To,
The Members,
ESCORP ASSET MANAGEMENT LIMITED,
The Directors are pleased to present to you the Fifteenth Annual Report on the Business
and Operations of Escorp Asset Management Limited ("The Company") and the
Accounts for the financial year ended March 31, 2026 (period under review).
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The summary of the financial performance for the financial year ended March 31, 2026,
and the previous financial year ended March 31, 2025, is given below:
Particulars |
March 31, 2026 |
March 31, 2025 |
Total Income |
443.74 |
1959.74 |
| Less: Expenditure |
78.46 |
47.48 |
Profit before Depreciation |
365.28 |
1912.26 |
| Less: Depreciation |
0.26 |
0.13 |
Profit before Tax |
365.01 |
1912.13 |
| Provision for Taxation |
66.88 |
283.74 |
Profit after Tax |
298.13 |
1628.40 |
Other Comprehensive Income |
(12.52) |
108.45 |
Total Comprehensive Income |
285.61 |
1736.85 |
Earnings Per Share (Face value Rs 10 per equity share) |
|
|
(1) Basic |
2.68 |
14.65 |
(2) Diluted |
2.68 |
14.65 |
The Financial Statements of the Company for the financial year ended March 31, 2026,
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 443.74 lacs for the year ended March 31, 2026,
as against 1959.74 lacs in the previous year. The Company reported a net profit of 298.13
lacs for the year ended March 31, 2026, compared to a net profit of 1628.40 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 Obligations
and Disclosure Requirements) 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 2025-26.
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.
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 Companies Act, 2013, the Nomination and
Remuneration Policy of the Company is available on the website of the Company at
https://www.escorpamc.co.in/03/Escorp_Remuneration-Policy.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, 2026, 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/Escorp_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.
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. Shreyas Shah, Director of the Company, will retire by
rotation at the ensuing 15th 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. Shreyas 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 25, 2026, 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) Ms. Bhoomi Shah - Company Secretary and Compliance Officer.
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 Companies Act, 2013, along with Rules framed thereunder and Regulation 16(1)(b) of
listing regulations.; 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 at its meeting held on July 18, 2026 has appointed Mr. Ronak Jain (DIN:
07128477) and Mr. Arkesh Ayyagari (DIN: 11836458) as an Additional Non- Executive
Independent Director of the Company for a term of five (5) consecutive years w.e.f. July
18, 2026, not liable to retire by rotation, subject to the approval of shareholders. The
brief resume of Mr. Ronak Jain and Mr. Arkesh Ayyagari are furnished in Annexure-A to the
notice of the ensuing Annual General Meeting.
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 6 times on the following dates. The details
of which are given in the Corporate Governance Report annexed to this report as "Annexure
VI". 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:
|
|
Attendance |
Date of Meeting |
Total No of Directors as on the date of the meeting |
No. of Directors attended |
% of Attendance |
| April 29, 2025 |
5 |
5 |
100% |
| August 06, 2025 |
5 |
5 |
100% |
| August 22, 2025 |
5 |
5 |
100% |
| November 10, 2025 |
5 |
5 |
100% |
| February 12, 2026 |
5 |
5 |
100% |
| March 23, 2026 |
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, 2026, and details of the Members'
participation at the Meetings of the Committee are as follows:
|
|
Meetings |
Attendance at the Audit Committee Meetings held |
Name of Director |
Position in the committ ee |
Held and entitled |
Attende d |
29.04. 2025 |
06.08. 2025 |
on. 22.08. 2025 |
10.11. 2025 |
12.02. 2026 |
23.03. 2026 |
| Mr. Darshit Parikh (Independent Director) |
Chairma n |
6 |
6 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
| Mrs. Supriya Tatkar (Independent Director) |
Member |
6 |
6 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
| Mr. Shripal Shah (Whole Time Director) |
Member |
6 |
6 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
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, 2026, and details
of the Members' participation at the Meetings of the Committee are as under:
|
|
Meetings |
Attendance at the Remuneration Committee held |
Name of Director |
Position in the committee ii |
Held and entitled |
Attended |
on 29.04.2025 |
| Mrs. Supriya Tatkar (Independent Director) |
Chairman |
1 |
1 |
Yes |
| 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 "AnnexureI".
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, 2026, and details of the Members'
participation at the Meetings of the Committee are as follows:
|
|
Meetings |
Attendance at the Stakeholders' |
Name of Director |
Position in the committee |
Held and entitled |
Attended |
Relationship Committee held on 29.04.2025 |
| 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.
Resolving grievances of debenture holders related to creation of charge,
payment of interest/principal, maintenance of security cover and any other covenants.
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, 2026.
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 Corporate Social Responsibility Committee as of March 31, 2026, and
details of the Members' participation at the Meetings of the Committee are as under:
|
|
Meetings |
|
Name of Director |
Position in the committee |
Held and entitled |
Attended |
Attendance at the Corporate Social Responsibility held on 22.08.2025 |
| Mr. Shripal Shah (Whole Time Director) |
Chairperson |
1 |
1 |
Yes |
| Mr. Shreyas Shah (Executive Director) |
Member |
1 |
1 |
Yes |
| Mr. Darshit Parikh (Independent Director) |
Member |
1 |
1 |
Yes |
There were no changes that took place in the composition of the Corporate Social
Responsibility 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 Corporate Social Responsibility 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. v. INFORMATION TECHNOLOGY
COMMITTEE
The Information Technology Committee is constituted under the Chairmanship of Mr.
Shripal Shah. The composition of the Information Technology Committee as of March 31, 2026
are as under:
Name of Director |
Category |
Position in the committee |
| Mr. Shripal Shah |
Whole Time Director |
Chairperson |
| Mr. Adinath Bhuwad |
IT Head |
Member |
| Mr. Shreyas Shah |
Executive Director |
Member |
The terms of reference of the Information Technology (IT) Strategy Committee are
aligned with the provisions of the Cyber Security and Cyber Resilience Framework. The
Committee, inter alia, assists the Board in providing strategic oversight of the Company's
information technology strategy, digital transformation initiatives, technology governance
framework, and cyber security posture, while ensuring compliance with applicable
regulatory requirements.
The Committee's key responsibilities include:
Overseeing the Company's Information Technology strategy, governance
framework, and digital transformation initiatives.
Reviewing the adequacy, effectiveness, resilience, and security of the
Company's IT infrastructure, systems, applications, and technology resources.
Monitoring the Company's cyber security framework, information security
practices, data protection measures, and compliance with applicable laws, regulations, and
regulatory requirements.
Reviewing IT risk management practices, business continuity and disaster
recovery arrangements, vulnerability assessments, cyber security audits, and the
implementation of corrective actions.
Overseeing significant IT projects, technology investments, and digital
initiatives, including monitoring their implementation, progress, and effectiveness.
Reviewing major IT incidents, system outages, cyber security events, and
the adequacy of the management's response and remediation measures.
Reviewing IT policies, the technology governance framework, and the
performance of critical IT service providers, vendors, and strategic technology partners.
Performing such other roles, responsibilities, and functions as may be
delegated by the Board or as may be required under applicable laws, rules, regulations,
and regulatory guidelines.
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 during the year.
The performance evaluation of the Independent Directors, i.e., Mr. Darshit Parikh, Ms.
Supriya Tatkar, and Mr. Haresh Sanghavi, was also carried out during the year and the
performance evaluation of the newly appointed independent directors Mr. Ronak Jain and Mr.
Arkesh Ayyagari was done at the time of their appointment.
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/Escorp_CSR%20policy.pdf
During the financial year 2025-26, 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. 27,50,000/- 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. 27,50,000/- 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 Companies Act
2013, read with the Companies (Corporate Social Responsibility) Rules, 2014, is attached
herewith as 'Annexure V' to this Report.
23. 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 2nd term of five consecutive years, from the
conclusion of the 11th Annual General Meeting till the conclusion of the 16th
Annual General Meeting to be held in the year 2027, as approved by the 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. LLP., a firm of Company Secretaries in Practice (CP No. 8108), to
undertake the Secretarial Audit of the Company for the F.Y. 2025-26. The Secretarial Audit
Report for F.Y. 2025-26 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 Companies Act, 2013 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 2026-27 & 2027-28. 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/Escorp_Whistle-Blower-and-Vigil-Mechanism-Policy.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
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 2025-26.
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:
The Company is listed on BSE Limited (Main Board) with effect from May 08, 2025. It has
paid the Annual Listing Fees for the financial year 2026-27 to BSE Limited.
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.
2,78,385/- b) Percentage increase/decrease in the median remuneration of employees in the
financial year 2025-26: 14 % c) Number of permanent employees on the rolls of the Company
as on March 31, 2026: 6 (Six) 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 2025-26 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 six 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, 2026.
Male Employees: 1
Female Employees: 5
Transgender Employees: 0
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:
Pursuant to Listing regulation, the Report on Corporate Governance during the period
under review, with the Certificate issued by M/s JNG & Co. LLP, Practicing Company
Secretaries, on compliance in this regard, forms part of this Annual 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 2025-26.
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, 2026, 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, 2026.
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/- |
| Fax: 022 2263 0434 |
Shreyas Shah |
CIN: L17121MH2011PLC213451 |
Director |
Website: https://www.escorpamc.co.in/ |
Din: 01835575 |
Email: info@escorpamc.co.in |
Tuesday, 11 August, 2026 |
|
Sd/- |
|
Shripal Shah |
|
Director |
|
Din: 01628855 |
|
Tuesday, 11 August, 2026 |
|