ECS Biztech Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting the 15^th Annual Report for your Company together the Audited Statements of Accounts for the Financial year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS:

The Standalone Financial Results for the Year ended 31^st March, 2025 are as follows:

(Rs. in Lakhs except EPS)

	Standalone
Particulars	FY 24-25	FY 23-24
Income from Operations	292.19	215.93
Other Income	0.68	2.66
Total Income	292.87	218.59
Expenses	273.12	208.90
Profit before tax	19.74	9.68
Less: Tax Expenses	-	-
Current Tax	-	-
Deferred Tax	(17.66)	271.24
Profit after Tax	2.08	280.93

2. OUTLOOK FOR THE CURRENT YEAR:

During the year under review, your Companys total revenue for the year is Rs. 292.87 Lakhs as compared to Rs. 218.59 Lakhs during the previous year. The Company has earned the Net Profit of Rs. 2.08 Lakhs as compared to the Net profit of Rs. 280.93 Lakhs during the previous year.

3. DIVIDEND:

With a view to conserve the resources of business and working capital requirements of the Company, your Directors have not recommended any dividend for the year under review.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid / unclaimed dividend, the provision of Section 125 of the Companies Act, 2013 do not apply.

5. TRANSFER TO RESERVES:

Your Company does not propose to transfer any amount to any reserve of the Company for the year under review.

6. SHARE CAPITAL:

At present, the Company has only one class of shares i.e. Equity Shares. The Issued, Subscribed and Paid up Equity Share Capital of the Company as on 31^st March 2025 is Rs. 10 /- each. The Authorized Share Capital of the Company is Rs. 40,00,00,000/- divided into 4,00,00,000 equity shares of Rs. 10/- each. The paid-up share capital of the Company is Rs. 20,55,50,470/- divided into 2,05,55,047 equity shares of Rs. 10/- each.

STATUS OF SHARES

The members are aware that Companys equity shares are compulsorily tradable in electronic form. As on March 31, 2025, the Companys paid up capital representing 20,11,0397 shares of Rs. 10/- each are in de-materialized form and 4,44,650 shares of Re. 10/- each are in Physical form.

OTHER SHARES:

Your Company has not issued any equity shares with differential rights, sweat equity shares, employee stock options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 62 of the companies Act, 2013 respectively.

7. CHANGE IN NATURE OF BUSINESS:

During the year under review, there is no change in the nature of business of the Company.

8. COST RECORDS & COST AUDITORS:

In terms of the provisions of Section 148 of the Companies Act, 2013, the appointment of the Cost Auditors does not apply to the Company.

The Company is not required to comply with the requirements of maintaining the cost records, specified by the Central Government, under provisions of Section 148(1) of the Act and accordingly no such records are made or maintained by the Company.

9. PUBLIC DEPOSITS:

Your Company has not accepted or renewed any deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) for the time being in force) during the period under review. Hence, the requirement of furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

10. PARTICULARS OF LOANS, GAURANTEES, OR INVESTMENTS UNDER SECTION 186:

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements annexed with the Annual Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. Composition of Board & Board Meetings:

Our board comprises of a group of Executive, Non-Executive and Independent Directors, who between them carry deep industry expertise and knowledge. As on 31^st March 2025, the Company has Four Directors, of the Four Directors, Three are Non- Executive Directors and of which two are Independent Directors. The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act.

Mr. Vijay M. Mandora is the Chairman & Managing Director (‘CMD) of the Company. He has an enviable track record of leading the Company right from inception to its current strong market position. He manages day-to-day management of the Company, subject to the supervision and control of the Board of Directors.

The brief profile of each Director on the Board is available on the Companys official website at the web link: https://www.ecsbiztech.com/investors.

During the financial year 2024-25, the meetings of the Board of Directors were held 05 (Five) times. Details of these meetings and other Committee/General meetings are given in this report. Board of Directors duly met 05 (Five) times on 28.05.2024, 12.08.2024, 04.09.2024, 29.10.2024, 05.02.2025 during the year. The Composition, category and attendance of each Director as on the date of this Report at the Board and Annual General Meeting is as follows: -

Name of Director	Designation	Category	No. of Board Meetings held	No. of Meetings attended	Board
Mr. Vijay M. Mandora	Managing Director	Promoter, Executive	5	5
Mr. Hardiksinh Mandora (till 12.08.2024)	Director	Non- Executive Director	1	1
Mrs. Hemal Bharat Patel	Director	Non- Executive Director (Independent category)	5	5
Mr. Jaidip Raval	Director	Non- Executive Director (Independent category)	5	5
Mr. Heetav Rathod	Director	Non- Executive Director	4	4

a) Changes in the Board of Directors of the Company:

During the year under review, Mr. Hardiksinh Mandora resigned as a Director and Mr. Heetav Rathod appointed as Non Executive Non Independent Director w.e.f. 12^th August, 2024.

b) Retirement by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. Heetav Rathod, Director (DIN: 10687759) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Necessary resolution for his re- appointment is included in the Notice of 15^th AGM for seeking approval of members.

c) Profile of Directors seeking appointment / reappointment

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring, change in designation and seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening 15^th Annual General Meeting.

d) Key Managerial Personnel:

Mr. Vijay Mandora (DIN: 00328792) is the Managing Director of the Company.

Mrs. Nilam Viren Makwana is Company Secretary & Compliance officer of the Company.

Resignation: During the financial year 2024-2025, Mr. Dvijesh Pandit resigned from the post of Chief Financial Officer of the Company with effect from 12^th August, 2024

Appointment: Mr. Harish Parmar was appointed as Chief Financial Officer with effect from 12^th August, 2024.

Except above, there was no change in the Key Managerial Personnel during the year under review.

2. Declaration from Independent Director

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with the rules made there under and read with Regulation 16(1)(b) of the Listing Regulations in the opinion of the Board, the Independent Directors meet the said criteria.

3. Independent Directors Meeting

During the year under review the Independent Directors duly met on March 28, 2025 without the attendance of Non-Independent Directors and members of the management and the quorum was present throughout the meeting. Pursuant to the provisions as specified in Schedule IV of the Companies Act, 2013, the Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

4. Director(s) disclosure:

Based on the declarations and confirmations received from the Directors, none of the Directors of the Company are disqualified from being appointed/ continuing as Directors of the Company.

12. COMMITTEES OF THE BOARD:

During the year under review, the Board has three (03) Committees: a) Audit Committee b) Nomination and Remuneration Committee c) Stakeholder Relationship Committee

A detailed note on the Board and its committees, composition and compliances, as per the applicable provisions of the Act and Rules are provided under the Corporate Governance Report.

13. ANNUAL EVALUATION OF BOARDS PERFORMANCE:

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Listing Regulations, the Nomination and Remuneration Committee has carried out the annual evaluation of performance of the Board and its Committees and the Board of Directors has carried out the annual evaluation of the performance of individual directors. The manner in which the evaluation was carried out is provided in the Corporate Governance Report, which is part of this Annual Report.

14. FAMILIARISATION PROGRAMME:

The Company has put in place an induction and familiarization programme for all its Directors including the Independent Directors. The familiarization programme for Independent Directors in terms of provisions of Regulation 46 (2) (i) of Listing Regulations, is available on the website of the Company.

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 (3) (c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors hereby confirm the following:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable accounting standards have been followed;

b) the directors have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the directors have taken proper and sufficient care towards 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) the directors have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls, which are adequate and operating effectively;

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

16. AUDITOR(s):

a) STATUTORY AUDITOR

M/s. Purushottam Khandelwal & Co., Chartered Accountants (FRN: 12385W), Ahmedabad were appointed as a Statutory Auditors of the Company with the approval of members at the 12^th Annual General Meeting to hold office till the conclusion of the 17^th Annual General Meeting of the Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

b) SECRETARIAL AUDITOR

Section 204 of the Companies Act, 2013 inter alia requires every listed Company to annex to its Board Report, a Secretarial Audit Report, given in the prescribed form by a Company Secretary in practice. The Board appointed M/s. GKV & Associates, Practicing Company Secretaries, represented by CS Gautam Virsadiya as the Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2024-25 and their report is being obtained.

The Board also recommend for re-appointment of M/s. M/s. GKV & Associates, Company Secretaries as secretarial auditors for a period of 5 (five) consecutive years commencing from F.Y. 2025-26 till F.Y. 2029-30 subject to the approval of shareholders in ensuing Annual General Meeting.

c) SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report from M/s. GKV and Associates, Practicing Company Secretary for the financial year ended 31^st March, 2025 is annexed with the Directors Report and forms part of the Annual Report as given in "ANNEXURE- D".

There are Nil qualifications or reservation or adverse remark or disclaimer in the Secretarial Audit Report.

d) INTERNAL AUDITOR:

The Board of Directors have appointed M/s. Anant Rathod & Associates, Chartered Accountants, Ahmedabad as Internal Auditor of the Company.

17. DETAILS OF FRAUDS REPORTED BY THE AUDITORS:

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor have reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees.

18. SECRETARIAL STANDARD

The Company is in compliance with Secretarial Standards on Meetings of Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.

19. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company is committed to an Internal Control System, commensurate with the size, scale and complexity of its operations. The Companys Internal Control Systems are regularly being reviewed by the Companys Internal Auditors with a view to evaluate the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and to ensure that these are working properly and wherever required, are modified/ tighten to meet the changed business requirements.

The scope of the Internal Audit is defined and reviewed every year by the Audit Committee and inputs, wherever required, are taken from the Statutory Auditors. Based on the report of Internal Auditors, major audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Statutory Auditors Report on Internal Financial Controls as required under Clause (i) of Sub-section 3 of Section 143 of the Act, is annexed with the Independent Auditors Report.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO:

The information required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorptions and foreign exchange earnings and outgo is given in "Annexure - A" which forms part of this Annual Report.

21. RISK MANAGEMENT:

Regulation 21 is not Applicable to Company but your Company has an elaborate Risk Management procedure covering Business Risk, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis within the risk appetite as approved from time to time by the Board of Directors.

22. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

The Company does not have any Subsidiary / Joint Ventures / Associate Companies as on 31^st March, 2025.

23. CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. The details are given in "ANNEXURE- C".

24. REGISTRAR AND SHARE TRANSFER AGENT:

Your Company has appointed M/s. Purva Sharegistry (India) Private Limited as its Registrar and Share Transfer Agent.

25. INSOLVENCY AND BANKRUPTCY CODE:

During the Financial year ended on March 31, 2025, there is no application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016.

26. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT

THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not applicable during the year under review.

27. LISTING:

The equity shares of the Company are listed on BSE and the Company has paid the annual listing fees for the year 2025-26.

28. DIVIDEND DISTRIBUTION POLICY:

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, the Company is not required to prepare Dividend Distribution policy.

29. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED

SUSPENSE ACCOUNT:

In terms of Regulation 39 of the Listing Regulations, None of the shares of the Company lying in the suspense account.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 34 (2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is set out in a separate section included in this Annual Report and forms part of this Report.

31. EXTRACT OF ANNUAL RETURN:

In accordance with Companies Act, 2013 the Annual Return of the Company as on 31^st March, 2025 in the prescribed format is available on the website of the Company at www.ecsbiztech.com.

32. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees are given in "Annexure- B" to this Annual Report.

33. INSURANCE:

The Fixed Assets of your Company are adequately insured.

34. VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed the Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports etc.

Whistle blower policy is disclosed on the website of the Company at www.ecsbiztech.com.

The following is a summary of Protected Disclosures received and disposed off during the year 2024-25:

No. of Protected Disclosures received : NIL

No of Protected Disclosures disposed off : NIL

35. RELATED PARTY TRANSACTIONS:

During the year under review, all contracts, arrangements, or transactions entered into by the Company with related parties were conducted in the ordinary course of business and on an arms length basis.

There were no materially significant Related Party Transactions (RPTs) that required shareholders approval under Regulation 23 of the Listing Regulations. Additionally, there were no RPTs with the Companys Promoters, Directors, Key Managerial Personnel, or other designated persons that could potentially conflict with the interests of the Company at large. For related party transactions that are repetitive in nature and occur in the ordinary course of business on an arms length basis, prior omnibus approval was obtained. Details of these transactions, pursuant to each omnibus approval granted, were reviewed quarterly by the Audit Committee. The particulars of Contracts or Arrangements made with related parties, as required under section 134(3)(h), are disclosed in the prescribed form (Form AOC-2), which is attached to this Report as "Annexure - E". In compliance with the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a policy on dealing with RPTs. This policy ensures proper reporting, approval, and disclosure processes for all transactions with related parties. The policy can be accessed on the Companys website at www.ecsbiztech.com.

36. POLICY RELATING TO PREVENTION OF SEXUAL HARASSMENT:

Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provision of the Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under.

Further, the Company has Internal Complaints Committee for various locations of the Company in compliance with the above-mentioned Act and Rules.

During the financial year 2024-25, there was no complaint / case of sexual harassment and hence no complaint remains pending as on 31^st March, 2025.

37. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL

POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no subsequent events between the end of the financial year and the date of this report which have a material impact on the financial of the Company.

38. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Companys operations in future.

39. PARTICULARS OF VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT

AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

During the financial period under review, there were no instances of any one-time settlement against loans taken from banks or financial institutions.

40. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/instances on these items during the year under review:

a) There has been no material change in the nature of business during the year under review.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.

c) Neither the Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

d) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

e) There is no any application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the FY 2024-25.

41. ACKNOWLEDGEMENT:

Your Company takes this opportunity to express their gratitude for the unstinted commitment, dedication, hard work and significant contributions made by the employees at all levels in ensuring sustained growth of the Company. Your Directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.

Date: August 30, 2025
Place: Ahmedabad	By Order of the Board
	For, ECS Biztech Limited
	Vijay Mandora
	Chairman & Managing Director
	(DIN: 00328792)