Directors Report of Esconet Technologies Ltd.

Mar 31, 2025

Your directors have pleasure in presenting this 13^th Annual Report of the Esconet Technologies Limited (âCompanyâ)
together with the Standalone and Consolidated Audited Financial Statement(s) of the Company for the Financial year
ended March 31,2025.

In compliance with the applicable provisions of the Companies Act, 2013, (âthe Act'') and the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulations''), this Annual Report
containing, inter alia, Standalone and Consolidated Audited Financial Statements, Notice of Annual General Meeting
(âAGM''), Directors'' Report, Management Discussion and Analysis Report, Auditors'' Report and other important information
is circulated to Members and others entitled thereto.

1. FINANCIAL RESULTS:

	Standalone Basis		Consolidated Basis
Particulars	Year ended	Year ended	Year ended	Year ended
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Sales & Services	22509.98	13747.50	23029.80	14054.99
Other Income	289.98	24.23	295.29	24.76
Total Income	^^22799.96	13771.73	23325.09	14079.75
Total Expenses	21887.16	13044.24	22262.95	13335.41
Profit/(Loss) before Tax &Exceptional Item	912.80	727.48	1062.14	744.34
Exceptional Item	--	--	--	--
Profit/(Loss) before Tax	912.80	727.48	1062.14	744.34
- Current tax	239.60	193.86	270.00	194.42
- Income tax -prior years	--8.95	--	-8.95	--
- Deferred Tax-Continued operation	-6.84	3.67	1.38	6.87
Profit/(Loss) after Tax	688.98	529.95	799.71	543.05
Less: Dividend paid during the year	--	--	--	--
Profit/(Loss) for the Year	688.98	529.95	799.71	543.05

There have been no material changes or commitments
subsequent to the close of the financial year ending
31^st March 2025 and up to the date of this report that
could materially affect the financial position of the
Company. Furthermore, there has been no material
change in the nature of the Company''s business
operations during this period.

Based on the internal financial control framework and
compliance systems established within the Company,
which have been regularly verified by the auditors
and subject to review by the management and/or
the Audit Committee of the Board, the Board is of
the considered opinion that the Company''s internal
financial controls were both adequate and effective
throughout the financial year 2024-25. This ensures
the accuracy and reliability of the financial reporting
process and reinforces the integrity of the Company''s
financial management practices.

	STANDALONE	H 225.09 Crores
	CONSOLIDATED	H 230.29 Crores
KEY ACHIEVEMENTS
	REVENUE GROWTH Significant increase in operational revenues compared to FY 2023-24
	PROFIT MARGIN Improved profitability driven by strategic initiatives
(g)	MARKET POSITION Strengthened market presence and increased customer engagement.

	FUTURE OUTLOOK Positioned for sustained growith and market leadership
	INNOVATION FOCUS Commitment to innovation and customerÂ¬ centric strategies
	FINANCIAL HEALTH Enhanced financial performance and robust profitability
FUTURE OUTLOOK ^
	CONTINUED GROWTH Positioned for sustained growth and market leadership
	INNOVATION FOCUS Commitment to innovation and customerÂ¬ centric strategies

5. STATE OF COMPANYâS AFFAIRS AND FUTURE
OUTLOOK

Your Company recognizes the significance of adapting
to dynamic market conditions and the evolving needs
of our customers. We are committed to continuous
improvement as a vital strategy to maintain our
competitive edge. Our efforts are focused on
streamlining operational processes, enhancing
efficiency, and leveraging technological innovations to
foster growth and elevate client satisfaction.

Our strategic goal is to build a more agile and
innovative organization, capable of swiftly responding
to market changes and seizing emerging opportunities.
The management remains confident that these
transformational initiatives will position the Company
for sustained long-term success and growth.

6. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change
in the main business activities of the Company. The
Company continued to operate in the same business
segments without any modifications or diversification
in its core activities.

7. DETAILS OF LOCK - IN OF SHARES

In accordance with the provisions of the Securities
and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 (SEBI
ICDR Regulations, 2018), the shares held by our
Promoters and Public Shareholders, who held shares
prior to the Company''s Initial Public Offering (IPO),
were subject to and held under a mandatory lock-in
period as prescribed by SEBI regulations. This lock-in
period was implemented to promote market stability,
ensure investor confidence, and prevent undue
volatility in the immediate post-listing phase.

The lock-in restrictions applicable to Public
Shareholders have been released following the
completion of the prescribed one-year lock-in
period post-listing, in accordance with regulatory
requirements. This release has facilitated
increased liquidity and trading flexibility for the
public shareholders.

Additionally, shares allotted by the Company to persons
belonging to the non-promoter public category during
the financial year through preferential allotment are
also subject to lock-in, in compliance with SEBI (Issue
of Capital and Disclosure Requirements) Regulations,
2018. Such lock-in arrangements are aimed at
ensuring transparency, safeguarding the interests of
all stakeholders, and maintaining compliance with
prevailing regulatory norms.

The lock-in obligations are designed to promote
long-term shareholder commitment and stability in

the Company''s ownership structure. The specific
duration of the lock-in periods, as mandated by SEBI
regulations, is maintained in the Company''s records
and disclosed to the stock exchanges in accordance
with statutory requirements.

8. DIVIDEND:

Pursuant to Section 134 (3) of the Companies Act,
2013 read with Secretarial Standard (SS-4) the Board
of Directors, after considering holistically the relevant
circumstances and current financial positions, has
decided that it would be prudent not to recommend
any dividend for the year under review.

The Board of Directors of the Company had approved
and adopted a Policy on Distribution of Dividend, as
amended from time to time, to comply with Regulation
43A of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (âListing Regulations'').

The said Policy of the Company sets out the parameters
and circumstances that will be taken into account by
the Board in determining whether or not to distribute
dividend to its shareholders, the quantum of profits
and/or retained profits earned by the Company to be
distributed as dividend.

The policy is available on the website of the Company
viz. https://www.esc.co.in.

9. TRANSFER OF AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND

There was no amount lying with regard to unpaid
and unclaimed dividend of earlier years which was
required to be transferred or is due to be transferred
to the Investor Education and Protection Fund (IEPF)
during the financial year 2024-25, in terms of the
applicable provisions of the Act read with the IEPF
Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (âIEPF Rules''), as amended time to time.

There were no shares on which were required to be
transferred or is due to be transferred to the IEPF,
during the FY 2024-25.

10. INITIAL PUBLIC OFFER AND LISTING OF
SHARES OF THE COMPANY

The Company successfully listed its equity shares on
the National Stock Exchange (NSE) SME platform on
February 23, 2023, marking a significant milestone in
its growth trajectory. This strategic move has enhanced
the Company''s visibility and accessibility within the
financial markets. In alignment with its commitment
to regulatory compliance and market presence, the
Company has duly paid the annual listing fee for the
current financial year 2025-2026.

The Company''s equity shares are electronically
registered under ISIN No. INE0RQZ01017, ensuring
seamless trading and settlement processes.
Additionally, the Company has issued and allotted
213,600 warrants, which are convertible into equity
shares. These warrants are also electronically
registered under ISIN No. INE0RQZ13012, providing
an attractive opportunity for future equity participation
and shareholder value enhancement.

This strategic positioning underscores the Company''s
commitment to transparency, growth, and value
creation for its stakeholders.

11. DEPOSITORIES

Your Company has arrangements with National
Securities Depository Limited (âNSDL'') and Central
Depository Services (India) Limited (âCDSL''), the

Depositories, for facilitating the members to trade
in the fully paid-up equity shares of the Company in
Dematerialized form. The Annual Custody fees for the
FY 2025-26 has been paid to both the Depositories.

12. STATEMENT OF UTILIZATION OF FUNDS
RAISED THROUGH IPO/ PREFRENTIAL
UNDER REGULATIONS 32 (1) OF THE SEBI
(LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015

A. Utilization of IPO Proceeds

In previous Financial Year ended on 31^st March 2024,
the company has come up with Initial Public Offer of
33,60,000 (Thirty-Three lakhs Sixty Thousand only)
Equity shares of H 10/- each at issue price of H 84/- per
Equity share, including a premium of H 74/- per equity
share aggregating to H 2822.40 Lakhs.

The Details of utilization during the year ended 31^st March 2025 is summarized below;

Original Object	Amount Received from IPO (J in Lakhs)	Utilized upto 31^st March 2025 (J in Lakhs)
Working capital requirement of our company âEsconet Technologies Limited.	1,600/-	1,600/-
Investments in Wholly Subsidiary Company, Zeacloud Services Private Limited, to fund its capital expenditure expenses.	2,50/-	250/-
General corporate purposes	542.22/-	542.22/-
Issue related expenses for [IPO	429.78/-	429.78/-
Total (Net Proceeds)	2822.40/-	2822.40/-

Pursuant to Regulation 32(1)(a) and 32(1)(b) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company hereby states that:

- There was no deviation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus
dated February 20^th, 2024.

- There has been no variation(s) in the use of proceeds from the objects stated in the prospectus dated
February 20^th, 2024.

B. Utilization of Preferential Allotment Proceeds:

In the current financial year, the Company, on a preferential basis, at an issue price of H 345 per equity share/warrant
(including a premium of H 335 per unit) completed allotment of 7,34,000 equity shares and 2,13,600 warrants on
24^th October 2024 under the SEBI (ICDR) Regulations, 2018 to persons within the Non-Promoter/Non-Promoter
Group category.

The warrants are convertible into equity shares at any time within 18 months from the date of allotment, upon payment
of the reaming Warrant Exercise Price of H 258.75 per warrant, on a 1:1 basis, at the stipulated issue price.

The Details of utilization during the year ended 31^st March 2025 is summarized below;

Original Object	Amount Received from Preferential Allotment (J in Lakhs) (Assuming Full Conversion of Warrants)	Utilized upto 31^st March 2025 (J in Lakhs)
To infuse funds in Wholly owned Subsidiary i.e., Zeacloud Services Private Limited for its business expansion purpose	1250/-	250/-
Additional Working Capital i.e. Esconet Technologies Limited..	1000/-	--
Repayment of Loan against the Company	400.00/-	247.95/-

Original Object	Amount Received from Preferential Allotment (J in Lakhs) (Assuming Full Conversion of Warrants)	Utilized upto 31^st March 2025 (J in Lakhs)
General corporate purposes including issues related expenses	619.22/-	231.46/-
Total (Net Proceeds)	^^^\|3269.22/-	729.41/-

Note: Pursuant to the provisions of section 52(2)(c) of the Companies Act, 2013, the entire expense of issue of
shares through Preferential Allotment has been netted off from the Securities Premium Account under the General
Corporate Purpose.

Pursuant to Regulation 32(1)(a) and 32(1)(b) of The SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company hereby states that:

â¢ There was no deviation(s) in the utilization of issue
proceeds from the objects as stated in the offer
document and There has been no variation(s) in
the use of proceeds from the objects stated in the
offer document.

13. SHARE CAPITAL STRUCTURE OF THE
COMPANY

A. Authorized Capital and Changes thereon if any

As of the date of this Report, the Authorized Capital
of the Company stands at H 15,00,00,000 (Rupees
Fifteen Crores). This authorized capital is divided
into 1,50,00,000 (One Crore and Fifty Lakh) equity
shares of H 10 (Rupees Ten) each. The Authorized
Share Capital represents the maximum amount
of share capital that the Company is authorized to
issue to its shareholders as per the provisions of the
Memorandum of Association and the Company''s
Articles of Association.

During the financial year under review, there have
been no alterations, increases, or reductions in
the authorized share capital of the Company. The
authorized share capital remains unchanged at
H 15,00,00,000, with no resolution passed or pending
to alter the same. The Company continues to operate
within the authorized limits as prescribed under the
relevant statutory and regulatory provisions.

B. Paid up Capital and Changes thereon, if any:

As of March 31, 2025, the Company''s issued,
subscribed, and paid-up capital stood at
H 13,09,40,000 (Rupees Thirteen Crores Nine Lakhs
Forty Thousand Only), comprising 1,30,94,000 equity
shares of H 10 each. This reflects the Company''s solid
growth and expanding shareholder base over the year.

During the year, the Company had issued Shares by
way of following Allotments:

No.

Type c

Date Of
Allotment

No. of

Issued

Total
Amount at
face value
(in J)

1. Preferential 24^th 7,34,000 73,40,000
Allotment October
2024

Total |7,34,000 73,40,000

and the issued, subscribed, and Paid-up capital of
the company is increased from H 12,36,00,000/- to
H 13,19,62,380/-.

However, after closure of the Financial Year the
Paid-up capital was changed due to allotment of
1,02,238 Equity Shares to Mr. Gaurav Gupta on 7TH
April 2025 and as on date of this report the Issued,
Subscribed and Paid-up capital is H 13,19,62,380/-
(Rupees Thirteen crores Nineteen Lakhs Sixty-Two
Thousand and Three Hundred Eighty only ) divided
into 1,31,96,238 (One Crore Thirty-One Lakh Ninety-
Six Thousand Two Hundred and Thirty Eights) equity
shares of H 10/- each.

Other than above-mentioned there has been no change
in the Share Capital, Issued, paid up and Subscribed
Capital of the company during the year under review.

14. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

The Company does have transactions with related
party in terms of Section 188 of the Companies Act,
2013. Hence, the disclosure required to be provided
under Section 134(3) (h) of the Companies Act, 2013,
in Form AOC - 2 is applicable is furnished as Annexure
I to this report.

The Disclosures as required under Accounting
Standard - 18 (AS-18) â''Related Party Disclosuresâ
notified under Rule 7 of the Companies (Accounts)
Rules, 2014 have been provided in the Notes forming
part of the Financial Statements.

15. SUBSIDIARY COMPANIES AND JOINT
VENTURE

As of 31^st March 2025, the Company has established
two wholly owned subsidiary companies, which
are instrumental in executing its strategic business
objectives and expanding its operational footprint:

â¢ Zeacloud Services Private Limited

â¢ Esconet Singapore Pte Ltd.

The Company actively supports its subsidiaries by
providing necessary financial assistance, including
loans, guarantees, and other forms of funding, to
meet their respective working capital needs and
facilitate their ongoing business operations. The
allocation of resources is undertaken in accordance
with the Company''s internal policies and the
specific requirements of each subsidiary, ensuring
alignment with overall corporate strategy and risk
management frameworks.

As per the provisions of the Companies Act, 2013, and
the applicable accounting standards, there are no other
subsidiaries, joint ventures, or associate companies
within the meaning of Sections 2(87) and 2(6) of the Act,
as on the balance sheet date of 31^st March 2025.

Subsequent Events:

Following the close of the financial year, the Company
further strengthened its subsidiary portfolio by
completing the acquisition of a 70% equity stake in
Fluidech IT Services Private Limited in April 2025.
This strategic acquisition is aligned with the Company''s
vision to diversify its service offerings and expand its
technological capabilities. As of the date of this report,
Fluidech IT Services Private Limited is operational as a
subsidiary of the Company, and the integration process
is underway to realize synergies and value creation.

This expansion underscores the Company''s
commitment to pursuing growth opportunities
through strategic acquisitions and consolidating its
position within the industry. The Company remains
dedicated to maintaining transparency and adhering
to all regulatory requirements related to its subsidiary
operations and investments.

16. AUDITED ACCOUNTS OF SUBSIDIARY
COMPANIES:

Your Company has prepared the Audited Consolidated
Financial Statements in accordance with Section
129(3) of the Act read with the applicable Accounting

Standards and Listing Regulations. As required under
the Accounting Standards, issued by the Institute of
Chartered Accountants of India (âICAI'') and applicable
provisions of the Listing Regulations, the Audited
Consolidated Financial Statements of the Company
reflecting the Consolidation of the Accounts of its
subsidiaries are included in this Annual Report.
Further, a statement containing the salient features
of the financial statements of subsidiaries pursuant
to sub-section 3 of Section 129 of the Companies
Act, 2013 (''the Act'') in the prescribed form AOC-1 is
appended to this Board Report as Annexure - 1A.

In accordance with Section 136 of the Act, the audited
financial statements including the consolidated
financial statements and related information of the
Company and audited accounts of the subsidiaries are
available on the website of the Company viz. https://
www.esc.co.in.

As on March 31, 2025, the Company has no Material
Subsidiary. The Policy for determining Material
Subsidiaries is available on the Company''s website
viz. https://www.esc.co.in.

17. Registered Office and other Offices of the
Company

The registered office of the Company is located at D
- 147, Okhla Industrial Area, Phase - 1, New Delhi,
India - 110020. This address serves as the official
correspondence point and the principal place of
business for regulatory and statutory purposes. The
Company''s registered office is equipped to handle all
administrative, legal, and statutory communications
and is maintained in compliance with applicable laws
and regulations.

In addition to the registered office, the Company have
other operational locations in Delhi to facilitate its
business activities such as Stores and Warehouses.
Details of such offices are maintained separately
and are available for inspection upon request. The
Company remains committed to ensuring that its
registered and operational offices are adequately
staffed and equipped to support its ongoing business
operations efficiently and effectively.

18. Registrar and Share Transfer Agent

The Company has appointed M/s Skyline Financial
Services Private Limited as its Registrar and Share
Transfer Agent (RTA & STA) to efficiently manage
shareholder services and share transfer activities. M/s
Skyline Financial Services Private Limited, registered
with SEBI under Registration No. INR000003241, is
responsible for maintaining the register of members,
processing share transfers, and providing support
and services related to shareholding and shareholder
communications.

The registered office of M/s Skyline Financial Services
Private Limited is located at D-153/A, 1^st Floor, Phase
I, Okhla Industrial Area, New Delhi, Delhi - 110020.
The appointment of the RTA & STA ensures that the
Company''s share-related activities are executed
accurately, transparently, and in compliance with
regulatory requirements, thereby facilitating smooth
investor relations and efficient transfer of shares.

19. Public Deposits

During the financial year 2024-25, the Company did
not accept or renew any deposits from the public or
members, in accordance with the provisions of Section
73 of the Companies Act, 2013, read with Chapter V of
the Act and the Companies (Acceptance of Deposits)
Rules, 2014. Consequently, as of the date of the

Balance Sheet, there were no outstanding amounts,
either principal or interest, payable to the public or
members in respect of any deposits. The Company
continues to ensure compliance with applicable
regulations governing public deposits and maintains
transparency in its financial dealings.

20. Directors and Key Managerial Personnels

The Board of the Company is a balanced one with an
optimum mix of Executive and Non-Executive Directors
and comprises of Six (06) Directors; Three Executive
Director, Three Non-Executive Independent Directors,
one of whom is a women Independent Director. They
show active participation at the board and committee
meetings, which enhances the transparency and adds
value to their decision making.

As on the date of this report, the Board of the company constitutes of the following directors:

Sr. No.	Name of Directors	DIN/PAN	Designation
1.	Mr. Santosh Kumar Agrawal	00493749	Managing Director
2.	Mr. Sunil Kumar Agrawal	00493820	Whole Time Director
3.	Mr. Vineet Agrawal	09603245	Whole Time Director
4.	Mrs. Ashi Jain	10342573	Non-Executive Women Independent Director
5.	Mr. Mukesh Chand Jain	00101601	Non-Executive Independent Director
6.	Mr. Manoj Chugh	02640995	Non-Executive Independent Director

As on the date of this report, the company constitutes of the following KMPs:

Sr. No.	Name of KMP	Designation
1.	Mr. Keshav Pareek	Chief Financial Officer (CFO)
2.	Mr. Rajnish Pandey	Company Secretary & Compliance Officer

During the year under review and as on date of this report the following officials were appointed/resigned
or redesignated:

Sr. No.	Name of Director/ KMP	Designation	Appointment/ Resignation/ Redesignation	Date of Appointment/ Resignation / Redesignation/ Re-appointment
1.	Mr. Himanshu Purohit	Chief Financial Officer	Resignation	10^th June 2024
2.	Mr. Keshav Pareek	Chief Financial Officer	Appointment	26^th July 2024
3.	Mr. Gaurav Gupta	Non-Executive Independent Director	Resignation	24^th March 2025
4.	Mr. Manoj Chugh	Non-Executive Independent Director	Appointment	10^th January 2025
5.	Mr. Manoj Chugh	Non-Executive Independent Director	Redesignation	3^rd February 2025

Director retiring by rotation:

In terms of the provisions of the Companies Act, 2013, Mr. Santosh Kumar Agrawal (DIN: 00493749), Managing Director
of the Company, retires at the ensuing AGM and being eligible, seeks re-appointment. The necessary resolution for
re-appointment of Mr. Santosh Kumar Agrawal forms part of the Notice convening the ensuing AGM. The profile and
particulars of experience, attributes and skills that qualify Mr. Santosh Kumar Agrawal for Board membership is
disclosed in the said Notice.

21. Number of Board Meetings:

In accordance with the provisions of the Companies Act, 2013, and the rules made thereunder, as well as in compliance
with Secretarial Standard I issued by the Institute of Company Secretaries of India, the Company convened and held
a total of five (5) Board Meetings during the financial year 2024-25. These meetings were conducted to facilitate
strategic decision-making, review of the Company''s performance, financial oversight, and other key governance
matters, ensuring adherence to statutory and regulatory requirements.

The details of the Board Meetings held during the year are summarized as follows:

Sr. No.	Date of Board Meeting			Name of Directors
Sr. No.	Date of Board Meeting	Mr. Santosh Kumar Agrawal	Mr. Sunil Kumar Agrawal	Mr. Vineet Agrawal	Mrs. Ashi Jain	Mr. Gaurav Gupta	Mr. Mukesh Chand Jain	Mr. Manoj Chugh
1.	29^th May 2024	0	0	0	0	0	0	NA
2.	26^th July 2024	0	0	0	0	0	0	NA
3.	14^th September 2024	0	0	0	0	0	0	NA
4.	14^th November 2024	0	0	0	0	0	0	NA
5.	10^th January 2025	0	0	0	0	NA	0	0

0- Present NA - Not Applicable

The meetings were scheduled with adequate notice
to all directors, and the proceedings were conducted
in accordance with the statutory requirements,
ensuring that all decisions taken were properly
documented and aligned with the best practices of
corporate governance.

22. Number of General Meetings:

During the financial year 2024-25, the Company
convened a total of two (2) Extra Ordinary General
Meetings (EGMs) in compliance with the provisions
of the Companies Act, 2013, and the rules framed
thereunder. These meetings were conducted to
address specific urgent matters requiring shareholder
approval outside the scope of the Annual General
Meeting (AGM). All such meetings adhered strictly to
the applicable statutory and regulatory requirements,
including the Secretarial Standards issued by the
Institute of Company Secretaries of India, ensuring
transparency and proper governance.

The details of the Extra Ordinary General Meetings
held during the year are as follows:

- 13^th October 2024

- 3^rd February 2025

Additionally, the Company''s last Annual General
Meeting (AGM) for the financial year 2023-24 was held
on 30^th August 2024. Due to prevailing circumstances
and in line with regulatory relaxations, the AGM was
conducted via Video Conferencing and Other Audio
Visual Means (VC/AVM), which was deemed to be
held at the Registered Office of the Company as per
the provisions of the Companies Act, 2013. The AGM
provided a platform for shareholders to participate
actively, review the Company''s performance, and

approve necessary resolutions, thereby ensuring
compliance with statutory mandates and fostering
good corporate governance practices.

23. Details of Committees of the Board:

The Board of Directors has constituted and currently
maintains five (5) key committees to oversee various
aspects of the Company''s governance, compliance,
and operational functions. These committees are
established in accordance with the applicable provisions
of the Companies Act, 2013, the Rules thereunder, and
the Listing Regulations, ensuring adherence to best
practices and statutory requirements.

The committees are as follows:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders'' Relationship Committee

â¢ General Business Committee

â¢ Internal Complaints Committee Under POSH.

The composition of each committee comprises
directors and, where applicable, other qualified
individuals, with specific attention to independence,
expertise, and diversity. All committees operate in strict
compliance with the relevant statutory and regulatory
provisions, including the applicable listing obligations.

The terms of reference for each committee are
determined by the Board and are periodically reviewed
to ensure their continued relevance and effectiveness.
The committees meet at scheduled intervals, with the
Chairperson responsible for convening and moderating
the meetings. The proceedings and decisions are
documented through detailed minutes, which are

circulated to all committee members and subsequently
placed before the Board for review and approval.

The Board exercises oversight of the committees''
activities by reviewing their minutes and reports. It
remains responsible for ensuring that the committees''
actions are aligned with the Company''s governance
standards and strategic objectives. The minutes of all
committee meetings are meticulously maintained and
shared with relevant stakeholders, including individual
committee members and the full Board, to facilitate
transparency and accountability.

This structured committee framework enables the
Company to maintain robust governance practices,
ensure compliance with statutory obligations, and
promote transparency and accountability in all
operational matters.

Following are the details of the Committees of

the Board of Directors;

A. Audit Committee

In accordance with Section 177 of the Companies
Act, 2013, along with other applicable provisions,
and in compliance with Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014,
as well as the applicable clauses of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015, the Company has duly constituted an Audit
Committee. The formation of the Committee was
approved through a resolution passed by the
Board of Directors on 2^nd November 2023. The
Committee was subsequently reconstituted with
effect from 10^th January 2025, to align with the
evolving governance requirements.

The detail of the composition of the Audit committee along with their meetings held/attended during the year
under review is as follows:

		Attendance at the Committee Meeting held on
Name of Director	Position	29^th May	26^th July	14^th November	10^th January
		2024	2024	2024	2025
Mrs. Ashi Jain	Chairperson	06	06	06	06
Mr. Mukesh Chand Jain	Member	06	06	06	06
Mr. Santosh Kumar Agrawal	Member	06	06	06	06
Mr. Manoj Chugh*	Member	NA	NA	NA	NA

06- Present NA - Not Applicable

*Mr. Manoj Chugh designated as member of the Audit Committee with effect from 10^th January 2025 as per the Resolution passed by the Board
of Directors of the Company in their meeting held on the same date.

The Company Secretary of the Company shall act as a Secretary to the Audit Committee. The Chairman of the
Audit Committee shall attend the Annual General Meeting of our Company to answer shareholder queries, if any.

The Audit Committee shall continue to be in function as a committee of the Board until otherwise resolved by the
Board in accordance with its powers as Part C of Schedule II of SEBI Listing Regulation, 2015 as amended and
the Companies Act, 2013 or any other power and responsibilities as may be designated by the board of directors
from time to time.

B. Nomination and Remuneration Committee

Our Company has constituted Nomination and Remuneration Committee in terms of Section 178, Schedule V
and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and
its Power) Rules, 2014 and applicable clauses of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and any other applicable guidelines, in the meeting of the Board of
Directors held on 2^nd November 2023.

The Committee was subsequently reconstituted with effect from 10th January 2025, to align with the evolving
governance requirements.

The functions of the Committee are as per the provisions of the Companies Act, 2013 besides others which may
be delegated to it by the Board.

The detail of the composition of the Nomination Remuneration committee along with their meetings held/
attended is as follows:

Name of Director		Attendance at the Committee Meeting held on
Name of Director		26-07-2024	10-01-2025	17-03-2025
Mr. Gaurav Gupta*	Chairperson	0	0	--
Mrs. Ashi Jain	Member	0	0	0
Mr. Mukesh Chand Jain	Member	0	0	0
Mr. Manoj Chugh**	Chairperson/ Member	--	--	0

- Present

**Mr. Gaurav Gupta tendered his resignation with effect from 24^th March 2025 and ceased to be Chairperson/ member of the Committee with
effect from the said date.

*Mr. Manoj Chugh designated as Chairperson and member of the Nomination Remuneration Committee with effect from 10^th January 2025 as
per the Resolution passed by the Board of Directors of the Company in their meeting held on the same date.

The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee.

C. Stakeholders Relationship Committee

Our Company has constituted the Stakeholders Relationship Committee in terms of Section 178 sub section (5)
and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and
its Power) Rules, 2014 and applicable clauses of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, in the meeting of Board of Directors dated 2^nd November 2023.

The Committee was subsequently reconstituted with effect from 10th January 2025, to align with the evolving
governance requirements.

The detail of the composition of the Stakeholders Relationship committee along with their meetings held/
attended is as follows:

Name of Director	Position	Attendance at the Committee Meeting held on 17-03-2025
Mr. Mukesh Chand Jain	Chairperson	0
Mr. Manoj Chugh	Member	0
Mr. Santosh Kumar Agrawal	Member	0
Mr. Sunil Kumar Agrawal	Member	0

The Company Secretary of the Company
shall act as a Secretary to the Stakeholders
Relationship Committee.

24. Policy on Directorsâ appointment and
remuneration

The Nomination and Remuneration Committee is
entrusted with the responsibility of identifying and
ascertaining the integrity, qualification, expertise, and
experience of the person for appointment as Director,
KMP or at Senior Management level and recommending
their appointment for the consideration of the Board.

The Company has drawn up Nomination and
Remuneration policy in line with the requirement of
Section 178 of the Companies Act, 2013. The Policy
inter alia provides that a person should possess
adequate qualification, expertise, and experience for
the position he / she is considered for appointment.
The Committee has discretion to decide whether
qualification, expertise and experience possessed
by a person is sufficient / satisfactory for the
concerned position.

The information required pursuant to Section 197
read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Amendment
Rules, 2016 in respect of employees of the Company,
is enclosed as Annexure-II and forms an integral part
of this report.

Extract of the policy are available on the Company''s
website www.esc.co.in.

25. Vigil Mechanism / Whistle Blower Policy

Section 177(9) of the Companies Act, 2013 mandates
every listed company to constitute a vigil mechanism.
Similarly, Regulation 22 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
laid down to establish a mechanism called the
âWhistleblower Policyâ for directors and employees
to report concerns of unethical behavior, actual
or suspected, fraud or violation of the Company''s
Code of Conduct.

The Company has a Vigil Mechanism cum Whistle
Blower Policy (âVigil Mechanism'') in place. The
Vigil Mechanism is a system for providing a tool to

the employees of the Company to report violation
of personnel policies of the Company, unethical
behaviour, suspected or actual fraud, violation of
code of conduct. The Company is committed to
provide requisite safeguards for the protection of the
persons who raise such concerns from reprisals or
victimization. The Policy provides for direct access to
the Chairman of the Audit Committee in appropriate or
exceptional cases. The Board of Directors affirm and
confirm that no employee of the Company has been
denied access to the Committee.

Below is report under vigil mechanism during the
financial year 2024-2025:

Particular of Complaints	No of Complaints
No. of Complaint carried forward as on March 31,2024	0
No. of Complaint receiving during FY 2024-2025	0
No. of complaints at the end of financial year 2024-2025	0

Details of the Vigil Mechanism are available on the
Company''s website www.esc.co.in.

26. Corporate Social Responsibility

The Company''s CSR Policy and the initiatives
undertaken during the year under review are
summarized in the Annexure IVA attached to this
Report, formatted as per the prescribed guidelines
in the Companies (Corporate Social Responsibility
Policy) Rules, 2014, as amended. The CSR Policy
is also accessible on the Company''s website
at www.esc.co.in.

In compliance with Section 135 of the Companies
Act, 2013, read with the Companies (Corporate Social
Responsibility) Rules, 2014, as amended by the CSR
Amendment Rules, 2021, the Company is exempt
from constituting a separate CSR Committee, as
the CSR expenditure obligation for the relevant year
does not exceed H 50 lakhs. Consequently, the Board
has performed the functions typically undertaken
by the CSR Committee, and as of the date of this
report, the Company is not required to establish
a CSR Committee.

27. Policy on Prevention, Prohibition and
Redressal of Sexual Harassment at
Workplace

Company formulated a Policy on Prevention of Sexual
Harassment at Workplace. All employees (permanent,
contractual, temporary, trainees, etc) are covered
under this policy. An Internal Complaints Committee
(ICC) was constituted which is responsible for
redressal of complaints related to sexual harassment
at the workplace.

Pursuant to the said Act, the details regarding the
number of complaints received, disposed and pending
during the FY 2024-25, pertaining to incidents under
the above framework/ law are as follows:

Particulars	Numbers
Number of complaints pending at the beginning of the financial year	NIL
Number of complaints received during the financial year	NIL
Number of complaints disposed of during the financial year	NIL
Number of complaints those remaining unresolved at the end of the financial year	NIL

28. Policy on Code of Conduct and Ethics

Being a SME listed Company exemption has been
provided to the Company from formulating of
Code of Conduct for Board of Directors and Senior
Management Personnel.

However, Board of Directors has formulated and
adopted Code of Business Conduct Ethics for
Director & Senior Management Executive policy. As an
organization your Company places a great importance
in the way business is conducted and the way each
employee performs his/her duties. Your Company
encourages transparency in all its operations,
responsibility for delivery of results, accountability for
the outcomes of our actions, participation in ethical
business practices and being responsive to the needs
of our people and society.

Towards this end, your Company has laid down a Code
of conduct applicable to all the employees of your
Company and conducted various awareness sessions
across the Company. The Code provides for the
matters related to governance, compliance, ethics and
other matters. In this regard certificate from Managing
Director as required under Schedule V of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 has been received by the Board.

The said policy is attached herewith as Annexure - VIII.

29. Auditors

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the
Companies Act, 2013, and the Companies (Audit
and Auditors) Rules, 2014 (including any statutory

modifications or re-enactments thereof), /s. Goel
Mintri & Associates, Chartered Accountants (Firm
Registration No. 006569C), were appointed as the
Statutory Auditors of the Company at the Annual
General Meeting held in FY 2024. Their appointment is
for a term of five (5) years, ending with the conclusion
of the Annual General Meeting to be held in 2029.

The Independent Auditors'' Report for the fiscal year
2025, issued by the statutory auditors, does not
contain any qualification, reservation, or adverse
remark. The full Independent Auditors'' Report is
included in this Annual Report.

b) Internal Auditors

In accordance with the provisions of Section 138(1) of
the Companies Act, 2013, the Company has appointed
M/s. Arora Rahul & Co., Chartered Accountants, as the
Internal Auditors for the financial year 2025-26. This
appointment was approved by the Board of Directors
at its meeting held on 28^th May 2025. The Internal Audit
function is integral to ensuring robust internal controls
and operational efficiency.

c) Cost Auditors

The Company is not required to maintain cost records
or appoint Cost Auditors, as it does not fall within the
scope of Section 148 of the Companies Act, 2013, read
with the Companies (Cost Records and Audit) Rules,
2014. Consequently, no cost audit was conducted for
the financial year under review.

30. Secretarial Auditors:

In accordance with Section 204 of the Companies
Act, 2013, and the Rules framed thereunder, M/S
Ragini Agrawal & Associates, Practicing Company
Secretaries was appointed as the Secretarial
Auditor of the Company for the financial year 2024Â¬
25. The Secretarial Audit Report issued by her for the
aforementioned period is appended to this report
as ANNEXURE-VI. The report for the year ended 31^stMarch 2025 is issued without any qualifications,
reservations, or adverse remarks.

Further, the Board of Directors, at its meeting held on 9^thMay 2025, subject to the approval of the shareholders,
approved the appointment of Ms. Ragini Agrawal as
the Secretarial Auditor for a term of five consecutive
years, commencing from the financial year 2025-26
up to and including the financial year 2029-2030. The
remuneration for this appointment shall be determined
mutually and fixed by the Managing Director or WholeÂ¬
Time Directors of the Company in consultation with
the Audit Committee, as may be revised from time
to time. This proposal is included in the notice of the
forthcoming Annual General Meeting.

31. Employeesâ Stock Option Plan:

During the financial year under review, Esconet
Technologies Limited did not grant any stock options
to its employees.

The Company recognizes the strategic importance of
employee stock option plans (ESOPs) as a valuable
component of its broader talent acquisition and
retention framework, designed to align employee
interests with long-term shareholder value. After
a thorough review of prevailing market conditions,
organizational priorities, and regulatory considerations,
the decision was taken not to implement or issue stock
options during this period.

Esconet Technologies Limited remains committed to
periodically evaluating the potential for introducing
or expanding its stock option programs as part of its
comprehensive remuneration policy. The Company
aims to leverage such incentives to attract, motivate,
and retain high-Caliber talent, thereby supporting its
strategic growth objectives. It will continue to review
and refine its compensation strategies to ensure they
remain competitive and aligned with the Company''s
long-term vision and stakeholder expectations.

32. Secretarial Standards

Esconet Technologies Limited is dedicated to
upholding the highest standards of corporate
governance and compliance. In alignment with
this commitment, the Company has adhered to
all applicable Secretarial Standards issued by The
Institute of Company Secretaries of India (ICSI) and
approved by the Central Government pursuant to
Section 118(10) of the Companies Act, 2013, for the
financial year 2024-25.

We recognize and appreciate the vital role played by
ICSI in promoting excellence in corporate governance
and commend their efforts in establishing these
standards. These Secretarial Standards provide
a comprehensive framework of guidelines and
best practices designed to enhance transparency,
accountability, and consistency in corporate
operations and governance. Ensuring compliance
with these standards is fundamental to fostering trust,
integrity, and good governance within our corporate
processes and practices.

33. MD & CFO Certification

In compliance with Regulation 17(8) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Managing Director (MD) and
Chief Financial Officer (CFO) of Esconet Technologies
Limited have provided a comprehensive certification
to the Board of Directors for the financial year 2024-25.

This certification encompasses a detailed affirmation
regarding the accuracy and completeness of the
Company''s financial statements and addresses other
key matters as specified under the said regulations.

The certificate received is attached herewith as
per Annexure-VII.

34. Adequacy of Internal Financial Controls with
reference to the Financial Statements

The Company maintains a robust, independent, and
multidisciplinary Internal Audit team that operates in
accordance with governance best practices. This team
conducts regular reviews and reports to management
and the Audit Committee on compliance with internal
controls, operational efficiency, effectiveness, and
key process risks.

The Board has implemented comprehensive
policies and procedures to ensure the orderly and
efficient conduct of business activities. These
include adherence to the Company''s policies,
safeguarding assets, preventing and detecting fraud
and errors, ensuring the accuracy and completeness
of accounting records, and facilitating the timely
preparation of reliable financial disclosures.

The Company has successfully established a
framework of internal financial controls and has
actively monitored its effectiveness. Esconet operates
under a well-defined delegation of authority with
specified approval limits for revenue and expenditure.
Additionally, the Company has clear processes for
formulating and reviewing long-term strategic and
operational plans. Esconet remains committed to
continuously aligning its processes and controls with
industry best practices.

35. Annual Evaluation of Board Performance

In accordance with the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
performance of the Chairman and Non-Independent
Directors was assessed by the Independent Directors
during their separate meeting held on 17^th March 2025.
This assessment also encompassed a review of the
overall performance of the Board.

The Nomination and Remuneration Committee
has established the criteria and procedure for the
performance evaluation of the Board of Directors. The
evaluation process considered various dimensions of
Board effectiveness, including, but not limited to, the
fulfilment of key responsibilities, Board structure and
composition, the efficacy of Board processes, quality
of information provided, and overall functioning.

Individual Directors were assessed based on their
attendance, active contribution during Board and

Committee meetings, and their support and guidance
to management outside formal meetings.

Furthermore, the Chairman''s performance was
appraised, focusing on critical aspects such as setting
the strategic direction of the Board and fostering active
engagement among Board members. The assessment
of Independent Directors was conducted collectively
by the entire Board to ensure a comprehensive and
unbiased evaluation.

36. Disclosure pursuant to Sections 184(1) and
164(2) of the Companies Act, 2013

The Company has obtained the requisite disclosures
in Form DIR-8 and MBP-1 from its Directors upon
their appointment or reappointment. Upon review,
the Company confirms that none of the Directors are
disqualified under Section 164(2) of the Companies
Act, 2013. This affirmation is made in accordance
with the requirements of Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules,
2014 and is included in this report.

37. Certificate of Practicing Company Secretary

The Company has obtained a certificate from Mr.
Ragini Agrawal, Proprietor of M/s Ragini Agrawal &
Associates, Practicing Company Secretary, Noida
stating that none of the Directors on the Board of the
Company have been debarred/ disqualified from being
appointed /continuing as Directors of any company, by
the SEBI and Ministry of Corporate Affairs or any such
Statutory authority.

The said certificate is annexed with this annual
report as Annexure-V.

38. Particulars of Loans, Guarantees and
Investments

The details of loans and investments, as required
under Section 186 of the Companies Act, 2013, read
in conjunction with the Companies (Meeting of Board
and its Powers) Rules, 2014, are included in the notes
to the Financial Statements. During the year under
review, the Company did not provide any guarantees.

39. Declaration of Independent Directors:

The Company has received declarations from all
Independent Directors affirming that they meet
the criteria of independence as outlined in Section
149(6) of the Companies Act, 2013. There have been
no changes in the circumstances that could affect
their status as Independent Directors during the
reporting period.

The terms and conditions of appointment for the
Independent Directors are in accordance with
Schedule IV of the Act. Additionally, pursuant to

Section 150 of the Companies Act, 2013, read with Rule
6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, all Independent Directors
have confirmed that they have registered themselves
with the databank maintained by the Indian Institute of
Corporate Affairs (IICA), Manesar.

The Board is of the opinion that the Independent
Directors possess the necessary integrity, experience,
expertise, and proficiency required under applicable
laws to effectively discharge their responsibilities.

40. Meeting Of Independent Directors:

The Company''s Independent Directors meet at least
once in every financial year without the presence
of Executive Directors or management personnel.
Such meetings are conducted informally to enable
Independent Directors to discuss matters pertaining
to the Company''s affairs and put forth their views to
the Lead Independent Director.

No sitting fee is paid to the Independent Directors for
the said meeting

During the year under review, one Meeting of the
Independent Directors was held on 17^th March 2025
for the F. Y. 2024-25 to discuss:

- Evaluation of the performance of NonÂ¬
independent Directors and the Board of
Directors as a whole.

- Evaluation of the performance of the chairman
of the Company, considering the views of the
Executive and Non- Executive directors.

- Evaluation of the quality, content, and timeliness
of flow of information between the management
and the board that is necessary for the board to
perform its duties effectively and reasonably.

- Review the mechanism of safeguard the interests
of all Stakeholders.

41. Criteria of making payments to NonÂ¬
executive Directors including all pecuniary
relationship or transactions of NonÂ¬
executive Directors

The Independent Directors are not paid any
remuneration other than the sitting fee for attending
meetings of the Board and the Committees thereof as
approved by the Board.

During the financial year under review, there have
been no other pecuniary relationships, transactions,
or financial dealings between the Non-Executive
Directors (including Independent Directors) and the
Company, apart from the sitting fees paid to them for
their attendance at Board and Committee meetings.
The Company ensures that such relationships, if any,

are maintained within the parameters of independence
and do not influence the Directors'' objectivity and
independence in performing their duties.

42. Directors Responsibility Statement

The Board of Directors of the Company confirms:

a) that in the preparation of the annual accounts for
the year ended 31^st March 2025 the applicable
Accounting Standards have been followed.

b) that the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that were reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of
the financial year and of the profit of the Company
for the year under review.

c) that the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the Provisions of the
Companies Act, 2013, for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities.

d) That the Directors have prepared the annual
accounts for the year ended 31^st March 2025 on a
âgoing concern'' basis.

e) that the Directors have laid down internal
financial control and that such internal financial
control are adequate.

f) that the Directors have devised proper system
to ensure compliance with the Provisions of all
applicable laws.

43. Disclosures Relating to Remuneration of
Directors, Key Managerial Personnel and
Particulars of Employees

The information required under Section 197 of the
Companies Act, 2013 read with Rule 5(1) Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of Directors/
Employees of your Company is appended in Annexure
II forming part of this Report.

44. Means of Communication

The Company regularly communicates key information,
including the Half-Yearly and Annual Financial Results,
press releases, and presentations on significant
developments, to the Stock Exchanges for uploading

on their websites and for dissemination to Members.
Additionally, these updates are made accessible to
Institutional Investors and Analysts, where applicable,
and are also hosted on the Company''s official website
at www.esc.co.in. In accordance with Regulation
47(4) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the requirement
to publish Half-Yearly and Annual Financial Results
in English and Hindi newspapers is not applicable to
the Company; therefore, such results have not been
published in any newspapers.

Furthermore, the Company disseminates all relevant
reports and disclosuresâincluding financial results,
shareholding patterns, and other statutory reportsâ
electronically through the NSE website at www.
nseindia.com to ensure transparency and timely
information sharing.

45. Business Responsibility & Sustainability
Report

Esconet Technologies Limited is dedicated to
maintaining high standards of business responsibility
and sustainability. Although the regulatory requirements
for the Business Responsibility and Sustainability
Report (BRSR), as outlined under Regulation 34(2) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, are not applicable to our company
for the financial year 2024-25, we acknowledge the
importance of transparency in environmental, social,
and governance (ESG) practices.

While the submission of the BRSR is currently
not mandatory, we are actively considering the
advantages of voluntarily incorporating such a report
in the future. This initiative aligns with our long-term
strategy to strengthen our ESG disclosures, promote
transparency, and demonstrate our commitment to
responsible business practices.

46. Annual Return

Pursuant to Notification dated August 28, 2020, issued
by the Ministry of Corporate Affairs as published in the
Gazette of India on 28^th August 2020, the details forming
part of the extract of Annual Return in Form MGT-9 is
not required to be annexed herewith to this report.

As required pursuant to Section 92(3) of the
Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the
Annual Return in E-form MGT-7 shall be available at
website of the Company at www.esc.co.in.

In pursuance of the Companies (Management and
Administration) Second Amendment Rules, 2023, the
Board of Directors of the Company have appointed
Chief Financial Officer & Company Secretary

as the Designated Person for compliance under
the said Rules.

47. Disclosure of Particulars for Conservation
of Energy, Technology Absorption, Foreign
Exchange Earnings, and outgo

Information''s as per the provisions of Section 134(3)
(m) of the Companies Act, 2013 read with Rule 8(3)
of the Companies (Accounts) Rules, 2014, relating
to Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo is given in
Annexure- III forming part of this Report.

48. Corporate Governance Report

Esconet Technologies Limited is committed to
upholding the highest standards of corporate
governance, ensuring adherence to principles of
transparency, accountability, and integrity across all
aspects of its operations. Our dedication to these
principles underscores our commitment to acting in
the best interests of our stakeholders and fostering
sustainable growth. In accordance with Regulation
15(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, compliance with
the provisions of Regulations 17 to 27 and clauses
(b) to (i) of sub-regulation (2) of Regulation 46,
as well as Paras C, D, and E of Schedule V, is not
applicable to entities whose securities are listed on
the SME Exchange. Accordingly, the requirement to
file a Corporate Governance Report with the Stock
Exchange does not pertain to Esconet Technologies
Limited for the financial year 2024-25.

Since the Company''s securities are listed on the
EMERGE SME Platform of NSE, Regulations 17 to 27,
clauses (b) to (i) of sub-regulation (2) of Regulation
46, and Paras C, D, and E of Schedule V of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, are not applicable. Consequently,
the Corporate Governance Report does not form part
of this Board''s Report.

49. Management Discussion and Analysis
Report

In compliance with the voluntary adoption of
Regulation 34 of the Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (âListing Regulationsâ), the
Management Discussion and Analysis (MD&A)
Report for the year under review has been prepared.
Although this disclosure is not mandatorily required,
the Company believes that providing a comprehensive
MD&A enhances transparency and offers valuable
insights into the Company''s financial and operational
performance, industry outlook, strategic initiatives,
and future prospects.

The MD&A Report for the year under review is presented
as a separate section and forms an integral part of this
Annual Report. It is attached herewith as Annexure IV
and should be read in conjunction with the financial
statements and other disclosures contained herein.

50. Material Changes and Commitments during
the Year under review, if any:

There were no material changes and commitments,
affecting the financial position of the Company which
have occurred between the end of the Financial Year
to which the financial statements relate i.e., March 31,
2025, and the date of this Report.

51. Other Disclosures and Reporting

Your directors further state that during the
year under review:

a. The Company has not accepted any deposits
from the public or shareholders, thereby ensuring
compliance with applicable deposit regulations
and safeguarding shareholder interests.

b. There have been no significant or material orders
passed by any Regulators, Courts, or Tribunals
that could adversely impact the Company''s going
concern status or its future operations.

c. The Statutory Auditors'' report is free from
qualifications, reservations, adverse remarks, or
disclaimers, indicating the auditors'' unqualified
opinion on the financial statements and affirming
the integrity and transparency of the Company''s
financial reporting.

52. Details In Respect of Frauds Reported by
Auditor

During the financial year under review, the Statutory
Auditors, Internal Auditors, and Secretarial Auditors
have not reported any instances of frauds involving
officers or employees of the Company. Consequently,
there are no such incidents to be disclosed in this
report in accordance with Section 143(12) of the
Companies Act, 2013.

53. Website:

In accordance with Regulation 46 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company maintains a
functional official website at www.esc.co.in. The
website serves as a comprehensive platform
containing essential information about the Company,
emphasizing transparency, accessibility, and
stakeholder engagement.

Our digital presence extends beyond regulatory
compliance; it embodies our commitment to fostering
trust and providing stakeholders with easy access to
relevant information. The website is designed to be
intuitive and informative, offering insights into our
operations, corporate values, financial performance,
and strategic initiatives.

Additionally, we have prioritized the inclusion of
detailed contact information for designated officials
responsible for addressing investor grievances,
ensuring timely and effective support. Regular updates
are made to ensure the accuracy and currency of the
information provided.

54. Significant And Material Orders Passed
by The Regulators or Courts or Tribunals
Impacting The going Concern Status of The
Company:

We are pleased to inform that Esconet Technologies
Limited has not been subject to any significant or
material orders from regulators, courts, or tribunals
during the reporting period that could adversely affect
the company''s ongoing operations or its ability to
continue as a going concern. This positive affirmation
underscores our strong compliance framework,
adherence to regulatory requirements, and
commitment to maintaining the highest standards of
corporate governance and ethical business practices.

Our proactive approach to regulatory adherence and
operational integrity has contributed to a stable legal
environment, allowing us to focus on strategic growth
and value creation for our stakeholders. We remain
vigilant in monitoring any developments that may
impact our business and are committed to addressing
any issues promptly to safeguard the long-term
sustainability of the company.

55. Human Resource & Employees Development

The Company recognizes that its employees
constitute the cornerstone of its sustainable growth
and are instrumental in driving its ongoing success.
As a fundamental aspect of our strategic vision,
we prioritize human resources management and
consistently invest in the development of our human
capital, focusing on enhancing skills, capabilities, and
leadership qualities.

During the reporting period, the Company has
maintained harmonious and cordial relations across
all levels of the organization. We firmly believe that
our employees are vital to increasing operational
efficiency, profitability, and long-term stability. The
Company''s strength lies in effectively harnessing
its workforce to achieve sustained growth across all
spheres of business. In line with our commitment
to employee well-being, we provide comprehensive

health insurance coverage for all employees and their
families, ensuring their health and security.

The Company believes that for sustained success,
every employee must not only possess the requisite
competence and capabilities but also embody
contemporary, value-driven principles that enable
them to adapt constructively to change. To this end, we
are committed to creating a supportive and conducive
work environment that encourages individual growth,
fosters creativity, and promotes active participation
in organizational development. Ultimately, we
believe that the quality of our workforce directly
correlates with the organization''s overall success.
Throughout the year, employee relations remained
positive, fostering a peaceful and collaborative work
environment. We remain dedicated to nurturing our
human resources as a vital asset for the future, aligned
with our vision of building a resilient, innovative, and
high-performing organization.

56. Particulars of Employees and Related
Disclosures

In accordance with Section 134 (2) read with Rule
5(2) and Rule 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, as amended, this report is being sent to all the
shareholders of the Company, excluding the details
of employees who were in receipt of remuneration of
not less than Rupees 102 lakh during the year ended
March 31, 2025 or not less than Rupees 8.5 lakh per
month during any part of the said year. As there were
no employees receiving the remuneration in excess to
the mentioned above.

57. Declaration Under Insolvency and
Bankruptcy Code

We are pleased to share with our valued stakeholders
that during the year under review, Esconet
Technologies Limited has not made any applications
nor had any proceedings pending under the Insolvency
and Bankruptcy Code, 2016.

58. Environment & Safety Measures

The Company will continue taking all the necessary
measures to maintain high standards of Environment,
Cleanliness and Green Belt, Water Harvesting,
Pollution Control, Health and Safety Precautions.

59. Declaration Regarding Settlement with
Banks/Financial Institutions

During the year under review there was no instance
of onetime settlement with any Bank or Financial
Institution. Accordingly, disclosure relating to the
detail of difference between amount of the valuation
done at the time of onetime settlement and the
valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof,
is not applicable to the Company.

60. Cautionary Statement

Statements in this Directors'' Report and Management
Discussion and Analysis Report describing the
Company''s objectives, projections, estimates,
expectations or predictions may be âforward-looking
statementsâ within the meaning of applicable
securities laws and regulations. Actual results could
differ materially from those expressed or implied.
Important factors that could make difference to the
Company''s operations include raw material availability
and its prices, cyclical demand and pricing in the
Company''s principal markets, changes in Government
regulations, Tax regimes, economic developments
within India and the countries in which the Company
conducts business and other ancillary factors.

61. Acknowledgement:

Your directors wish to place on record their appreciation
and sincere thanks to the Customers, Business Partners,
Government and all statutory authorities for their
unwavering support and co-operation. Your directors,
also acknowledge the hard work, dedication, and
Commitment of the employees and place on record the
appreciation of the dedication and hard work contributed
by employees, individually and collectively, in the overall
progress of the Company during the last year.

For and on behalf of the Board
ESCONET TECHNOLOGIES LIMITED

Sd/- Sd/-

Santosh Kumar Agrawal Sunil Kumar Agrawal

Chairman & Managing Director Whole time Director

(DIN: 00493749) (DIN: 00493820)

Date: 01.08.2025
Place: New Delhi

Mar 31, 2024

Your directors have pleasure in presenting the 12^th Annual Report of the Esconet Technologies Limited (âCompanyâ) together with the Standalone and Consolidated Audited Financial Statement(s) of the Company for the Financial year ended March 31, 2024.

In compliance with the applicable provisions of the Companies Act, 2013, (âthe Actâ) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), this Annual Report containing, inter alia, Standalone and Consolidated Audited Financial Statements, Notice of Annual General Meeting (âAGMâ), Directorsâ Report, Management Discussion and Analysis Report, Auditorsâ Report and other important information is circulated to Members and others entitled thereto.

1. Financial Results: (Amount is INR in lakhs)
Particulars	Standalone		Consolidated
Particulars	Year ended March 31, 2024	Year ended March 31, 2023	Year ended March 31, 2024	Year ended March 31, 2023
Sales & Services	13747.50	9465.96	14054.99	As on 31^stMarch 2023 there was no Subsidiary Company to the Esconet Technologies Limited hence there was no need for consolidated financials.
Other Income	24.23	31.59	24.76
Total Income	13771.73	9497.55	14079.75
Total Expenses	13044.24	9052.55	13335.41
Profit/(Loss) before Tax &Exceptional Item	727.48	444.60	744.34
Exceptional Item	__	__	__
Profit/(Loss) before Tax	727.48	444.60	744.34
- Current tax	193.86	128.94	194.42
- Income tax -prior years
- Deferred Tax-Continued operation	3.67	12.64	6.87
Profit/(Loss) after Tax	529.95	303.03	543.05
Less: Dividend paid during the year
Profit/(Loss) for the Year	529.95	303.03	543.05

There have been no material changes and commitments that have occurred after close of the FY till the date of this report which affect the financial position of the Company. There has been no material change in the nature of business of the Company. Based on the internal financial control framework and compliance system established in the Company and verified by the auditors and reviews performed by the management and/or the Audit Committee of the Board, your Board is of the opinion that Companyâs internal financial controls were adequate and effective during the FY 2023-24.

2. Financial Performance:A. Standalone

The Standalone Revenue from Operations for the F.Y. 2023-24 was Rs. 137.47 Crores against Rs. 94.65 Crore in the previous year. The Company has reported total income of Rs. 137.72 Crore for the current year as compared to Rs. 94.97 Crores in the previous year. The Net Proft for the year under review amounted to Rs. 5.29 crore in the current year as compared to Rs. 3.03 crore in the previous year.

B. Consolidated

The Consolidated Revenue from Operations during the year for the F.Y. 2023-24 was Rs. 140.55 Crores. The Company has reported total profit after tax of Rs. 5.43 Crore for the current year as compared to Rs. 3.03 Crore in the previous year.

During the Financial Year 2023-24, the company experienced significant growth in operating revenue as compared to the previous Financial Year. This is a testament to the hard work and dedication of our team, as well as the successful implementation of our strategic initiatives.

Our innovative approach and commitment to delivering exceptional products and services have resonated with our target audience and members, resulting in increased sales and customer loyalty. We have also been able to capitalise on emerging trends and market opportunities, allowing us to stay ahead of the competition and retain our loyal customers and members.

3. Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and its subsidiary Company prepared in accordance with the relevant Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, forms part of this Annual Report.

4. Conversion of Company from Private Limited to Public Limited

During the financial year, the company has been converted from a âPrivate Limited Companyâ to a âPublic Limited Companyâ and the name of the Company has been changed from âEsconet Technologies Private Limitedâ to âEsconet Technologies Limitedâ w.e.f. September 21^st, 2023, and the Fresh Certificate of Incorporation by the then Registrar of Companies, New Delhi was issued to reflect the change in constitution of the Company.

5. State of Company''s Affairs and Future Outlook

The Company understands the importance of adapting to changing market conditions and evolving customer needs and believe that continuous improvement is key to staying ahead of the competition. Our focus is on streamlining processes, improving efficiency, and leveraging technology to drive growth and improve client satisfaction. Our aim is to create a more agile and innovative organization that is better equipped to respond to market changes and capitalize on new opportunities. The management is confident that the transformation will position the company for long-term success and growth.

6. Change in the Nature of Business

During the year there was no change in main business activities of the Company During the year under review.

7. Details of Lock - In of Shares

In accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the shares held by our esteemed Promoters and Public Shareholders (who held shares before our Initial Public Offering) are subject to and held in lock-in state as mandated by the SEBI regulations.

8. Dividend:

Pursuant to Section 134 (3) of the Companies Act, 2013 read with Secretarial Standard (SS-4) the Board of Directors, after considering holistically the relevant circumstances and current financial positions, has decided that it would be prudent not to recommend any dividend for the year under review.

The Board of Directors of the Company had approved and adopted a Policy on Distribution of Dividend, as amended from time to time, to comply with Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).

The said Policy of the Company sets out the parameters and circumstances that will be taken into account by the Board in determining whether or not to distribute dividend to its shareholders, the quantum of profits and/or retained profits earned by the Company to be distributed as dividend.

The policy is available on the website of the Company viz. https://www.esc.co.in.

9. Transfer of Amounts to Investor Education and Protection Fund

the applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ), as amended time to time.

There were no shares on which were required to be transferred or is due to be transferred to the IEPF, during the FY 2023-24.

10. Initial Public Offer and Listing of shares of the Company

The Shares of the Company were listed on National Stock Exchange SME platform, on 23^rd February 2023. The Company has paid the annual listing fee for the financial year 2024-2025. The Equity Shares of the Company has the electronic connectivity under ISIN No. INE0RQZ01017.

Depositories

Your Company has arrangements with National Securities Depository Limited (âNSDLâ) and Central Depository Services (India) Limited (âCDSLâ), the Depositories, for facilitating the members to trade in the fully paid-up equity shares of the Company in Dematerialized form. The Annual Custody fees for the FY 2023-24 has been paid to both the Depositories.

11. Statement Of Utilization of Funds Raised Through IPO Under Regulations 32 (1) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

During the year under review, the company has come up with Initial Public Offer of 33,60,000 (Thirty-Three lakhs Sixty Thousand only) Equity shares of Rs. 10/- each at issue price of Rs. 84/- per Equity share, including a premium of Rs. 74/- per equity share aggregating to Rs. 2822.40 Lakhs.

Pursuant to Regulation 32(1)(a) and 32(1)(b) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby states that:

- There was no deviation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated February 20th, 2024.

- There has been no variation(s) in the use of proceeds from the objects stated in the prospectus dated February 20th, 2024.

12. Share Capital Structure of the CompanyA. Authorized Capital and Changes thereon if any

During the year under the review the company has increased its Authorized Share Capital from Rs. 1,00,00,000/- (Rupees One Crores) to Rs. 15,00,00,000/- (Rupees Fifteen Crores) in its Extra-Ordinary General Meeting Held on 23^rd September 2023.

As on date of this Report the Authorized Capital of the Company is Rs. 15,00,00,000 (Rupees Fifteen Crores) divided into 1,50,00,000 (One Crore and Fifty Lakh) equity shares of Rs. 10/- each.

B. Paid up Capital and Changes thereon, if any:

The Issued, Subscribed and Paid-up capital is Rs. 12,36,00,000/- (Rupees Twelve crores Thirty-Six Lakhs) divided into 1,23,60,000 (One Crore Twenty-Three Lakh and Sixty Thousand) equity shares of Rs. 10/-.

During the year, the Company had issued Shares by way of following Allotments:

S. No.	Type of Issue	Date Of Allotment	No. of Shares Issued	Total Amount at face value (in Rs.)
1.	Private Placement	5^th September 2023	10,723	1,07,230
2.	Bonus Allotment	17^th November 2023	77,78,230	7,77,82,300
3.	Private Placement	30^th November 2023	4,43,947	44,39,470
4.	Initial Public Offer	22^nd February 2024	33,60,000	3,36,00,000
Total			1,15,92,900	11,59,29,000

and the issued, subscribed, and Paid-up capital of the company is increased from Rs. 76,71,000/- to Rs. 12,36,00,000/-.

Other than above-mentioned there has been no change in the Share Capital, Issued, paid up and Subscribed Capital of the company during the year under review.

13. Particulars of contracts or arrangements with related parties

The Company does have transactions with related party in terms of Section 188 of the Companies Act, 2013. Hence, the disclosure required to be provided under Section 134(3) (h) of the Companies Act, 2013, in Form AOC - 2 is applicable is furnished as Annexure I to this report.

The Disclosures as required under Accounting Standard - 18 (AS-18) ââRelated Party Disclosuresââ notified under Rule 7 of the Companies (Accounts) Rules, 2014 have been provided in the Notes forming part of the Financial Statements.

14. Subsidiary Companies and Joint Venture

The Company has one Subsidiary Companies named Zeacloud Services Private Limited as on 31^st March 2024.

Your Company funds its subsidiary (ies), from time to time, as per the fund requirements, through loans, guarantees and other means to meet the working capital and other business requirements.

Apart from the above, there is no other Subsidiary / Joint-venture/Associate within the meaning of 2(87) and 2(6) of the Act, of the Company.

Audited Accounts of Subsidiary Companies:

Your Company has prepared the Audited Consolidated Financial Statements in accordance with Section 129(3) of the Act read with the applicable Accounting Standards and Listing Regulations. As required under the Accounting Standards, issued by the Institute of Chartered Accountants of India (âICAIâ) and applicable provisions of the Listing Regulations, the Audited Consolidated Financial Statements of the Company reflecting the Consolidation of the Accounts of its subsidiaries are included in this Annual Report. Further, a statement containing the salient features of the financial statements of subsidiaries pursuant to sub-section 3 of Section 129 of the Companies Act, 2013 (''the Act'') in the prescribed form AOC-1 is appended to this Board Report as Annexure - 1A.

In accordance with Section 136 of the Act, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of the subsidiaries are available on the website of the Company viz. https://www.esc.co.in.

As on March 31, 2024, the Company has no Material Subsidiary. The Policy for determining Material Subsidiaries is available on the Companyâs website viz. https://www.esc.co.in.

15. Registered Office and other Offices of the Company

The Registered Office of the Company is presently situated at D - 147, Okhla Industrial Area, Phase - 1, New Delhi, India - 110020.

16. Registrar and Share Transfer Agent

To provide services to the Shareholders, the Company has appointed M/s Skyline Financial Services Private Limited, (SEBI Regi. No.- INR000003241) having its Registered office at D-153/A, 1st floor, Phase I, Okhla Industrial Area, New Delhi, Delhi - 110020, as Registrar and Transfer Agent (RTA) & Share Transfer Agent (STA) of the Company.

17. Public Deposits

Your Company had not accepted/renewed any deposits from the public or the Members, within the meaning of Section 73 of the Act read with Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2023-24, and as such no amount of principal or interest on deposit from public or Members, was outstanding as of the Balance Sheet date.

18. Directors and Key Managerial Personnel

The Board of the Company is a balanced one with an optimum mix of Executive and Non-Executive Directors and comprises of Six (06) Directors; Thee Executive Director, Three Non-Executive Director out of which Three are Independent Directors and out of which one is women Independent Director. They show active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making.

As on the date of this report, the Board of the company constitutes of the following directors and KMPs:

Sr. No.	Name of Director/ KMP	DIN/PAN	Designation
1.	Mr. Santosh Kumar Agrawal	00493749	Managing Director
2.	Mr. Sunil Kumar Agrawal	00493820	Whole Time Director
3.	Mr. Vineet Agrawal	09603245	Whole Time Director
4.	Mrs. Ashi Jain	10342573	Independent Director
5.	Mr. Mukesh Chand Jain	00101601	Independent Director
6.	Mr. Gaurav Gupta	06954141	Independent Director
7.	Mr. Himanshu Purohit*	CBNPP3762J	Chief Financial Officer (CFO)
9.	Mr. Rajnish Pandey	DCQPP6580K	Company Secretary

*Mr. Himanshu Purohit, has resigned with effect from 10^th June 2024 from the Position of the Chief Financial Officer of the Company.

During the year under review and as on date of this report the following officials were appointed/resigned or redesignated:

Sr. No.	Name of Director/KMP	Designation	Appointment/ Resignation/ Redesignation	Date of Appointment/ Resignation
1.	Mrs. Ashi Jain	Independent Director	Appointment	5^th October 2023
2.	Mr. Vineet Agrawal	Whole Time Director	Appointment	25^th July 2023
3.	Mr. Mukesh Chand Jain	Independent Director	Appointment	5^th October 2023
4.	Mr. Gaurav Gupta	Independent Director	Appointment	5^th October 2023
5.	Mr. Himanshu Purohit	Chief Financial Officer	Appointment	2^nd November 2023
6.	Mr. Rajnish Pandey	Company Secretary	Appointment	2^nd November 2023
7.	Mr. Himanshu Purohit*	Chief Financial Officer	Resignation	10^th June 2024

19. Number of Board Meetings:

During the year under review, 27 (twenty-seven) Board Meetings were convened and held in accordance with the provisions of the Companies Act, 2013 and rules made there under and in compliance with the Secretarial Standard I as issued by the Institute of Company Secretaries of India.

	Date of Board			Name of Directors
	Meeting
Sr. No.	Meeting	Mr.	Mr. Sunil	Mr.	Mrs.	Mr.	Mr.
		Santosh	Kumar	Vineet	Ashi	Gaurav	Mukesh
		Kumar	Agrawal	Agrawal	Jain	Gupta	Chand
		Agrawal					Jain
1.	26^th April 2023	P	P	NA	NA	NA	NA
2.	6^th June 2023	P	P	NA	NA	NA	NA
3.	29^th June 2023	P	P	NA	NA	NA	NA
4.	12^th July 2023	P	P	NA	NA	NA	NA
5.	21^st July 2023	P	P	NA	NA	NA	NA
6.	25^th July 2023	P	P	NA	NA	NA	NA
7.	1^st August 2023	P	P	P	NA	NA	NA
8.	7^th August 2023	P	P	P	NA	NA	NA
9.	10^th August 2023	P	P	P	NA	NA	NA
10.	21^st August 2023	P	P	P	NA	NA	NA
11.	28^th August 2023	P	P	P	NA	NA	NA
12.	1^st September 2023	P	P	P	NA	NA	NA
13.	5^th September 2023	P	P	P	NA	NA	NA
14.	15^th September 2023	P	P	P	NA	NA	NA
15.	18^th September 2023	P	P	P	NA	NA	NA
16.	23^rd September 2023	P	P	P	NA	NA	NA
17.	5^th October 2023	P	P	P	NA	NA	NA
18.	9^th October 2023	P	P	P	P	P	A
19.	11^th October 2023	P	P	P	P	P	A
20.	20^th October 2023	P	P	P	P	A	A
21.	21^st October 2023	P	P	P	P	A	A
22.	2^nd November 2023	P	P	P	P	A	P
23.	17^th November 2023	P	P	P	P	A	P
24.	30^th November 2023	P	P	P	P	P	P
25.	14^th December 2023	P	P	P	P	P	P
26.	28^th December 2023	P	P	P	P	P	P
27.	21^st February 2024	P	P	P	P	P	P

20. Number of General Meetings:

During the year under review, total 6 (Six) Extra Ordinary General Meetings were convened and held in accordance with the provisions of the Companies Act, 2013 and rules made there under and in compliance with the Secretarial Standards as issued by the Institute of Company Secretaries of India as follows:

- 9^th August 2023

- 26^th September 2023

- 11^th October 2023

- 16^th October 2023

- 3^rd November 2023

- 20^th November 2023

The Annual General Meeting of the Company for the last Financial Year was held on 11^th September 2023 at the Registered office of the Company.

21. Details of Committees of the Board:

At present, the Board has following Five (5) Committees:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholdersâ Relationship Committee

â¢ General Business Committee

â¢ Internal Complaints Committee

â¢ IPO Committee (Dissolved with effect from 29^th May 2024)

The Composition of this Committees and relative compliances are in line with the applicable provisions of the Companies Act, 2013 read with the Rules and applicable provisions of the Listing Regulations.

The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. Meetings of each of these Committees are convened by the respective Chairperson of the Committee. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes and proceedings of the meetings of all Committees are placed before the Board for review from time to time. The Minutes of the Committee Meetings are sent to all members of the Committee individually and are placed before the Board for review from time to time.

Following are the details of Board Committees;A. Audit Committee

Your Company has constituted the Audit Committee in accordance with Section 177 and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 and applicable clauses of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable guidelines. Further, the Audit Committee was constituted by way of a Board resolution dated 2^ndNovember 2023. The Committee comprised of 3 members during the financial year.

The detail of the composition of the Audit committee along with their meetings held/attended is as follows:

Name of Director	Position	Attendance at the Committee Meeting held on
Name of Director	Position	02-11-2023	17-11-2023	30-11-2023	27-03-2024
Mrs. Ashi Jain	Chairperson	Present	Present	Present	Present
Mr. Mukesh Chand Jain	Member	Present	Present	Present	Present
Mr. Santosh Kumar Agrawal	Member	Present	Present	Present	Present

The Company Secretary of the Company shall act as a Secretary to the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to answer shareholder queries, if any.

The Audit Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board in accordance with its powers as Part C of Schedule II of SEBI Listing Regulation, 2015 as amended and the Companies Act, 2013 or any other power and responsibilities as may be designated by the board of directors from time to time.

B. Nomination and Remuneration Committee

Our Company has constituted Nomination and Remuneration Committee in terms of Section 178, Schedule V and other applicable provisions of Companies Act,

2013 read with rule 6 of the Companies (Meetings of Board and its Power) Rules,

2014 and applicable clauses of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable guidelines, in the meeting of the Board of Directors held on 2nd November 2023.

The functions of the Committee are as per the provisions of the Companies Act, 2013 besides others which may be delegated to it by the Board.

The detail of the composition of the Nomination Remuneration committee along with their meetings held/attended is as follows:

Name of Director	Position	Attendance at the Committee Meeting held on
Name of Director	Position	2^nd November 2023
Mr. Gaurav Gupta	Chairperson	Absent
Mrs. Ashi Jain	Member	Present
Mr. Mukesh Chand Jain	Member	Present

The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee.

C. Stakeholders Relationship Committee

Our Company has constituted the Stakeholders Relationship Committee in terms of Section 178 sub section (5) and other applicable provisions of Companies Act,

2013 read with rule 6 of the Companies (Meeting of Board and its Power) Rules,

2014 and applicable clauses of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, in the meeting of Board of Directors dated 2^nd November 2023.

The detail of the composition of the Stakeholders Relationship committee along with their meetings held/attended is as follows:

Name of Director	Position	Attendance at the Committee Meeting held on
Name of Director	Position	2^nd November 2023
Mr. Mukesh Chand Jain	Chairperson	Present
Mr. Santosh Kumar Agrawal	Member	Present
Mr. Sunil Kumar Agrawal	Member	Present

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee.

22. Policy on Directorsâ appointment and remuneration

The Nomination and Remuneration Committee is entrusted with the responsibility of identifying and ascertaining the integrity, qualification, expertise, and experience of the person for appointment as Director, KMP or at Senior Management level and recommending their appointment for the consideration of the Board.

The Company has drawn up Nomination and Remuneration policy in line with the requirement of Section 178 of the Companies Act, 2013. The Policy inter alia provides that a person should possess adequate qualification, expertise, and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as Annexure-II and forms an integral part of this report.

Extract of the policy are available on the Companyâs website www.esc.co.in.

23. Vigil Mechanism / Whistle Blower Policy

Section 177(9) of the Companies Act, 2013 mandates every listed company to constitute a vigil mechanism. Similarly, Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, laid down to establish a mechanism called the âWhistleblower Policyâ for directors and employees to report concerns of unethical behavior, actual or suspected, fraud or violation of the Companyâs Code of Conduct.

The Company has a Vigil Mechanism cum Whistle Blower Policy (âVigil Mechanismâ) in place. The Vigil Mechanism is a system for providing a tool to the employees of the Company to report violation of personnel policies of the Company, unethical behaviour, suspected or actual fraud, violation of code of conduct. The Company is

committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization.

The Policy provides for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Board of Directors affirm and confirm that no employee of the Company has been denied access to the Committee.

Below is report under vigil mechanism during the financial year 2023-2024.

Particular of Complaints	No of Complaints
No. of Complaint carried forward as on March 31,2023	0
No. of Complaint receiving during FY 2023-2024	0
No. of complaints at the end of financial year 2023-2024	0

Details of the Vigil Mechanism are available on the Companyâs website www.esc.co.in.

24. Corporate Social Responsibility

During the year under review, the provisions of Section 135 of the Companies Act, 2013, did not apply to your Company. However, the Company remains committed to fostering a strong corporate culture that integrates CSR values with business objectives.

The provisions of Corporate Social Responsibility under Section 135 of the Companies Act, 2013, will now apply to your Company for the Current Financial Year 2024-25, as the Companyâs net profit exceeds Rupees 5 crores as of March 31,2024.

In accordance with Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility) Rules, 2014, as amended by the CSR Amendment Rules, 2021, your Company is exempt from constituting a CSR Committee since the CSR expenditure obligation for the relevant year does not exceed Rs. 50 lakhs. Therefore, the Board will carry out the required functions itself, and your Company is not required to form a CSR Committee as of the date of this report.

25. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

Your Company has zero tolerance towards any action on the part of any of its officials, which may fall under the ambit of âSexual Harassmentâ at workplace. Pursuant to the provisions of Section 21 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition, Redressal) Act, 2013, the Company formulated a Policy on Prevention of Sexual Harassment at Workplace. All employees (permanent, contractual, temporary, trainees, etc) are covered under this policy. An Internal Complaints Committee (ICC) was constituted which is responsible for redressal of complaints related to sexual harassment at the workplace.

Pursuant to the said Act, the details regarding the number of complaints received, disposed and pending during the FY 2023-24, pertaining to incidents under the above framework/ law are as follows:

Particulars	Numbers
Number of complaints pending at the beginning of the financial year	NIL
Number of complaints received during the financial year	NIL
Number of complaints disposed of during the financial year	NIL
Number of complaints those remaining unresolved at the end of the financial year	NIL

26. Policy on Code of Conduct and Ethics

Being a SME listed Company exemption has been provided to the Company from formulating of Code of Conduct for Board of Directors and Senior Management Personnel.

However, Board of Directors has formulated and adopted Code of Business Conduct Ethics for Director & Senior Management Executive policy. As an organization your Company places a great importance in the way business is conducted and the way each employee performs his/her duties. Your Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the outcomes of our actions, participation in ethical business practices and being responsive to the needs of our people and society.

Towards this end, your Company has laid down a Code of conduct applicable to all the employees of your Company and conducted various awareness sessions across the Company. The Code provides for the matters related to governance, compliance, ethics and other matters. In this regard certificate from Managing Director as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board.

The said policy is attached herewith as Annexure - VIII.

27. Auditorsa) Statutory Auditors

The Members of the Company at the 11^th Annual General Meeting (âAGMâ) held on September 20,2022 approved the appointment M/s Goel Mintri & Associates., Chartered Accountants (Firm Registration No.006569C), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the ensuing Annual General Meeting.

The Independent Auditorsâ Report for fiscal 2024 provided by the statutory auditor does not contain any qualification, reservation, or adverse remark. The Independent Auditorsâ Report is integrated in this Annual Report.

Re-appointment of Statutory Auditor

It is proposed to re-appoint M/S Goel Mintri & Associates, Chartered Accountants, who are holding the Office of the Statutory Auditor till the Conclusion of the ensuing Annual General Meeting of the Company, for 2^ndterm and further period of 5 years from the conclusion of the ensuing 12^thAnnual General Meeting of the Company till the Conclusion of the 17^th Annual General Meeting of the Company to be held in year 2029.

The Statutory Auditors have confirmed their eligibility and submitted their certificate of non-disqualification to hold office of Statutory Auditors of the Company, to the Board of Directors the Company, and the Board in their meeting held on 26th July 2024 has considered their re-appointment as statutory auditor and recommended the same to the shareholders for their approval.

b) Internal Auditors

The provisions of Section 138(1) of Companies Act, 2013 is now applicable to Company and Company has appointed M/s Arora Rahul & Co., Practicing Chartered Accountants, to carry out Internal Audit for the Financial Year 202425, in its Meeting of Board of Directors held on 29^th May 2024.

c) Cost Auditors

Your company does not fall within the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained.

28. Secretarial Audit:

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, made there under, mandates the company to have Company Secretary in practice for furnishing secretarial audit report, accordingly, have appointed The Secretarial Auditor of the Company.

The Board of Directors of your Company had already appointed M/s Ragini Agrawal & Associates, Practicing Company Secretaries, Noida, a peer reviewed firm, to act as the Secretarial Auditor to the Company, in the Meeting of the Board of Directors held on 29^th May 2024.

The Secretarial Auditorsâ Report for the financial year ended 31^st March 2024, does not contain any qualification, reservation, or adverse remark.

The Secretarial Auditorsâ Report for the financial year ended 31^st March 2024, is enclosed as Annexure VI to the Boardâs report, which forms part of this Integrated Annual Report.

29. Employeesâ Stock Option Plan:

During the fiscal year under review, Esconet Technologies Limited did not issue any stock options to its employees.

The Company recognizes the importance of stock options as a tool for employee motivation and retention, aligning employee interests with those of the shareholders. However, after careful consideration of current market conditions and the Companyâs strategic goals, the decision was made not to grant any stock options for this period.

Esconet Technologies Limited remains committed to evaluating and potentially implementing stock option plans in the future as part of its broader compensation strategy. This approach ensures that we remain competitive in attracting and retaining top talent while aligning with our long-term business objectives. The Company will continue to review its compensation policies and make adjustments as necessary to support the growth and success of both the employees and the organization.

30. Secretarial Standards

Esconet Technologies Limited is committed to maintaining the highest standards of corporate governance and compliance. In line with this commitment, the Company has adhered to all applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI) and approved by the Central Government pursuant to Section 118(10) of the Companies Act, 2013, for the financial year 202324.

We acknowledge the role of the ICSI in promoting excellence in corporate governance and appreciate their efforts in establishing these standards. These Secretarial Standards encompass a comprehensive set of guidelines and best practices aimed at ensuring transparency, accountability, and consistency in corporate operations and governance. Compliance with these standards is integral to fostering trust and integrity in our corporate processes and practices.

31. MD & CFO Certification

In compliance with Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director (MD) and Chief Financial

Officer (CFO) of Esconet Technologies Limited have provided a comprehensive certification to the Board of Directors for the financial year 2023-24.

This certification encompasses a detailed affirmation regarding the accuracy and completeness of the Companyâs financial statements and addresses other key matters as specified under the said regulations.

The certificate received is attached herewith as per Annexure-VII.

32. Adequacy of Internal Financial Controls with reference to the Financial Statements

A well-established, independent, multi-disciplinary Internal Audit team operates in line with governance best practices. It reviews and reports to management and the Audit Committee about compliance with internal controls and the efficiency and effectiveness of operations as well as the key process risks.

The Board has adopted adequate policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has successfully laid down the framework and ensured its effectiveness. Esconet has a well-defined delegation of power with authority limits for approving revenue as well as expenditure. Esconet has also well-defined processes for formulating and reviewing long term and business plans. Esconet will continue its efforts to align its processes and controls with best practices.

33. Annual Evaluation of Board Performance

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors in their separate meeting who also reviewed the performance of the Board as whole.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure for the performance evaluation of the Board of Directors.

The Boardâs functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board Structure and Composition, effectiveness of Board process, information and functioning.

The Directors were evaluated on aspects such as attendance and contribution at Board Meeting and guidance/support to the management outside Board/Committee Meetings.

In addition, the Chairman was also evaluated on Key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement of all Board Members. Evaluation of Independent Directors was done by the Entire board.

34. Disclosure u/s 184(1) & 164(2) of the Companies Act, 2013

The Company has received the disclosure in Form DIR-8 & MBP-1 from its Directors being appointed or re-appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 which is required to be disclosed in this report pursuant to Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

Certificate of Practicing Company Secretary

The Company has obtained a certificate from Mr. Ragini Agrawal, Proprietor of M/s Ragini Agrawal & Associates, Practicing Company Secretary, Noida stating that none of the Directors on the Board of the Company have been debarred/ disqualified from being appointed /continuing as Directors of any company, by the SEBI and Ministry of Corporate Affairs or any such Statutory authority.

The said certificate is annexed with this annual report as Annexure-V.

35. Particulars of Loans, Guarantees and Investments

Particulars of Loans & Investment as required under Section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 are given in Notes forming part of Financial Statements. There is no Guarantees given during the year under review.

36. Declaration of Independent Directors:

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Director during the year under review.

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar (âIICAâ).

In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise and proficiency required under all applicable laws and the policies of the Bank.

37. Meeting Of Independent Directors:

The Companyâs Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Companyâs affairs and put forth their views to the Lead Independent Director.

No sitting fee is paid to the Independent Directors for the said meeting

During the year under review, one Meeting of the Independent Directors was held on 27^th March 2023 for the F. Y. 2023-24 to discuss:

- Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.

- Evaluation of the performance of the chairman of the Company, considering the views of the Executive and Non- Executive directors.

- Evaluation of the quality, content, and timeliness of flow of information between the management and the board that is necessary for the board to perform its duties effectively and reasonably.

- Review the mechanism of safeguard the interests of all Stakeholders.

38. Criteria of making payments to Non-executive Directors including all pecuniary relationship or transactions of Non-executive Directors

The Independent Directors are not paid any remuneration other than the sitting fee for attending meetings of the Board and the Committees thereof as approved by the Board.

There has been no pecuniary relationship or transactions of the Non-executive Directors vis-a-vis the Company during the year except the sitting fee paid to them.

39. Directors Responsibility Statement

The Board of Directors of the Company confirms:

a) that in the preparation of the annual accounts for the year ended 31^st March 2024 the applicable Accounting Standards have been followed.

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Provisions of the

Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts for the year ended 31 st March 2024 on a âgoing concernâ basis.

e) that the Directors have laid down internal financial control and that such internal financial control are adequate.

f) that the Directors have devised proper system to ensure compliance with the Provisions of all applicable laws.

40. Disclosures Relating to Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ Employees of your Company is appended in Annexure II forming part of this Report.

In accordance with provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in the annexure to this report. In terms of provisions of Section 136(1) of the Companies Act, 2013 this report is being sent to the members without this annexure. Members interested in obtaining copy of the annexure may write to the Company Secretary and the same will be furnished on request. The said information is available also for inspection at the registered office of the Company during working hours.

41. Means of Communication

Information like Half Yearly / Annual Financial Results and press releases / presentations on significant developments in the Company that have been made available from time to time have been submitted with the Stock Exchanges to enable them to put on their websites and communicate the Members. The same is also made available to Institutional Investors or to the Analysts (if any) and are also hosted on the Companyâs website at www.esc.co.in.

The requirements to publish Half Yearly / Annual Financial Results in English and Hindi language newspapers is not applicable to the company in accordance with Regulation 47 (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, hence no financial results were published in any newspapers.

The Company is disseminating all reports / information including half yearly Financial Results, Shareholding Pattern and other disclosers and Report etc., electronically on NSE website viz. www.nseindia.com.

42. Business Responsibility & Sustainability Report

Esconet Technologies Limited is committed to upholding high standards of business responsibility and sustainability. While the regulatory requirements for the Business Responsibility and Sustainability Report (BRSR), as stipulated under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, do not apply to our company for the financial year 2023-24, we recognize the importance of transparency in environmental, social, and governance (ESG) practices.

While the BRSR is not mandatory for us at present, we are considering the benefits of voluntary incorporating such a report in the upcoming years. This initiative would align with our long-term strategy to enhance our ESG disclosures, thereby fostering greater transparency and accountability.

43. Annual Return

Pursuant to Notification dated August 28, 2020, issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report.

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in E-form MGT-7 shall be available at website of the Company at www.esc.co.in.

In pursuance of the Companies (Management and Administration) Second Amendment Rules, 2023, the Board of Directors of the Company have appointed Chief Financial Officer & Company Secretary as the Designated Person for compliance under the said Rules.

44. Disclosure of Particulars for Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and outgo

Informationâs as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given in Annexure- III forming part of this Report.

45. Corporate Governance Report

Esconet Technologies Limited is committed to upholding the highest standards of corporate governance, ensuring compliance with the principles of good governance, and maintaining a robust framework that promotes transparency, accountability, and integrity in all our operations. Our commitment to these principles reinforces our dedication to acting in the best interest of our stakeholders.

In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46, as well as Para C, D, and E of Schedule V, is not applicable to listed entities that have their specified securities listed on the SME Exchange. Therefore, the requirement to file a Corporate Governance Report with the Stock Exchange does not apply to Esconet Technologies Limited for the financial year 202324.

Since the Companyâs securities are listed on EMERGE SME Platform of NSE, Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para-C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are not applicable to the Company. Hence Report on the Corporate Governance does not form part of this Boardâs Report.

46. Management Discussion and Analysis Report

In accordance with Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (âListing Regulationsâ) the Management Discussion and Analysis (MD&A) Report of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as Annexure IV and forms part of this Report.

47. Material Changes and Commitments during the Year under review, if any:a) The Shareholders has approved the following resolutions in Extra Ordinary General Meeting dated October 11,2023:

- Appointment of M/s Goel Mintri & Associates as Statutory Auditor of the Company to fill the casual vacancy arisen due to resignation of M/s S. Agarwal & Co., Chartered Accountant.

b) The Shareholders has approved the following resolutions in Annual General Meeting dated September 11,2023:

- Re-designation /Appointment of Mr. Santosh Kumar Agrawal as Managing Director.

c) Other Material changes during the year under review:

- The Remuneration to be paid to Mr. Santosh Kumar Agrawal and Mr. Sunil Kumar Agrawal was increased to Rs. 3,00,000 per month in the Board meeting held on 29^th June 2023, when the Company was a Private Limited Company, and the same was not required approval of shareholders.

- Formed Audit Committee, Nomination & Remuneration Committee & Stakeholders relationship committee and IPO Committee of the Board in the Board Meeting held on 2^nd November 2023.

- Mr. Vineet Agrawal and Mr. Sunil Kumar Agrawal were re-designated as Whole Time Director of The Company in the Extra-Ordinary General Meeting of the Company Held on 26^th September 2023.

- The Companyâs shares were listed on National Stock Exchange of India (NSE) Emerge Platform on February 23, 2024.

48. Other Disclosures and Reporting

Your directors further state that during the year under review:

a) the Company has not taken any deposits from Public or Shareholders of the Company;

b) there were no significant / material orders passed by the Regulators or Courts or Tribunals impacting going concern status of your Company and its operations in future;

c) there are no qualifications, reservation or adverse remark or disclaimer made by the Statutory Auditors in their Report.

49. Details In Respect of Frauds Reported by Auditor

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Board of Directors under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

50. Website:

In compliance with Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely www.esc.co.in containing basic information about the Company. Our digital presence is more than just a regulatory requirement; it is a heartfelt commitment to transparency, accessibility, and support for all our stakeholders.

Our website is designed to be a rich repository of essential information about our company. It serves as a gateway to understanding who we are, what we do, and how we are committed to our mission. Here, you will find a wealth of resources including our company''s policies, financial results, and annual reports. These documents are crafted with care to provide a clear and honest view of our performance and future aspirations.

Furthermore, we have made it a priority to include detailed information about the designated officials who are entrusted with the responsibility of assisting and handling investor grievances.

51. Significant And Material Orders Passed by The Regulators or Courts or Tribunals Impacting The going Concern Status of The Company:

We are pleased to share that Esconet Technologies Limited has not received any significant or material orders from regulators, courts, or tribunals that would impact our ongoing status or future operations. This positive outcome is a testament to our unwavering commitment to integrity, compliance, and excellence in all our endeavors.

52. Human Resource Development

The Company acknowledges that its employees are the foundation of its sustainable approach and play an unparalled role in its growth story. The Company places human resources management at the forefront and continually investing in human capital development, which includes building skills and capabilities.

The Company undertakes robust learning and development initiatives that include technical, functional, leadership development and culture-building programmes. The learning and development needs are recognized through various processes, which includes Companyâs vision and mission, competency frameworks and training needs identified through performance management system on regular basis. The outputs of these programs have been very positive and have helped to improve the skills, personality, and performance of the participating individuals. Your Company constantly endeavors to improve upon its practices and processes for employee satisfaction through effective communication and engagement and promoting a culture based on trust and confidence. We aim to develop a culture that is based on fairness and respect.

The Company sees its employees as critical to the future and believes that every employee needs to possess apart from competence, capacity and capabilities, sustainable values, current and contemporary which would make them useful and relevant and competitive in managing the change constructively for overall growth of the organization. To this end the companyâs approach and efforts are directed towards creating a congenial work atmosphere for individual growth, creativity and greater dedicated participation in organizational development. The Company believes that the success of an organization largely depends on the quality of its workforce. Employee relations remained cordial and peaceful throughout the year.

53. Particulars of Employees and Related Disclosures

In accordance with Section 134 (2) read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, this report is being sent to all the shareholders of the Company, excluding the details of employees who were in receipt of remuneration of not less than Rupees 102 lakh during the year ended March 31, 2023 or not less than Rupees 8.5 lakh per month during any part of the said year. As there were no employees receiving the remuneration in excess to the mentioned above.

54. Declaration Under Insolvency and Bankruptcy Code

We are pleased to share with our valued stakeholders that during the year under review, Esconet Technologies Limited has not made any applications nor had any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

55. Declaration Regarding Settlement with Banks/Financial Institutions

We are pleased to inform our cherished stakeholders that during the year under review, Esconet Technologies Limited has not made any settlements with banks or financial institutions. As a result, no valuations were necessary.

56. Cautionary Statement

Statements in this Directorsâ Report and Management Discussion and Analysis Report describing the Companyâs objectives, projections, estimates, expectations or predictions may be âforward-looking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companyâs operations include raw material availability and its prices, cyclical demand and pricing in the Companyâs principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

57. Acknowledgement:

Your directors wish to place on record their appreciation and sincere thanks to the Customers, Business Partners, Government and all statutory authorities for their unwavering support and co-operation. Your directors, also acknowledge the hard work, dedication, and Commitment of the employees and place on record the appreciation of the dedication and hard work contributed by employees, individually and collectively, in the overall progress of the Company during the last year.

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