Hi-Green Carbon Ltd Directors Report

To the Members,

Directors of your Company are pleased to present herewith their 15th Annual Report together with the Audited Standalone and Consolidated Financial Statements for the Financial Year 2025-26 and report of Auditors thereon.

Financial Summary:

		Standalone
		2025-26	2024-25
Particulars
		(Rs. In	(Rs. In
		Lakhs)	Lakhs)
Revenue from Operation		11469.82	8834.68
Other Income		344.17	207.57
Total Revenue		11813.99	9042.25
Expenses other than
		9383.88	7020.77
Interest and Depreciation
EBITDA		2430.11	2021.48
Depreciation		982.77	581.24
Finance Cost		132.55	125.32
Exceptional Item		--	--
Profit before Tax (PBT)		1314.79	1314.92
Tax	Current Tax	516.29	255.42
Expense	Deferred Tax	(36.77)	2.26
Profit after tax (PAT)		835.27	1057.24

	Consolidated
	2025-26	2024-25
Particulars
	(Rs. In	(Rs. In
	Lakhs)	Lakhs)
Revenue from Operation	13868.16	9678.53
Other Income	265.25	207.53
Total Revenue	14133.42	9886.06
Expenses other than Interest	11555.4	7767.53
and Depreciation
EBITDA	2578.02	2118.53
Depreciation	1082.96	628.02
Finance Cost	156.92	138.25
Exceptional Item	581.94
Profit before Tax (PBT)	756.20	1352.26
Current Tax	516.29	255.42
Tax Expense
Deferred Tax	(103.19)	(16.07)
Profit after tax (PAT)	343.10	1112.91

Operational Results and State of Companys Affairs:

The Company achieved a significant milestone during the reporting year by crossing Rs. 10,000 Lakhs mark in Revenue from Operations for the first time in its history. The Revenue from Operations increased from Rs. 8,834.68 Lakhs in FY 2024-25 to Rs. 11,469.82 Lakhs in FY 2025-26, registering a growth of approximately 29.83%. This growth reflects the continued expansion of the Companys business operations and sustained demand for its products.

The Companys EBITDA increased from Rs. 2,021.48 Lakhs to Rs. 2,430.11 Lakhs, reflecting an improvement of approximately 20.22% over the previous year. However, the increase in depreciation and other expenses resulted in the Profit Before Tax remaining substantially at the previous years level at Rs. 1,314.79 Lakhs as against Rs. 1,314.92 Lakhs of previous year. After accounting for a higher current tax provision of Rs. 516.29 Lakh, the Company recorded a Profit after Tax (PAT) of Rs. 835.27 Lakhs for the year under review, as compared to Rs. 1,057.24 Lakhs in the previous year.

During the year under review, the Company recorded Consolidated Revenue from Operations of Rs. 13,868.16 Lakhs as against Rs. 9,678.53 Lakhs in the previous year, registering a growth of approximately 43.30%. The Companys EBITDA improved to Rs. 2,578.02 Lakhs during the year under review, as against Rs. 2,118.53 Lakhs in the previous year, registering a growth of approximately 21.70%. However, the growth in operating performance was impacted by a significant increase in Depreciation and an Exceptional Item of Rs. 581.94 Lakhs during the year under review.

The said Exceptional Item represents loss incurred due to fire incident that occurred at a Plant of Samsara Recycling Private Limited (a Wholly Owned Subsidiary) during the financial year, resulting in damage to inventory, plant & machinery and building. The Company has filed an insurance claim in respect of the said loss, and the same has been accounted for in accordance with the applicable Accounting Standards.

It is important to note that this consolidated revenue is solely attributable to subsidiary company, Samsara Recycling Private Limited, as Shantol Recycling 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 2025-26. Since there was no unpaid/unclaimed dividend during 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 is the Holding Company of your Company at the beginning and at the end of the financial year and Shantol Recycling Private Limited & Samsara Recycling Private Limited are the Wholly Owned Subsidiaries at the beginning and at the end of the financial year.

Green Valley Hydrocarbon Private Limited, which was a subsidiary of the Company at the beginning of the financial year, ceased to be a subsidiary during the year pursuant to the sale of the Companys entire investment therein.

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, 2026 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.

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. The Company is committed to principles of professional integrity and ethical behaviour in the conduct of its affairs. The Whistle-blower Policy provides for adequate safeguards against victimisation of director(s) / employee(s) who avail the mechanism. The Policy ensures complete protection to the whistle-blower and follows a zero tolerance approach to retaliation or unfair treatment against the whistle-blower and all others who report any concern under this Policy. During the year under review, the Company did not receive any complaint of any fraud, misfeasance etc.

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
	Whether there has been any default in repayment of deposits or
3	payment of interest thereon during the year and if so, number of such	N.A.
	cases and the total amount involved.
	At the beginning of the year.	N.A.
	Maximum During the year.	N.A.
	At the end of the Year.	N.A.
	Details of deposits which are not in compliance with the requirements
4		NIL
	of chapter V of the Act

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	Increase	Decrease	Balance
		Balance
Loan		1243.75	1754.05	810.00	2178.80
Investment		670.51	500.00	0.51	1170.00

Details of Loans:

Name of Entity	Shantol Recycling Private Limited
Relationship with company	Wholly Owned Subsidiary
Nature of Transaction	Unsecured Loan
Amount of loan Granted during the year	1754.05 Lakhs
Balance at the end of the year	2178.80 Lakhs
Rate of Interest	6.48% p.a.
Purpose of Loan	Unsecured Loan to Subsidiary Company to Establish a
	New Industrial Plant

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 & KMPs:

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

During the year, Mr. Nirmalkumar Karshandas Sutaria (DIN: 05208299), Whole Time Director of the company has resigned with effect from November 27, 2025, there were no other 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 2025 - 26 and attendance of directors thereat are as under:

		Attendance of Directors at Board Meetings
Sr.
	Date of Meeting	No. Directors entitled			No. of Directors
No.
		to attend meeting			attended the Meeting
1.	27-05-2025	7			5
2.	28-06-2025	7			5
3.	04-09-2025	7			5
4.	14-11-2025	7			7
5.	08-12-2025	6			4
6.	09-02-2026		6	5
7.	26-03-2026		6	5

Number of Board meeting attended by Director:

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

Meetings of Independent Directors

During the year under review, the Independent Directors met once on November 14, 2025 without the presence of Non- Independent Directors and members of the Management inter alia to review the performance of Non-Independent Directors, the Board as a whole; review the performance of the Chairman of the Company, and assess the quality, content and timeliness of flow of information between the Companys management and the Board which is necessary for the Board to effectively and reasonably perform its duties.

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 inter-alia provides that a person should possess adequate qualification, expertise, and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position

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

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. Familiarization Program for Independent Directors includes regular industry trend updates, information access and frequent interactions with senior management. Your Company is working to cultivate an enlightened and involved Board that supports efficient governance and value creation by actively engaging independent directors and providing them with the necessary resources.

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. All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company.

The Company Secretary acts as the Secretary to the committee. The composition of the Audit Committee as at March 31, 2026:

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
Mr. Parashar K. Vyas	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, 2026:

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. During the year under review, all transactions entered into with related parties were approved by the Audit Committee of the Company. Certain transactions, which were repetitive in nature, were approved through omnibus route.

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.

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

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 .

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, 2026. The notes on the Financial Statements referred to in the Audit Report are self-explanatory 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 2026, 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, JPMK & Associates, Practicing Company Secretaries, Rajkot, appointed to conduct Secretarial Audit of the Company for the Financial Year 2025-26

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:

There is no qualifications or adverse remarks made by the auditors in their report.

Secretarial Auditors:

Remark: The Company yet to file forms MSMEs as on 31.03.2026. Further some forms were filed late by time with additional fees.

The company has filed Form MSMEs for the Half year ended on 31.03.2026 & 30.09.2025 after the closure of the Financial Year 2025-26.

Further, The Board considered and deliberated upon the suggestions and observations provided by the Auditors regarding compliance and governance and noted the same for appropriate implementation.

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:

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:

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

Foreign Exchange Earnings and Outgo:

Sr. No.	Particulars	Current Year	Previous Year
(a)	Foreign exchange earnings	Rs. 185. 89 Lakhs	Rs. 225.53 Lakhs
(b)	Foreign exchange outgo	Rs. 6.10 Lakhs	Rs. 46.71 Lakhs

Management Discussion & Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as an Annexure - IV .

Cost records under section 148 of the Act:

Company maintained cost records as mandated u/s 148 of the Act for the Financial Year 2025-26. Pursuant to Section 148 of the Act, read with the rules framed thereunder, The Board of Directors at its Meeting held on 02.09.2026 upon recommendation of Audit Committee, appointed M/s. Niketan Govindbhai Tadhani & Co., Cost Accountants, as the Cost Auditors of the Company to conduct the audit of the Cost Records for the Financial Year 2026-27.

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 2025-26, 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 lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The Code has been formulated to regulate, monitor and ensure reporting of deals by insiders and to maintain the highest ethical standards of dealing in Company securities. 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:

Your Company has always believed in providing a safe and inclusive work environment for every individual working. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has in place a Prevention of Sexual Harassment (POSH) policy in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Compliance Committee (ICC) is responsible for receiving, investigating, and resolving all complaints raised across the Companys all manufacturing plants.

The composition of Internal Complaints Committee is as follows:

S No.	Name	Designation	Role in ICC
1	Priyanka Jethawa	Head \u2013 Accounts	Presiding Officer
2	Nikita Jethawa	Accountant	Member
3	Yogit Patel	Plant Manager	Member
4	Kalpesh Jambukiya	Legal Expert	External Member

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 2025-26.

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. 38 to Standalone Financial Statements.

Appreciation:

Your Directors are thankful to regulatory and government authorities, bankers, clients, and suppliers of the Company for their co-operation and also wish to place on record the dedication, solidarity, and relentless efforts of every member of the Company. Their commitment has been the cornerstone of the Companys sustained growth and the achievement of significant milestones. The Board extends its sincere gratitude to the Banks, Central and State Governments and their Departments, Local Authorities, regulatory bodies 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.

Annexure I

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION MANAGERIAL PERSONNEL RULE 2014.)

Sr.	Name of	Designation	Remuneration of	Percentage	Ratio of
No.	Director/KMP		Director/KMP for	Increase in	Median
			the financial year	Remuneration on	Remuneration
			2025-26 (In Rs.)	for F.Y. 2025-26	of all
					Employees
1	Amitkumar H. Bhalodi	Managing	18,00,000	--	5.96 : 1
		Director& CFO
2	Nirmalkumar K. Sutaria	Whole - Time	7,00,000	--	3.97: 1
		Director
3	Sagar D. Siyani	Company	8,55,000	27.51	2.83:1
		Secretary

The number of employees on the rolls of Company: 73 at the end of Financial Year 2025-26

Female	:	2
Male	:	71
Transgender :		0

The percentage increase in the median remuneration of employees other than KMP in the financial year: (1.62 %)

Average percentile increases in salaries of Employees other than Managerial personnel in the last financial year and its comparison with the percentile increase in the Managerial Remuneration and justification thereof and any exceptional circumstances for increase in thereof and any exceptional circumstances for increase in the Managerial Remuneration (if any):

The average salary of employees has experienced a decline of 1.62%. It is noteworthy that the remuneration for both the Managing Director and the Whole-Time Director remains consistent with the previous year.

It is affirmed that remuneration is as per remuneration policy of the company.

Annexure II Form AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arms length basis: No such transactions during Financial Year 2025-26

2. Details of material contracts or arrangement or transactions at arms length basis:

Particulars	Information
Name of Related Party and Nature of	Radhe Renewable Energy Development Private Limited
Relationship	(A Company in which director is interested)
Nature of contracts / arrangements/	\uf0b7 Purchase of Capital Goods & Consumables
transactions	\uf0b7 Sale of Equipments and Erection and Installation Chares
Duration of the contracts/
	During Financial Year 2025-26
arrangements/ transactions
	\uf0b7 Purchase of Plant and Machinery & Goods amounting Rs.
	322.08 Lakhs
Salient terms of the contracts or
	\uf0b7 Sale of Equipment and Erection and Installation Charges
arrangements or transactions including
	of Rs. 700. 00 Lakhs
the value, if any
	Payments: As and when accrued and according to normal
	credit policy agreed between the parties.
	Radhe Renewable Energy Development Private Limited is
Justification for entering into such
	experienced and has technology in Tyre pyrolysis plants.
contracts or arrangements or
	The company is	unable to find machinery of similar
transactions
	efficiency at such a low rate from any other suppliers.
Date(s) of approval by the Board	27/05/2025
Amount paid as advances, if any	--