requisite expertise and experience in their respective fields. All the Independent Directors of the Company are enrolled with Data Bank maintained by Indian Institute of Corporate Affairs. As per the provisions of section 150 of the Companies Act, 2013 read rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company are exempted from undergoing the online proficiency self-assessment test conduct by the Institute, except those who are required to undergo the test had passed the online proficiency self-assessment test within the prescribed time.

In a separate meeting of Independent Directors, performance of non-Independent Directors, performance of the Board as whole and performance of the Chairman was evaluated.

Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Director being evaluated.

The framework of performance evaluation of the Directors captures the following points: a) Performance of the directors and key attributes of the Directors that justify his/her extension/continuation on the Board of the Company b) Participation of the Directors in the Board proceedings and their effectiveness. c) Fulfillment of the Independence criteria and their independence from the management as specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any statutory modification (s) or enactment thereof for the time being in force) in case of Independent Directors, d) The evaluation of its own performance by Board of Directors as a whole and of its committees and individual Directors was conducted based on the criteria and framework adopted by the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board?s functioning such as composition of the Board and committees, experience and competencies, performance of specific duties and obligations, governance issues, participation and effectiveness.

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirement set out by SEBI Listing Regulations. The report on Corporate Governance as stipulated under the SEBI Listing Regulations, forms an integral part of this Report and is annexed at Annexure

- 2. The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

All transactions with related parties during the year under review, were reviewed and approved by the Audit

Committee and were at arm?s length and in ordinary course of business. Prior omnibus approval was obtained from the Audit Committee for related party transactions which were repetitive in nature and in ordinary course of business. The transactions entered into pursuant to the omnibus approval were periodically placed before the Audit Committee for review. All related party transactions entered into during the year were in ordinary course of business and at an arm?s length basis. The related party by virtue of the quantities it procures is in a better position to negotiate better rates/pricing from global suppliers and miners, hence the Company proposes to enter into transactions with the Related party.

The disclosure of Related Party Transactions as required in terms of Section 134(3) (h) of the Companies Act, 2013 in Form AOC- 2 is annexed hereto as Annexure-3. Further the Company has in place, a policy on related party transactions, which is uploaded on Company?s website at https://eesl.in/pdf/policies/Policy_Related_Party.pdf.

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and other applicable provisions, the Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and of the Board of Directors of the Company. The Audit Committee regularly reviews the risk management strategy of the Company to ensure the effectiveness of risk management policies and procedures. The risk management policy of the Company is available at the website of the Company at https://eesl.in/policies.php.

The Company has put in place strong internal control systems in line with globally accepted practices. The processes adopted by the Company are best in class and commensurate with the size and nature of operations. The Company has adopted risk-based framework which is intended for proper mitigation of risks. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The Company has employed experienced professional to carry out the internal audits to review the adequacy and compliance to the laid down procedures to manage key risks.

The Audit Committee of the Board regularly reviews the adequacy & effectiveness of internal audit environment and implementation of internal audit recommendations including those relating to strengthening of Company?s risk management policies & systems. Your Company?s philosophy is of zero tolerance towards all applicable legal non-compliances.

The Corporate Social Responsibility Committee (CSR Committee) formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company?s website at the link: https://eesl.in/pdf/policies/Policy_CSR.pdf. The key philosophy of all CSR initiatives of the Company is driven by core value of inclusion. During the year there was no obligation to spend on CSR activities by the Company. A report on CSR activities is annexed herewith as Annexure-4.

The Directors have devised proper system and process of complying with the Secretarial Standards issued by

Institute of Company Secretaries of India (‘ICSI?) and such systems were adequate and operating effectively.

The Company has complied with the applicable Secretarial Standards i.e., SS -1 and SS -2 and SS-4, relating to

‘Meetings of Board of Directors? and ‘General Meetings? and Report of the Board of Directors respectively

M/s O.P. BAGLA & CO LLP, Chartered Accountants (FRN: 000018N/N500091), was appointed as Statutory Auditors for a period of 5 years from the conclusion of 37th Annual General Meeting till the conclusion of 42nd Annual General Meeting of the Company. M/s O.P.Bagla & CO. LLP, Chartered Accountants have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Board appointed M/s. Anuj Kumar & Associates, Chartered Accountants (FRN No.029518N) as Internal Auditors to conduct Internal Audit of the Company for the Financial Year 2023-24. The Audit Committee of the Board provides direction and monitors the effectiveness of the Internal Audit function. The Internal Auditor reports to the Audit Committee. The Audit Committee reviews the report presented by the Internal Auditor and takes necessary actions to close the gaps, if any identified in timely manner.

The provisions of Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company.

Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s Kumar Wadhwa & Co., Practicing Company Secretaries (C.P NO:7027) as Secretarial Auditors for Financial Year 2023-24. The Secretarial Audit Report for Financial Year ended on 31st March, 2024 is annexed to this report as Annexure-5.

There were no qualifications, reservations or adverse remarks made by the Auditors in their Report.

There were no qualifications, reservations or adverse remarks made by the Practicing Company Secretary in his Secretarial Audit Report.

During the year under review the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed by the officers or employees of the Company to the Audit Committee as per Section 143(12) of the Act details of which needs to be mentioned in this report.

During the year under review, the Board of Directors of the Company met 5 (Five) times on 27^th April, 2023, 29^th May, 2023, 14^th August, 2023, 8^th November, 2023 and 12^th February, 2024. The composition of Board of Directors during the year ended March 31, 2024 is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Companies Act, 2013. For further details, please refer report on Corporate Governance of this Annual Report.

As on 31st March, 2024, the Audit Committee comprised of Mr. Rakesh Suri (Chairman), Mr. Vikram Modi and Mr. Tarun Somani, as other members. The composition of the Audit Committee is in conformity with requirements as per the Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations. During the year ended 31st March, 2024, the Committee met 5 (Five) times on 27^th April, 2023, 29^th May, 2023, 14^th August, 2023, 8^th November, 2023 and 12^th February, 2024. For further details, please refer report on Corporate Governance of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

As on 31^st March, 2024, the Nomination and Remuneration Committee comprised of Mr. Vikram Modi, (Chairman), Mr. Rakesh Suri and Mr. Tarun Somani, as other members. The Chairperson of the Committee is an Independent Director. The Composition of the Nomination and Remuneration Committee is in conformity with requirements of section 178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations. During the year ended 31st March, 2024 the Committee met once on 27^th April, 2023. For further details, please refer report on Corporate Governance of this Annual Report.

As on 31^st March, 2024, the Stakeholders Relationship Committee comprised of Mr. Rakesh Suri (Chairman), Mr. Vikram Modi and Mr. Tarun Somani, as other members. The composition of the Stakeholders Relationship Committee is in conformity with the requirements of the Companies Act, 2013 and Regulation 20 of SEBI Listing Regulations. During the year ended 31^st March, 2024 the Committee met only once on 8^th November, 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

The CSR Committee comprises of Mr. Rakesh Suri (Chairman), Mr. Vikram Modi and Mrs. Shobha Sahni, as other members. The Composition of the CSR Committee is in conformity with requirements of Section 135 of the Companies Act, 2013.

During the year under review, the Independent Directors of the Company met once on 8^th November, 2023. For further details, please refer report on Corporate Governance of this Annual Report.

The Company has not made investments, provided any guarantees or security under the provisions of Section 186 of the Companies Act 2013, during the period under review. The particulars of loans covered under Section 186 of the Companies Act, 2013 have been given in the notes to accounts to the Financial Statements.

No material changes and commitments affecting the financial position of the Company occurred between the Financial Year to which this Financial Statements relates and the date of this report.

As the Company?s Operations do not involve any manufacturing or processing activities the particulars as per the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption are not reportable.

The foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are:

1. Foreign exchange earnings in terms of actual inflows were NIL during the Year.

2. Foreign exchange outgo in terms of actual outflows was Rs.32,537.22 lacs during the Year.

The paid-up share capital of the Company is Rs.456.90 lacs (Rupees Four Hundred and Fifty-Six lacs and ninety thousand only) consisting of 45,69,000 equity shares of Rs.10/- each. The Company has not issued any share during the Financial Year. Hence, there are no changes in the share capital of the Company during the Period under review.

Pursuant to the provisions of Section 124, 125 and other relevant rules of the Act, the dividend declared by the Company which remain unpaid/ unclaimed for a period of seven years shall be transferred by the Company to Investor Education and Protection Fund established by the Central Government. During the year under review, the Company has not transferred any amount to Investor Education and Protection Fund.

The Company has a Vigil Mechanism and Whistleblower Policy in place to enable its Directors and Employees to report genuine concerns, if any and oversees the Vigil Mechanism through the Audit Committee. The Company has also provided adequate safeguards against victimization of employees and directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the employees and the Company. The vigil mechanism is uploaded on website of the Company at https://eesl.in/pdf/policies/Policy_whistle_blower.pdf

Pursuant to Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the F.Y. 2023-24 is available on the website of the Company at www.eesl.in.

The Board of Directors of the Company has adopted, on recommendation of the Nomination and Remuneration Committee, a Policy for Selection and Appointment of Directors, Key Management Personnel and Senior Management Personnel and their Remuneration. The policy is also posted on the website of the Company at https://eesl.in/pdf/policies/Policy_Nomination and Remuneration.pdf

The information required pursuant to the Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

A. The Company had no employee in receipt of remuneration of more than Rs.1,02,00,000/- (Rupees One

Crore Two Lac) p.a. or Rs 8,50,000/- (Rupees Eight Lac Fifty Thousand) per month in respect of whom disclosure is required to be made pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. B. Further, pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of

Companies (Appointment and Remuneration of Managerial Personnel), Amendment Rules, 2016, a statement showing the names and other particulars of the top ten employees is enclosed as Annexure-6 and forms integral part of this Report C. The Details of remuneration received by Key Managerial Personnel (KMP) for the financial year 2023-24 is as under:

I. The median remuneration for the year 2023-24 is Rs. 95,625/- per month (Rupees Ninety-Five

Thousand Six Hundred Twenty-Five Only)

II. The percentage increase in the median remuneration of the employees in the financial year is:

6.25%.

III. The Company affirms that the remuneration is as per the remuneration policy of the Company.

The company does not have any outstanding loan from the Directors and/or their relatives as per Rule 2 (1)(c)(8) of Companies (Acceptance of Deposit) Rules, 2014 of Chapter V.

In terms of the provisions of Section 73 of the Companies Act, 2013 read with Rules, the Company has no opening and closing balances and also the Company has not accepted any deposit during the Financial Year under review and as such no amount of principal and interest outstanding as on 31st March, 2024.

The Company has neither made any application nor any proceeding is pending under Insolvency and Bankruptcy Code, 2016 during the year under review.

The Company has not availed any External Credit Rating during the year under review.

The Company has not availed any credit facility and the Company has not done any one-time settlement with the Banks during the year under review.

There are no significant and material orders issued against the Company by any regulatory authority or court or tribunal affecting the going concern status and Company?s operation in future.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company is required to obtain a certificate from a Practicing Company Secretary that none of the Directors on the board of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by Board/Ministry of Company Affairs or any such statutory authority. The declaration in this regard has been obtained by all the Directors and accordingly the said certificate is being obtained from M/S Kumar Wadhwa & Co., Practicing Company Secretaries, (C.P NO: 7027), which is annexed to this report as Annexure- 7.

The Company has in place, the ‘Sexual Harassment at the Workplace (Prevention and Redressal) Policy? in line with the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act?). An Internal Complaints Committee has been set up to redress complaints on sexual harassment. The Company affirms that during the year under review, no complaints were received by the Committee under the said Act.

In support of "Green Initiative" taken by the Ministry of Corporate Affairs ("MCA") by allowing service of documents by a Company to its Members through electronic mode, the Company will continue to send various communications and documents like notice calling general meetings, audited financial statements, directors? report, auditor?s report etc., in electronic form, to the email address provided by the Members to the Depositories or to the Company. Your Company impresses upon its shareholders to contribute to this green initiative in full measure by registering their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participant. Members whose e-mail ID is not registered with the Company/Depositories are requested to take necessary steps for registering the same so that they can also become a part of the initiative and contribute to the Green Movement.

ENCLOSURES: a. Annexure 1 : Management Discussion and Analysis Report b. Annexure 2 : Corporate Governance Report c. Annexure 3 : Related party details in Form AOC -2 d. Annexure 4 : Annual Report Corporate Social Responsibility (CSR) Activities; e. Annexure 5 : Secretarial Auditors Report in Form No. MR-3 f. Annexure 6 : Details of personnel/particulars of employees; g. Annexure 7 : Certificate on Non-Disqualification of Directors h. Annexure 8 : Certificate of CEO on Code of Conduct i. Annexure 9 : Compliance Certificate by CFO/CEO

ACKNOWLEDGEMENTS

The Directors are thankful to the Stakeholders, Bankers, Customers and Agents for their valuable support and assistance. The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the Financial Year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.