Hi-Green Carbon Ltd Directors Report

To the Members,

Directors of your Company are pleased to present herewith their 14th Annual Report together with the Audited Standalone and Consolidated Financial Statements for the Financial Year 2024-25 and report of Auditors thereon.

Financial Summary:

Particulars	Standalone
	2024-25 (Rs. In Lakh)	2023-24 (Rs. In Lakh)
Revenue from Operation	8834.68	7024.70
Other Income	207.57	36.26
Total Revenue	9042.25	7060.96
Expenses other than Interest and Depreciation	7020.77	5236.22
EBITDA	2021.48	1824.74
Depreciation	581.24	308.03
Finance Cost	125.32	116.54
Profit before Tax (PBT)	1314.92	1400.17
Tax Current Tax	255.42	392.22
Expense Deferred Tax	2.26	(19.60)
Profit after tax (PAT)	1057.24	1027.55

 

Particulars	Consolidated
	2024-25 (Rs. In Lakh)	2023-24 (Rs. In Lakh)
Revenue from Operation	9678.53	7024.70
Other Income	207.53	36.27
Total Revenue	9886.06	7060.97
Expenses other than Interest and Depreciation	7767.53	5236.23
EBITDA	2118.53	1824.74
Depreciation	628.02	308.03
Finance Cost	138.25	116.54
Profit before Tax (PBT)	1352.26	1400.17
Tax Current Tax	255.42	392.22
Expense Deferred Tax	(16.07)	(19.60)
Profit after tax (PAT)	1112.91	1027.55

Operational Results and State of Companys Affairs:

We are pleased to present the financial performance of the Company for the reporting period. The company has reported a standalone revenue of Rs. 8,834.68 Lakhs, reflecting a significant increase from Rs. 7,024.70 Lakhs in the previous year, which represents a noteworthy growth of 25.76%. This increase can be attributed to the successful commencement of production at the second tyre pyrolysis plant located in the Dhule district of Maharashtra. Furthermore, there has been an improvement in EBITDA, which stands at Rs. 2,021.48 Lakhs, compared to Rs. 1,824.74 Lakhs from the previous year. The company achieved a profit after tax of Rs. 1,057.24 Lakhs, which remained consistent with the previous years performance.

The consolidated revenue reached Rs. 9,886.06 Lakhs, with a profit after tax amounting to Rs. 1,112.91 Lakhs. It is important to note that this consolidated revenue is solely attributable to subsidiary company, Samsara Recycling Private Limited, as both Shantol Recycling Private Limited and Green Valley Hydrocarbon Private Limited had not commenced operations by the conclusion of the financial year.

Dividend:

The Board of Directors does not recommend any dividend for the year 2024-25. Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

Amount Transferred To Reserve:

During the year under review, the Company has not transferred any amount to Free Reserve.

Change in the nature of business of the Company:

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

Details as to holding, subsidiary, associate, joint venture:

RNG Finlease Private Limited (RNG for brevity) is the Holding Company of your Company at the beginning and at the end of the financial year and Shantol Recycling Private Limited is a subsidiary company at the beginning and at the end of the financial year.

While Green Valley Hydrocarbon Private Limited is incorporated as a Subsidiary Company of Hi-Green Carbon Limited on August 06, 2024, and the Company acquired 100% of Samsara Recycling Private Limited and has become Wholly Owned Subsidiary Company with effect from October 01, 2024.

Other than this, Company does not have any subsidiary, associate or joint venture Company either at the beginning or end of the year under report and none of the Company has become or ceased to be holding, subsidiary, associate or joint venture Company of your Company.

Share Capital

The Authorized Share Capital of the Company is Rs. 25,00,00,000/-(Rupees Twenty Five Crores only) divided into 2,50,00,000 (Two Crore Fifty Lacs) equity shares of Rs. 10/- each.

The Issued, Subscribed and Paid Up Capital of the Company as on March 31, 2025 was Rs. 24,99,00,000/- (Rupees Twenty Four Crores Ninety Nine Lacs) divided into 2,49,90,000 Equity Shares of Rs. 10/- each.

Material changes and commitments, if any, affecting financial position:

There was no material change or commitment, in between balance sheet date and date of this Report, which may affect financial position of the Company except that as stated earlier the Company has been in the process of coming out with its maiden public offer.

Web Link of Annual Return:

Annual Return of the Company in Form MGT-7 once filed with RoC, the same shall be placed on the website of the Company at www.higreencarbon.com as required under section 92(3) of the Act.

Investor Education and Protection Fund (IEPF):

During the year under review, there were no instances incurred pursuant to which Company would require to transfer any amount to Investor Education and Protection Fund. Hence no reporting under this is required.

Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), 2015, the company has vigil mechanism in the form of Whistle Blower Policy for their Directors and employees to report genuine concerns or grievances to deal with instances of fraud or mismanagement.

Disclosure as to deposits covered under Section 73 or 76 of the Act:

Sr. No. Particulars	Amount
1 Deposit Accepted During the year (See below note)	NIL
2 Deposit Remained unpaid or unclaimed at the end of the year	NIL
3 Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved.	N.A.
At the beginning of the year.	N.A.
Maximum During the year.	N.A.
At the end of the Year.	N.A.
4 Details of deposits which are not in compliance with the requirements of chapter V of the Act	NIL

Note: During the year under report Company has accepted only Inter Corporate Deposits which are disclosed in Note No. 6 to the Financial Statements as required by virtue of proviso to Rule 2 (1) (c) (viii) of the Companies (Acceptance of Deposits), Rules, 2014

Particulars of Loans, Guarantees or Investments under Section 186 of the Act:

The particulars of loans given, guarantees given, investments made, and security provided under Section 186 of the Companies Act, 2013, if any, have been disclosed in the financial statements, which also form part of this report.

Details of Loans provided and investments made are given below:

Particulars	Opening Balance	Increase	Decrease	Balance
Loan	43.80	1226.95	27.00	1243.75
Investment	500.00	170.51	--	670.51

Directors and Key Managerial Personnel

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your company has the following Directors on its Board:

Sr. No. Name of Director & KMP	Designation
1 Shaileshkumar Vallabhdas Makadia (DIN: 00593049)	Chairman
2 Amitkumar Hasmukhrai Bhalodi(DIN : 00410150)	Managing Director & CFO
3 Nirmalkumar Karshandas Sutaria (DIN: 05208299)	Whole Time Director
4 Krupa Chetankumar Dethariya (DIN: 02911845)	Director
5 Shaileshbhai Durlabhjibhai Sagpariya (DIN: 10068422)	Independent Director
6 Parashar Kishorbhai Vyas (DIN: 10068419)	Independent Director
7 Narendra Kantilal Patel (DIN: 03164191)	Independent Director
8 Sagar Dhirubhai Siyani(PAN: IPAPS4148E)	Company Secretary & Compliance Officer

During the year there were no changes took place in the composition of the Board.

Board Meetings and participation of directors at Board Meetings

Details of Board Meetings held during the FY 2024 - 25 and attendance of directors thereat are as under:

Date of Meeting	Attendance of Directors at Board Meetings
	No. Directors entitled to attend meeting	No. of Directors attended the Meeting
04-05-2024	7	7
18-05-2024	7	5
04-07-2024	7	4
19-09-2024	7	5
30-09-2024	7	5
13-11-2024	7	5
08-03-2025	7	7

Number of Board meeting attended by Director:

Sr. No. Name of Director	No. of Meeting Entitled	No. of Meeting Attended
1 Shaileshkumar Vallabhdas Makadia	7	7
2 Amitkumar Hasmukhrai Bhalodi	7	7
3 Nirmalkumar Karshandas Sutaria	7	6
4 Krupa Chetankumar Dethariya	7	7
5 Shaileshbhai Durlabhjibhai Sagpariya	7	7
6 Parashar Kishorbhai Vyas	7	2
7 Narendra Kantilal Patel	7	2

All the said Board Meetings were convened and held and proceedings thereof were recorded and signed in compliance of applicable provisions of the Act and Secretarial Standards (SS - 1).

Annual evaluation of Boards Performance

The evaluation framework for assessing the performance of the Directors of the Company comprises of contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of the Company, amongst others.

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by Independent Directors.

Policy on Directors Appointment and Remuneration:

The Nomination and Remuneration Committee is entrusted with the responsibility of identifying and ascertaining the integrity, qualification, expertise, and experience of the person for appointment as Director, KMP or at Senior Management level and recommending their appointment for the consideration of the Board.

The Company has drawn up Nomination and Remuneration policy in line with the requirement of Section 178 of the Companies Act, 2013. The Policy interalia provides that a person should possess adequate qualification, expertise, and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position

Extract of the policy are available on the Companys website www.higreencarbon.com

Directors Responsibility Statement:

In pursuance of the provisions of Section 134 (3) (c) and 134 (5) of the Act, the directors of your Company state that:

• in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

• the directors had 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 and cash flow of the Company for that period;

• the directors had taken proper and sufficient care for 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;

• the directors had prepared the annual accounts on a going concern basis;

• the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

• The directors have ensured compliance with provisions of all applicable laws.

Independent directors declaration:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the rules made thereunder and Listing Regulations.

Familiarisation program for independent directors:

The familiarisation program seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes, and about the overall functioning and performance of the Company.

Audit Committee:

The Audit Committee of the Board is responsible for oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, adequate and credible; and for reviewing the annual financial statements before submission to the Board. The Committee periodically reviews the adequacy of internal control systems.

The Audit Committee holds discussions with the Statutory Auditors on the Limited Review" of the half yearly, the yearly Audit Plan, matters relating to compliance of Accounting Standards, their observations arising from the annual audit of the Companys accounts and other related matters.

The Audit Committee is presented with a summary of internal audit observations and follow up actions thereon. The terms of reference of Audit Committee includes the matters prescribed under Section 177 of the Companies Act, 2013 read with SEBI (LODR) Regulation, 2015.

The Company Secretary acts as the Secretary to the committee. The composition of the Audit Committee as at March 31, 2025:

Name of the Directors	Designation	Nature of Directorship
Shileshbhai D. Sagpariya	Chairman	Independent
Narendra K. Patel	Member	Independent
Krupa C. Dethariya	Member	Non-Executive

During the year under review 4 (Four) Meetings of Audit Committee were held.

Stakeholders Relationship Committee

Pursuant to Section 178(5) of the Companies Act, 2013, the Board duly constituted Stakeholder Relationship Committee to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc.

Name of the Directors	Designation	Nature of Directorship
Mr. Shaileshkumar V. Makadia	Chairman	Non-Executive Director
Mr. Shileshkumar D. Sagpariya	Member	Independent Director

Nomination and remuneration committee.

Pursuant to Section 178(3) of the Companies Act, 2013, the Board duly constituted Nomination and Remuneration Committee and have laid down the following criteria:

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

• Formulation of criteria for evaluation of performance of independent directors and the Board.

• Devising a policy on Board diversity

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

• Recommending the remuneration, in whatever form, payable to the senior management personnel.

• Determining 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.

• Perform such functions as are required to be performed by the NRC committee under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

• Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee.

• The composition of NRC as on March 31, 2025:

Name of the Directors	Designation	Nature of Directorship
Mr. Parashar K. Vyas	Chairman	Independent Director
Mr. Shaileshbhai D. Sagpariya	Member	Independent Director
Mr. Shaileshkumar V. Makadia	Member	Non-Executive Director

During the year under review, 2 (Two) Meetings of NRC were held.

Particulars of employee:

In terms of the provisions of Section 134, 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the details of the employees drawing remuneration in excess of the limits set out in the said rules and relevant disclosures pertaining to the remuneration and the other details are provided in the "Annexure-I" forming part of the Annual Report.

Particulars of related party transaction referred to in Section 188 (1) of the Act:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large.

Your directors draw your attention to the notes to the financial statements for detailed related parties transactions entered during the year. Accordingly, as per the provisions of Section 188 of the Act, required approvals of the Board or Members / Shareholders have been obtained for material transactions.

The disclosures as to Related Party Transactions covered u/s 188 (1) of the Act are given in Form AOC- 2 marked as Annexure - II.

Extract of the related party Transaction policy are available on the Companys website www.higreencarbon.com

Statutory Auditors:

M/s. J C Ranpura& Co., (FRN 108647W), Chartered Accountants has been appointed as Statutory Auditors of the Company for the Term of Five Years starting from Annual General Meeting held for Financial Year 2022-2023 till the conclusion of Financial Year 2027-28.

The Statutory Auditors has issued Audit Report with unmodified opinion on Standalone and Consolidated Financial Statements of the Company for the financial year ended on March 31, 2025. The notes on the Financial Statements referred to in the Audit Report are self-explantory and therefore, do not call for any further explanation or comments from the Board under Section 134 (3) (f) of the Companies Act, 2013. Report of the Auditors along with Annexures for the financial year ended 31st March 2025, is enclosed to the Boards report, which forms part of this Integrated Annual Report.

Internal Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Internal Audit of functions and Activities of the Company was taken by the M/s. P. N. Rangani & Associates, Rajkot (FRN: 155863W, Membership No. 602392).

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS Piyush Jethva (ICSI Membership No. F6377}, a practicing Company Secretary, Rajkot, appointed to conduct Secretarial Audit of the Company for the Financial Year 2024-25.

Report of Secretarial Auditor in prescribed Form MR-3 annexed herewith as Annexure - III. Explanations on qualifications/ adverse remarks contained in the audit report:

Statutory Auditors:

Remark 1: The Auditors stated in their Report that the Company has not provided for interest due and payable to suppliers falling under the Micro, Small and Medium Enterprise Development Act, 2006, which is contrary to the provisions of the said act.

In this regards, Board likes to state that the company usually settles the outstanding of MSME suppliers within 45 days only, except for those suppliers with whom agreed terms of payments are more than 45 days. Hence, no provision is made as to interest for delayed payment to MSME suppliers.

Remark 2: As stated in Clause (iv) of the CARO Report of the Auditors, Company has complied with the provision of Section 185 & 186 of the Companies Act, 2013, except sub-section 7 of the Section 186.

Board would like to clarify that the Company provided loans to its wholly owned subsidiary company, i.e. Shantol Recycling Private Limited only. As mutually agreed by both the parties, interest on the said loan will be collected at the time of full repayment of the loan by the Subsidiary Company. Further, there is no financial impact of the interest in the accounts of the Company as Shantol Recycling Private Limited is wholly owned by the Hi-Green Carbon Limited.

Secretarial Auditors:

Remark: The company yet to file forms MSMEs as on 31.03.2025. Further some forms were filed late by time with additional fees.

Company has filed Form MSMEs for the Half year ended on 31.03.2025 & 30.06.2024 after the closure of the Financial Year 2024-25.

Details in respect of fraud reported by Auditor u/s 143 (12) of the Act:

No fraud was noticed by the Auditors under Section 143(12) of the Companies Act, 2013.

Risk Management Policy:

Except the market risk involved in every business, the Board of Directors does not foresee any inherent or foreseeable external risk involved in business of the Company which may threaten the existence of the Company.

The Risk Management Policy of the Company consists of identifying those market risks which includes availability and pricing of raw materials, competitors in the markets, fluctuation in forex rates, technological changes and upgradation etc. and remedial actions to overcome those risk factors. In the opinion of the Board, the risk management policy of the Company has been working effectively.

Internal Controls including internal financial control:

The Directors wish to state that the Company is having adequate internal control and internal financial control system that commensurate with the size and nature of business. Almost all financial and other operational activities are under the direct supervision of the Directors leaving no scope for any manipulation, fraud or other irregularities. The Board reviews the internal control policy of the Company and in the opinion of the Board, the internal control and internal financial control policy of the Company have been operating effectively leaving no scope for any operational or financial irregularities including fraud.

Conservation of energy, technology absorption, foreign exchange earnings and outgo: Conservation of Energy:

(a) Steps taken for conservation of energy	NIL
(b) Impact on conservation of energy	N.A.
(c) Steps taken by Company for utilizing alternate sources energy	NIL
(d) Capital investment on energy conservation equipments	NIL

Technology absorption:

(a) Efforts made towards technology absorption	All the plants, machinery or other technology purchased by the Company from time to time are put to use. However, benefits in terms of product improvement, product development or reduction in cost etc. cannot be quantified.
(b) Benefits derived like product improvement, cost reduction, product development or import substitution
(c) Expenditure incurred on Research and Development	Nil
(d) Imported Technology	Nil

Foreign Exchange Earnings and Outgo:

Sr. No. Particulars	Current Year	Previous Year
(a) Foreign exchange earnings	Rs. 225.53 Lakhs	Rs. 120.05 Lakhs
(b) Foreign exchange outgo	Rs. 46.71 Lakhs	Rs. 30.32 Lakhs

Management Discussion & Analysis Report

The Management Discussion & Analysis Report is attached as Annexure IV and forms a part of this report.

Cost accounting records under section 148 of the Act:

Since company has crossed the turnover of Rs. 35 Crore during previous financial year and products of the company fall under the products specified by the central government for which maintenance of cost records under section 148 of the Act read with rules framed thereunder are mandatory. Company maintained such cost records as mandated u/s 148 of the Act.

Policy on Corporate Social Responsibility (CSR):

In accordance with the provisions of Section 135 of the Act, Company required to frame a Corporate Social Responsibility Policy indicating the activities to be taken by the company as specified in Schedule VII to the Act, to recommend the amount of expenditure to be incurred on such activities, action plan, and to monitor the Corporate Social Responsibility Policy of the Company from time to time.

Details of Corporate Social Responsibility is given under the separate section as Annexure V and form part of this report.

Details of significant and material orders passed by the regulators or courts or tribunals:

No order was passed by any Regulator or Court or Tribunal, during the year 2024 - 25, which may impact on going concern status and Companys operations in future.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The said code of conduct is in line with SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended time to time.

The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

Other Statutory Disclosure:

a) Equity Shares with Differential Rights: Since your Company has not issued Equity Shares with Differential Rights, no disclosure under Rule 4 (4) of the Companies (Share Capital and Debenture) Rules, 2014, are required to be made in this report.

b) Sweat Equity Shares: Since your Company has not issued Sweat Equity Shares, no disclosure under Rule 8 (13) of the Companies (Share Capital and Debenture) Rules, 2014 are required to be made in this report.

c) Employee Stock Option/Purchase Scheme: Since your Company does not have any Employee Stock Option/Purchase Scheme and has not issued any shares under any such scheme, no disclosure under Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014 are required to be made in this report.

d) Disclosure under Rule 16 (4) of the Companies (Share Capital and Debenture), Rules, 2014:

Since your Company has not provided for any money or has given any financial assistance to the employees for purchase of shares of your Company, no disclosure under the said Rule is required to be made in this report.

e) Buy back of securities: Since the Company has not bought back any shares during the year, no disclosure relating to buy back required to be made in this report.

f) Loan for purchase of own shares: Company has not provided any loan for the purchase of its own shares in violation of section 67 of the Act.

g) Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has always fostered a safe and inclusive work environment for all employees. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee (ICC) at all its workplace locations.

The Company has adopted a Prevention of Sexual Harassment Policy that ensures protection against sexual harassment and provides a framework for addressing complaints in a gender-neutral and confidential manner.

During the Year under review:

a) number of complaints of sexual harassment received in the year- NIL

b) number of complaints disposed of during the year- NA

c) number of cases pending for more than ninety days-NA

The Policy is available on the Companys website at www.higreencarbon.com

h) Compliance to the provisions relating to the Maternity Benefits Act, 1961

Company is in Compliance with the Maternity Benefit Act, 1961. However, no maternity benefit was claimed during the year

i) Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016: During the year under report, no application or any other proceedings under the IBC, 2016 is made by or against the Company, no such proceedings is pending at the end of the Financial Year 2024-25.

j) Revision in Financial Statements or Directors report: Company has not initiated any process under section 131 of the Act for revision in financial statements or Boards Report.

k) Directors Remuneration: Remuneration paid to Directors is disclosed in Note No. 36 to Standalone Financial Statements.

Appreciation:

The directors would like to take this opportunity to express their sincere gratitude to the Companys shareholders, employees, customers, vendors, investors, and members for their unwavering support and encouragement. The commitment and proactive contributions of our employees have significantly contributed to the Companys ability to maintain its leadership position in the industry. Furthermore, the directors extend their acknowledgment and thanks to the Government of India and the relevant government departments and agencies for their continued cooperation, which has been essential in fostering a conducive environment for growth and innovation. Moving forward, we look forward to building upon these relationships to achieve even greater success together.

By the order of Board of Directors
For, Hi-Green Carbon Limited		Date: September 04, 2025
SD/-	SD/-	Place: Rajkot
Amitkumar H. Bhalodi	Shaileshkumar V. Makadia
Managing Director & CFO	Non-Executive Chairman
DIN: 00410150	DIN: 00593049