Esconet Technologies Ltd Directors Report

To

The Members & Stakeholders Esconet Technologies Limited

Your directors are pleased to present the 14^th Annual Report of the Company, together with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31,2026.

This Report has been prepared in compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The Annual Report, inter alia, includes the Notice convening the Annual General Meeting ("AGM"), Directors Report, Management Discussion and Analysis and the Auditors Reports on both Standalone and Consolidated Financial Statements, along with other statutory disclosures.

1. FINANCIAL RESULTS:

The financial year 2025-26 marked a year of strong operational progress and business expansion for the Company. The Company continued to strengthen its market position by focusing on revenue growth, operational efficiency, disciplined cost management, and value creation for stakeholders.

The Company recorded a significant improvement in revenue performance during the year, supported by increased business activity and effective execution of strategic initiatives. The key financial highlights on a standalone and consolidated basis are presented below:

Particulars	Standalone Basis	Consolidated Basis
	Year ended March 31, 2026	Year ended March 31, 2025	Year ended March 31, 2026	Year ended March 31, 2025
Sales & Services	29,782.95	22,509.98	35,440.40	23,029.80
Other Income	289.30	289.98	343.62	295.29
Total Income	30,072.25	22,799.96	35,784.11	23,325.09
Total Expenses	29,188.66	21,887.16	34,922.30	22,262.95
Profit/(Loss) before Tax &Exceptional Item	883.59	912.80	861.80	1,062.14
Exceptional Item	--	--	--	--
Profit/(Loss) before Tax	883.59	912.80	861.80	1,062.14
- Current tax	254.37	239.60	259.61	270.00
- Income tax -prior years	1.48	-8.95	1.24	-8.95
- Deferred Tax-Continued operation	-19.09	-6.84	5.54	1.38
Profit/(Loss) after Tax	646.83	688.98	615.50	799.71
Less: Dividend paid during the year	--	--	--	--
Profit/(Loss) for the Year	646.83	688.98	615.50	799.71

During FY 2025-26, the Companys standalone revenue from Sales & Services increased by 32.31% to H29,782.95 lakhs compared to H22,509.98 lakhs in FY 2024-25. On a consolidated basis, revenue from Sales & Services increased significantly by 53.85% to H35,440.40 lakhs compared to H23,029.80 lakhs in the previous year.

The Company maintained profitability despite increased business scale and continued investments towards strengthening operational capabilities. The standalone Profit After Tax stood at H646.83 lakhs, while consolidated Profit After Tax was H615.50 lakhs for the year under review.

There were no material changes or commitments affecting the financial position of the Company during the year. Further, there was no material change in the nature of the Companys business operations. The Company continues to operate within its established business framework while pursuing sustainable growth opportunities.

2. FINANCIAL PERFORMANCE:

FY 2025-26 was a year of strong business momentum for the Company, marked by substantial revenue growth, improved operational scale, and continued focus on delivering sustainable value to stakeholders.

The Companys performance reflects the successful execution of its strategic priorities, including expanding market opportunities, strengthening customer relationships, improving operational efficiencies, and responding effectively to evolving industry dynamics.

By leveraging its capabilities, customer-centric approach, and disciplined execution, the Company continued to enhance its competitive position while creating a stronger foundation for future growth.

A. Standalone Financial Performance

The Company achieved a strong performance on a standalone basis during FY 2025-26. Revenue from operations increased to H297.83 Crores, compared to H225.10 Crores in FY 2024-25, registering a growth of approximately 32.31% year-on-year. This growth reflects the Companys ability to capitalize on market opportunities, strengthen customer engagement, and expand operational reach.

The Company reported a Profit After Tax of H6.47 Crores during FY 2025-26 as against H6.89 Crores in the previous year. The profitability remained resilient despite increased operational scale, reflecting continued focus on cost discipline, operational efficiency, and sustainable business practices.

B. Consolidated Financial Performance

On a consolidated basis, the Company delivered significant revenue growth during FY 2025-26.

Consolidated revenue from operations increased to H354.40 Crores, compared with H230.30 Crores in FY 2024-25, representing a growth of approximately 53.85% year-on-year. The consolidated Profit After Tax for FY 2025-26 stood at H6.16 Crores compared with H7.99 Crores in the previous year.

The Company continued to focus on strengthening its business fundamentals, improving operational capabilities, and creating long-term sustainable value.

3. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 and the applicable rules framed thereunder, the Company has prepared the Consolidated Financial Statements for the financial year ended March 31,2026.

These financial statements comprise the financial information of Esconet Technologies Limited and its subsidiary(ies), collectively referred to as the "Group", and present a true and fair view of the consolidated financial position, financial performance, changes in equity, and cash flows of the Group.

The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards (AS) prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, as amended from time to time. The accounting policies have been applied consistently, and all material inter-company balances, transactions, income, and expenses have been appropriately eliminated on consolidation.

The consolidated financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are based on the audited financial statements of the Company and its subsidiary(ies), duly approved by their respective Boards.

These statements provide a comprehensive and holistic view of the Groups financial performance and position, thereby enhancing transparency and enabling stakeholders to make informed economic decisions.

The Consolidated Financial Statements, along with the Independent Auditors Report thereon, form an integral part of this Annual Report.

4. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

During the financial year under review, Esconet Technologies Limited continued to strengthen its position as a technology-driven IT manufacturing and trading organization, delivering integrated solutions aligned with evolving customer requirements and industry dynamics.

The Company demonstrated operational resilience and execution strength amidst a rapidly transforming technology landscape. With increasing digital adoption across industries, the demand for high-performance IT infrastructure, cloud-enabled solutions, and system integration services continues to grow, presenting significant opportunities for the Company.

Key focus areas during the year included:

• Enhancement of product portfolio across IT hardware, enterprise solutions, and value-added services

• Strengthening of supply chain capabilities to ensure efficiency, reliability, and cost optimization

• Deepening customer engagement through tailored solutions and service excellence

• Investment in technology enablement to improve operational agility and scalability

The Company continues to maintain a balanced business model, integrating trading operations with value-added technology solutions, thereby improving margins and creating long-term customer relationships. The outlook for the IT infrastructure and technology solutions sector remains robust and promising, supported by:

• Accelerated digital transformation initiatives across enterprises

• Growing adoption of cloud computing, cybersecurity, and data-driven technologies

• Increased investments in data centers, networking, and enterprise IT modernization

In this context, the Company is strategically positioned to capitalize on emerging opportunities through:

• Expansion into high-growth technology segments and solutions

• Strengthening strategic partnerships with global technology providers

• Continued focus on innovation, automation, and operational excellence

• Scaling capabilities in system integration and managed services

Your Company remains committed to building a future-ready, agile, and innovation-led organization, capable of responding swiftly to market changes while delivering sustained value to all stakeholders.

The management is confident that the Companys strategic direction, strong execution capabilities, and customer-centric approach will drive sustainable growth, improved profitability, and long-term value creation.

5. CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of the business of Esconet Technologies Limited. The Company has continued to operate in its existing business segments, primarily engaged in IT manufacturing, trading, and technology solutions, without any material modification, diversification, or restructuring of its core business activities. The Board affirms that the Companys strategic focus and operational framework remain consistent, ensuring continuity in business operations and alignment with its long-term growth objectives.

6. DETAILS OF LOCK - IN OF SHARES

In accordance with the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations, 2018"), certain equity shares held by the Promoters and Public Shareholders prior to the Companys Initial Public Offering (IPO) were subject to mandatory lock-in requirements as prescribed under the applicable regulatory framework.

The prescribed lock-in period applicable to the eligible Public Shareholders who held shares prior to the IPO has been completed and the corresponding restrictions have been released in accordance with SEBI regulations. The release of such lock-in has provided greater liquidity and flexibility to shareholders while continuing to ensure compliance with applicable statutory requirements.

The Company continues to ensure strict adherence to all applicable regulatory requirements relating to share capital, ownership disclosures, and lock- in obligations. Details of the applicable lock-in periods and related disclosures are appropriately maintained in the Companys records and have been reported to the Stock Exchanges, wherever required. Through continued compliance with regulatory norms and transparent corporate practices, the Company remains committed to maintaining a stable ownership structure and protecting the interests of all shareholders.

7. DIVIDEND:

In accordance with the provisions of Section 134(3) of the Companies Act, 2013, read with the applicable Secretarial Standards, the Board of Directors of Esconet Technologies Limited, after a comprehensive evaluation of the Companys financial performance, liquidity position, ongoing strategic initiatives, and future capital requirements, has decided that it would be prudent not to recommend any dividend for the financial year ended March 31,2026.

The Board believes that retaining earnings at this stage will strengthen the Companys financial position, support business expansion plans, and enhance long-term shareholder value. Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated and adopted a Dividend Distribution Policy, which is reviewed and amended from time to time.

The Policy lays down a transparent and structured framework for declaration and payment of dividend and, inter alia, outlines the financial parameters and performance indicators to be considered; internal and external factors influencing dividend decisions; the circumstances under which shareholders may or may not expect dividend; and the manner of utilization of retained earnings.

The Board, while recommending dividend, considers various factors including profitability, cash flows, capital expenditure requirements, growth opportunities, and overall financial health of the Company, along with macroeconomic and industry conditions. The aforesaid Policy is available on the Companys website and can be accessed at: https:// www.esc.co.in.

8. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, the Company is required to transfer unpaid or unclaimed dividends and corresponding shares to the

Investor Education and Protection Fund (IEPF) upon completion of the prescribed period.

During the financial year ended March 31, 2026, Esconet Technologies Limited confirms that:

• there were no amounts of unpaid or unclaimed dividend that were due to be transferred to the IEPF; and

• there were no shares liable for transfer to the IEPF in accordance with the applicable provisions of the Act and the IEPF Rules.

The Company continues to maintain robust processes to monitor and safeguard investor entitlements and ensures full compliance with the statutory requirements in this regard.

9. DEPOSITORIES

The equity shares of Esconet Technologies Limited are available for trading in dematerialized form, thereby ensuring efficient transferability, enhanced liquidity, and investor convenience.

The Company has established connectivity with both depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services

(India) Limited (CDSL). These arrangements enable shareholders to hold and transact in the Companys equity shares seamlessly in electronic mode.

The Company has duly paid the annual custody fees for the financial year 2026-27 to both NSDL and CDSL, ensuring uninterrupted depository services for its shareholders.

10. STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH IPO/ PREFRENTIAL ALLOTMENT

(Pursuant to Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

Utilization of Preferential Allotment Proceeds:

During the preceding financial year 2024-25, 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 were 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 of the funds as on year ended 31^st March 2026 is summarized below;

Original Object	Amount Received from Preferential Allotment (J in Lakhs) (Assuming Full Conversion of Warrants)	Utilized up to 31st March 2026 (J in Lakhs)	Utilized up to 31st March 2026 (J in Lakhs)
To infuse funds in Wholly owned Subsidiary i.e., Zeacloud Services Private Limited for its business expansion purpose	1,250	750	500
Additional Working Capital i.e. Esconet Technologies Limited.	1,000	800	200
Repayment of Loan against the Company	400.00-	247.95	152.05
General corporate purposes including issues related expenses	619.22	418.58	200.64
Total (Net Proceeds)	3,269.22	2,216.53	1,052.69

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.

The Company continues to maintain robust internal monitoring and governance mechanisms to ensure that funds raised are utilized strictly in accordance with the stated objectives. Periodic reviews are undertaken by the management and reported to the Board to ensure full compliance with regulatory requirements and optimal deployment of capital.

Revised Schedule

Subsequent to the close of the financial year ended 31^st March 2026, the 2,13,600 Convertible Warrants issued by the Company under the aforesaid preferential issue stood lapsed and forfeited in accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the terms of issue approved by the shareholders.

As per the terms of issue, the warrant holders were required to exercise the option for conversion into Equity Shares within a period of 18 months from the date of allotment, i.e., on or before 24^th April 2026, upon payment of the balance 75% of the issue price. However, the Company did not receive the balance consideration amount from the warrant holders within the stipulated timeline. Consequently, the said warrants lapsed with effect from 25^th April 2026 and the upfront subscription amount, representing 25% of the warrant issue price received at the time of allotment, stood forfeited by the Company.

The Revised schedule as approved by the Board of Directors of the Company post closure of the Financial Year due to forfeiture of the Convertible warrants is as following:

Original Object	Original Allocation (J in Lakhs) (Assuming Full Conversion of Warrants)	Funds Utilized as on 31st March 2026 (J in Lakhs)	Modified Allocation (J in Lakhs) (Post Forfeiture of Convertible Warrants)	Funds Unutilized (J in Lakhs) (Post Forfeiture of Convertible Warrants)
To infuse funds in Wholly Subsidiary Company i.e. Zeacloud Services Private Limited for its business expansion purpose.	1,250.00	750.00	1,200.00	450.00
Additional Working capital for Esconet Technologies Limited	1,000.00	800.00	800.00	0.00
Repayment of Loan against the Company	400.00	247.95	247.95	0.00
General corporate purposes including Issue related expenses	619.22	418.58	468.58	50.00
Total (Net Proceeds)	3,269.22	22,16.53	2,716.53	500.00

11. SHARE CAPITAL STRUCTURE OF THE COMPANY

A. Authorized Capital and Changes thereon if any

As at the date of this Report, the authorised share capital of the Company stands at H15,00,00,000 (Rupees Fifteen Crores only), divided into 1,50,00,000 (One Crore Fifty Lakh) equity shares of H10 (Rupees Ten) each.

The authorised share capital represents the maximum capital that the Company is permitted to issue in accordance with its Memorandum and Articles of Association and the applicable provisions of the Companies Act, 2013.

During the financial year under review, there was no change in the authorised share capital of the Company. No increase, subdivision, consolidation, or reduction was effected, and no proposal for alteration of the authorised share capital was approved or is pending as on the date of this Report. The Company continues to operate well within its authorised capital limits in compliance with applicable statutory and regulatory requirements.

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

As at March 31, 2026, the issued, subscribed, and paid-up equity share capital of the Company stood at H13,19,62,380/- (Rupees Thirteen Crores Nineteen Lakhs Sixty-Two Thousand Three Hundred Eighty only), comprising 1,31,96,238 (One Crore Thirty-One Lakh Ninety- Six Thousand Two Hundred Thirty-Eight) equity shares of H10 each.

The increase in the paid-up share capital during the year reflects the Companys ongoing growth trajectory and continued investor confidence.

During the financial year under review, the Company issued equity shares through the following allotment:

Type of Issue	Date Of Allotment	No. of Shares Issued	Total Amount at face value (in J)
1. Preferential Allotment	7th April 2025	1,02,238	10,22,380
Total		1,02,238	10,22,380

The preferential allotment was carried out in compliance with the applicable provisions of the Companies Act, 2013 and relevant regulations governing such issuances.

Apart from the above-mentioned allotment, there were no further changes in the issued, subscribed, or paid- up share capital of the Company during the financial year under review. The share capital structure remains stable and adequately aligned with the Companys current operational and strategic requirements.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, the Company has entered into transactions with related parties in the ordinary course of business and on an arms length basis, in compliance with the provisions of Section 188 and other applicable provisions of the Companies Act, 2013, read with the rules made thereunder.

All related party transactions were placed before the Audit Committee for prior approval, and where required, also noted/approved by the Board of Directors, in accordance with the Companys Policy on Related Party Transactions and applicable regulatory requirements. The transactions were undertaken in a transparent manner and are in the best interest of the Company and its stakeholders.

Accordingly, the disclosure of particulars of contracts or arrangements with related parties, as required under Section 134(3)(h) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed herewith as Annexure I and forms an integral part of this Report.

Further, the disclosures as required under the applicable accounting standards relating to related party transactions, including Accounting Standard - 18 (AS-18) "Related Party Disclosures", as prescribed under Rule 7 of the Companies (Accounts) Rules, 2014, have been duly provided in the Notes forming part of the Financial Statements.

The Company continues to follow robust governance practices to ensure that all related party transactions are appropriately reviewed, monitored, and disclosed in compliance with applicable laws and accounting standards.

13. SUBSIDIARY COMPANIES AND JOINT VENTURES

As of March 31^st, 2026, Esconet Technologies Limited has the following subsidiaries forming part of its corporate structure:

• Zeacloud Services Private Limited (Wholly Owned Subsidiary)

• Esconet Singapore Pte. Ltd. (Wholly Owned Subsidiary)

• Fluidech IT Services Private Limited (Subsidiary)

These subsidiaries play a strategic role in strengthening the Companys capabilities, enabling geographic expansion, enhancing service offerings, and supporting the execution of key business initiatives across IT infrastructure, cloud, and technology services.

The Company continues to provide appropriate financial and operational support to its subsidiaries, including loans, guarantees, and other funding mechanisms, as may be required for their business operations and working capital needs. Such support is extended in accordance with the provisions of the Companies Act, 2013; applicable regulatory frameworks; and the Companys internal policies on risk management, capital allocation, and governance. The objective is to ensure optimal resource utilization, operational efficiency, and alignment with the Groups long-term strategic priorities.

In accordance with the provisions of the Companies Act, 2013, read with applicable accounting standards, the above entities constitute the Companys subsidiaries. The Company does not have any joint ventures or associate companies within the meaning of Sections 2(87) and 2(6) of the Act as at March 31,2026.

The Company remains committed to maintaining high standards of corporate governance, transparency, and regulatory compliance in respect of its subsidiary operations, investments, and disclosures.

14. AUDITED ACCOUNTS OF SUBSIDIARY COMPANIES:

The Company has prepared its Audited Consolidated Financial Statements in accordance with the provisions of Section 129(3) of the Companies Act, 2013, read with the applicable Accounting Standards notified under the Act and the relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

In compliance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India (ICAI), the consolidated financial statements of the Company, incorporating the financial performance and position of its subsidiaries, form part of this Annual Report.

Further, pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Companys subsidiaries, in the prescribed Form AOC-1, is annexed to this Boards Report as Annexure II.

In accordance with the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company, along with the audited financial statements of its subsidiaries and all other relevant documents, are available on the Companys website at: https://www.esc.co.in. These documents are also available for inspection by the Members in accordance with the applicable statutory provisions.

As at March 31, 2026, the Company does not have any material subsidiary as defined under the Listing Regulations. The Company has adopted a Policy for Determining Material Subsidiaries, which is available on its website at https://www.esc.co.in.

The Company remains committed to maintaining high standards of transparency and governance in respect of its subsidiary operations and related disclosures.

15. 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 location serves as the Companys principal place of business and the official address for all statutory, regulatory, and administrative communications. The Registered Office is adequately equipped and maintained in compliance with the provisions of the Companies Act, 2013 and other applicable laws, ensuring effective handling of corporate, legal, and governance-related matters.

In addition to its Registered Office, the Company operates through multiple operational locations within Delhi, including stores and warehouse facilities, to support its business activities and logistics requirements. These facilities are strategically aligned with the Companys operational needs and are managed to ensure efficiency, scalability, and seamless execution of business processes.

Details of such operational locations are maintained by the Company and are available for inspection by Members and regulatory authorities in accordance with applicable legal provisions.

The Company remains committed to maintaining robust infrastructure across all its locations, ensuring that its offices are adequately staffed, well-equipped, and capable of supporting its growing business operations in an efficient and compliant manner.

16. REGISTRAR AND SHARE TRANSFER AGENT

The Company has appointed Skyline Financial Services Private Limited as its Registrar and Share Transfer Agent ("RTA") to manage investor servicing and share transfer-related activities in an efficient and compliant manner.

The RTA, registered with the Securities and Exchange Board of India (SEBI) under Registration No. INR000003241, is entrusted with maintaining the Register of Members, processing share transfers and transmissions, handling dematerialisation and Rematerialization requests, and addressing investor queries and grievances. The registered office of the RTA is situated at: D-153/A, 1^st Floor, Phase I, Okhla Industrial Area, New Delhi - 110020, India.

The appointment of a SEBI-registered RTA ensures that all shareholding-related services are administered with accuracy, transparency, and in strict compliance with applicable regulatory requirements, thereby strengthening investor confidence and facilitating seamless investor relations.

17. Public Deposits

During the financial year 2025-26, the Company has not accepted or renewed any deposits from the public or its Members within the meaning of Section 73 and other applicable provisions of the Companies Act, 2013, read with Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, as on the date of the Balance Sheet, there were no outstanding deposits, whether towards principal or interest, payable to the public or Members.

The Company continues to adhere to all applicable statutory and regulatory requirements relating to deposits and maintains a prudent financial approach, ensuring transparency and compliance in all its financial dealings.

18. Directors and Key Managerial Personnels

The Board of Directors of the Company is appropriately constituted with an optimal mix of Executive and Non-Executive Directors, including Independent Directors, in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on the date of this Report, the Board comprises Six (6) Directors, including Three (3) Executive Directors, Three (3) Non-Executive Independent Directors, including one Woman Independent Director.

The Board members bring diverse expertise and experience, and actively participate in Board and Committee meetings, thereby enhancing governance standards, strategic oversight, and decision-making processes.

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:

Name of KMP	Designation
1. Mr. Keshav Pareek	Chief Financial Officer (CFO)
2. Mr. Rajnish Pandey	Company Secretary & Compliance Officer

Director retiring by rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Vineet Agrawal (DIN: 09603245), Whole Time Director, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

The Board of Directors recommends his re-appointment. A resolution seeking Members approval for the same forms part of the Notice convening the ensuing AGM. The requisite details pursuant to applicable provisions, including his profile, experience, and expertise, are provided in the said Notice.

19. 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 2025-26. 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:

Date of Board Meeting	Name of Directors
	Mr. Santosh Kumar Agrawal	Mr. Sunil KumarAgrawal	Mr. Vineet Agrawal	Mrs. Ashi Jain	Mr. Mukesh Chand Jain	Mr. Manoj Chugh
1. 09th May 2025
2. 28th May 2025
3. 1st August 2025
4. 14th November 2025
5. 10th February 2026

C Present

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.

20. Number of General Meetings:

During the financial year 2025-26, the Company convened Annual General Meeting (AGM) for the financial year 2024-25 on 12^th September 2025. 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.

21. 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	9th May 2025	28th May 2025	1st August 2025	14th November 2025	10th February 2026
Mrs. Ashi Jain	Chairperson
Mr. Mukesh Chand Jain	Member
Mr. Santosh Kumar Agrawal	Member
Mr. Manoj Chugh	Member

Present

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

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

B. Nomination and Remuneration Committee

Our Company has constituted Nomination and Remuneration Committee in terms of Section 178, Schedule V and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 and applicable clauses of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable guidelines, in the meeting of the Board of Directors held on 2^nd November 2023. The Committee was subsequently reconstituted with effect from 10^th 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
		01-08-2025
Mr. Manoj Chugh	Chairperson
Mr. Mukesh Chand Jain	Member
Mrs. Ashi Jain	Member

C Present

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

C. Stakeholders Relationship Committee

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

Name of Director	Position	Attendance at the Committee Meeting held on
		14-11-2025	10-02-2026
Mr. Mukesh Chand Jain	Chairperson
Mr. Manoj Chugh	Member
Mr. Santosh Kumar Agrawal	Member
Mr. Sunil Kumar Agrawal	Member

C Present

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

22. Policy on Directors appointment and remuneration

The Company has constituted a Nomination and Remuneration Committee ("NRC") in accordance with the provisions of Section 178 of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The NRC is entrusted with the responsibility of identifying and recommending individuals who are qualified to become Directors, Key Managerial Personnel ("KMP"), and Senior Management personnel. In discharging its responsibilities, the Committee evaluates candidates based on criteria such as integrity, professional qualifications, relevant expertise, industry experience, and overall suitability for the position.

The Company has formulated a comprehensive Nomination and Remuneration Policy, which sets out the guiding principles for:

• Appointment and qualification of Directors, KMP, and Senior Management personnel;

• Criteria for determiningindependence of Directors;

• Remuneration framework, including performance evaluation and reward mechanisms; and

• Board diversity and succession planning.

The Policy, inter alia, provides that individuals proposed for appointment should possess adequate qualifications, domain expertise, and experience commensurate with the responsibilities of the position. The NRC retains the discretion to assess and determine the appropriateness and adequacy of such qualifications and experience on a case-to-case basis.

Further, the remuneration framework is designed to attract, retain, and motivate competent professionals and is aligned with industry standards, individual performance, and the Companys overall performance and long-term objectives.

The disclosures 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, as amended, are provided in Annexure - III, which forms an integral part of this Report.

The Nomination and Remuneration Policy is available on the Companys website at: www.esc.co.in.

23. Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013, read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a robust Vigil Mechanism / Whistle Blower Policy to promote ethical conduct, transparency, and accountability across the organization.

The Vigil Mechanism provides a formal framework for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud, violations of the Companys Code of Conduct, or any irregularity that could adversely impact the Companys operations or reputation.

The key features of the Vigil Mechanism include:

• A structured and confidential reporting system for raising concerns;

• Adequate safeguards against victimisation or retaliation for individuals who report concerns in good faith;

• Provision for maintaining anonymity, where deemed appropriate;

• Direct access to the Chairman of the Audit Committee in exceptional or appropriate cases; and

• Oversight by the Audit Committee to ensure timely and fair investigation and resolution of complaints.

The Company is committed to fostering a culture of integrity and openness and ensures that all concerns raised under this mechanism are addressed promptly and fairly. The Board of Directors hereby confirms that no personnel have been denied access to the Audit Committee under this mechanism.

During the financial year 2025-26, the following is the summary of complaints received under the Vigil Mechanism:

Particular of Complaints	No of Complaints
No. of Complaint carried forward as on March 31,2025	0
No. of Complaint receiving during FY 2025-2026	0
No. of complaints at the end of financial year 2025-2026	0

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

24. Corporate Social Responsibility

The Company remains committed to conducting its business in a socially responsible and sustainable manner. The Companys approach to Corporate Social Responsibility ("CSR") focuses on creating longterm value for society while aligning with its business objectives and stakeholder expectations. The CSR Policy of the Company outlines the guiding principles and framework for undertaking CSR initiatives in accordance with the provisions of the Companies Act, 2013 and the applicable rules made thereunder. The Policy is available on the Companys website at: www.esc.co.in.

A detailed report on CSR activities and initiatives undertaken during the financial year under review is provided in the Annexure VI to this Report, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. In accordance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility) Rules, 2014, as amended by the Companies (CSR Policy) Amendment Rules, 2021, the Company is not required to constitute a Corporate Social Responsibility Committee, as its CSR obligation for the financial year does not exceed H50 lakhs.

Accordingly, the functions and responsibilities of the CSR Committee, as prescribed under the applicable provisions, have been duly discharged by the Board of Directors. The Board oversees the implementation and monitoring of CSR activities, ensuring that such initiatives, if undertaken, are in alignment with the Companys policy framework and statutory requirements. The Company continues to evaluate opportunities to contribute meaningfully towards social and environmental development, consistent with its values and regulatory framework.

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

The Company is committed to providing a safe, secure, and inclusive work environment and maintains a zero-tolerance approach towards any form of sexual harassment at the workplace.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has formulated a comprehensive Policy on Prevention of Sexual Harassment at Workplace. The Policy is applicable to all employees, including permanent, contractual, temporary employees, trainees, and interns.

The Company has constituted an Internal Complaints Committee (ICC) in accordance with the requirements of the POSH Act, which is responsible for receiving, investigating, and resolving complaints related to sexual harassment in a fair, confidential, and time-bound manner.

The Company ensures:

• Awareness and sensitization of employees through regular communication and training;

• Confidential handling of complaints; and

• Protection against retaliation or victimisation of complainants.

Pursuant to the said Act, the details regarding the number of complaints received, disposed and pending during the FY 2025-26, pertaining to incidents under the above framework/ law are as follows:

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

26. Policy on Code of Conduct and Ethics

As a Company listed on the SME platform, certain exemptions are available under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to formal adoption of a Code of Conduct for Board Members and Senior Management. Notwithstanding such exemptions, the Company has voluntarily adopted a Code of Business Conduct and Ethics applicable to its Directors and Senior Management Personnel, reflecting its commitment to the highest standards of corporate governance and ethical practices.

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.

The Company places significant emphasis on fostering a culture of ethics, transparency, and accountability across all levels of the organization. Regular awareness initiatives are undertaken to ensure adherence to the Code.

A declaration confirming compliance with the Code of Conduct, as required under Schedule V of SEBI (LODR) Regulations, 2015, has been received from the Managing Director and noted by the Board.

The said Policy is annexed to this Report as Annexure X.

27. Auditors

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/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, for a term of five (5) consecutive years, to hold office until the conclusion of the Annual General Meeting to be held in 2029.

The Independent Auditors Report for the financial year ended March 31,2026 does not contain any qualification, reservation, adverse remark, or disclaimer, and forms part of this Annual Report.

b) Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Company has appointed M/s Karan Kasana & Associates, Chartered Accountants, as the Internal Auditors for the financial year 2026-27.

The appointment was approved by the Board of Directors at its meeting held on May 28, 2026. The Internal Audit function plays a critical role in evaluating the adequacy and effectiveness of internal controls, risk management processes, and governance systems, thereby supporting operational efficiency and compliance.

c) Cost Auditors

The Company is not required to maintain cost records or appoint Cost Auditors under the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014.

Accordingly, no cost audit was conducted during the financial year under review.

28. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the applicable rules made thereunder, Ragini Agrawal, Practicing Company Secretary, proprietor of M/s. Ragini Agrawal & Associates, has been appointed as the Secretarial Auditor of the Company for a term of five (5) consecutive years, commencing from FY 2025-26 up to FY 2029-30.

The Secretarial Audit Report for the financial year ended March 31, 2026 forms part of this Annual Report and attached as Annexure VIII. The Report does not contain any qualification, reservation, or adverse remark, indicating a high level of compliance with applicable laws, regulations, and secretarial standards.

The remuneration for the said appointment has been determined and finalised by the Managing Director / Whole-Time Directors in consultation with the Audit Committee and may be revised from time to time, as deemed appropriate.

29. Employees Stock Option Plan:

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

The Company acknowledges the strategic significance of Employee Stock Option Plans ("ESOPs") as an effective tool for aligning employee interests with long-term shareholder value, as well as for attracting, motivating, and retaining high-quality talent.

After careful consideration of prevailing market conditions, business priorities, and regulatory aspects, the Company decided not to implement or grant stock options during the year under review.

Notwithstanding the above, the Company remains committed to periodically evaluating the feasibility of introducing or expanding ESOP schemes as part of its overall compensation and retention strategy. Such initiatives, if implemented, will be aligned with the Companys long-term growth objectives and stakeholder expectations.

30. Secretarial Standards

The Company is committed to maintaining the highest standards of corporate governance and statutory compliance.

In accordance with the provisions of Section 118(10) of the Companies Act, 2013, the Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government, for the financial year 2025-26.

These Secretarial Standards provide a robust framework for ensuring consistency, transparency, and accountability in the conduct of Board and General Meetings, thereby strengthening the overall governance practices of the Company.

The Company acknowledges and appreciates the role of ICSI in promoting excellence in corporate governance and remains committed to continued adherence to these standards as part of its governance framework.

31. MD & CFO Certification

Pursuant to the provisions of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director ("MD") and the Chief Financial Officer ("CFO") of the Company have provided the requisite certification to the Board of Directors for the financial year 2025-26.

The certification, inter alia, confirms the accuracy and completeness of the financial statements; the establishment and effectiveness of internal controls; the compliance of financial reporting with applicable accounting standards and regulatory requirements; and the absence of any materially significant fraudulent transactions or irregularities.

The said certificate forms part of this Annual Report and is annexed herewith as Annexure IX.

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

The Company has established and maintains adequate internal financial controls commensurate with the size, scale, and complexity of its operations. These controls are designed to ensure the orderly and efficient conduct of business, including adherence to Company policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The Company has a robust internal audit framework, supported by an independent and multidisciplinary Internal Audit function, which periodically evaluates the adequacy and effectiveness of internal controls, risk management processes, and governance systems. The Internal Auditors present their findings and recommendations to the Audit Committee on a regular basis, enabling continuous monitoring and improvement.

The Board of Directors, through the Audit Committee, oversees the effectiveness of the Companys internal financial controls and ensures that appropriate systems are in place to address key business, operational, and financial risks.

The Company operates under a well-defined delegation of authority framework, with clearly established approval matrices for revenue and expenditure, thereby ensuring accountability and control over financial transactions. In addition, structured processes are in place for the formulation, review, and monitoring of strategic and operational plans.

Based on the evaluation carried out during the financial year, the Board is of the opinion that the Companys internal financial controls with reference to financial statements are adequate and operating effectively.

The Company remains committed to continuously strengthening its internal control environment and aligning its processes with evolving regulatory requirements and industry best practices.

33. Annual Evaluation of Board Performance

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has carried out an annual performance evaluation of the Board, its committees, and individual Directors.

A separate meeting of the Independent Directors was held on 10^th February 2026, wherein the performance of the Chairman and Non-Independent Directors, as well as the overall functioning of the Board, was evaluated. The Independent Directors also reviewed the quality, quantity, and timeliness of the flow of information between the Management and the Board, which is essential for effective discharge of duties.

The Nomination and Remuneration Committee (NRC) has laid down a structured framework, including criteria and methodology, for conducting the performance evaluation. The evaluation process covered various aspects of Board effectiveness, including:

• Composition and structure of the Board;

• Roles, responsibilities, and accountability;

• Effectiveness of Board processes and decision-making;

• Quality and adequacy of information provided to the Board; and

• Overall governance and strategic oversight.

The performance of individual Directors was evaluated based on parameters such as attendance, participation, contribution to discussions, expertise, and guidance provided to the management. The performance of the Chairman was specifically assessed with respect to leadership, strategic direction, and effectiveness in facilitating meaningful participation and deliberations at Board meetings. Further, the performance of Independent Directors was evaluated by the entire Board (excluding the Director being evaluated), ensuring an objective and comprehensive assessment process.

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

The Company has received necessary disclosures from all Directors in the prescribed forms, including Form MBP-1 (Disclosure of Interest), and Form DIR- 8 (Intimation of non-disqualification), at the time of their appointment and re-appointment, and as and when required.

Based on the declarations received and on evaluation thereof, the Board confirms that none of the Directors of the Company are disqualified from being appointed or continuing as Directors under the provisions of Section 164(2) of the Companies Act, 2013. This disclosure is made in compliance with the provisions of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014.

35. Certificate of Practicing Company Secretary

The Company has obtained a certificate from Ragini Agrawal, Proprietor of M/s. Ragini Agrawal & Associates, Practicing Company Secretary, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of any company by the Securities and Exchange Board of India (SEBI), the Ministry of Corporate Affairs, or any other statutory authority.

The said certificate is annexed to this Annual Report as Annexure VII.

36. Particulars of Loans, Guarantees and Investments

The particulars of loans and investments covered under the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014, are disclosed in the Notes forming part of the Financial Statements.

During the financial year under review, the Company has not provided any guarantees within the meaning of the said provisions.

The Company ensures that all such transactions, wherever applicable, are undertaken in compliance with the statutory limits and regulatory requirements and are aligned with prudent financial management practices.

37. Declaration of Independent Directors:

The Company has received necessary declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, read with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have further confirmed that:

• They are not disqualified from acting as Independent Directors;

• They meet the requirements of independence as per applicable laws and regulations; and

• There has been no change in circumstances affecting their status as Independent Directors during the financial year under review.

In terms of 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 their names are duly included in the databank maintained by the Indian Institute of Corporate Affairs (IICA), Manesar.

The terms and conditions of appointment of Independent Directors are in accordance with the provisions of Schedule IV of the Companies Act, 2013, which sets out the Code for Independent Directors.

Based on the declarations received and the evaluation carried out, the Board is of the opinion that the Independent Directors of the Company possess the requisite integrity, experience, expertise, and proficiency and are independent of the management, thereby enabling them to effectively discharge their duties and responsibilities.

38. Meeting Of Independent Directors:

In compliance with the requirements of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company meet at least once in a financial year, without the presence of Executive Directors or members of the management.

Such meetings provide an opportunity for the Independent Directors to: Review the performance of Non-Independent Directors and the Board as a whole; Assess the performance of the Chairman of the Company, taking into account the views of Executive and Non-Executive Directors; Evaluate the quality, quantity, and timeliness of the flow of information between the Management and the Board; and Review the adequacy of mechanisms in place to safeguard the interests of all stakeholders.

During the financial year under review, one (1) meeting of the Independent Directors was held on 10^th February 2026. The Independent Directors engaged in detailed deliberations on governance practices, Board effectiveness, and strategic oversight, and provided valuable insights to further strengthen the Companys governance framework.

39. 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.

40. 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 2026 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 2026 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.

41. 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 - III forming part of this Report.

In accordance with provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in the annexure to this report. In terms of provisions of Section 136(1) of the Companies Act, 2013 this report is being sent to the members without this annexure.

Members interested in obtaining copy of the annexure may write to the Company Secretary and the same will be furnished on request. The said information is available also for inspection at the registered office of the Company during working hours.

42. 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.

43. 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 2025-26, 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.

44. 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 made 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 Managing Director, Chief Financial Officer & Company Secretary as the Designated Person for compliance under the said Rules.

45. 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 IV forming part of this Report.

46. 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 2025-26.

47. Management Discussion and Analysis Report

In compliance with the 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 V and should be read in conjunction with the financial statements and other disclosures contained herein.

48. 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, 2026, and the date of this Report.

49. 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.

50. Details In Respect of Frauds Reported by Auditors

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.

51. 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.

52. 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.

53. 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.

54. 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, 2026 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.

55. Compliance with Maternity Benefit Act ,1961

Pursuant to the applicable provisions of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board affirms that the Company has complied with all applicable labour and employment laws governing its operations. During the financial year under review, the Company has duly complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time, and has extended maternity benefits and related entitlements to eligible women employees in accordance with the statutory requirements prescribed thereunder.

The Company remains committed to fostering an inclusive, equitable, and employee-centric workplace and continues to undertake appropriate measures to ensure the welfare, well-being, and professional growth of its employees while maintaining full compliance with applicable statutory and regulatory requirements.

56. 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.

57. 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.

58. 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.

59. 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.

60. 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.