Escorp Asset Management Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Directors are pleased to present to you the Fourteenth Annual Report on the Business and Operations of Escorp
Asset Management Limited (“The Company”) and the Accounts for the financial year ended March 31, 2025
(period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial year ended March 31, 2025, and the previous financial
year ended March 31, 2024, is given below:

(? in lacs)

Particulars	31st March 2025	31st March 2024
Total Income	1959.74	1979.11
Less: Expenditure	47.60	22.19
Profit before Depreciation	1912.14	1956.93
Less: Depreciation	0.13	-
Profit before Tax	1912.14	1956.93
Provision for Taxation	283.74	231.70
Profit after Tax	1628.40	1725.23
Other Comprehensive Income	108.45	(1024.75)
Total Comprehensive Income	1736.85	700.48
Earnings Per Share (Face value Rs 10 per equity share)
(1) Basic	14.65	15.52
(2) Diluted	14.65	15.52

The Standalone Financial Statements of the Company for the financial year ended March 31, 2025, have been
prepared in accordance with the Indian Accounting Standard (“Ind AS”) as notified by the Ministry of Corporate
Affairs and as amended from time to time.

2. REVIEW OF OPERATIONS

The Total Income of the Company stood at ? 1959.74 lacs for the year ended March 31, 2025, as against ? 1979.11
lacs in the previous year. The Company reported a net profit of ?1628.40 lacs for the year ended March 31, 2025,
compared to a net profit of ? 1725.23 lacs in the previous year.

3. CASH FLOW STATEMENTS

As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (the "Listing Regulations") Regulations, 2015, a Cash Flow Statement forms part of the Annual Report.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT,
2013

The Board has decided not to transfer any amount to the Reserves for the year under review.

5. DIVIDEND:

During the year under review, your Board does not recommend any dividend and wishes to plough back the
profits. Further, as per Regulation 43A of the SEBI Listing Regulations, 2015, the requirement to formulate a
Dividend Distribution Policy applies to the top 1,000 listed entities based on market capitalization. As our
company does not fall within this threshold, the formulation and disclosure of a Dividend Distribution Policy do
not apply to us.

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND
PROTECTION FUND

MCA, under Sections 124 and 125 of the Companies Act, 2013, requires dividends that are not encashed or
claimed by shareholders for seven consecutive years to be transferred to the Investor Education and Protection
Fund (“IEPF”). However, there was no amount due for transfer to IEPF in the financial year 2024-25.

7. STATE OF THE COMPANY’S AFFAIR

There was no change in the nature of the business of the Company during the year under review.

(There has been no change in the business of the Company during the financial year under review. However, the
company has been migrated from the BSE SME Platform to the BSE Main Board on May 08, 2025.

8. SHARE CAPITAL

The Authorized share capital of the company is Rs. 12,00,00,000/- (Rupees Twelve Crores only), divided into
1,20,00,000 (One Crore Twenty Lakh) equity shares of Rs. 10/- (Rupees Ten only)

The Paid-up capital of the Company is Rs 11,11,66,510/- (Rupees Eleven Crore Eleven Lakh Sixty-Six Thousand
Five Hundred Ten Only) divided into 1,11,16,651/- (One Crore Eleven Lakh Sixteen Thousand Six Hundred
Fifty-One) Equity shares of Rs 10/- (Rupees Ten only).

9. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, in terms of the Listing Regulations and
subsequent amendments therein, is presented in a separate section forming part of the Annual Report as
“Annexure III.”

10. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted Notice of Interest in Form MBP 1 under Section 184(1) of the Companies
Act, 2013, as well as intimation by directors in Form DIR 8 under Section 164(2) of the Companies Act, 2013,
and declarations as to compliance with the Code of Conduct for Directors and Senior Management.

Further, under Regulation 34(3) and Schedule V Para C clause (10) (i) of the listing regulation, Certificate of
Non-Disqualification of Directors as received from JNG & Co. LLP, Company Secretaries, forming part of the
Annual Report as “Annexure IV”.

11. COMPANY’S POLICY RELATING TO APPOINTMENT, PAYMENT OF REMUNERATION TO
DIRECTORS, KEY MANAGERIAL PERSONNEL & OTHER EMPLOYEES:

As per the provisions of Section 178(3) of the Companies Act, 2013, on the recommendation of the Nomination
& Remuneration Committee of the Company, the Board of Directors had approved a Policy which lays down a

framework in relation to the appointment and remuneration of Directors, Key Managerial Personnel, and the other
employees and their remuneration.

The Policy forms part of the Annual Report as “Annexure I”. Further, as required under Section 134(3) of the
Act, the Nomination and Remuneration Policy of the Company is available on the website of the Company at
https://www.escorpamc.co.in/03/Remuneration%20Policy.pdf.

The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to
Directors, Key Managerial Personnel, and other employees. The policy also provides the criteria for determining
qualifications, positive attributes, and Independence of the Director, and criteria for appointment of Key
Managerial Personnel / Senior Management while making the selection of the candidates.

The statement giving details of names of the top ten employees in terms of remuneration drawn and the name of
every employee who was in receipt of remuneration exceeding the limits specified under Rule 5(2) of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, does not apply to the
Company.

12. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any Subsidiaries, Joint ventures, or Associate Companies.

13. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments that affect the financial position of the Company that
have occurred between the end of the financial year and the date of this Report.

14. ANNUAL RETURN:

The draft Annual Return of the Company as on March 31, 2025, in the Form MGT -7 in accordance with Section
92(3) and 134(3)(9) of the Companies Act, 2013, as amended from time to time and the Companies (Management
and Administration) Rules, 2014 is available on the website of the Company at
https://www.escorpamc.co.in/investor-relations.html.

15. CHANGE IN SHARE CAPITAL:

There was no change in Share Capital for the period under review.

16. FAMILIARISATION PROGRAMME FOR DIRECTORS

In terms of Regulation 25(7) of the Listing Regulations, the Company needs to formally arrange an Induction or
Familiarization Programme for Independent Directors to familiarize them with their role, rights, and
responsibilities as Directors, the working of the Company, the nature of the industry in which the Company
operates, the business model, etc.

The Company has adopted a framework, duly approved by the Board of Directors, for Familiarisation
Programmes for Independent Directors. The objective of the framework is to ensure that the Independent
Directors have a greater insight into the business of the Company, enabling them to contribute more effectively
in decision-making.

During the year under review, the Company has conducted Familiarisation Programmes on Business and
Operational Performance, and Financial Results and Performance for Independent Directors.

The details of the Familiarisation Programme are available on the Company’s website at
https://www.escorpamc.co.in/03/Familiarization%20Programme%20for%20Independent%20Directors.pdf.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

The Company has a professional Board comprising Executive Directors & Non-Executive Directors who
bring the right mix of knowledge, skills, and expertise, helping the Company implement the best Corporate
Governance practices.

There were no changes in the Directors during the year.

ii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013, and the Articles of Association of the
Company, Mr. Shripal Shah, Director of the Company, will retire by rotation at the ensuing 14th Annual
General Meeting and, being eligible, offer him/ themselves for re-appointment as per Section 152 of the
Companies Act, 2013.

The brief resume of Mr. Shripal Shah, the nature of his expertise in specific functional areas, names of the
companies in which he has held directorships, his shareholding, etc., are furnished in Annexure-A to the
notice of the ensuing Annual General Meeting.

iii. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies
Act, 2013 and Regulations 16(1) (b) & 25 of Listing Regulations, and there has been no change in the
circumstances, which may affect their status as Independent Director during the year.

The Independent Directors met on March 28, 2025, without the attendance of Non-Independent Directors
and members of the Management. The Independent Directors reviewed the performance of Non¬
Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking
into account the views of Executive Directors and Non-Executive Directors and assessed the quality,
quantity and timeliness of flow of information between the Company Management and the Board that is
necessary for the Board to effectively and reasonably perform their duties.

iv. Key Managerial Personnel:

As of the date of this report, the following are the Key Managerial Personnel of the Company:

a) Mr. Shripal Shah- Whole Time Director & Chief Financial Officer (“CFO”)

b) During the Year under Review, Ms. Reenal Khandelwal resigned as Company Secretary with effect from
May 23, 2024, and Ms. Bhoomi Shah was appointed as Company Secretary with effect from May 23,
2024.

18. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declaration of independence, stating that:

a. They continue to fulfill the criteria of independence provided in Section 149 (6) of the Act, along with Rules
framed thereunder and Regulation 16(1)(b); and

b. There has been no change in the circumstances affecting their status as Independent Directors of the
Company.

The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct.
In terms of Section 150 of the Companies Act, 2013 and Rules framed thereunder, the Independent Directors have

also confirmed their registration (including renewal of applicable tenure) and compliance with the online
proficiency self-assessment test (unless exempted) with the Indian Institute of Corporate Affairs (IICA).

The Board opined and confirmed, in terms of Rule 8 of the Companies (Accounts) Rules, 2014, that the
Independent Directors are persons of high repute, integrity, and possess the relevant expertise and experience in
their respective fields.

19. BOARD MEETINGS:

During the year under review, the Board met 5 times on the following dates. The intervening gap between the
two consecutive Board Meetings was within the prescribed period of 120 days as specified under the provisions
of Section 173 of the Companies Act, 2013, and the Listing Regulations.

Following is the attendance of each of the Directors at the Board Meetings held during the period under review:

Sr. No.	Date of Meeting	Total No of Directors as on the date of the meeting	Attendance
			No. of Directors attended	% of Attendance
1	May 23, 2024	5	5	100%
2	August 26, 2024	5	5	100%
3	November 13, 2024	5	5	100%
4	January 15, 2025	5	5	100%
5	February 03, 2025	5	5	100%

20. COMMITTEES OF THE BOARD

i. AUDIT COMMITTEE

During the year, the committee met three times with full attendance of all the members. The composition of
the Audit Committee as of March 31, 2025, and details of the Members'' participation at the Meetings of the
Committee are as follows:

Name of Director	Position in the committee	Meetings		Attendance at the Audit Committee Meetings held on.
		Held and entitled	Attended	23.05.2024	26.08.2024	13.11.2024
Mr. Darshit Parikh (Independent Director)	Chairman	3	3	Yes	Yes	Yes
Mrs. Supriya Tatkar (Independent Director)	Member	3	3	Yes	Yes	Yes
Mr. Shripal Shah	Member	3	3	Yes	Yes	Yes

(Whole Time Director)

There were no changes that took place in the composition of the Audit Committee during the year and
as of the date of this report.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the
Companies Act, 2013. The terms of reference of the Committee, as per the Companies Act 2013 and Listing
regulations, include the following:

Financial Reporting and Related Processes:

• Oversight of the Company ’ s financial reporting process and financial information submitted to the Stock
Exchanges, regulatory authorities, or the public.

• Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditor’s
Limited Review Report thereon / Audited Annual Financial Statements and Auditors’ Report thereon
before submission to the Board for approval. This would, inter alia, include reviewing changes in the
accounting policies and reasons for the same, major accounting estimates based on exercise of judgement
by the Management, significant adjustments made in the Financial Statements, and/or recommendations,
if any, made by the Statutory Auditors in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors their judgment about the quality and appropriateness of the
Company’s accounting principles with reference to the Accounting Standard Policy.

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualifications for appointment on the Committee
and possess sound knowledge of finance, accounting practices, and internal controls.

The Auditors, Internal Auditors, and Chief Financial Officer are invited to attend the meetings of the
Committee. The Company Secretary acts as the Secretary to the Committee.

ii. NOMINATION AND REMUNERATION COMMITTEE

During the year, the committee met once with full attendance of all the members. The composition of the
Nomination and Remuneration Committee as at March 31, 2025, and details of the Members'' participation
at the Meetings of the Committee are as under:

Name of Director	Position in the committee	Meetings		Attendance at the Remuneration Committee held on
		Held and entitled	Attended	23.05.2024
Mrs. Supriya Tatkar (Independent Director)	Chairman	1	1	No
Mr. Darshit Parikh (Independent Director)	Member	1	1	Yes
Mr. Haresh Sanghvi (Independent Director)	Member	1	1	Yes

There were no changes that took place in the composition of the Nomination and Remuneration
Committee during the year and as of the date of this report.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the
Companies Act, 2013. The terms of reference of the Committee, as per the Companies Act 2013 and listing
regulations, include the following:

• Formulation of the criteria for determining qualifications, positive attributes, and independence of a
director and recommend to the board of directors a policy relating to the remuneration of the directors,
key managerial personnel, and other employees;

• For every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge, and experience on the Board and, based on such evaluation,
prepare a description of the role and capabilities required of an independent director. The person
recommended to the Board for appointment as an independent director shall have the capabilities
identified in such description. To identify suitable candidates, the Committee may:

a) Use the services of an external agency, if required;

b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) Consider the time commitments of the candidates.

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Devising a policy on the diversity of the board of directors;

• Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommending to the board of directors their
appointment and removal.

• Whether to extend or continue the term of appointment of the independent director, based on the report
of the performance evaluation of the independent directors.

• Recommend to the board all remuneration, in whatever form, payable to senior management.

The Company has formulated a Remuneration Policy, which is annexed to the Annual Report as “Annexure
I”.

iii. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee, as per Section 178 (5) of the Companies Act, 2013, continued
working under the Chairmanship of Mr. Darshit Parikh. During the year, the committee met one time with
full attendance of all the members. The composition of the Stakeholders Relationship Committee as of March
31, 2025, and details of the Members'' participation at the Meetings of the Committee are as follows:

Name of Director	Position in the committee	Meetings		Attendance at the Stakeholders’ Relationship Committee held on
		Held and entitled	Attended	23.05.2024
Mr. Darshit Parikh (Independent Director)	Chairperson	1	1	Yes
Mr. Haresh Sanghvi (Independent Director)	Member	1	1	Yes
Mr. Shripal Shah (Whole Time Director)	Member	1	1	Yes

There were no changes that took place in the composition of the Stakeholders Relationship Committee
during the year and as of the date of this report.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the
Companies Act, 2013. The terms of reference of the Committee, as per the Companies Act 2013 listing
regulations, include the following:

• Resolving the grievances of the security holders of the listed entity, including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings, etc.

• Review of measures taken for effective exercise of voting rights by shareholders.

• Review of adherence to the service standards adopted by the listed entity in respect of various services
being rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring the timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the company.

During the year, no complaints were received from shareholders. There are no balance complaints. The
Company had no share transfers pending as of March 31, 2025.

Ms. Bhoomi Shah, Company Secretary and Compliance Officer of the Company.

iv. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)

During the year, the committee met twice with full attendance of all the members. The composition of the
CSR Committee as of March 31, 2025, and details of the Members'' participation at the Meetings of the
Committee are as under:

Name of Director	Position in the committee	Meetings		Attendance at the Corporate Social Responsibility held on
		Held and entitled	Attended	23.05.2024	03.02.2025
Mr. Shripal Shah (Whole Time Director)	Chairperson	2	2	Yes	Yes
Mr. Shreyas Shah (Executive Director)	Member	2	2	Yes	Yes
Mr. Darshit Parikh (Independent Director)	Member	2	2	Yes	Yes

There were no changes that took place in the composition of the CSR Committee during the year and
as of the date of this report.

The roles and responsibilities of the CSR Committee include formulation and recommendation of CSR policy
to the Board, recommending the amount to be incurred for CSR activities, instituting a transparent monitoring
mechanism for implementation of the CSR projects or programs, or activities undertaken by the Company,
and monitoring the CSR policy from time to time.

21. BOARD’S PERFORMANCE EVALUATION:

The criteria for evaluation of Board include whether Board meetings were held in time, all items which were
required as per law to be placed before the Board were placed or not, whether the same have been discussed and
appropriate decisions were taken, adherence to legally prescribed composition and procedures, timely induction
of additional / women Directors and replacement of Board members / Committee members, whenever required,
and whether the Board facilitates the independent Directors to perform their role effectively.

The criteria for evaluation of the Committee include taking up roles and functions as per its terms of reference,
independence of the Committee, whether the Committee has sought necessary clarifications, information, and
explanations from management, internal and external auditors, etc.

Based on such criteria, the evaluation was completed for each Director, Committee, and the Board of Directors,
and the observations of the Directors were discussed and presented to the Chairperson of the Board.

The performance evaluation of Non-Independent Directors, i.e., Mr. Shripal Shah, Mr. Shreyas Shah, and the
entire Board, was carried out.

The performance evaluation of the Independent Directors, i.e., Mr. Darshit Parikh, Ms. Supriya Tatkar, and Mr.
Haresh Sanghavi, was also carried out.

The Directors expressed their satisfaction with the evaluation process. Performance evaluation of the Board, its
various Committees, and Directors, including Independent Directors, was found satisfactory.

22. CORPORATE SOCIAL RESPONSIBILITY

The Company considers Corporate Social Responsibility (“CSR”) as a process by which an organization thinks
about and evolves its relationships with stakeholders for the common good, and demonstrates its commitment in
this regard.

The Corporate Social Responsibility policy formulated by the CSR Committee and approved by the Board
remains unchanged. The policy is available on the Company''s website at
https://www.escorpamc.co.in/03/CSR%20policy.pdf.

During the financial year 2024-25, the Company has in place a CSR policy laid down in accordance with the
provisions of the Companies Act, 2013, and rules made thereunder. The Company under its CSR policy, affirms
its commitment of seamless integration of marketplace, workplace, environment and community concerns with
business operations by undertaking activities/initiatives that are not taken in its normal course of business and/or
confined to only the employees and their relatives and which are in line with the broad-based list of activities,
areas or subjects that are set out under schedule VII of the Companies Act, 2013,

The company has spent an amount of Rs. 18,50,000 on CSR activities as specified in Schedule VII of the
Companies Act, 2013, against 2% of the average profit for the last three years.

The company has spent an amount of Rs. 18,50,000 on “Matoshri Jayaben Himmatlal Shah Charitable Trust’ to
support their efforts, which focus on various charitable activities, primarily in education, healthcare, and
empowerment initiatives. The trust aims to improve the lives of underprivileged individuals and communities
through programs such as providing free or subsidized dialysis, distributing educational resources, and offering
support for basic needs.

An Annual Report on CSR activities in terms of Section 134(3)(o) of the Act read with the Companies (Corporate
Social Responsibility) Rules, 2014, is attached herewith as ''Annexure V'' to this Report.

23. AUDITORS:

1. Statutory Auditors:

The Board has re-appointed M/s V. N. Purohit & Co., Chartered Accountants as the statutory auditors of the
Company for 2nd term of five consecutive years, from the conclusion of the 11^th Annual General Meeting
till the conclusion of the 16^th Annual General Meeting to be held in the year 2027, as approved by the
shareholders of the Company.

2. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed JNG & Co. LLP., a
firm of Company Secretaries in Practice (Firm Registration No. L2024MH017500), to undertake the
Secretarial Audit of the Company for the F.Y. 2024-25. The Secretarial Audit Report for F.Y. 2024-25 is
annexed herewith as “Annexure II

Further, following our migration from the BSE SME to the BSE Main Board on May 08, 2025, we are
required to comply with relevant regulations. In accordance with Regulation 24A of the SEBI Listing
Regulations and Section 204 of the Act, the Board at its meeting held on August 22, 2025, based on
recommendation of the Audit Committee, has approved the appointment of JNG & Co. LLP, Practicing
Company Secretaries, a peer reviewed firm (Firm Registration No. L2024MH017500) as Secretarial Auditors
of the Company for a term of five consecutive years commencing from financial year 2025-26 till financial
year 2029- 30, subject to approval of the Members at the ensuing Annual General Meeting.

3. Cost Auditor:

Your Company is principally engaged in Portfolio Management Business and Proprietary Investments in
shares, securities, and funds. Therefore, Section 148 of the Companies Act, 2013, is not applicable to the
Company.

4. Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions
of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed M/s KKMK &
Associates, Chartered Accountants, as the Internal Auditors of your Company for the financial year 2024-25
& 2025-26. The Internal Auditor conducts the internal audit of the functions and operations of the Company
and reports to the Audit Committee and Board.

24. AUDITOR’S REPORT:

The Auditor’s Report and Secretarial Auditor’s Report do not contain any qualifications, reservations, or adverse
remarks. The Report of the Auditors is given as an Annexure, which forms part of this report.

25. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

Under the provisions of Section 177(9) of the Companies Act, 2013, read with the Rules made thereunder, the
Company has adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to
provide adequate safeguards against victimization of persons who may use such a mechanism.

The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance
Report, which forms part of this Annual Report. The said Policy is available on the Company’s website at
https://www.escorpamc.co.in/03/Whistle%20Blower%20and%20Vigil%20Mechanism%20Policy.pdf.

26. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 of the Companies Act, 2013, read with rules made thereunder, the Board
has appointed M/s KKMK & Associates, Chartered Accountants, as the Internal Auditors of the Company to
check the internal controls and functioning of the activities and recommend ways of improvement. The Internal
Audit is carried out on a half-yearly basis; the report is placed in the Audit Committee Meeting and the Board
Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the
Company are adequate. During the year under review, no material or serious observation has been received from
the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external consultants and the
reviews performed by management and the relevant board committees, including the audit committee, the board
is of the opinion that the Company’s internal financial controls were adequate and effective during the financial
year 2024-25.

27. RISK ASSESSMENT AND MANAGEMENT:

Our Company has been continuously reviewing and streamlining its various operational and business risks
involved in its business as part of its risk management policy. Your Company also takes all efforts to train its
employees from time to time to handle and minimize these risks. The policy is available on the company website
at https://www.escorpamc.co.in/03/Risk%20management%20policy.pdf.

28. LISTING WITH STOCK EXCHANGES:

Escorp Asset Management Limited, previously listed on the SME platform of BSE Limited, successfully migrated
to the BSE Main Board on May 8, 2025. Accordingly, the Company has paid the requisite annual listing fees for
the year 2025-26 to BSE Limited, in line with Main Board requirements.

29. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Companies Act, 2013, the Company is complying with the Secretarial
Standards issued by the Institute of Company Secretaries of India and approved by the Central Government with
respect to Meetings of the Board of Directors and General Meetings.

The Company is fully compliant with the applicable Secretarial Standards (SS), viz. SS-1 & SS-2 on Meetings of
the Board of Directors and General Meetings, respectively.

30. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL, AND SENIOR
MANAGEMENT:

The information required under Section 197 of the Companies Act, 2013 & Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given below.

a) The median remuneration of employees of the Company during the financial year is Rs. 2,45,000.

b) Percentage increase/decrease in the median remuneration of employees in the financial year 2024-25: 36.11

%

c) Number of permanent employees on the rolls of the Company as on March 31, 2025: 4 (Four).

d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the
Company.

e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

No employee in the Company received a remuneration of Rs. 1,00,00,000/- per annum during the period under
review. Therefore, the Company is not required to disclose any information under Rule 5(2) of the Companies
(Appointment and Remuneration) Rules, 2014.

*Since the Executive Directors and KMPs of the company, except Bhoomi Shah, are on the payroll of Aryaman
Financial Services Limited (Holding Company) and do not receive any remuneration from Escorp Asset
Management Limited, only the employee remuneration median is calculated.

31. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 and listing regulations, the Company has adopted policies,
which are available on its website at https://www.escorpamc.co.in/investor-relations.html.

32. REGISTRAR AND SHARE TRANSFER AGENT:

During the year under review, M/s. Big Share Services Private Limited was the Registrar and Transfer Agent of
the Company.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not
energy-intensive. However, adequate measures have been initiated for the conservation of energy.

b) The steps taken by the Company for utilizing an alternate source of energy - The Company shall
consider on adoption of an alternate source of energy as and when necessary.

c) The Capital Investment on energy conservation equipment - No Capital Investment yet.

ii. Technology Absorption

a) The efforts made towards technology absorption. - Minimum technology required for Business is
absorbed.

b) The benefits derived, like product improvement, cost reduction, product development, or import
substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning
of the financial year) - Not Applicable.

1. The details of the technology imported.

2. The year of import.

3. Whether the technology has been fully absorbed;

4. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.

iv. Foreign exchange earnings and Outgo - Not Applicable.

34. PARTICULARS OF LOANS, INVESTMENTS, AND GUARANTEES:

Particulars of loans given, investments made, guarantees given, and securities provided are provided in the
financial statements.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No contracts/arrangements/transactions entered by the Company during the financial year with related parties.
Thus, Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any
contract/arrangement/transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions. The details of the related party transactions as
required under Indian Accounting Standard (IND-AS)-24 are set out in the Note to the financial statements
forming part of this Annual Report.

36. DEPOSITS:

Your Company did not accept/hold any deposits from the public/shareholders during the year under review.

37. UNSECURED LOAN FROM DIRECTORS:

During the year under review, the Company has not borrowed an unsecured loan from any of the Directors of the
Company.

38. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended, the Company has formulated and adopted the revised “Code of Conduct for
Prevention of Insider Trading” (“the Insider Trading Code”). The object of the Insider Trading Code is to set a
framework, rules, and procedures that all concerned persons should follow while trading in listed or proposed to
be listed securities of the Company. During the year, the Company has also reviewed the Code of Practice and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“the Code”) in line with the SEBI
(Prohibition of Insider Trading) Amendment Regulations, 2018, and subsequent amendments therein. The Code
is available on the Company’s website at https://www.escorpamc.co.in/investor-relations.html.

39. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the financial year 2024-25 were
in the ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of Section
188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during
the financial year that conflicted with the interests of the Company.

40. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts, or Tribunals impacting the going
concern status and the Company’s operations in the future.

41. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of
Directors under sub-section (12) of section 143 of the Companies Act, 2013, during the financial year.

42. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

There are only four employees in the Company; thus, it is not required to constitute an Internal Complaints
Committee (ICC) pursuant to the legislation ''Prevention, Prohibition and Redressal of Sexual Harassment of
Women at Workplace Act 2013'' as the same is not applicable to the Company.

43. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and
supportive workplace for women employees. All eligible women employees are provided with maternity benefits
as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and
protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of
maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

44. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender
composition of its workforce as on March 31, 2025.

Male Employees: 1
Female Employees: 3
Transgender Employees: 0

This disclosure reinforces the Company’s efforts to promote an inclusive workplace culture and equal opportunity
for all individuals, regardless of gender.

45. DOWNSTREAM INVESTMENT

The Company neither has any Foreign Direct Investment (FDI) nor has it invested in any Downstream Investment
in any other Company in India.

46. HUMAN RESOURCES:

Your Company has established an organizational structure that is agile and focused on delivering business results.
With regular communication and sustained efforts, it ensures that employees are aligned on common objectives
and have the right information on business evolution.

47. CORPORATE GOVERNANCE:

In terms of listing regulations, it exempts companies that have listed their specified securities on the SME
Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the mainboard Platform of BSE w.e.f May
08, 2025. Therefore, for the financial year 2024-25, the Company is exempted from compliance with Corporate
Governance requirements, and accordingly, the reporting requirements like Corporate Governance Report,
Business Responsibility Report are not applicable. Please find enclosed report as Annexure VI

48. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and
ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed, and there
are no material departures.

ii. They have selected such accounting policies and applied them consistently, and made judgments and
estimates that are reasonable and prudent 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 that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company, and such internal financial
controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws, and that
such systems were adequate and operating effectively.

49. INTERNAL FINANCIAL CONTROLS:

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory, and secretarial auditors and external consultants, and the
reviews performed by management and the relevant board committees, including the audit committee, the board
is of the opinion that the Company’s internal financial controls were adequate and effective during the financial
year 2024-25.

50. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE
COMPANIES ACT 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended
March 31, 2025, which has a feature of recording audit trail (edit log) facility, and the same has operated
throughout the year for all relevant transactions recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting
under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the
statutory requirements for record retention is applicable for the financial year ended March 31, 2025.

51. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION)
RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules
2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory
obligations.

The company has proposed and appointed a Designated person in a Board meeting, and the same has been
reported in the Annual Return of the company.

52. OTHER DISCLOSURES:

There were no transactions with respect to the following matters during the year:

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

2) There has been no issue of shares (including sweat equity shares) to the employees of the company under
any scheme, save and except Employees’ Stock Options Schemes referred to in this report.

3) There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

4) There was no instance of one-time settlement with any Bank or Financial Institution.

5) During the financial year, there has been no revision in the Financial Statements or the Board’s Report.

6) The Company has not issued any shares with differential rights as to dividend, voting, or otherwise.

53. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis
describing the Company’s objectives, projections, estimates, and expectations, may constitute ‘forward-looking
statements’ within the meaning of applicable laws and regulations. Actual results might differ materially from
those either expressed or implied in the statement, depending on the circumstances.

54. ACKNOWLEDGEMENT

The Board of Directors places on record its gratitude to the government and regulatory authorities, correspondent
banks, for their support. The Board acknowledges the support of the shareholders and also places on record its
sincere thanks to its valued client for its continued patronage. The Board also appreciates all employees of the
Company for their sincere work and commitment.

Registered Office: By Order Of The Board of Directors

60, Khatau Building, Ground. Floor, FOR ESCORP ASSET MANAGEMENT LIMITED

Alkesh Dinesh Modi Marg,

Fort, Mumbai - 400 001

Tel: 022 - 6216 6999 ^Sd/-

Shreyas Shah

^Fax: ⁰²² - ²²⁶³ 0434 (Executive Director)

CIN: L17121MH2011PLC213451

^Website: http^{s://www escor}p^{amc co in/} Tuesday, August 22, 2025

Email: [email protected]

Sd/-

Shripal Shah

(Whole Time Director)

Din: 01622255

Monday, August 22, 2025

---

Mar 31, 2024

Your Directors take pleasure in presenting their Thirteenth Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31^st March, 2024 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial year ended March 31, 2024 and the previous financial year ended March 31, 2023 is given below:

(? in lakhs)

Particulars	31-Mar-24	31-Mar-23
Total Income	1979.11	235.86
Less: Expenditure	22.18	35.57
Profit before Depreciation	1956.93	198.30
Less: Depreciation	-	-
Profit before Tax	1956.93	198.30
Provision for Taxation	231.70	22.79
Profit after Tax	1725.23	175.51
Other Comprehensive Income	(1024.75)	644.64
Total Comprehensive Income	700.48	820.15
Earning Per Share (Face value Rs.10 per equity share)
(1) Basic	15.52	1.58
(2) Diluted	15.52	1.58

2. REVIEW OF OPERATIONS

The Total Income of the Company stood at ? 1979.11 lakhs for the year ended March 31, 2024 as against ? 235.86 lakhs in the previous year. The Company made a net profit (after tax) of ? 1725.23 lakhs for the year ended March 31, 2023 as compared to the ? 175.51 lakhs in the previous year.

3. CASH FLOW AND FINANCIAL STATEMENTS:

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual Report.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Board has decided not to transfer any amount to the Reserves for the year under review.

5. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2024.

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF). In FY 2023-24, there was no amount due for transfer to IEPF.

7. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs 12,00,00,000/- divided into equity 1,20,00,000 shares of Rs. 10/- each during the year under review.

The Paid up capital of the Company is Rs. 11,11,66,510/- divided into 11,116,651 Equity shares of Rs. 10/- each.

Company has appointed M/s Bigshare Services Private Limited as the Registrar and Transfer Agent of the Company.

8. CHANGE IN SHARE CAPITAL:

There were following no changes in share capital of the Company during the period under review.

9. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing Regulations"), is presented in a separate section forming part of the Annual Report as “Annexure III”.

10. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company during the FY under review.

11. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

Certificate of Non-Disqualification of Directors received from JNG & Co., Practicing Company Secretary is annexed to the Board’s Report as “Annexure - IV”.

12. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or an Associate Company.

13. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the FY and the date of this Report.

14. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on 31^st March, 2024 is available on the website of the Company at https://escorpamc.co.in/investor-relations.html

15. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the new Directors with the Company''s business operations. The Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company.

During the year under review, no new Independent Directors were inducted to the Board.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

As on the date of Report following are the changes took place in the Board Structure:

The Board at its meeting held on March 21, 2024 reappointed Mr. Shripal Shrenik Shah (DIN: 01628855), as a Whole Time Director of the Company for a period of 5 (Five) consecutive years commencing from 27^th March 2024 till 26^th March 2029, subject to approval of shareholders.

Further the approval of shareholders has been granted to reappoint Mr. Shripal Shrenik Shah (DIN: 01628855) as a Whole-Time Director of the Company for a period of five consecutive years, pursuant to a Special Resolution passed through a Postal Ballot Notice dated March 21, 2024

ii. Committees of Board of Directors

There has been no change in Committees of Board of Directors during period under review. The details of Members of the Committee forms part of this Annual Report.

iii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shreyas Shrenik Shah, (DIN: 01835575), Executive Director of the Company, retires by rotation and offers himself for re- appointment.

The brief resume of Mr. Shreyas Shrenik Shah, (DIN: 01835575), the nature of his expertise in specific functional areas, names of the companies in which he has held directorships, his shareholding etc. are furnished in the ‘Annexure - A’ to the notice of the ensuing AGM.

iv. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Director during the year.

The Independent Directors met on 25^th March, 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

v. Key Managerial Personnel:

During the year under review and as of the date of this report, the following individuals are the Key Managerial Personnel of the Company:

a) Mr. Shripal Shah - Whole Time Director & CFO.

b) Ms. Chaitali Pansari - Company Secretary & Compliance Officer upto July 24, 2023

c) Ms. Reenal Khandelwal - Company Secretary & Compliance Officer w.e.f July 24, 2023 upto May 23^rd, 2024.

d) Ms. Bhoomi Girish Shah - Company Secretary & Compliance Officer w.e.f May 23^rd , 2024 There were changes in the Key Managerial Personnel during the year

17. BOARD MEETINGS:

The Company held six meetings of its Board of Directors during the year on the following dates: May 26, 2023; July 24, 2023; August 30, 2023; November 9, 2023; February 20, 2024; and March 21, 2024.

18. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, continued working under Chairmanship of Mr. Darshit Parikh. During the year, the committee met Four (4) times with full attendance of all the members. The composition of the Audit Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the Committee	No. of meetings attended
			26.05.2023	24.07.2023	30.08.2023	09.11.2023
Mr. Darshit Parikh	Independent Director	Chairman	Yes	Yes	Yes	Yes
Mr. Shripal Shah	Executive Director	Member	Yes	Yes	Yes	Yes
Mrs. Supriya Tatkar	Independent Director	Member	Yes	Yes	Yes	Yes

The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies Act,

2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company’s financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

• Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditor’s Limited Review Report thereon / Audited Annual Financial Statements and Auditors’ Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company’s accounting principles with reference to the Indian Accounting Standard (IND-AS).

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess

sound knowledge of finance, accounting practices and internal controls.

The Auditors, Internal Auditors, Chief Financial Officer are invited to attend the meetings of the Committee. The Company

Secretary acts as the Secretary to the Committee. Mr. Darshit Parikh, the Chairman of the Committee, was present at the last

Annual General Meeting (AGM) held on September 28^th, 2023.

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, continued working under Chairmanship of Ms. Supriya Tatkar. During the year, the committee met two times with full attendance of all the members. The composition of the Nomination and Remuneration Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:

		Position in	No. of meetings attended
Name of Director	Category	the committee	26.05.2023	21.03.2024
Ms. Supriya Tatkar	Independent Director	Chairman	Yes	Yes
Mr. Darshit Parikh	Executive Director	Member	Yes	Yes
Mr. Haresh Sanghvi	Independent Director	Member	Yes	Yes

The terms of reference of the Committee as per Companies Act 2013 and SEBI (LODR) 2015, include the following:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

• For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a) Use the services of an external agencies, if required;

b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) Consider the time commitments of the candidates.

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Devising a policy on diversity of board of directors;

• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

• Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

• Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Company has formulated a Remuneration Policy which is annexed to the Board’s Report in “Annexure I”.

(c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, continued working under Chairmanship of Mr. Darshit Parikh. The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies Act, 2013. During the year, the committee met one time with full attendance of all the members. The composition of the Stakeholders Relationship Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:

			No. of meetings attended
Name of Director	Category	Position in the committee
			26.05.2023
Ms. Darshit Parikh	Independent Director	Chairman	Yes
Mr. Shripal Shah	Executive Director	Member	Yes
Mr. Haresh Sanghvi	Independent Director	Member	Yes

The terms of reference of the Committee are:

• Resolving the grievances of the security holders of the listed entity including complaints related to

transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of

new/duplicate certificates, general meetings etc.

• Review of measures taken for effective exercise of voting rights by shareholders.

• Review of adherence to the service standards adopted by the listed entity in respect of various services being

rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on March 31, 2024.

(d) Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee, as per Section 135 of Companies Act, 2013, under Chairmanship of Mr. Shripal Shah During the year, the committee met one (1) time with full attendance of all the members. The composition of the Corporate Social Responsibility as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:

Name of Directors	Designation	Category	Number of meetings	Number of meetings
			of CSR Committee	of CSR Committee
			held during year	attended during year
Mr. Shripal Shah	Chairman	Executive Director	1	1
Mr. Shreyas Shah	Member	Director	1	1
Mr. Darshit Parekh	Member	Independent Director	1	1

The terms of reference of the Committee are:

• Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company in areas or subject, specified in Schedule VII;

• Recommend the amount of expenditure to be incurred on the activities;

• Monitor the Corporate Social Responsibility Policy of the company from time to time.

Ms. Bhoomi Girish Shah, Company Secretary of the Company is the Compliance Officer.

19. BOARD’S PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its Committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. The Nomination Remuneration Committee also carried out evaluation of every director’s performance.

The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

20. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Companies Act 2013 and rules framed there under for the year ended 31^st March 2024. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company during the period under Review i.e. 2023-2024.

Further, for the year ended March 31, 2024, the company has a net profit of ?19.56 crore (Nineteen crore and Fifty Six Lakhs), which exceeds the criteria laid down under Section 135, i.e., ?5 crore. Therefore, according to the provisions of Section 135 of the Companies Act 2013, the company will spend at least two percent of the average net profits of the company made during the three immediately preceding financial years during the financial year 2024-25.

The Company has a Corporate Social Responsibility (CSR) Policy in place, and details about the committee''s composition and terms of reference have already been provided above. The CSR Policy outlines the Company''s commitment to addressing social and environmental issues through various initiatives and programs.

21. AUDITORS:

i. Statutory Auditors:

The Board has re-appointed M/s V. N. Purohit & Co., Chartered Accountants as the statutory auditors of the Company for 2^nd term of five consecutive years, from the conclusion of 11^th Annual General Meeting till the conclusion of the 16^th Annual General Meeting to be held in the year 2027, as approved by shareholders of the Company.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed JNG & CO., a firm of Company Secretaries in Practice (CP No. 8108), to undertake the Secretarial Audit of the Company for the F.Y. 2023-24. The Secretarial Audit Report for F.Y. 2023-24 is annexed herewith as “Annexure II”.

iii. Cost Auditor:

Your Company is principally engaged into Portfolio Management Business and Proprietary Investments in shares, securities and funds. Therefore, Section 148 of the Companies Act, 2013 is not applicable to the Company.

iv. Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has reappointed M/s Gaurav Shiv & Co Chartered Accountants, Mumbai as the Internal Auditors of your Company for the financial year 2023-24. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board.

M/s Gaurav Shiv & Co Chartered Accountants, Mumbai has resigned as the internal Auditor of the Company with effect from May 23 rd 2024. Further, the Company has appointed M/s KKMK & Associates, Chartered Accountants as

the internal Auditor of the Company for FY 2024-25 & 2025-26 in the place of M/s Gaurav Shiv & Co Chartered Accountants, Mumbai with effect from May 23rd, 2024.

22. AUDITOR’S REPORT:

The Auditor’s Report and Secretarial Auditor’s Report does not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an Annexure which forms part of this report.

23. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.escorpamc.co.in.

24. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s Gaurav Shiv & Co., Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out on half yearly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2023-24.

25. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

26. LISTING WITH STOCK EXCHANGES:

Escorp Asset Management Limited is listed on the SME Platform of the BSE Limited. It has paid the Annual Listing Fees for the year 2024-2025 to BSE Limited.

27. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.

28. *PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below.

a) The median remuneration of employees of the Company during the financial year was: Rs. 1,80,000

b) Percentage decrease in the median remuneration of employees in the financial year 2023-24: 2.04%

c) Number of permanent employees on the rolls of the Company as on March 31, 2024: 3

d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.

e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of Rs. 1,00,00,000/ - per annum during the period under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

*Since the Executive Directors and KMP’s of the company are on the payroll of Aryaman Financial Services Limited (Holding Company) and do not draw any remuneration in Escorp Asset Management Limited only employee remuneration median is calculated.

29. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on its website http://www.escorpamc.co.in/

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy - Company shall consider on adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology absorption

a) The efforts made towards technology absorption. - Minimum technology required for Business is absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.

iv. Foreign exchange earnings and Outgo - Not Applicable.

31. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made, guarantees given and securities provided are provided in the financial statements.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. Thus Disclosure in form AOC -2 is not required. Further, during the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be

considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for approval. The details of the related party transactions as required under Indian Accounting Standard (IND AS) - 24 are set out in Note to the financial statements forming part of this Annual Report.

33. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

34. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised “Code of Conduct for Prevention of Insider Trading” (“the Insider Trading Code”). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“the Code”) in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Company’s website http://www.escorpamc.co.in.

35. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the FY were in the ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the interest of the Company.

36. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

37. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

39. HUMAN RESOURCES:

Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts it is ensuring that employees are aligned on common objectives and have the right information on business evolution.

40. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.

41. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2023-24.

42. INTERNAL FINANCIAL CONTROLS:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2023-24.

43. GENERAL DISCLOSURES

The following disclosures are not applicable to the company:

1. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year.

2. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

44. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Report, describing the Company’s objectives, projections, estimates and expectations may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

45. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.

Registered Office: On Behalf of The Board Of Directors

60, Khatau Building, Ground Floor, FOR ESCORP ASSET MANAGMENT LIMITED

Alkesh Dinesh Modi Marg,

Fort, Mumbai - 400 001 ^Sd/-

Tel : 022 - 6216 6999

^ Shripal Shah

^Fax: 022 - ²²⁶³ 0434 Executive Director

CIN: L17121MH2011PLC213451

^Website: httP^{://www escorp}a^mc.^c°.ⁱⁿ Mumbai, Monday, August 26, 2024

Email: 1[email protected].1n

---

Mar 31, 2023

Your Directors take pleasure in presenting tTwirifthAnnual Report on the Business and Operations of the Company md the Accounts fo he F inancial Year ended 3 March, 2(23 (period under review?)

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial yearMmdedi 3) 2023 and the previous financial year endec March 3,20 22 is given below:

Particulars	31-Mar-23	31-Mar-22
Total Income	235.86	632.86
Less: Expenditur e	35.57	15.61
Profit before Depreciation	198.30	617.25
Less: Depreciation	-	-
Profit before Tax	198.30	617.25
Provision for Taxation	22.79	3165
Profit after Tax	175.51	585.60
Other Comprehensive Income	644.64	359.76
Total Comprehensive Income	820.15	945.36
Earning Per Share (Face value Rs.D per equity shar e)
(1) Basic	1.58	8.78
(2) Diluted	1.58	8.78

2. REVIEW OF OPERATIONS

The Total ncome of the Companytood at? 235.86 lakhs fir the year ended March 3,20ias against ? 63286 lakhs in the previous year. The Company made a net profit (after tax) of ? 175.51 lakhs for the year ended March 3 , 302is compared to the? 585.60 lakhs in the previous year.

3. CASH FLOW AND FINANCIAL STATEMENTS:

As required under regulation 34 of tSEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Aniual Report .

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Board has decided itoto transfer any amount to the Reserves for the year under review.

5. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the contpan y and conserve resources, the Directors do not recommeqddividend for year endeMarch 3,2023 .

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

The Ministry of Corporate Affairs under Sections E4 and 125 of the Companies Act, 20B requires dividends that ae nol encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education Protection Fund (IEPF). In 2FY -23, there was no amount due for transfer to IEPF .

7. SHARE CAPITAL

The Authorized Share Capitaf the Company is Rs 12,00,00,000 /- divided into equity J20,00, 000 shares of Rs. I- each during the year under review

The Paid up capital of the CompanyRs. 1 ,IJ66,5D /- divided into 1116,661 Equity shares of Rs. -yeach.

Company has appointedM/s BigsharS ervices Privatleimited as the Registrar and Transfer Agent of the Company.

8. CHANGE IN SHARE CAPITAL:

There were following changes in share capital of the Company during the period under review.

The authorized share capital of thranpany was increased frouRs.7,00,00,6X0/ to Rs 1,200 ,00,000 /- divided into equity

1,200 ,00,000 shares of Rs. I-each during the year

The Paid up capital of the Company was increased from Rs. 6,67,0Q091(o Rs ^H66,5D divided into 1116,651 Equity share; of Rsiy - pursuant to the issue of Bonus Shares to the members of the company.

Bonus shares

During the year under review, The Company had issued and alldt-t ed667 Bonus Shares of Rs - each to the existing equity shareholders in the raoib 23 i.e. 2 (two) fully paidrp equity shares for every 3 (three) existing fullyrgaiet|uity share held by the Members of the Company by capitalizing upto Rs. 4,44,66,670 (Rupees F our Crores F orty four Lakh! Sixty Six Thousand Six Hundred Seventy Onfy))m the existing securities premium account and free reserves of the C ompany with the approval of shareholders and Board of Directors.

9. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under revitewms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 205 (the "Listing Regulations") and SEBI (L sting Obligations and Disclosure Requirements) (Amendment) Regulations, 20B (the "Amended tlnis Regulations"), is presented in a separate section forming part of the Annual Report.

10. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company during the FY under review

11. DISCLOSURES BY DIRECTORS

The Boardof Directors have submitted notice of interest in Form MBP 1 under Sectionys84well as intimation by directors in F orm DIR 8 under Section 64(2) and declarations as to compliance with the Code of Conduct of the Com jany.

12. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or an Associate Company.

13. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the Company which hav occurred between the end of the FY and the date of this Report.

During theyear under reviewThe Company had issued and allotted, 46,667 equity shares of Rs. 1/ - each as Bonus Sharesto the existing equity shareholders in the ratio of 23* i.e. 2 (tufty paid-up equity shares for every 3 (three) existing fully pai-up equity share held by the M embers of the Company by capitalizing upto Rs. 4,44,66,670 (Rupees Fc ur Crores Forty four Lakhs Sixty Six Thousand Six Hundred Seventy Only) from theecuisitiing premium account anc free reserves of the Company

14. EXTRACT OF ANNUAL RETURN:

The Annual Return of ethCompany as on 3^s! March, 2(23 is available on the website of the Company at https//escorpamc.co.in/investo-relations .

15. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientat programme. Presentations are made by Senior Managenghiing an overview of the operations, to familiarise the new Directors with the Company''s business opeansi TheDirectors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and proceduresemareserved for the Board, and the major risks and risk management strategy of the Company.

During the year under review, no new Independent Directors were inducted to the Board.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

During theperiod there was n ohanges in director s.

ii. Committees of Board of Directors

There has been no change in Committees of Board of Directors (pering; under reviewThe details of Members of the Committee forms part of this Annual R eport.

iii. Retirement by Rotation of the Directors

In accordancewith the provisions of the Companies Act, 203 and the Articles of Association of the Company Mr. Shiipal Shal, Executive Director of the Comparrytires by rotation and offers himMfre appointment.

The brief resume of MShripalShah, the nature fi s expertise in specific functional areas, names of tie companies in whch he has held directorshipsis shareholding etc. are furnished in Amenexure - A to the notice of the ensuing AGM .

iv. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company confirm ng th they meet with the criteria of Independence provided in Section 49(6) of the Companies Act, 203 and Regulations BQ (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has b een no change in the circumstances, which may affect their status as Independent Director during the year.

The Independent Directors main 28^th March, 2023, without he attendance of Nohndependent Directors and members of the Management. The Independent Directors reviewed the performance-MdNeindent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account s hof v:sw Executive Directors and N-Ercecutive Directors and assessed the quality, quantity and timeliness of flov of information between the Company Management and the Board that is necessary for the Board to effectively an reasonably perform their duties.

v. Key Managerial Personnel:

As on date of reporfollowing are the Key Managerial Personnel of the Company:

a) Mr. Shripal ShaWhole Time Director & CFO

b) Ms. Chaitali Pans-Company Secretary & Compliance Officer upto July 24, 2023

c) Ms. Reenal Khandelwal Company Secretary & Compliance Officer w.e.f July 24, 2023

There were hanges in the Key Managerial Personnel during the year

17. BOARD MEETINGS:

The Company heldsix meetings of its Board of Directors'' ing the year oMay 27, 2022 , June D, 2022 ; July 3Q 2022 , September 07, 2022 ; November 11 2022 and March 08, 2023.

18. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Audit Committee, as per Section 77 of Companies Act, 208, continued working under Chairmanship of Mr. D irshit Parikh. During the year, thsmmittee metfour (4) times with full attendance of all the members. The composition of the Audit Committee as dMarch 3,2023 and details of the Membepirticipation at the Meetings of the Committee are as under:

Name of		Category	Position in the	No. of meetings attended
Director			Committee	27.05.2022	10.06.2022	30.07.2022	07.09.2022	11.11.2022
Mr. Parikh	Dar shi	Independent Dir ector	Chairman	Yes	Yes	Yes	Yes	Yes
Mr. Shah	Shripa	Executive Dir ector	Member	Yes	Yes	Yes	Yes	Yes
Mrs. T atkar	Supriya	Independent Dir ector	Member	Yes	Yes	Yes	Yes	Yes

The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Compaiies A

20B. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company’s financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

• Reviewing with the Management, the Half Yearly Unaudited Financial Sittatemd; the Auditor’s Limited Review Report thereon / Audited Annual Financial Statements and Auditors’ Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasotihefoame, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the Fiianch Statements and / or recommendation, if any, made by the Statutory Auditors in thi s regard.

• Review the Management Discusniafc Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company’s accounting principles with reference to the Indian Accounting Standard-AND

• Review the invetments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee ant posse

sound knowledge of finance, accounting practices and internal cont rols.

The Auditors, Internal Auditors, effhF inancial Officer are invited to attend the meetings of the Committee. The Company Secretary acts as the Secretary to the Committee. Mr. Darshit Parikh, the Chairman of the Committee, was present at Annual GeneraMeeting (AGM) held onugust 2>, 2022 .

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 78() of Companies Act, 203, continued working unler Chairmanship of Ms. Supriya Tatkar. During the year, the committee iwith full attndance of all the members. The composition of the Nomination and Remunerat Committee as aMarch 3,2023 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	No. of meetings attended
			27.05.2022
Ms. Supriya Tatk ar	Independent Director	Chairman	Yes
Mr. Darshit Parikh	Executive Director	M ember	Yes
Mr. Haresh Sanghvi	Independent Director	M ember	Yes

The terms of referce of the Committee as per Companies A® and SEBI (LODR) 205, include the following:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a direc or ar recommend to the board of directors a policy relating to, the remuneration of the^- street managerial personnel and other employees;

• For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluite tl

balance of skills, knowledge and experience on the Board and on the basis of such evaluptkpare a description of

the role and capabilities required of an independent director. The person recommended to the Board for appointment ; an independent director shall have the capabilities identified in such description. For the purpose ofngenuiifyile candidates, the Committee may:

a) Use the services of an external agencies, if required;

b) Consider candidates from a wide range of backgrounds, having due regard to diversit y; and

c) Consider the timeommitments of the candidates. ¹

Name of Director	Category	Position in the committee	No. of meetings attended
			27.05.2022
Ms. Darshit Parikh	Independent Director	Chairman	Yes
Mr. Shripal Shah	Executive Director	M ember	Yes
Mr. Haresh Sanghvi	Independent Director	Member	Yes

The terms of reference of the Committee are:

• Resolving the grievances of the security holders of the listed entity including complaints rela ed t transfer/transmission of shares, -nemeipt of annual report, noraeceipt of declared dividends issue of new/duplicate certificates, general meetings etc.

• Review of measures taken for effective exercise of voting rights by shareholders.

• Review of adherence to the service standards adopted by the listed entity in respect of various services beir rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaim dividends and ensuring timely receipt of dividend warrants/annual reports/statutory nottihes shareholders of

the company.

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had n share tranefs pending as orM arch 3,2023 .

(d) Corporate Social Responsibility Committee:

The Corporate Social ResponsibilitCommittee, as per Section B&f Companies Act, 20B, under Chairmanship of Mr. Shripal ShalDuring the year, the committmet one (1) time with full attendance of all the members. Thmposition of the Corporate Social Respsability as at March 3} 2023 and details of the Members participation at the Meetings of the Committee are as unde r:

Name of Directors	Designation	Category	Number of meetings of CSR Committee held during year	Number of meetings of CSR Committee attended during year
Mr. Shripal Sh ah	Chairman	Executive Director	1	1
Mr. Shreyas Sh ah	Member	Director	1	1
Mr. Darshit Pare k	Member	Independent Director	1	1

The terms of reference of the Committee are:

• Formulate and recommend to the Board, a Corporate SoRalponsibility Policy which shall indicate the activities to oe undertaken by the company in areas or eubj specified in Schedule VII;

• Recommend the amount of expenditure to be incurred on the activities

• Monitor the Corporate Social ResponsibilityiPybf the company from time to time.

Ms. Chaitali Pansari, Company Secretary of the Company is the Compliance Officer.

19. BOARD’S PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its Committees idndl Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director bein evaluated. The Nomination Remuneration Committee also carried out evaluation of every director’s performance.

The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Ke functions of the Board and Cmittees, Responsibilities of the Board and Committees, etc. Evaluation parameteis of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to I erfor the Role, Time and Level of Participation, PerformaficDuties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance -oficNpemdent Directors, Chairman of the Board and the Board as a whol e.

20. CORPORATE SOCIAL RESPONSIBILITY

The Company has a Corporate Social Responsibility (n) Policy in place and the same can be accessed at website of th< company at www.escorpamc.co.in. The Company hadspent amount of Rs 5 lakh during the financial Year -2022owards Promoting health care incding preventive health card. he details about committee composition and terms of reference of committee are alreadyorovided above and the CSR report is attachetAaaexure ‘II’ to this report.

21. AUDITORS:

i. Statutory Auditors:

The Board has ^appointed M/s V. N. Purohit &Co., Chartered Accountants as the statutory auditors of the Compai for 2nd term of five consecutive years, from the conclusion⁴ ’oAfllhual General Meeting till the conclusion of the 1> Annual General Meeting to be held in thery2027, as approved by shareholders of the Company

ii. Secretarial Auditor:

Pursuant to the provisions of Section 201 of the Companies Act, 20B and The Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 204, the Company has appointedNG & CO., a firm of Company Secretaries in Practice (CP No. 808), to undertake the Secretarial Audit of the Company for 20Ke -EBY.The Secretarial Audit Report for EEY -2B is annexed herewith agAnnexure III”.

iii. Cost Auditor:

Your Companyis principally engaged into Portfolio Management Business and Proprietary InvestmeistrarBE, securities and fundTherefor,eSection 18 of the Companies Act, 20B is not applicable to the Company

iv. Internal Auditor:

The Board of Directors, based one tihecommendation of the Audit Committee and pursuant to the provisions of se ction B8 of the Act read with the Companies (Accounts) Rules, 201, hasappointed M/s Gaurav Shiv &CC,hartered Accountants, Delhi (ERN No. CB23 22N) as the Internal Audifoaoua Compandor the financial year 20-23 . The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the A Committee and Board from me to me.

22. AUDITOR’S REPORT:

The Auditor’s Report and Secretarial Auditor’s Report does not contain any qualifications, reservations or adverse remarks.

Report of the Secretarial Auditor is given as an Annexure which forms part of this report.

23. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) &(D) of the Companies Act, 20B, a Vigdechanism for Directors an! Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company ahttp//www.escorpamc.co.i.

24. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section B8 read with read with rules made therethndBoard has appointeM/s Gaurav Shiv &Co, Chartered Accountaptas an Internal Auditors of the Company to check the internal controls and functioning of th activities and recommend ways of improvemenT.he Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequatT.he Internal Audit is carried out quarterly basis; the report is placed in the AudiCommittee Meeting and the Board Meeting for their consideration and direction.

During the year under review, no material or serious observation has been received from the Internal Auditors of Company for inefficiency or inadequacy of such controls.

25. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks i lvolve in its busines as part of its risk management poliYour Company also takes all efforts to titainmployees from time to time to handle and minimize these risks.

26. LISTING WITH STOCK EXCHANGES:

Escorp AsseManagementLimited is listed on the SME Platform of the BSE Limited. It has paid the Annual Listing g F ees the year 2023 -2024 to BSE Limited.

27. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS)-viZ..SSSS-2 on Meetings of the Board ol Directors and General Meetings respectively.

28. ²PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 &Rule 5 of the Companies (Appointment and Remuneration of Mamgerial Personnel) Rules, 204 is given below.

a) The median remuneration of employees of the Company duthe financial year was R4700

b) Percentagelecreasein the median remuneration of employees in the financial 202&r-23 : - (9167%)

c) Number of permanent employees on the rolls of the Company ad anch 3) 2023 : 3 (Thre):

d) It is hereby affirmed that the remuneration paid during the year ishasRjemuneration policy of the Company.

e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2®.

There was no employee in the Company who drew remuneration of R®,CCpiy - per annum during the period under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment am Remuneration) Rules, 204.

29. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 20B the Company has adopOHdnfing policies which are available onts websit e http://www.escorpamc.co.in

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy - Company shall consider on adoption of alternate source of energy as and when necess ities.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology absorption

a) The efforts made towards technology absorption. - M inimum technology rquired for Business is absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable .

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - N otApplicable.

a. the details of technology imported;

b. the year of impor t;

c. whether the technology been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable .

iv. Foreign exchange earnings and Outgo - Not Applicable .

31. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made, guarantees given and securities provided are provided financial statements .

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were i ordinary course of business and on amar length basis. Thus Disclosure in form AOC-2 is not required. F urther, during t Le year, the Company had not entered into any contract / arrangentantn s/action with related parties which could lie considered material in accordance with the policy o£ Company on materiality of related party transactions. All relited party transactions are placed before the Audit Committee and Board for approval. The details of the related party? transact as required under Indian Accounting Standard (INS) - 24 are set out irNoteto the financial statements forming part of this Annual Repor t.

33. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

34. PREVENTION OF INSIDER TRADING:

In compliance with th provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised “Code of Conduct for Prevention of Insider Trading” (“the Insider Trading Code”). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of th Company. During the year, the Company has also adopted the CcflePoactice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“the Code”) in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Company’s website http://www.escorpamc.co.i.

35. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the FY were in the ordinary cour business and on an arm’s length pricing basis and do not attract the provisions of Section B8 of the Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the inter est o Company.

36. FRAUD REPORTING

There have been no frauds reported by thelitAns of the Company to the Audit Committee or the Board of Directors under sub-section (E) of section 43 of the Companies Act, 20B during the financial year.

37. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed bRehelators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in placan Ant-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment o Women at the Workplace (Prevention, Prohibition &Redressal) Act, 20Band an Internal Complaints Committee ha; been set up to redress complaints received regardinguSl Harassment at workplace, with a mechanism of lodging & redress he complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of2Sf;cfienual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 20B read with Rules there under, the Company has not received any compl; int of sexual harassment during the year under review.

39. HUMAN RESOURCES:

Your Company has slablished an organization structure that is agile and focused on delivering business results. With regul communication and sustained efforts it is ensuring that employees are aligned on common objectives and have the rigt information on businses evolution.

40. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20B exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since th equity share capital of your Company is listed exclusively on the PMform oBSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirMtaiEntCorporate Governance Report, BusinesseSponsibility Report etc. are not applicable to the Company.

41. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section B4(5) of the Companies Act, 20B, the board of directors, to the best of their knowledge and ability, confirm that:

i. In the preparation fo the annual accounts, the applicable accounting standards lbeva followed and there are no material departure s.

ii. They have selected such accounting policies and applied them consistently and made judgment ssstimate sthat are reasonable and prudento as to give a true and fair view of the state of affairsQompftny at the end of the financial year and of the profit of the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance wii the provisions of the Act for safeguardingatslsetsof the Company and fopreventing and detectingraud and other irregularities.

iv. They have prepared the annual counts on a going concern basi s.

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating afftively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews perfbrmec management and the relevant board committees, including the aicditimittee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2022 -2B .

42. INTERNAL FINANCIAL CONTROLS:

Based on the framework of internal financial controls and compliance syestaiiisi shed and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews perfbrmec management and the relevant board committees, including the audit committee, the board the ofpinion that the Company’s internal financial controls were adequate and effective during the financial year 2022 -2B .

43. GENERAL

There were no transactions with respect to following matters during t he year:

1. There are no proceedings pending unders tlnsolvency and Bankruptcy Code, 20b

2. There was no instance of ofiime settlement with any Bank or Financial Instit ution.

44. CAUTIONARY STATEMENTS:

Statements in thAnnual Report, particularly those which relate to Management Discussion and Anaslysxplained in the Corporate Governance Report, describing the Company’s objectives, projections, estimates and expectations may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

45. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for the assistance-operation received from the Financial Institions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, stal and workers of the Company. The Directors express their gratitude towards each one of them.

Registered Office: On Behalf of The Board Of Directo

60, Khatau Building, Gr ound F loor , FOR ESCORP ASSET MANAGMENT LIMITED

Alkesh Dinesh Modi Mar g,

Fort, Mumbai- 400 001 . ^Sd/-

Tel : 022 - 62b 6999 ^Shnpai ^Shah

„ __ ____ . (Chairman &Executive Director

^{Fax: 022} - ²²⁶³ 0434 DIN: 0628855

^CIN: LFE^mH20IPL^c2B⁴⁵1 Mumbai, Wednesday, August 3(B0 23

Website: http://www.escorpamc.co.in Email: [email protected]

1

Formulation ofcriteria for evaluation of performance of independent directors and the board of directors;

• Devising a policy on diversity of board of directors;

• Identifying persons who are qualified to become directors and who may be appointed in senior management in

accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

• Whether to extend or continue the term of appointment of the independent director, on the basis of the report

performance evaluation of indepndent directors .

• Recommend to the board, all remuneration, in whatever fepayable to senior management.

The Company has formulated a Remuneration Policy whachiriexed to the Board’s Report in “Annexure I”.

(c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 78 (5) of Companies Act, 203, continued working under Chairmanship of Mr. Darshit ParThe Committee is governed by a Charter, which is in line with the regulatory requirements mandated by t hCompanies Act, 203. During the year, the committee mete time with full attendance of all the members. The composition of the Stakeholders Relatipifibnimittee as aMarch 3} 2023 and details of the Members participation at the Meetings of the Cottieiai are as under:

2

Since the Executive Directors and KMP’s of the company are on the payroll of Aryaman Financial Services Limited (Holding Company) and do not draw any remuneration in Escorp Asset Management Limited only employee remuneration median is calculated.