Notes to Accounts of Esconet Technologies Ltd.

Mar 31, 2025

• Provisions, contingent liabilities and contingent
assets

Provisions involving a substantial degree of
estimation in measurement are recognised when
there is a present obligation as a result ofpast events,
for which a reliable estimate can be made and it is
probable that there will be an outflow of resources.
Provision is not discounted to its present value and
is determined based on the best estimate required
to settle an obligation at the year end. These are
reviewed every year end and adjusted to reflect the
best current estimate. Contingent liabilities are
not recognised but are disclosed in the Notes to
Accounts of the Financial Statements. Contingent
assets are neither recognised nor disclosed in the
Financial Statements.

• Impairment of Assets

The carrying amounts of assets are reviewed at
each Balance Sheet date to assess if there is any
indication of impairment based on internal/external
factors. An impairment loss on such assessment
will be recognised wherever the carrying amount
of an asset exceeds its recoverable amount. The
recoverable amount of the assets is net selling
price or value in use, whichever is higher. While
assessing value in use, the estimated future
cash flows are discounted to the present value
by using weighted average cost of capital. A
previously recognised impairment loss is further
provided or reversed depending on changes in the
circumstances and to the extent that the assets
carrying amount does not exceeds the carrying
amount that would have been determined if no
impairment loss had previously been recognised.

• Cash and cash equivalents

Cash and cash equivalents include cash in hand,
demand deposits with banks, other short-term
highly liquid investments with original maturities
of 12 months or less.

• Current / non-current classification

All assets and liabilities have been classified as
current or non-current as per the Company''s
normal operating cycle and other criteria set-out
in the Act. Deferred tax assets and liabilities are
classified as non-current assets and noncurrent
liabilities, as the case may be

• Segment Reporting

Company operates in a single reportable
operating segment. Hence there are no separate
reportable segments.

TERM/RIGHTS ATTACHED TO EQUITY SHARES

During the financial year 2024-25:

The Company allotted 7,34,000 equity shares of face value H10 each at a share premium of H 335 per share.

The Company also allotted 2,13,600 convertible warrants, each convertible into one equity share of face value H 10 at
an offer price of H 345 per warrant, against which 25% of the total consideration was received upfront as application and
allotment money and expiry date of the offer is 23rd April 2026. The amount received against share warrants has been
recorded under Shareholder''s Fund

The Company has only one class of equity shares having a par value of H 10 per share. Holder of each equity share is entitled
to one vote. The Company declares and pays dividends in Indian Rupees (If any). The dividend proposed by the board of
directors is subject to the approval of shareholders at the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution to equity shareholders will be in proportion to the
number of equity shares held by the shareholders.

19 Details of IPO and Net IPO proceeds utilization :

1.) During the financial year ended 31st March 2025, the Company raised additional capital through a preferential
allotment comprising:

- 7,34,000 equity shares of face value H10 each, issued at a price of H345 per share (including a premium of
H335 per share), and

- 2,13,600 convertible warrants, each convertible into one equity share at an issue price of H345 per warrant.

The total amount raised from the preferential allotment aggregates to H32,69,22,000, assuming full conversion of
the warrants and receipt of the corresponding funds from warrant holders.

Note 1: Esconet Technologies Limited has utilized a portion of the proceeds for working capital requirements. The
remaining unutilized amount is expected to be deployed shortly, in line with the intended purposes outlined in the
offer document circulated.

Note 2: The proposed investment in Zeacloud Services Private Limited, a wholly owned subsidiary, for its capital
expenditure and business expansion will be made progressively, either through loans or further equity infusion. As
of 31st March 2025, H2.50 crores has been infused in form of Equity, and the balance amount is currently retained
by Esconet Technologies Limited, to be deployed as per the requirements of the subsidiary.

21 Additional Regulatory Information

(i) Title deeds of Immovable Property owned by the company are jointly held with others and company shares is in
the name of the company.

(ii) There is no any Proceeding have been initiated or pending on or against of the company for holding any benami
Property under the Benami Transaction(Prohibition) Act, 1988 (section 45 of 1988) and the rules made thereunder.

(iii) The Company have Short-Term Borrowing from Bank on the basis of security of Current Assets and collaterally
secured by Commercial Property & personal Guarantee of Directors. Also, Company file monthly statements as
per terms specified by the bank.

(iv) The comapny have not been declared a wilful defaulter by bank, financial intitution or other lenders.

(v) The Company does not have any transaction with "the Companies struck off under section 248 of the companies
Act 2013 or Section" 560 of Companaies Act 1956.

(vi) There is no charge or modification yet to be registered with the Registar of the companies beyond the
statutory period.

(vii) Company doesnot has traded or invested in crypto Currency or Virtual Currency during the financial Year.

22 Others

(i) There are no funds that have been advanced or loaned or invested (either from borrowed funds or share premium or
any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall
directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate
Beneficiaries”) by or on behalf of the Company; or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

(ii) There have been no funds that have been received by the Company from any persons or entities, including foreign
entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company
shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate
Beneficiaries”) by or on behalf of the Funding Party or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

For Ms Goel Mintri & Associates For and on behalf of the Board of Company

CHARTERED ACCOUNTANTS

(FR No. 013211N)

Santosh Kumar Agrawal Sunil Kumar Agrawal

(Director) (Director)

DIN NO.-00493749 DIN NO.-00493820

GOPAL DUTT

Partner

Membership No. 520858

Place : New Delhi Keshav Pareek Rajnish Pandey

UDIN: 25520858BMIDSA8828 (Chief Financial Officer) (Company Secretary)

Date : 28.05.2025

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Mar 31, 2024

The Authorised Share Capital was increased from 10,00,000 equity shares of Rs. 10 each to 1,50,00,000 equity shares of Rs. 10 each vide resolution passed in the meeting of Shareholder''s dated 23rd September 2023.

The addition of shares in "Issued, subscribed & fully paid up" of 1,15,92,900 shares includes 77,78,230 bonus shares, 33,26,000 shares in IPO.

TERM/RIGHTS ATTACHED TO EQUITY SHARES

The Company has only one class of equity shares having a par value of Rs 10 per share. Holder of each equity share is entitled to one vote. The Company declares and pays dividends in Indian Rupees (If any). The dividend proposed by the board of directors is subject to the approval of shareholders at the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution to equity shareholders will be in proportion to the number of equity shares held by the shareholders.

9. In the opinion of Board of Director & best of their knowledge and belief, the provisions of all known liabilities are adequate.

10. In the opinion of Board of Director current assets, loan & advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

11. As per information available with the company, no amount is due to any undertaking/enterprises covered under Micro, Small and Medium Enterprises Development Act,2006

14. Previous year figure have been regrouped/rearranged wherever necessary to render them comparable with current year figures.

15. DISCLOUSRE FOR POST-EMPLOYENT BENEFITS A. Defined Contribution Plans

The Company makes Provident Fund and Employees'' State Insurance which are defined contribution plans, for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits.

B. Defined Benefit Plan

The Company offers the following employee benefit schemes to its employees:

Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of services is entitled to gratuity on terms as per the provisions of the Payment of Gratuity Act,1972. The scheme is unfunded.

The Company has recognised the following amounts in the Statement of Profit and Loss for the year:

17. CORPORATE SOCIAL RESPONSIBILITY (CSR) EXPENDITURE;

As per information available with the company, The Corporate Social Responsibility (CSR) Expenditure is not appliable on company for the current financial year.

18. DETAILS OF IPO AND NET IPO PROCEEDS UTILIZATION:

a) During the year ended 31st March 2024, the company has completed its initial public offer (IPO) of 33,60,000 equity shares (Fresh Issue) of face value of 10/- each at an issue price of Rs. 84/- per share (including premium of Rs. 74/- per share) aggregating to Rs. 2,822.40 lacs. The equity shares of the company were listed on National Stock Exchange Limited Small and Medium Exchange (NSE SME) on 23 February 2024. The Company has incurred Rs. 429.78/- lacs as IPO related expenses.

b) The Company has received an amount of Rs. 28,22,40,000 from proceeds of fresh issue of equity shares. The utilization of net IPO Proceeds is summarized as below:

20. ADDITIONAL REGULATORY INFORMATION

(i) The company does not have any immovable property during the year.

(ii) There is no any Proceeding have been initiated or pending on or against of the company for holding any benami Property under the Benami Transaction (Prohibition) Act, 1988 (section 45 of 1988) and the rules made thereunder.

(iii) The Company have Short-Term Borrowing from Bank on the basis of security of Current Assets and collaterally secured by Commercial Property & personal Guarantee of Directors.

(iv) The company have not been declared a wilful defaulter by bank, financial institution or other lenders.

(v) The Company does not have any transaction with "the Companies struck off under section 248 of the companies Act 2013 or Section" 560 of Companies Act 1956.

(vi) There is no charge or modification yet to be registered with the Registrar of the companies beyond the statutory period.

(vii) Company does not has traded or invested in crypto Currency or Virtual Currency during the financial Year.

21. OTHERS

(i) There are no funds that have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company; or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) There have been no funds that have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Party or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.