Directors Report of Emergent Industrial Solutions Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 42^nd Annual Report on the Business and
Operations along with the Audited Financial Statements of the Company for the Financial
Year ended 31^st March, 2025.

FINANCIAL PERFORMANCE

The Financial Performance for the Financial Year ended 31^st March, 2025 are summarized
below:

(Rs. In Lacs)

		Standalone		Consolidated
S.	PARTICULARS	2024-25	2023 - 24	2024-25	2023 - 24
NO
1.	Sales and other Income	79877.63	35918.77	79865.77	35907.27
2.	Expenditure	79344.54	35663.29	79345.34	35664.08
3.	Profit Before Tax	533.09	255.48	520.43	243.19
	Provision for Taxation (1) Current Tax	135.17	65.40	135.17	65.40
4.	(2) Earlier Year Tax	3.03	(0.36)	3.03	(0.36)
	(3) Deferred Tax	(1.83)	(2.07)	4.53	6.83
5.	Profit after Tax	396.72	192.51	377.70	171.32
6.	Other Comprehensive Income (net of taxes)	(0.60)	1.71	(0.60)	1.71
7.	Total Comprehensive Income	396.12	194.22	377.10	173.03
8.	Earning Per Equity Share (In Rs.): (1) Basic	8.68	4.21	8.27	3.75
	(2) Diluted	8.68	4.21	8.2 7	3.75
9.	Equity Share Capital	456.90	456.90	456.90	456.90
10	Other Equity	2509.92	2113.80	2320.23	1943.13

REVIEW OF PERFORMANCE

During the financial year under review, the Company generated revenue from its operations
of Rs.79877.63 lacs as compared to Rs. 35918.77 lacs in FY2023-24. The Company recorded
Profit Before Tax of Rs. 533.09 lacs in FY 2024-25, while in FY 2023-24 it stood at Rs. 255.48
lacs. Net profit of the company is Rs. 396.12 lacs for the financial year under review as
against Rs.194.22 lacs in the previous financial year. The Shareholders'' funds increased
from Rs. 2570.70 lacs as on 31^st March, 2024 to Rs.2966.82 lacs as on 31^st March, 2025.

CHANGE IN NATURE OF BUSINESS, IF ANY

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

TRANSFER TO RESERVES

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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, Mr. Tarun Somani, Non-Executive Director, (DIN:
00011233) of the Company, retire by rotation and, being eligible, offer himself 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.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

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, 2025 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/Policv 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.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

S. No.	NAME	RELATION	CIN
1.	Indo Education Private Limited	Subsidiary	U74999DL2002PTC114185

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.

CONSOLIDATED FINANCIAL STATEMENTS

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.

DIRECTORS RESPONSIBILITY STATEMENT

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, 2025:

a) In the preparation of the annual accounts for the year ended 31st March, 2025, 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, 2025 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,
2025 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 OF THE BOARD

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.

DECLARATION OF INDEPENDENT DIRECTORS

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.

STATEMENT REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE OF
INDEPENDENT DIRECTORS

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.

BOARD EVALUATION

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.

CORPORATE GOVERNANCE

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES

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. During the year, certain
related-party transactions exceeded the materiality threshold specified under the SEBI
(LODR) Regulations. The Audit Committee reviewed and recommended the transactions to
the Board, and the Company secured prior omnibus approval of the Members for such
transactions at the 41^st Annual General Meeting held on 30^th September, 2024 (the approval
covers transactions for FY 2024-25 and FY 2025-26). The Board confirms that such
transactions were in the ordinary course of business and on an arm''s-length basis.

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.

STATEMENTS CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK
MANAGEMENT POLICY OF THE COMPANY

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.

SECRETARIAL STANDARDS

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

STATUTORY AUDITORS

M/s O.P. BAGLA & CO LLP, Chartered Accountants (FRN:000018N/N500091), were
appointed as Statutory Auditors for a first term of 5 years from the conclusion of 37th
Annual General Meeting till the conclusion of 42nd Annual General Meeting of the Company
and their term is expiring at the conclusion of this Annual General Meeting.

After evaluating and considering various factors such as industry experience, competency
of the audit team, efficiency in conduct of audit, independence, etc., the Board of Directors
of the Company (''Board'') has, based on the recommendation of the Audit Committee,
proposed the re-appointment of O.P.Bagla & CO. LLP, Chartered Accountants, as the
Statutory Auditors of the Company, for the second consecutive term of five years from the
conclusion of forty-Second AGM till the conclusion of Forty Seventh AGM of the Company
to be held in the year 2030, at a remuneration as may be mutually agreed between the
Board and the Statutory Auditors.

O.P.Bagla & CO. LLP have consented to their appointment as the Statutory Auditors and
have confirmed that the appointment, if made, would be within the limits specified under
Section 141(3)(g) of the Act and that they are not disqualified to be appointed as the
Statutory Auditors in terms of the provisions of Section 139 and 141 of the Act and the
Rules framed thereunder.

The Board, in consultation with the Audit Committee, may alter and vary the terms and
conditions of re-appointment, including remuneration, in such manner and to such extent
as may be mutually agreed with the Statutory Auditors.

None of the Directors, Key Managerial Personnel or their respective relatives are, in any
way, concerned or interested, financially or otherwise, in the Resolution at Item No. 3 of
the accompanying Notice. Based on the recommendation of the Audit Committee, the Board
recommends the Ordinary Resolution set forth at Item No.3 of the Notice for approval by
the Members.

INTERNAL AUDITORS

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 2024-25. 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.

COST AUDITORS

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

SECRETARIAL AUDITORS

The Securities and Exchange Board of India (SEBI) had amended the SEBI (Listing
Obligations and Disclosure Regulations, 2015'') on December 12, 2024. The amended
Regulations 24A of SEBI (LODR) Regulations, 2015 provide specific guidelines for
appointment or re-appointment of Secretarial Auditors w.e.f April 01, 2025.

Regulations 24A of SEBI (LODR) Regulations, 2015 states that on the basis of
recommendation of board of directors, a listed entity shall appoint or re-appoint an
individual as Secretarial Auditor for not more than one term of five consecutive years or a
Secretarial Audit Firm for not more than two consecutive terms of five consecutive years,
with the approval of its shareholders in its Annual General Meeting. Accordingly, based on
the recommendations of the Audit Committee and the Board of Directors, it is hereby
proposed to appoint Wadhwa & Co, Practising Company Secretaries , Company Secretaries,
having (FRN: P2014DE036600) (Peer Review Certificate No.: 3834/2023), as the
Secretarial Auditors of the Company for a period of 5 consecutive years from financial year
2025-26 to Financial year 2029-30 pursuant to provisions of Section 204 of the Companies
Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (including any the time being in force) and Regulation 24(A) of the
SEBI (LODR) Regulations, 2015.

Pursuant to Regulation 24A of the SEBI (LODR) Regulations (as amended) and Section 204
of the Companies Act, the Board, on the recommendation of the Audit Committee, has
proposed the appointment of Wadhwa & Co., Practicing Company Secretaries (FRN:
P2014DE036600) as Secretarial Auditors for a term of five consecutive years from financial
year 2025-26 to 2029-30. The said appointment is proposed subject to the approval of the
Members at the ensuing Annual General Meeting and an ordinary resolution for the same
has been included in the Notice of the AGM.

EXPLANATIONS OR COMMENTS BY THE BOARD ON

a. Statutory Auditors Report

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

b. Secretarial Audit Report

There were no qualifications, reservations or adverse remarks made by the Practicing
Company Secretary in his Secretarial Audit Report. The Secretarial Audit Report is
attached at Annexure -4.

DETAILS OF REPORT OF FRAUD BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors
have reported any instances of fraud under Section 143(12) of the Companies Act, 2013
to the Audit Committee. Accordingly, there are no reportable instances of fraud for the
year ended 31st March, 2025.

MEETINGS OF THE BOARD

During the year under review, the Board of Directors of the Company met 4 (four) times
on, 30^th May, 2024, 12^th August, 2024, 8^th November, 2024 and 12^th February, 2025. The
composition of Board of Directors during the year ended March 31, 2025 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.

AUDIT COMMITTEE

As on 31st March, 2025, 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,
2025, the Committee met 4 (Four) times on 30^th May, 2024, 12^th August, 2024, 8^th
November, 2024 and 12^th February, 2025. For further details, please refer report on
Corporate Governance of this Annual Report.

As on 31^st March, 2025, 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 31^st March, 2025 the Committee met twice on 30^th May, 2024 and 8^th November,
2024. For further details, please refer report on Corporate Governance of this Annual
Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31^st March, 2025, 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, 2025 the Committee met on 12^th August, 2024, 8^th
November, 2024, 12^th February, 2025 and 31^st March, 2025. For further details, please refer
Report on Corporate Governance attached to this Annual Report.

CORPORATE SOCIAL RESPONSIBILTY (CSR) COMMITTEE

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 ended 31^st
March, 2025 the Committee met twice on 12^th February, 2025 and March 31, 2025. For
further details, please refer Report on Corporate Governance attached to this Annual
Report.

The Corporate Social Responsibility Committee (CSR Committee) has 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-5.

INDEPENDENT DIRECTORS

During the year under review, the Independent Directors of the Company met once on 8^th
November, 2024. For further details, please refer report on Corporate Governance attached
to Annual Report.

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

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.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATES AND THE DATE OF THE
REPORT

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.

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

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:

Foreign Exchange Earnings and outgo-

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.66202.69 lacs during the
Year.

SHARE CAPITAL

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.

TRANSFER OF UNCLAIMED AMOUNT TO INVESTORS EDUCATION AND
PROTECTION FUND (IEPF)

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 and the
rules made thereunder, companies are required to transfer to the Investor Education and
Protection Fund (IEPF) all unpaid/unclaimed dividend after the expiry of seven years from

the date of its declaration along with the corresponding shares in respect of which dividend
has not been claimed for a continuous period of seven years. The Company has been
regularly monitoring such accounts in accordance with the applicable provisions.

During the year under review, there were no amounts of unclaimed/unpaid dividend liable
to be transferred to IEPF. Consequently, no shares of the Company were required to be
transferred to the Demat account of the IEPF Authority. Further, as on the date of this
Report, there are no outstanding amounts or shares due for transfer to IEPF under Sections
124 and 125 of the Companies Act, 2013.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

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

ANNUAL RETURN

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.2024-25 is
available on the website of the Company at www.eesl.in.

NOMINATION AND REMUNERATION POLICY

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

PARTICULARS OF REMUNERATION OF EMPLOYEES

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 2024-25 is as under:

Sl. No	Name of KMP		Designation	Remuner ation (Rs.in Lacs)	% increase in remuner ation	% of revenue	Remarks
1	Ms. Nagpal	Sabina	Company Secretary	23.43	16.22%	0.03%	-
2	Mr. Rawal	Vikash	Chief Executive Officer	38.26	11.97%	0.05%	-
3	Mr. Atul Gupta		Chief Financial Officer	15.36	22.98%	0.02%

I. The median remuneration for the year 2024-25 is Rs. 1,10,137/- per month
(Rupees One Lakh Ten Thousand One Hundred Thirty Seven)

II. The percentage increase in the median remuneration of the employees in the
financial year is:15.17%.

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

LOAN FROM DIRECTORS AND THE RELATIVES

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.

DEPOSITS

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, 2025.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

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

CREDIT RATING

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

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

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.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNAL

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.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

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.

DISCLOSURE UNDER ''THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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. An Internal Complaints Committee
has been set up to redress complaints on sexual harassment. The Company affirms that:

- Number of complaints of sexual harassment received in the year: Nil

- Number of complaints disposed off during the year: Nil

- Number of cases pending for more than ninety days: Nil

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

As required under Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Company
confirms that it complies with the provisions of the Maternity Benefit Act, 1961.

GREEN INITIATIVE

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 : Secretarial Auditors Report in Form No. MR-3

e. Annexure 5 : Annual Report Corporate Social Responsibility (CSR) Activities;

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.

For and on behalf of Board of Directors
For EMERGENT INDUSTRIAL SOLUTIONS LIMITED

DATE: 14.08.2025 TA RU N SOMANI SHOBHA SAHNI

PLACE: New Delhi (DIRECTOR) (DIRECTOR)

DIN:00011233 DIN: 07478373

Registered Office:

8-B, ‘Sagar’, 6, Tilak Marg,

New Delhi - 110 001

---

Mar 31, 2024

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.

FINANCIAL PERFORMANCE

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

(Rs. In Lacs)

		Standalone		Consolidated
S. NO.	PARTICULARS	2023-24	2022 - 23	2023-24	2022 - 23
1.	Sales and other Income	35918.77	15454.14	35907.27	15442.79
2.	Expenditure	35663.29	15255.54	35664.08	15256.47
3.	Profit Before Tax	255.48	198.60	243.19	186.32
4.	Provision for Taxation (1) Current Tax (2) Earlier Year Tax (3) Deferred Tax	65.40 (0.36) (2.07)	51.07 (0.20) (1.50)	65.40 (0.36) 6.83	51.07 (0.20) (4.02)
5.	Profit after Tax	192.51	149.23	171.32	139.47
6.	Other Comprehensive Income (net of taxes)	1.71	0.91	1.71	0.91
7.	Total Comprehensive Income	194.22	150.14	173.03	140.58
8.	Earning Per Equity Share (In Rs.): (1) Basic (2) Diluted	4.21 4.21	3.27 3.27	3.75 3.75	3.05 3.05
9.	Equity Share Capital	456.90	456.90	456.90	456.90
10	Other Equity	2113.80	1919.58	1943.13	1770.08

REVIEW OF PERFORMANCE

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.

CHANGE IN NATURE OF BUSINESS, IF ANY

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

TRANSFER TO RESERVES

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

DIVIDEND

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.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

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/Policv 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.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

S. No. NAME RELATION CIN

1. Indo Education Private Limited Subsidiary U74999DL2002PTC114185

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.

CONSOLIDATED FINANCIAL STATEMENTS

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.

DIRECTORS RESPONSIBILITY STATEMENT

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 OF THE BOARD

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.

DECLARATION OF INDEPENDENT DIRECTORS

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.

STATEMENT REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS

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.

BOARD EVALUATION

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.

CORPORATE GOVERNANCE

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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.

STATEMENTS CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISKMANAGEMENT POLICY OF THE COMPANY

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.

INTERNAL FINANCIAL CONTROLS

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.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

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.

SECRETARIAL STANDARDS

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

STATUTORY AUDITORS

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.

INTERNAL AUDITORS

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.

COST AUDITORS

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

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.

EXPLANATIONS OR COMMENTS BY THE BOARD ON

a. Statutory Auditors Report

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

b. Secretarial Audit Report

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

DETAILS OF REPORT OF FRAUD BY AUDITORS

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.

MEETINGS OF THE BOARD

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.

AUDIT COMMITTEE

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.

STAKEHOLDERS RELATIONSHIP COMMITTEE

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.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

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.

INDEPENDENT DIRECTORS

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.

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

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.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

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.

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

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:

Foreign Exchange Earnings and outgo-

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.

SHARE CAPITAL

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.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

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

ANNUAL RETURN

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.

NOMINATION AND REMUNERATION POLICY

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

PARTICULARS OF REMUNERATION OF EMPLOYEES

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:

Sl. No	Name of KMP	Designation	Remunera tion (Rs.in Lacs)	% increase in remuneration	% of revenue	Remarks
1	Ms. Sabina Nagpal	Company Secretary	20.16	24.67%	0.05%	-
2	Mr. Vikash Rawal	Chief Executive Officer	34.17	7.50%	0.09%	-
3	Mr. Atul Gupta	Chief Financial Officer	12.49	Nil	0.03%	(Appoint ed w.e.f.27. 04.2023)

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. LOAN FROM DIRECTORS AND THE RELATIVES

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.

DEPOSITS

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.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

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

CREDIT RATING

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

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

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.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

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.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

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.

DISCLOSURE UNDER ''THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013''

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.

GREEN INITIATIVE

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.

For and on behalf of Board of Directors For EMERGENT INDUSTRIAL SOLUTIONS LIMITED

DATE: 12.08.2024 TARUN SOMANI

PLACE: New Delhi (CH A I R P E RS O N )

DIN:00011233

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Mar 31, 2018

1. INTRODUCTION

The Directors have pleasure in presenting their 35^th Annual Report on the Business and Operations along with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2018.

2. FINANCIAL RESULTS

The Financial Results for the Financial Year ended 31st March, 2018 are summarized below:

(Amount in Rs.)

		Standalone for Current Year	Standalone for Previous Year	Consolidated for Current Year	Consolidated for Previous Year
S. NO.	PARTICULARS	2017 - 2018	2016 - 2017	2017 - 2018	2016 - 2017
1	Sales and other Income	13,387,657	12,507,578	9,901,648	10,253,556
2	Expenditure	9,587,303	8,941,289	5,656,571	5,177,730
3	Profit Before Tax	3,800,354	3,566,289	4,245,077	5,075,826
4	Provision for Taxation (1)Current Tax (2)Earlier Year Tax (3)Deferred Tax	1,114,300 15,913 (22,736)	1,383,980 2,943 (17,652)	1,114,300 15,913 266,338	1,383,980 2,943 2,52,477
5	Profit after Tax	2,692,877	21,97,018	2,848,526	3,436,426
6.	Other Comprehensive Income	(8,866)	(127,933)	(8,866)	(127,933)
7.	Total Comprehensive Income	2,684,011	2,069,085	2,839,660	3,308,493
8.	Earning Per Equity Share: (1)Basic (2) Diluted	0.59 0.59	0.48 0.48	0.62 0.62	0.75 0.75
9.	Equity Share Capital	45,690,000	45,690,000	45,690,000	45,690,000
10	Other Equity	103,622,780	100,938,769	97,895,559	95,055,899

The Company has adopted Indian Accounting Standard ("Ind AS") notified by the Ministry of Corporate Affairs with effect from April 01, 2017 and accordingly these Financial Statements have been prepared in accordance with the recognition and measurement principles laid down in the "Ind AS" prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder. The date of transition is April 01, 2016. The impact of transition has been accounted for in opening reserves and the comparative period Financial Statement has been restated accordingly.

Figures for the Financial Year 2016-17 have been restated as per Indian Accounting Standards (Ind-AS) and, therefore, may not be comparable with financials of Financial Year 2016-17 as approved by the Board of Directors and disclosed in the Financial Statements of Previous Year.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of Business of the Company during the Financial Year under review.

4. ANNUAL RETURN

The extracts of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form MGT - 9 is enclosed herewith.

5. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits that:

a. In the preparation of the annual accounts, 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 at the end of Financial Year 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 on a going concern basis,

e. 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.

6. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declarations from the Independent Director (s) under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

7. Consolidated Financial Statements

The Audited Consolidated Financial Statements in accordance with Indian Accounting Standard (IND AS) - 110 are provided in the annual report.

8. EXPLANATIONS OR COMMENTS BY THE BOARD ON

a. Auditors report:

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

b. Secretarial Audit Report:

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

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

The Company has not made any investments, nor provided any Guarantees under the provisions of Section 186 of the Companies Act 2013. The particulars of loans provided by the Company have been given in the notes to accounts to the Financial Statements.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions are placed before the Audit Committee for review and approval. All related party transactions entered into during the year were in ordinary course of business and at an arm''s length basis. No material Related Party Transactions i.e. transactions exceeding 10% of the annual consolidated turnover as per the last Audited Financial Statements, were entered during the year by your Company. Accordingly, 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 not applicable. Further the Company has in place, a policy on related party transactions, which is uploaded on Company''s website at www.eesl.in.

11. RESERVES

An amount of Rs.26,92,877/- available for appropriation is retained in Profit & Loss account.

12. DIVIDEND

In absence of adequate profits, the Board of Directors have not recommended any dividend for the year under review.

13. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

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.

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

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:

a) Foreign Exchange Earnings and outgo-

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. 72,175/- during the Year.

15. STATEMENTS CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY

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.

16. SHARE CAPITAL

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.

17. PARTICULARS OF REMUNERATION OF EMPLOYEES

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. The Directors of the Company have not received any remuneration during the Financial Year under review.

C. The Details of remuneration received by Key Managerial Personnel is as under:

Name of KMP: Ms. Sabina Nagpal

Remuneration: Rs.11,12,274/- (Rupees Eleven Lac Twelve Thousand Two Hundred Seventy Four Only)

% increase in remuneration: There is no change in remuneration.

% of revenue: 8.30

D. There are 5 (Five) Permanent Employees in the Company.

E. The Company affirms that the remuneration is as per the Remuneration Policy of the Company

18. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

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.

By and on behalf of Board of Directors

For EMERGENT GLOBAL EDU AND SERVICES LIMITED

DATE:30.05.2018

PLACE: NEW DELHI TARUN KUMAR SOMANI

(CHAIRMAN)

DIN: 00011233

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Mar 31, 2016

DIRECTORS'' REPORT

To,

The Members,

Emergent Global Edu and Services Limited 1.

INTRODUCTION

The Directors have pleasure in presenting their 33rd Annual Report on the Business and Operations along with the Audited Financial Statements of the Company for the Financial Year ended March 31st, 2016.

2. FINANCIAL RESULTS

The Financial Results for the period are summarized below:

(Amount in Rs.)

S.NO.	PARTICULARS	2015 - 2016	2014 - 2015
1	Sales and other Income	9541184	10263842
2	Expenditure	5534981	8753081
3	Profit Before Tax	4006203	1510761
4	Provision for Taxation (1)Current Tax (2)Earlier Year Tax (3)Deferred Tax	1298530 (13149) (11452)	493000 15721 (20676)
5	Profit after Tax	2732274	1022716
6	Earning Per Equity Share: (1)Basic (2) Diluted	0.60 0.60	0.22 0.22

3. CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of Business of the Company during the Year under review.

4. ANNUAL RETURN

The extracts of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form No. MGT - 9 is enclosed herewith.

5. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits 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 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 devised proper systems to ensure compliance with the provisions of all applicable Laws and that such systems were adequate and operating effectively.

6. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

7. EXPLANATIONS OR COMMENTS BY THE BOARD ON

a. Auditor report:

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

b. Secretarial Audit Report:

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

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

The Company has given loan to its Wholly Owned Subsidiary, the details are which are contained in the notes to accounts. Apart from this the Company has not provided any Guarantees or made Investments covered under the provisions of Section 186 of the Companies Act 2013.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered in to during the Year were in the ordinary course of business and at an arm''s length basis. The particulars of the contracts or arrangements made with related parties pursuant to Section 188 of the Companies Act, 2013 is furnished in form AOC-2 attached to this report. Further the Company has in place, a policy on related party transactions.

10. RESERVES

The Company has transferred Rs 27,32,274/- to General Reserve during the Financial Year under review.

11. DIVIDEND

Your Directors have decided to retain the funds of the Company for expansion activities and for providing any contingencies which may arise in future, so your Directors do not recommend any dividend on the equity shares for the Year under review.

12. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

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

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

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:

a) Foreign Exchange Earnings and outgo-

1. Foreign exchange earnings in terms of actual inflows was Nil during the Year.

2. Foreign exchange outgo in terms of actual outflows was Nil during the Year.

14. STATEMENTS CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY

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.

15. SHARE CAPITAL

The Company has not issued any shares hence there are no changes in the share capital of the Company during the Financial Year under review.

16. PARTICULARS OF EMPLOYEES

The Company had no employee in receipt of remuneration of more than Rs 60,00,000/- (Rupees Sixty Lac) p.a. or Rs 500,000/- (Rupees Five Lac ) 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.

17. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

18. DIRECTORS

The Board of Directors has an optimum combination of Independent and Non-Executive Directors. As on 31st March 2016, the Board comprises of 4 Directors. The Company is professionally managed and its Board of Directors comprises of professionally qualified Directors, who have rich experience in diversified fields.

Mr. Rakesh Suri and Ms. Shobha Sahni were appointed on the Board of the Company as Additional Directors on 20.02.2016 and 30.03.2016 respectively who shall hold office up to the date of ensuing Annual General Meeting and are proposed to be regularized in the ensuing Annual General Meeting and for whom special notice has been given in the notice of Annual General Meeting.

Now the Board of the Company comprises of:

S.No	Name	Designation	DIN
1.	Mr. Tarun Kumar Somani	Director	00011233
2.	Mr. Rakesh Chandra Khanduri	Director	03048392
3.	Ms. Shobha Sahni	Additional Director	07478373
4.	Mr. Rakesh Suri	Additional Director	00155648

Mr. Tarun Kumar Somani, Director retires by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

19. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR

The Board of Directors of the Company met 6 (Six) times during the Financial Year 2015-2016.

The Meetings were held on 28.05.2015, 12.08.2015, 09.11.2015, 11.02.2016, 20.02.2016 and 30.03.2016. The periodicity between two Board Meetings was within the maximum time gap as prescribed.

The Composition of the Board of Directors, their attendance at Board Meetings and last Annual General Meeting is as under:

Name of Director	Number of Board Meetings under tenure		Last AGM attended
	Held	Attended
Mr. Tarun Kumar Somani	6	6	Yes
Ms. Vandana Jain	4	4	Yes
Mr. Rakesh Chandra Khanduri	6	6	Yes
Mr. Rakesh Suri*	2	2	No
Mr. Neeraj Goenka	5	2	Yes
Ms. Shobha Sahni*	1	1	No

The last Annual General Meeting (AGM) was held on September 30, 2015.

* Mr. Rakesh Suri was appointed as a Director on February 20, 2016. Ms. Vandana Jain has resigned from the Directorship of the Company w.e.f. February 20, 2016.

* Ms. Shobha Sahni was appointed as a Director on March 30, 2016. Mr. Neeraj Goenka has resigned from the Directorship of the Company w.e.f. March 30, 2016.

20. COMMITTEES OF THE BOARD

a. AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013. The Audit Committee has reviewed, over sighted and confirmed the Company''s financial reporting process, appointment, re-appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services, financial statements and draft audit report, including quarterly / half yearly financial information, related party transactions as per Accounting Standard 18 and has reviewed the following mandatory information:

S Management discussion and analysis of financial condition and results of operations;

S Statement of significant related party transactions, submitted by management;

S Management letters / letters of internal control weaknesses issued by Statutory Auditors;

S Appointment, removal and terms of remuneration of Internal Auditor.

The Composition, Name of Members and Chairman

As on 31st March, 2016, the Audit Committee had three Non-Executive Directors of whom two were Independent Directors. Mr. Rakesh Chandra Khanduri an Independent Director is the Chairman of the Committee. During the year ended March 31, 2016, 4 (Four) Audit Committee Meetings were held on 28.5.2015, 12.8.2015, 9.11.2015 and 11.02.2016. Mr. Rakesh Chandra Khanduri, Chairman of the Audit Committee was present at the last Annual General Meeting held on September 30, 2015.

The Composition of the Audit Committee and the attendance of each Member at these meetings are as under:

Name of the Directors	No. of Meetings attended
Mr. Rakesh Chandra Khanduri	4
Mr. Tarun Kumar Somani	4
Ms. Vandana Jain*	4
Mr. Rakesh Suri	-

*Ms. Vandana Jain has been replaced with Mr. Rakesh Suri as member of the Committee due to her resignation with effect from 20^th February 2016.

The Company Secretary of the Company also acts as Compliance Officer to the Committee.

b. NOMINATION AND REMUNERATION COMMITTEE:

The Company has duly constituted a Nomination and Remuneration Committee in line with the provisions of Section 178 of the Companies Act, 2013 consisting of three Non Executive Directors of whom two are Independent Directors. The committee formulated policy on nomination, remuneration and performance evaluation of Board of Directors and KMP. The scope of the Committee is recommending to the Board the appointments/re-appointments/performance evaluation / remuneration of the Directors and the Key Managerial Personnel.

The Nomination and Remuneration committee comprises of following:

Name of the Directors

Mr. Rakesh Chandra Khanduri

Mr. Tarun Kumar Somani

Ms. Vandana Jain*

Mr. Rakesh Suri

**Ms. Vandana Jain has been replaced with Mr. Rakesh Suri as member of the Committee due to her resignation with effect from 20^th February 2016.

Non-Executive Directors'' compensation and disclosures

No remuneration or sitting fees is being paid to the Non Executive Directors. No stock options were granted to Non Executive Directors or Independent Directors during the year under review.

c. SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE:

The Shareholders/Investors Grievance Committee has been constituted to look into the redressal of investors'' grievances. The Committee as on 31.03.2016 comprises of Mr. Rakesh Chandra Khanduri, Mr. Tarun Kumar Somani, and Mr. Rakesh Suri, Directors of the Company.

Ms. Sabina Nagpal is designated as the Compliance Officer to oversee the investors'' grievances. During the period under review, the Company did not receive any investor complaint. No transfer application was pending for registration of transfer as on 31.3.2016.

21. STATUTORY AUDITORS

M/s. Rajendra K. Goel & Co., Chartered Accountants, was appointed as Statutory Auditors for a period of 3 years in the 31st Annual General Meeting of the Company. Their continuation with the Company is to be ratified in the ensuing Annual General Meeting of the Company and the Company has received a certificate from the auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of provisions of Section 141 of the Companies Act, 2013.

22. SECRETARIAL AUDITOR

Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 the Secretarial Audit has been carried out by M/s Kumar Wadhwa & Company, Company Secretaries in Practice and the audit report is annexed to the this report .

23. INTERNAL AUDIT

The Company has duly appointed an Internal Auditor to conduct Internal Audit of the Company. 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 identified in timely manner.

24. ESTABLISHMENT OF VIGIL MECHANISM

The Company has established a Vigil Mechanism for Directors and Employees to report genuine concerns 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.

25. BOARD EVALUATION

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 evaluation of Board of Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

26. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Joint Venture and Associate Company however it has one wholly owned subsidiary Company whose details are provided below:

S.No.	NAME	RELATION	CIN
1.	Indo Education Private Limited	Subsidiary	U74999DL2002PTC114185

The details of financial performance of subsidiary Company is furnished and attached to this report.

27. DEPOSITS

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 March 31, 2016.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

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

29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established internal control systems which is adequate commensurate with its size and nature of operations so as to ensure smoothness of operations and compliance with applicable legislation.

30. DISCLOSURE UNDER ''THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013''

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. An Internal Complaints Committee has been set up to redress complaints on sexual harassment. The Company affirms that during the year under review, no cases were filed under the said Act by any of its woman employees before Committee.

31. GENERAL DISCLOSURES UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

a. CODE OF CONDUCT:

The Board of Directors has laid down Code of Conduct for all Board Members and Senior Management of the Company.

The Members of the Board of Directors and Senior Management personnel have affirmed the compliance with the Code applicable to them during the year ended 31st March, 2016.

i. Compliance with Regulations

The Company has complied fully with the requirements of the regulatory authorities on capital markets.

ii. Prohibition of Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has constituted a comprehensive Code of Conduct for its Senior Management and Staff. The code lays down guidelines, which advise them on procedure to be followed and disclosures to be made while dealing with the Shares of the Company.

iii. Accounting Standards

The Company has followed the Accounting Standards as prescribed.

b. MEANS OF COMMUNICATION:

The quarterly, half yearly and yearly financial results of the Company are sent to the Stock Exchange immediately after they are approved by the Board. These are also normally published in the Financial Express (English Edition)/Pioneer and Hari Bhoomi / Naya India (Hindi Edition) newspapers and are also uploaded on the website of the Company at www.eesl.in .

c. ANNUAL GENERAL MEETING (AGM) DETAILS:

The last three Annual General Meetings were held as per details below:

Year	Date	Time	Venue
2015	September 30	10.30 A.M	''Eminent'', C-56, Neeti Bagh, New Delhi-110049.
2014	September 30	9.30 A.M	%, Second Floor, East Patel Nagar, New Delhi-110008
2013	September 27	10:30 A.M	8B, Sagar 6, Tilak Marg, New Delhi-110001.

d. GENERAL SHAREHOLDERS INFORMATION:

i. 33^rd Annual General Meeting

Date : 30^th September, 2016 Time : 10:30 A.M

Venue : ''Eminent'', C-56, Neeti Bagh, New Delhi-110049.

ii. Date of Book Closure

The Company''s Register of Members and Share Transfer Books will remain close from, Friday 23rd September, 2016 to Friday 30th September, 2016 (both days inclusive).

iii. Financial Year 1^st April 2015 to 31^st March 2016

iv. Stock Exchanges: Shares of the Company are listed on Bombay Stock Exchange Limited (BSE)

v. Stock/Scrip Code: 506180

vi. Registrar and Share Transfer Agents :

M/S RCMC SHARE REGISTRY PRIVATE LIMITED, having its registered office at B- 25/1, Okhla Industrial Area Phase-II, New Delhi - 110 020 is the Registrar and Share Transfer Agents of the Company.

vii. Share Transfer System:

The Share Transfer Committee meets as often as possible to approve transfers and related matters as may be required by the Registrars and share Transfer Agents. Shares lodged for

transfers are normally processed within ten days from the date of lodgment, if the documents are clear in all respects.

viii. Dematerialization of Shares:

The shares of the Company are permitted for trading on dematerialized form only. The Company''s shares are available for trading in the depository system of both NSDL and CDSL. As on March 31st, 2016, 45,68,950 equity shares of Rs.10/- each forming 99.99% of the share capital of the Company stands dematerialized. The ISIN with NSDL and CDSL is INE668L01013.

xii. Compliance Officer:

The Board had Designated Ms. Sabina Nagpal, Company Secretary of the Company as a Compliance Officer of the Company.

Compliance Officer

Emergent Global Edu and Services Limited

8B Sagar 6, Tilak Marg,

New Delhi-110001 E-mail: [email protected] Phone:[phone] Fax: [phone]

xiii. Address for Correspondence:

The shareholders may address their communication/ suggestion/ grievances/ queries to the Company''s registered office or our Share Transfer Agent. The Questions relating to share and requests for transactions such as transfer, transmission and nomination facilities, change of address, may please be taken up with the Registrar and Transfer Agent at above given address.

32. CORPORATE GOVERNANCE REPORT

In terms of the Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements ) Regulations 2015 the compliance of provisions of Corporate Governance is not mandatory for the time being in respect of our Company since the paid up equity share capital and net-worth of our Company as on March 31, 2016 is Rs.4,56,90,000 (Rupees Four Crores fifty six lacs ninety thousand) and Net worth of Rs. 14,44,80,493/- ( Rupees Fourteen Crore Forty Four lac Eighty thousand four hundred ninety three only) respectively.

33. ACKNOWLEDGEMENT

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 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.

By and on behalf of Board of Directors

For EMERGENT GLOBAL EDU AND SERVICES LIMITED

DATE: 30^th May, 2016 TARUN KUMAR SOMANI

PLACE: NEW DELHI (Chairman)

DIN: 00011233

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Mar 31, 2014

Dear Members,

The directors have pleasure in presenting their Thirty First annual report together with audited statement of accounts of the Company for the year ended 31st March, 2014.

Financial Performance

The highlights of your Company''s financial results for the financial year April 1, 2013 to March 31, 2014 are as follows:

(Rs. In Lacs) 2013-14 2012-13 Turnover 104.69 100.08

Profit for the year before tax 23.75 54.59

Less: Provision for Taxation 7.51 18.49

Profit after tax 16.24 36.10

Balance of profit brought forward 86.88 50.78

Balance Carried forward 103.12 86.88

Management Discussion and Analysis

In the financial year 2013-14, India''s economy continued to face trouble times with high interest rates and sticky inflation. The impending general elections added to increased uncertainty and slowed down customer decision making. As a result economic growth has remained tepid with second successive year of less than 5% growth in GDP.

Your management is focusing its attention on the Education Sector, for which a competent team of professionals has been built up. The Company also is exploring avenues to provide Education Support Services to various Companies in education sector.

To expand the business of the Company, the Company''s subsidiary which is already in the education sector has entered into a long term agreement with a World renowned Education Company in terms of which the students would complete their Foundation courses in India and on successful completion of the foundation courses, the students will be offered admissions to their choice of programmes in the various Universities abroad.

DIRECTORS

In terms of the provisions of Section 149, 152(6) and other applicable provisions of the Companies Act, 2013, an independent director shall hold office upto a term of five consecutive years on the Board of the Company and shall not be liable to retire by rotation.

In view of the same, your Directors are seeking appointment of Mr.Rakesh Chandra Khanduri, (DIN 3084392), (whose office is liable to retire by rotation at this AGM) as Independent Director for a period of three consecutive years upto March 31, 2017. The Company has received declaration from Mr.Rakesh Chandra Khanduri confirming that he meets with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of the proposal for appointment of independent director is mentioned in the statement under Section 102 of the Companies Act, 2013, annexed to the Notice of the 31st Annual General Meeting of the Company.

As per the provisions of Section 152(6) of the Companies Act, 2013, Mr.Tarun Somani (DIN 00011233) will retire in the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of Listing Agreement forms part of the Annual Report.

The Requisite Certificate from Kumar Wadhwa & CO., Practising Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

DIVIDEND

Given the growth requirements of the business and the inadequacy of profits in the Company, the Directors have not recommended any dividend for the financial year 2013-14.

FIXED DEPOSITS

In terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits Rules), 1975, your Company has not accepted any fixed deposits from public and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

INFORMATION REQUIRED U/s 217(1) (e) OF THE COMPANIES ACT 1956 REGARDING TECHNOLOGY ABSORPTION, ADAPTION AND FOREIGN EARNINGS AND OUTGO:

As the Company''s operations do not involve any manufacturing or processing activities, the particulars as per the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption are not reportable.

However the Company''s Information as per Section 217 (1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 regarding the Foreign Exchange Inflow and Foreign Exchange Outflow is as under

(Rs. In Lacs)

2013-14 2012-13

Foreign Exchange Inflow NIL NIL

Foreign Exchange Outflow 0.87 0.73

AUDITORS

M/s Rajendra K.Goel & Co., Auditors of the Company retire at the ensuing General Meeting and being eligible offer themselves for re-appointment.

The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

AUDITORS REPORT

The Notes on Financial Statements referred to in the Auditors'' report are self explanatory and do not call for any further explanation.

PARTICULARS OF EMPLOYEES

The Company had no employee in receipt of remuneration of more than Rs.60.00 Lakh per annum or Rs. 5.00 Lakh per month in respect of whom disclosure is required to be made pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Amendments Rules, 2011.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of section 217(2AA) of the Companies Act 1956, the Board of Directors hereby confirm that-

(a) In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there is no material departures from the same;

(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 true and fair view of the state of affairs of the company at the end of the financial year.

(c) The directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the 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.

ACKNOWLEDGEMENTS

The employees of Emergent Global Edu And Services Limited continue to work with great dedication and commitment. The Board desires to place on record its appreciation to all the employees of the company during the year under review.

The Board also acknowledges the support given by the Shareholders, Banks and Government Authorities.



For and on behalf of the Board of Directors

Place : New Delhi

Date : 14.05.2014 (Tarun Somani) (Chairman) DIN:00011233

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Mar 31, 2013

TO THE MEMBERS OF EMERGENT ENERGY AND SERVICES LIMITED

The directors have pleasure in presenting their Thirtieth annual report together with audited statement of accounts of the Company for the year ended 31st March, 2013.

1. Financial Results

(Rs. In Lacs)

2012-13 2011-12

Turnover 100.08 99.10

Profit for the year before tax 54.59 26.64

Less: Provision for Taxation 18.49 7.50

Profit after tax 36.10 19.13

Balance of profit brought forward 50.78 31.65

Balance Carried forward 86.88 50.78

2. Dividend

In view of the absence of any surplus, the directors do not recommend any dividend for the year under report.

3. Management Discussion and Analysis

During the period under review, the Company has changed its name consequent upon change in trie main objects of the Company.

Your management is focusing its attention on the Education Sector, for which a competent team of professionals is being set up. The Company also intends to provide Education Support Services to various Companies in education sector.

To expand the business of the Company, the Company''s subsidiary which is already in the education sector has entered into a long term agreement with a World renowned Education Company in terms of which the students would complete their Foundation courses in India and on successful completion of the foundation courses, the students will be offered admissions to their choice of programmes in the various Universities abroad.

4. Directors

Mr.H.P.Sohn and Mr.D.K.Somani, Directors who retire by rotation at the ensuing Annual General Meeting being eligible have offered themselves for re-appointment.

5. Corporate Governance

The shares of the Company are listed on Bombay Stock Exchange. The report on corporate governance as required under the Listing Agreement forms part of this Annual Report.

A certificate of the Practicing Company Secretary regarding compliance of Clause 49 of the Listing Agreement is annexed to the Directors Report.

6. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended, the directors confirm that:

i) in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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 ended 31st March 2013 and of the profit for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts for year ended 31st March, 2013, have been prepared on a going concern basis.

7. Fixed Deposits

The Company has neither accepted nor invited any deposits from the public as contemplated under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975, during the year under the review.

8. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information as required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption, is not furnished as the said Section is not applicable to the Company.

The details of Foreign Exchange Earnings and Outgo are as unden-

(Rs. In Lacs)

2012-13 2011-12

Foreign Exchange Earnings: Nil Nil

Foreign Exchange Outgo 0.73 0.07

9. Particulars of Employees

The Company does not have any employee whose particulars are required to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

10. Acknowledgements

Your directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, employees, Government Authorities and Bankers.

Onjaelia of the Board of Directors

Devendra Kumar Somani (Chairman)

Place : New Delhi Date : 27.05.2013

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Mar 31, 2012

TO THE MEMBERS OF EMERGENT ENERGY AND SERVICES LIMITED

The directors have pleasure in presenting their Twenty Ninth annual report together with audited statement of accounts of the Company for the year ended 31st March, 2012.

1. Financial Results

(Rs. In Lacs)

2011-12 2010-11

Turnover 94.10 38.68

Profit for the year before tax 26.63 5.52

Less: Provision for Taxation 7.50 4.71

Profit after tax 19.13 0.81

Balance of profit brought forward 31.65 30.84

Balance Carried forward 50.78 31.65

2. Dividend

In view of the absence of any surplus, the directors do not recommend any dividend for the year under report.

3. Management Discussion and Analysis

The Company has already filed for registration for setting up solar power plant at RREC and is now awaiting state government policy for allocation of power for setting up 5 MW power plant.

The management is dedicated towards achieving growth of the business of the Company as well as in diversifying in other fields of activity.

4. Directors

Mr.R.C.Khanduri and Mr.Arvind Mishra, Directors who retire by rotation at the ensuing Annual General Meeting being eligible have offered themselves for re-appointment.

5. Corporate Governance:

The shares of the Company are listed on Bombay Stock Exchange. The report on corporate governance as required under the Listing Agreement forms part of this Annual Report.

A certificate of the Practising Company Secretary regarding compliance of Clause 49 of the Listing Agreement is annexed to the Directors Report.

6. Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended, the directors confirm that:

i) in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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 ended 31st March 2012 and of the profit for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts for year ended 31st March, 2012, have been prepared on a going concern basis.

7. Fixed Deposits

The Company has neither accepted nor invited any deposits from the public as contemplated under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975, during the year under the review.

8. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo '

Information as required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption, is not furnished as the said section is not applicable to the Company.

2011-12 2010-11

Foreign Exchange Earnings: Nil Nil

Foreign Exchange Outgo : Rs.6,680 Nil

9. Particulars of Employees

The Company does not have any employee whose particulars are required to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

10. Acknowledgements

Your directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, employees, Government Authorities and Bankers.

On behalf of the Board of Directors

Devendra Kumar Somani

(Chairman)

Place : New Delhi

Date : 22.5.2012

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Mar 31, 2010

The directors have pleasure in presenting their annual report together with audited statement of accounts of the Company for the year ended 31st March, 2010.

Financial Results

(Rs. In Lacs) 2009-10 2008 - 09

Interest income 3.34 3.04

Profit (Loss) for the year before tax 1.60 2.04

Less: Provision for Taxation 0.36 0.70

Profit (Loss) after tax 1.24 1.34

Balance of profit brought forward 29.60 28.25

Balance Carried forward 30.84 29.59



Dividend

In order to conserve the resources for the Companys financial needs,, the directors do not recommend any dividend for the year under report.

Change in Directors and Management.

Mr.Tarun Kumar Somani acquired 37,100 equity shares representing 14.90% of the equity shares of the Company from Mr.Jaimin G.Mehta, the erstwhile Promoter of the ; Company under a spot delivery contract dated 10.12.2009. Mr.Devendra Kumar Somani and Mr.Tarun Kumar Somani, the Acquirers, further agreed to acquire 1,00,400 equity shares of Rs.10/- each, of the Company representing 40.32% of the equity shares of the Company from the erstwhile promoters namely Mr. Gautam G. Mehta and Mr. Jaimin G. Mehta, in terms of the Share purchase agreement dated 30th December, 2009. Pursuant to the said spot delivery contract and Share Purchase Agreement, the said Acquirers also made an offer to the public to acquire 49,800 Equity shares representing 20% of the equity shares of the company of face value of Rs.10/- each at a premium of Rs. 14/- per share in terms of Regulation 10 and 12 of SE8 (Substantial acquisition of Shares & Takeovers) Regulations, 1997 as amended. The offer closed on 17th March, 2010 and the same got completed on 26th March, 2010. Thereafter, on March 31,2010, the 1,00,400 equity shares representing 40.32% of the equity shares of the Company under the share purchase agreement and 46,800 equity shares representing 18.80% of the equity share capital of the company tendered under the open offer were transferred in the names of the acquirers.

Post the completion of the open offer, Mr. Devendra Kucoar Somani and Mr.Tarun Kumar Somani have been appointed as additional directors of the Company by the Board of Directors on March 31, 2010. Mr.D.K.Somani has been appointed as the Chairman of the Company. Mr. Devendra Kumar Jain was also appointed as an additional director of the Company at the said Board meeting. They hold office upto the date of this annual general meeting pursuant to Section 260 of the Companies Act, 1956 and the Articles of Association of the Company. At this Annual General Meeting of the Company, the necessary resolutions for their appointment as directors of the Company have been taken up, for the approval of the shareholders of the Company. The Board of Directors recommends the above appointment.

Consequent to above, the management of the Company has changed and new Board of Directors is in place as above.

The new management proposes to diversify the business of the Company for which the necessary alteration of the Memorandum of Association of the Company for the change of objects and change of name, which has to be in consonance with the objects of the Company, will be required. Further, the change in registered office from Mumbai to Delhi is also proposed. In this context, the requisite resolutions shall be passed through the postal ballot, which will be taken up in due course of time. v

Auditors

M/s. K. N Gandhi & Co, Chartered Accountants who retire as Auditors at the forthcoming annual general meeting have expressed their unwillingness to be re-appointed. Your directors propose the name of M/s Rajendra K. Goel & Co., Chartered Accountants to be appointed as the Auditors of the Company, who being eligible have offered themselves for appointment. The members are requested to consider appointing-them as Auditors and to fix their remuneration.

Auditors Report

There are no explanations/comments/reservations of the Auditors in the Auditors report.

Corporate Governance:

The shares of the Company are listed on Bombay Stock Exchange. The Company has paid the annual listing fees for the financial year. The Companys paid up capital being less than the threshold limits of Rs.3.00 crores, it may not be necessary for the Company to append a separate section on Corporate Governance in the Annual Report of the Company as required under the listing agreement.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended, the directors confirm that:

i) in the preparation of the annual accounts for the year ended 31sS March, 2010, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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 ended 31s( March 2010 and of the profit for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts for year ended 31st March, 2010, have been prepared on a,going concern basis.

Compliance Certificate

In accordance with the provisions of Section 383A of the Companies Act, 1956 a certificate from D. Kothari & Associates, Practicing Company Secretaries is appended and forms part of this report.

Fixed Deposits

The Company has neither accepted nor invited any deposits from the public as contemplated under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975, during the year under the review.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

Information as required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption, is not furnished as the said section is not applicable to the Company.

Foreign Exchange Earnings Nil

Foreign Exchange Outgo Nil

Particulars of Employees

The Company does not have any employee whose particulars ate required to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules. 1975.

Acknowledgements

Your directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders and Bankers.



On behalf of the Board of Directors

Gautam G. Mehta Jaimin G. Mehta

(Director) (Director)

Place : Mumbai

Date : 20 APR 2010