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)

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:

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:

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