Esconet Technologies Ltd Directors Report

To

The Members,

ESCONET TECHNOLOGIES LIMITED

Your directors have pleasure in presenting this 13^th Annual Report of the Esconet Technologies Limited ("Company") 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, (‘the Act) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), this Annual Report containing, inter alia, Standalone and Consolidated Audited Financial Statements, Notice of Annual General Meeting (‘AGM), 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 March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended 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 Companys 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 Companys 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 Companys financial management practices.

The fiscal year 2024-25 has been a period of significant growth for the Company, driven by increased operational revenues and strengthened profit margins. This performance reflects the diligent efforts and strategic focus of our team, as well as the successful execution of initiatives aimed at expanding our market presence.

Our proactive approach, characterized by innovation and a deep understanding of customer needs, has enabled us to deliver exceptional products and services that resonate with our target audience. This has resulted in heightened customer engagement, increased sales, and enhanced customer loyalty.

Furthermore, we have effectively capitalized on emerging industry trends and market opportunities, positioning ourselves ahead of competitors. This strategic agility has been instrumental in maintaining our market share and fostering sustainable growth, laying a solid foundation for continued success in the coming years.

A. Standalone Financial Performance

The Companys standalone revenue from operations for the fiscal year 2024-25 stood at H 225.09 Crores, representing a substantial increase from H 137.47 Crores reported in the previous fiscal year. This robust growth underscores the effectiveness of our operational strategies and market expansion efforts.

The net profit for the year under review was H 6.89 Crores, reflecting an improvement over the prior years net profit of H 5.29 Crores. This uptick in profitability is attributable to enhanced operational efficiencies, cost optimization measures, and a focus on high- margin offerings.

B. Consolidated

On a consolidated basis, the Companys revenue from operations for the fiscal year 2024-25 was H 230.29 Crores, marking a notable increase compared to the previous years figures. The consolidated profit after tax for the year was H 7.99 Crores, up from H 5.43 Crores in the prior year, demonstrating overall improved financial health and profitability.

3. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013, the Company has prepared the Consolidated Financial Statements for the financial year ending 31^st March 2025. These consolidated statements encompass the financial position, performance, and cash flows of the Company along with its subsidiary Companies, collectively referred to as the "Group."

The preparation of these financial statements has been carried out in compliance with the applicable Indian Accounting Standards (Ind AS) as specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. The consolidated financial statements provide a comprehensive view of the financial health and operational results of the Group, ensuring transparency and adherence to statutory requirements.

The consolidated financial statements are included as an integral part of this Annual Report for the information of the members and stakeholders.

4. CONVERSION OF COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED

Considering the fund raising though the Initial Public Offering, The Company underwent a strategic transformation by converting from a "Private Limited Company" to a "Public Limited Company." This change was effectuated to facilitate broader capital raising opportunities and enhance corporate governance standards. Consequently, the Companys name was officially changed from "Esconet Technologies Private Limited" to "Esconet Technologies Limited" with effect from 21^st September 2023.

Following the completion of the statutory conversion process, the Registrar of Companies, New Delhi, issued a Fresh Certificate of Incorporation, duly reflecting the change in the Companys constitution from private to public status. This development marks a significant milestone in the Companys growth trajectory, positioning it for greater transparency, shareholder engagement, and long-term sustainability.

5. STATE OF COMPANYS 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 Companys 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 Companys ownership structure. The specific duration of the lock-in periods, as mandated by SEBI regulations, is maintained in the Companys 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 (‘Listing 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 (‘IEPF 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 Companys 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 Companys 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 Companys commitment to transparency, growth, and value creation for its stakeholders.

11. DEPOSITORIES

Your Company has arrangements with National Securities Depository Limited (‘NSDL) and Central Depository Services (India) Limited (‘CDSL), 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 31st March 2025 (J in Lakhs)
Working capital requirement of our company "Esconet 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 31st 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/-
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:

• 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 Companys 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 Companys 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 Companys solid growth and expanding shareholder base over the year.

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

S. No. Type of	Date Of Allotment	No. of Shares Issued	Total Amount at face value (in J)
1. Preferential Allotment	24th October 2024	7,34,000	73,40,000
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) ‘Related Party Disclosures" 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:

• Zeacloud Services Private Limited

• 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 Companys 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 Companys 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 Companys 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 (‘ICAI) 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 Companys 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 Companys 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 Companys 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	10th June 2024
2. Mr. Keshav Pareek	Chief Financial Officer	Appointment	26th July 2024
3. Mr. Gaurav Gupta	Non-Executive Independent Director	Resignation	24th March 2025
4. Mr. Manoj Chugh	Non-Executive Independent Director	Appointment	10th January 2025
5. Mr. Manoj Chugh	Non-Executive Independent Director	Redesignation	3rd 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 Companys 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
	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. 29th May 2024	0	0	0	0	0	0	NA
2. 26th July 2024	0	0	0	0	0	0	NA
3. 14th September 2024	0	0	0	0	0	0	NA
4. 14th November 2024	0	0	0	0	0	0	NA
5. 10th January 2025	0	0	0	0	NA	0	0

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 Companys 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 Companys 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 Companys 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:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• General Business Committee

• 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 Companys 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	29th May 2024	26th July 2024	14th November 2024	10th January 2025
Mrs. Ashi Jain	Chairperson	06	06	06	06
Mr. Mukesh Chand Jain	Member	06	GN=RIGHT>06	06	06
Mr. Santosh Kumar Agrawal	Member	06	06	06	06
Mr. Manoj Chugh*	Member	NA	NA	NA	NA

*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	Position	Attendance at the Committee Meeting held on
		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

**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 Directors 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 Companys 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 "Whistleblower Policy" for directors and employees to report concerns of unethical behavior, actual or suspected, fraud or violation of the Companys Code of Conduct.

The Company has a Vigil Mechanism cum Whistle Blower Policy (‘Vigil 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 Companys website www.esc.co.in.

26. Corporate Social Responsibility

The Companys 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 Companys 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

Your Company has zero tolerance towards any action on the part of any of its officials, which may fall under the ambit of "Sexual Harassment" 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 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 202425. 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^st March 2025 is issued without any qualifications, reservations, or adverse remarks.

Further, the Board of Directors, at its meeting held on 9^th May 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 WholeTime 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. Employees 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 Companys 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 Companys 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 Companys 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 Chairmans 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 Companys 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 Companys 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 Nonindependent 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 Nonexecutive Directors including all pecuniary relationship or transactions of Nonexecutive 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 ‘going 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.

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.

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 Companys 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 disclosures—including financial results, shareholding patterns, and other statutory reports— 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

Informations 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 Companys 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 Boards 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 ("Listing Regulations"), 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 Companys 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 Companys 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 Companys 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 companys 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 Companys 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 organizations 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 Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" 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 Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys 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