Nupur Recyclers Ltd Directors Report

The closing balance of the retained earnings of the Company for FY 2024-2025, after all appropriation and adjustments is ? 2,138.84 Lakhs.

Further, no amount is proposed to be transferred to any Reserve of the Company for the financial year 2024-25.

The Authorised Share Capital of the Company is ? 80,00,00,000/- (Rupees Eighty Crore Only) divided into 8,00,00,000 (Rupees Eight Crore Only) equity shares of ?10/- (Rupees Ten) each as on March 31, 2025.

The Company has paid-up share capital of ? 68,63,89,950 (Rupees Sixty Eight Crore Sixty Three Lakh Eighty Nine Thousand Nine Hundred Fifty Only) divided into 6,86,38,995 (Six Crore Eighty Six Lakh Thirty Eight Thousand Nine Hundred Ninety Five) equity shares of ?10/- (Rupees Ten Only) each, as on March 31, 2025.

During the year under review, Company with approval of Shareholders at the Extra Ordinary General Meeting held on August 05, 2024 has increased the Authorised Share Capital from existing ? 70,00,00,000 (Rupees Seventy Crore) divided into 7,00,00,000 (Seven Crore Only) Equity Shares of face value of ? 10/- each to 80,00,00,000 (Rupees Eighty Crore) divided into 8,00,00,000 (Eight Crore) Equity Shares of ? 10/- each by creation of additional 1,00,00,000 (One Crore Only) Equity Shares of ? 10/- each.

The issued, subscribed, and paid-up share capital of the Company remained unchanged during the financial year 2024-25 and stood at ? 68,63,89,950 (Rupees Sixty-Eight Crore Sixty-Three Lakh Eighty-Nine Thousand Nine Hundred Fifty Only) as on March 31, 2025.

However, on August 05, 2024, the shareholders of the Company approved the issuance of convertible warrants on a preferential basis, up to a maximum of 81,00,000 (Eighty-One Lakh) warrants, at a issue price of ? 91/- (Rupees Ninety-One Only) each including premium of Rs. 81/- each, to entities belonging to the Promoter Group and Non-Promoter Category, in compliance with the applicable provisions of the Companies Act, 2013, SEBI (ICDR) Regulations and other applicable laws. The said warrants were allotted on September 16, 2024 to such entities on receipt of 25% of the total consideration payable against each such warrant. Fully paid up Equity Shares of face value Rs. 10/- each of the Company against each such warrant shall be allotted on receipt of balance 75% of the issue price for each such warrant and the same shall be allotted within 18 months from the date of allotment of such warrants.

Subsequent to the close of the financial year 2024-25, certain warrant holders exercised their right to convert their warrants. Accordingly, the Board of Directors, at its meeting held on July 02, 2025, considered and approved the allotment of 4,30,000 (Four Lakh Thirty Thousand) equity shares upon conversion of an equal number of warrants, at an issue price of ? 91/- each (including a premium of ? 81/- per share), to persons belonging to both Promoter and Non-Promoter categories, on a preferential basis, upon receipt of amount aggregating to ? 2,93,47,500 /- (Two Crore Ninety Three Lakh Forty Seven Thousand Five Hundred Only) (being 75% of the issue price per warrant) at the rate of ?68.25/- (Rupees Sixty Eight Rupees and Twenty Five Paise Only) per warrant (being 75% of the issue price per warrant) from the Promoters and Non-Promoter pursuant to the exercise of his/her rights of conversion into equity shares in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Pursuant to this conversion, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands increased to ? 69,06,89,950, comprising 6,90,68,995 fully paid-up equity shares of ? 10/- each.

The newly allotted equity shares shall rank pari-passu in all respects with the existing equity shares of the Company.

All the independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under Section 149(6) of the Act read with Regulation 16 of the Listing Regulations, as amended. They also confirmed compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of Regulation 25 of the Listing Regulations.

In the opinion of the Board, the independent directors fulfil the conditions specified in the Act read with rules made thereunder read with applicable provisions of the Listing Regulations and have complied with the code for independent directors prescribed in Schedule IV to the Act.

On March 31, 2025, the Company has 4 subsidiaries and there are no associates or joint venture companies within the meaning of Section 2(6) of the Act.

1. Nupur Business & Consulting Private Limited (formerly known as Nupur Polymers Private Limited) w.e.f May 1, 2023

2. Nupur Extrusion Private Limited w.e.f May 27, 2023

3. Frank Metals Recyclers Limited (formerly known as Frank Metals Recyclers Private Limited) w.e.f March 16, 2025

4. Eligo Business & Advisory Private Limited w.e.f March 16, 2025

During the year under review, the Company acquired an additional 250 equity shares of Nupur Business & Consulting Private Limited (formerly known as Nupur Polymers Private Limited) from an existing shareholder, Mr. Yogender Singh. As a result of this transaction, the Companys shareholding in Nupur Business & Consulting Private Limited increased from 98% to 100%, thereby making it a wholly owned subsidiary of the Company.

During the year under review, the Company also acquired additional equity shares in M/s Frank Metals Recyclers Limited (formerly known as Frank Metals Recyclers Private Limited); however, the said acquisition did not result in any change in the percentage of shareholding.

Additionally, after the close of the financial year, the Board, in its meeting held on September 01, 2025, approved the acquisition of 51,000 equity shares, constituting 51% of the shareholding of Tycod Autotech Private Limited. As a result, the said entity has become a subsidiary of the Company.

Subsequent to the close of the financial year, on August 12, 2025, the Company approved the acquisition of an additional 1,000 equity shares of Nupur Extrusion Private Limited from an existing shareholder, Mr. Ansh Jain. As a result of this transaction, the Companys shareholding in Nupur Extrusion Private Limited increased from 60% to 70%.

A report on the performance and financial position of subsidiaries for the financial year ended March 31, 2025, in the prescribed Form AOC-1 as per the Act, is set out in Annexure-1 and forms an integral part of this Annual Report.

Further, during the year under review, no Company has become or ceased to be a subsidiary, joint venture or associate of the Company.

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which these financial statements relate and the date of this report.

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed or unpaid deposits remaining with the Company at the end of the Financial Year 2024-25.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith as Annexure- 2 to this Report.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act and the Directors have made necessary disclosures under Section 184 and other relevant provisions of the Act.

Number of employees as on the closure of financial year:

Female: 4 Male: 14 Transgender: 0

The following are the Board Members of the Company as on March 31, 2025.

• The Board at its meeting held on 12 August 2025, on basis of the recommendation of the Nomination and Remuneration Committee and considering his expertise and experience in the varied fields and on the basis of the performance evaluation report had approved the recommendation of re-appointment of Mr. Kapal Kumar Vohra (holding DIN: 07384162) as the Non-Executive Independent Director of the Company, subject to the requisite approval of members of the Company in the ensuing Annual General Meeting dated September 29, 2025, for the second term of five years with effect from 28th August, 2025 to 27th August, 2030.

• Mr. Sanjeev Kumar Rastogi (DIN:10150525) completed his first term of five consecutive years as a Non-executive independent director of the Company on May 04, 2025. The Board, on recommendation of the Nomination and Remuneration Committee and considering his expertise and experience in the varied fields and on the basis of the performance evaluation report, subject to the approval of the members of the Company had approved his reappointment as a Non-executive Independent Director of the Company for a second term of five consecutive years commencing from 05th May, 2025 to 04th May, 2030 and subsequently the members of the Company approved the said re-appointment by way of a special resolution passed on June 21, 2025 in the Extra Ordinary General Meeting.

The Board of Directors of the Company is of the opinion that all the Independent Directors of the Company possess requisite integrity, expertise and experience and proficiency.

In accordance with the provisions of the Act and in terms of the Memorandum and Articles of Association of the Company, Mr. Devender Kumar Poter (DIN: 08679602) retires by rotation at the ensuing Annual General Meeting and has offered himself for reappointment. Members attention is drawn to Item No. 2 of the Notice for the re-appointment of Mr. Devender Kumar Poter (DIN: 08679602) as a Director of the Company, liable to retire by rotation.

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company as on March 31,2025.

As on the date of this report, the Company has the following Board committees:

a. Audit Committee

b. Nomination & Remuneration Committee

c Stakeholders Relationship Committee

the composition and other related information of the above Committees are stated in the Corporate Governance Report, which forms an integral part of this Annual Report.

Further, all the recommendations made by the Audit committee were accepted by the Board.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and Individual Directors pursuant to the provisions of Act and applicable provisions of the Listing Regulations.

A structured questionnaire was prepared after taking into consideration the inputs received from Nomination and Remuneration Committee, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The performance evaluation of Non-Independent Directors, Board as a whole and the Chairman of the Board was evaluated in a separate meeting of Independent Directors.

The feedback and results of the questionnaire were collated and consolidated report was shared with the Board for improvements of its effectiveness. The Directors expressed their satisfaction with the evaluation process.

Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors and Chairman is satisfactory.

In compliance with the provisions of Section 178 of the Act read with the Listing Regulations, the Board has, on the recommendation of the Nomination & Remuneration Committee of the Company, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

The salient features of the Policy are:

a) It lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director (executive/non-executive/independent) of the Company;

b) To recommend to the Board the policy relating to the remuneration of the Directors, KMP and Senior Management/Other Employees of the Company; and

c) Reviewing and approving corporate goals and objectives relevant to the compensation of the executive Directors, evaluating their performance in light of those goals and objectives and either as a committee or together with the other independent Directors (as directed by the Board), determine and approve executive Directors compensation based on this evaluation; making recommendations to the Board with respect to KMP and Senior Management compensation and recommending incentive-compensation and equity-based plans that are subject to approval of the Board.

The Board met 8 (Eight) times during the financial year 2024-2025 The details of the meetings of the Board and Committees thereof and other related details are given in the Corporate Governance Report, which forms an integral part of this Annual Report.

Pursuant to Section 134(3) (c) of the Act, the Directors confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2025 the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2025 and of the profit of the Company for the Financial Year ended March 31, 2025;

iii) proper and sufficient care has been taken 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) the annual accounts have been prepared on a ‘going concern basis;

v) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, M/s K R A & Co., Chartered Accountants (Firm Registration No. 020266N), were appointed as Statutory Auditors of the Company from the conclusion of 04th Annual General Meeting (AGM) of the Company till the conclusion of 09th AGM to be held in the FY 2027-28.

The Statutory Auditors M/s. K R A & Co., Chartered Accountants, have confirmed that they have not been disqualified to act as Statutory Auditors of the Company and that their continuation is within the maximum ceiling limit as prescribed under Section 141 of the Act / relevant statute.

The Auditors Report on the financial statements for the financial year ended March 31, 2025, does not contain any qualification, reservation or adverse remark and does not call for any clarification/ comments from the Board of Directors.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force).

M/s Ravi Sahni & Co. (Firm Registration No. 100193) were appointed as the Cost Auditor to conduct the cost audit for the financial year ended March 31, 2025.

Further, pursuant to the provisions of section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended and as per the recommendation of the Audit Committee, the Board at their meeting held on August 12, 2025 re-appointed M/s Ravi Sahni & Co. (Firm Registration No. 100193) as Cost Auditors of the Company for the financial year 2025-26 to

audit the cost records of the Company for the said financial year. A resolution for ratification of the remuneration payable for such cost audit services forms part of the Notice of ensuing 7th Annual General Meeting.

A certificate from M/s Ravi Sahni & Co, Cost Accountants, has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits prescribed under Section 141 of the Act and the rules framed thereunder.

The Company has maintained accounts and records as specified under sub-section (1) of section 148 of the Act.

The Cost Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force).

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Arun Goel & Associates, Company Secretaries (“Secretarial Auditors”) (FCS No. 6861 and CP No. 12508) to conduct the Secretarial Audit of your Company for the financial year 2024-25.

The Secretarial Audit Report for the Financial Year ended March 31, 2025, is annexed herewith as Annexure-3 and forms an integral part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Company is in compliance with the provisions governing material subsidiaries. Copy of the Secretarial Audit Reports of Frank Metals Limited (formerly known as Frank Metals Private Limited) forms part of this report. The Secretarial Audit Report of the material subsidiary does not contain any qualification, reservation, adverse remark or disclaimer.

The Secretarial Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force).

The Board of Directors of your Company had appointed M/s V Khaitan & Associates, Chartered Accountant, New Delhi as the Internal Auditors of the Company pursuant to the provisions of section 138 of the Act for financial year 2024-2025 and the reports on periodical basis submitted by the auditor were placed before the audit committee and Board of Directors.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval for a period not exceeding one financial year is obtained for Related Party Transactions, which are of repetitive nature.

All Related Party Transactions entered during the year were in the Ordinary Course of Business and on Arms Length basis. In terms of Section 134(3)(h) of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of the material contracts or arrangements entered into with Related Parties are provided in Form AOC-2 annexed herewith as Annexure- 4 to this Report.

Details of Loan, Investments and Guarantee made by the Company during Financial Year 2024-25 within the meaning of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the Listing Regulations, are set out in Note No. 3 & 4 to the Standalone Financial Statements of the Company.

The Company does not fall in the category provided under Section 186(11) of the Companies Act, 2013.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks, to key business objectives on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Director of the Company.

The prime objective of our Corporate Social Responsibility policy is to develop the required capability and self-reliance of beneficiaries at the grass roots, especially of children and women, in the belief that these are pre-requisites for social and economic development

The Board of Directors of your Company has formulated and adopted a policy on Corporate Social Responsibility which on the Companys website at

In accordance with the regulations, since the CSR expenditure for the preceding financial year did not exceed Rs. 50 lakhs, the Board of Directors of the Company has undertaken the responsibilities and functions of the CSR Committee.

The annual report on corporate social responsibility activities, salient features of CSR Policy and disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached and marked as Annexure - 5 and forms part of this report.

The implementation and monitoring of CSR activities is in compliance with CSR objectives and CSR Policy of the Company read with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Management Discussion and Analysis Report of financial performance and results of operations of the Company, as required under the Listing Regulations, is provided in a separate section and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Companys business, risks and concerns and material developments during the financial year under review.

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. Separate report on Corporate Governance, forms an integral part of this Annual Report.

A certificate from M/s. Arun Goel & Associates, Company Secretaries confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report.

The Company has in place an Anti-Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (“ICC”) as specified under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company conducts sessions for employees to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act.

Further, the details w.r.t. complaint under the said Act is given below:

a) number of complaints of sexual harassment received in the year: Nil

b) number of complaints disposed off during the year: Nil

c) number of cases pending for more than ninety days Nil

The Company is committed to ensuring a safe, supportive, and inclusive workplace for all women employees. All eligible women employees have been extended the benefits under the said Act, including maternity leave, nursing breaks, and other statutory entitlements as prescribed. The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Act read with the Companies (Accounts) Rules, 2014, is given below:

We continue to strengthen our energy conservation efforts. We are always in lookout for energy efficient measures for operation, and value conservation of energy through usage of latest technologies for quality of services.

Although the equipments used by the Company are not energy sensitive by their very nature, still the Company is making best possible efforts for conservation of energy, which assures that the computers and all other equipments purchased by the Company strictly adhere to environmental standards, and they make optimum utilization of energy.

There is no capital investment on energy conservation equipment during the FY 2024-25.

In this era of competition, in order to maintain and increase the clients and customers, we need to provide best quality services to our clients and customers at minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services.

i. The efforts made towards technology absorption: Nil

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:

(a) the details of technology imported: Nil

(b) the year of import: Nil

(c) whether the technology been fully absorbed: Nil

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Nil; and

Foreign Exchange Earnings - Nil

Foreign Exchange Outgo - ? 11,111.40 Lakhs

The Company believes that in order to improve the quality and standards of services, the Company should have a progressive Research and Development Process, which should keep on increasing along with the scale of operations of the Company.

Your Company has in place an adequate internal financial control framework with reference to financial and operating controls thereby ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

During Financial Year 2024-25, such controls were tested and no reportable material weakness in the design or operation was observed.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

There are no significant/ material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and Shareholders (SS-2).

The Directors state that no disclosure or reporting in respect of the following items is required as there were no transactions/events relating to these items during the financial year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(c) Neither Managing Director nor the Whole Time Directors of the Company received any Remuneration or commission from any of its subsidiaries.

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

In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (referred to as “Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015. Financial Statements of the Company for the FY 202324 have been prepared in accordance with the Indian Accounting Standards ("Ind AS") as per the Companies (Indian Accounting Standards) Rules 2015 as amended from time to time and notified under section 133 of the Act, and in conformity with the accounting principles generally accepted in India and other relevant provisions of the Act. Any application guidance/ clarifications/ directions issued by the RBI or other regulators are implemented as and when they become applicable.

Your Directors express their sincere appreciation for the assistance and co-operation received from the Government authorities, financial institutions, banks, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees.

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

(Information in respect of each subsidiary to be presented with amounts in INR in Lakhs)

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report): Not Applicable

7 Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years: Nil

8 Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

9 Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5): Not applicable