To The Members, Nupur Recyclers Limited
Your Directors have pleasure in presenting the 08th Board Report on the business and operations of your Company along with the audited financial statements (standalone as well as consolidated) for the financial year ended March 31, 2026.
The Financial performance of your Company for the financial year ended March 31, 2026 is summarized below:
(Amount in Indian Rupees in Lakhs)
| Particulars | Year ended March 31, 2026 (Consolidated) | Year ended March 31, 2026 (Standalone) | Year ended March 31, 2025 (Consolidated) | Year ended March 31, 2025 (Standalone) |
| Total Income | 22,661.35 | 14,259.67 | 16,769.45 | 14,001.10 |
| Total Expenses | 20,499.98 | 13,160.85 | 14,636.15 | 13,042.24 |
| Profit/(Loss) Before Tax | 2,161.37 | 1,098.82 | 2,133.30 | 958.86 |
| Profit/(Loss)After Tax | 1,648.46 | 813.51 | 1,627.04 | 702.16 |
| Other Comprehensive Income | 13.47 | 14.01 | (158.63) | (158.63) |
| Total Comprehensive Income for the year | 1,661.93 | 827.52 | 1,468.41 | 543.53 |
| Profit for the year attributable to Owners of the company | 1,421.71 | 813.51 | 1,445.34 | 702.16 |
| Profit for the year attributable to Non-Controlling of the company | 226.75 | - | 181.70 | - |
Notes: -
During the year under review, the consolidated income of the Company is ? 22,661.35 Lakhs against ? 16,769.45 Lakhs in the previous year. The consolidated net profit after tax is ? 1,648.46 Lakhs against ? 1,627.04 Lakhs in the previous year.
During the year under review, the standalone income of the Company is ? 14,259.67 Lakhs against ? 14,001.10 Lakhs in the previous year. The standalone net profit after tax is ? 813.51 Lakhs against ? 702.16 Lakhs in the previous year.
The consolidated financial statements of your Company for the financial year 2025-26 are prepared in compliance with applicable provisions of the Companies Act, 2013 (hereinafter referred as Act), Indian Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as Listing Regulations).
The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its Subsidiary, as approved by its respective Board of Directors.
Your Company has a dividend policy that balances the dual objectives of rewarding shareholders through dividends, whilst also ensuring availability of sufficient funds for growth of the Company. During the Financial Year, the Board of Directors has not recommended any dividend.
The Dividend Distribution Policy of the Company is available on the following weblink https://www.npurrecyclers.com/img/investors/dividend/dividend-distribution-policy.pdf
With a view to conserve the profits, the Board of Directors decided not to recommend any dividend for the financial year 2025-26.
The closing balance of the retained earnings of the Company for FY 2025-2026, after all appropriation and adjustments is ? 5163.08 Lakhs.
During the year, an amount of ?1,744.93 lakhs was transferred to the Capital Reserve.
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, 2026.
Issued and Paid Up Share Capital:The Company has paid-up share capital of ? 69,06,89,950 (Rupees Sixty Nine Crore Six Lakh Eighty Nine Thousand Nine Hundred Fifty Only) divided into 6,90,68,995 (Six Crore Ninety Lakh Sixty Eight Thousand Nine Hundred Ninety Five) equity shares of ?10/- (Rupees Ten Only) each, as on March 31, 2026.
The Authorised Share Capital of the Company remained unchanged during the financial year under review. As on March 31, 2026, the Authorised Share Capital of the Company was ? 80,00,00,000 (Rupees Eighty Crore Only) divided into 8,00,00,000 (Eight Crore) Equity Shares of ?10/- (Rupees Ten Only) each. No alteration in the Authorised Share Capital was made during the year.
The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on March 31, 2026 stood at ?69,06,89,950 (Rupees Sixty-Nine Crore Six Lakh Eighty-Nine Thousand Nine Hundred Fifty Only) comprising 6,90,68,995 (Six Crore Ninety Lakh Sixty-Eight Thousand Nine Hundred Ninety-Five) fully paid-up equity shares of ?10/- (Rupees Ten Only) each.
During the year under review, pursuant to the approval of the shareholders for issuance of convertible warrants on a preferential basis and in accordance with the applicable provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws, certain warrant holders exercised their right to convert their warrants into equity shares.
Accordingly, the Board of Directors, at its meeting held on July 02, 2025, approved the allotment of 4,30,000 (Four Lakh Thirty Thousand) fully paid-up equity shares of face value ?10/- each at an issue price of ?91/- per equity share (including a premium of ?81/- per share) upon conversion of an equal number of convertible warrants issued on a preferential basis, after receipt of the balance 75% of the issue price, i.e., ?68.25/- per warrant, from the respective warrant holders belonging to the Promoter and Non-Promoter categories.
Consequent to the aforesaid allotment, the Issued, Subscribed and Paid-up Equity Share Capital of the Company increased from ?68,63,89,950 (Rupees Sixty-Eight Crore Sixty-Three Lakh Eighty-Nine Thousand Nine Hundred Fifty Only) comprising 6,86,38,995 equity shares of ?10/- each to ?69,06,89,950 (Rupees Sixty-Nine Crore Six Lakh Eighty-Nine Thousand Nine Hundred Fifty Only) comprising 6,90,68,995 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 are independent of the management and have complied with the code for independent directors prescribed in Schedule IV to the Act.
On March 31, 2026, the Company has 5 subsidiaries and there are no associates or joint venture companies within the meaning of Section 2(6) of the Act.
1. Nupr Business & Consulting Private Limited (formerly known as Nupr Polymers Private Limited) w.e.f May 1, 2023
2. Nupr 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, 2024
4. Eligio Business & Advisory Private Limited w.e.f March 16, 2024
5. Tycod Autotech Private Limited w.e.f. September 01, 2025
During the year under review, the Board of Directors, at its meeting held on July 25, 2025, approved the acquisition of 51,000 (Fifty-One Thousand) equity shares, constituting 51% of the paid-up share capital of Tycod Autotech Private Limited. All conditions related with the acquisition of 51% Shares of M/s Tycod Autotech Private Limited has been successfully completed on September 01, 2025 Pursuant to the said acquisition, Tycod Autotech Private Limited became a subsidiary of the Company.
Further, during the financial year 2025-26, on August 12, 2025, the Company acquired an additional 1,000 (One Thousand) equity shares of Nupr Extrusion Private Limited from an existing shareholder, Mr. Ansh Jain. Consequent to the aforesaid acquisition, the Companys shareholding in Nupr Extrusion Private Limited increased from 60% to 70% of its paid-up share capital.
A report on the performance and financial position of subsidiaries for the financial year ended March 31, 2026, 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.
The Annual Financial Statements of the subsidiary for the financial year ended March 31, 2026 is available under investors section on the website of the Company at www.nupurrecyclers.com/financial-results-and-annual-report.html .
Further, during the Financial Year 2025-26, the Company had following material subsidiaries:-
1. Frank Metals Recyclers Limited (formerly known as Frank Metals Recyclers Private Limited)
2. Tycod Autotech Private Limited
The Company has formulated a policy for determining material subsidiaries. The said policy is also available on the website of the Company at www.nupurrecyclers.com/sebi-lodr-regulation46.html
Further, except as stated above, no Company has become or ceased to be a subsidiary, joint venture or associate of the Company during the year under review.
There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2025-26 and the date of this report, except as disclosed in this Annual Report or any annexure thereof.
During the year under review, your Company has not accepted any deposit within the meaning of Chapter V 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 2025-26.
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.
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Further, the Report is being sent to the members excluding the aforesaid annexure. The said information is available for inspection at the registered office of the Company during business hours, up to the date of the forthcoming AGM. In terms of Section 136 of the Act, any shareholder interested in obtaining a copy thereof may write to the Company Secretary of the Company at compliance@nupurrecyclers.com.
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.
The Board at its meeting held on August 12, 2025, on basis of the recommendation of the Nomination and Remuneration Committee and considering expertise and experience in the varied fields and on the basis of the performance evaluation report, approved the re-appointment of Mr. Kapal Kumar Vohra (holding DIN: 07384162) as the Non-Executive Independent Director of the Company, subject to the approval of members, for the second term of five years with effect from 28th August, 2025 to 27th August, 2030. Subsequently the Members of the Company approved the said re-appointment by way of a special resolution passed in the Annual General Meeting held on September 29, 2025.
Subsequently, Mr. Kapal Kumar Vohra (DIN: 07384162) resigned from the position of Non-Executive Independent Director of the Company with effect from June 22, 2026. The Board took note of his resignation and placed on record its appreciation for the valuable contribution and services rendered by him during his tenure as a Director of the Company.
Mr. Sanjeev Kumar Rastogi (DIN:10150525) completed his first term of two 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 re-appointment 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. 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, at its meeting held on July 06 2026, on the basis of the recommendation of the Nomination and Remuneration Committee and considering her expertise and experience in the varied fields, approved the appointment of Ms. Nimisha Jain (holding DIN: 10651632) as an Additional Director in the capacity of Non-Executive Independent Director of the Company, subject to the approval of the Members, for a term of five years with effect from July 06 2026 to July 05, 2031. Subsequently, the appointment of Ms. Nimisha Jain shall be placed before the Members of the Company for their approval
at this ensuing Annual General Meeting, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. She shall not be liable to retire by rotation.
The Board of Directors, at its meeting held on September 03, 2026 on the basis of the recommendation of the Nomination and Remuneration Committee and considering his expertise and experience in the varied fields, approved the appointment of Mr. Dinesh Kumar (holding DIN: 10398089) as an Additional Director in the capacity of Non-Executive Independent Director of the Company, subject to the approval of the Members, for a term of five years with effect from September 03, 2026 to September 02, 2031. Subsequently, the appointment of Mr. Dinesh Kumar shall be placed before the Members of the Company for their approval at this ensuing Annual General Meeting, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. he shall not be liable to retire by rotation.
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 Articles of Association of the Company, Mr. Rajesh Gupta (DIN: 01941985) 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. Rajesh Gupta 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, 2026.
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 Remuneration 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 Remuneration Policy of the Company is available on the website of the Company and can be accessed at the following web link: https://nupurrecyclers.com/img/investors/policy/criteria-of-making-of-payment-to-non-executive-directors.pdf . Throughout the financial year 2025-26, the Remuneration Policy remained unchanged, and no amendments were introduced therein.
The Board met 10 (Ten) times during the financial year 2025-2026. 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 of the Act, the Directors confirm that:
i) In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards, 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, 2026 and of the profit of the Company for the Financial Year ended March 31, 2026; 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, 2026, 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 of the Company by the Board of Directors at its meeting held on August 12, 2025, pursuant to Section 148 of the Companies Act, 2013, for conducting the audit of the cost records of the Company for the financial year 2025-26. The remuneration payable to the Cost Auditors was duly ratified by the Members at the 7th Annual General Meeting of the Company.
The Company has maintained the cost records as specified under Section 148(1) of the Act.
The Cost Auditor have not reported any fraud under the second proviso to Section 143(12) of the Act.
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, your Company appointed M/s. Arun Goel & Associates, Practicing Company Secretaries (Secretarial Auditors) (Peer reviewed Number: 1703/2022) (FCS No. 6861 and CP No. 12508) for a period of first term of consecutive 5 (five) years to hold office from the conclusion of 7th AGM till the conclusion of the 12th AGM of the Company to be held in the year 2030 to conduct the Secretarial Audit of your Company.
The Secretarial Audit Report for the Financial Year ended March 31, 2026, 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 the material subsidiaries. Copy of the Secretarial Audit Reports for the Financial Year ended March 31, 2026 of the material subsidiaries i.e Frank Metals Recyclers Limited (formerly known as Frank Metals Recyclers Private Limited) and Tycod Autotech Private Limited also forms part of this report as is annexed herewith as Annexure-4 & 5. 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).
Pursuant to the provisions of Section 138 of the Act read with the applicable rules made thereunder, the Board of Directors of the Company had appointed M/s V Khaitan & Associates, Chartered Accountants, New Delhi, as the Internal Auditors of the Company for the financial year 2025-26.
The Internal Auditors conducted the internal audit of the Company in accordance with the scope and terms approved by the Audit Committee and submitted their reports periodically during the financial year 2025-26. The reports of the Internal Auditors, along with the management responses and status of corrective actions, wherever applicable, were placed before the Audit Committee for its review and consideration.
The Audit Committee reviewed the internal audit reports, observations and recommendations made by the Internal Auditors and advised the management on appropriate corrective and preventive measures. The significant observations, wherever applicable, together with the status of implementation of the recommendations, were also placed before the Board of Directors.
The Board of Directors, based on the review undertaken by the Audit Committee, is of the view that the internal audit function provides reasonable assurance regarding the adequacy and effectiveness of the Companys internal controls, risk management and operational processes.
As required under Section 92(3) of the Act, read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Companys website at www.nupurrecyclers.com/sebi-lodr-regulation46.html .
In compliance with the requirements of the Act and the Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Companys website at https://www.npurrecyclers.com/img/investors/policy/related-party-transaction-policy.pdf .
The said 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-6 to this Report.
All related party transactions of the Company during the financial year 2025-26 are provided in Note No. 36 of the Financial Statements.
Details of Loan, Investments and Guarantee made by the Company during Financial Year 2025-26 within the meaning of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, 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 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 Board confirms that, as of the date of this report, the risks identified together with the mitigation plans undertaken do not foreseeably threaten the existence of the Company or its going concern status.
In Compliance with the provisions of Section 177 of the Act and Listing Regulations, the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Companys website at www.npurrecyclers.com/img/investors/policy/whistle-blower-policy.pdf .
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 https://www.npurrecyclers.com/policies.html . Additionally, there has been no change in the CSR policy during the reporting period.
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 - 7 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.
Management Discussion and Analysis Report for the year under review as stipulated under SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of this Annual Report.
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 financial year 2025-26: Nil b) number of complaints disposed off during the financial year 2025-26: Nil c) number of cases pending for more than ninety days: Nil
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:
The Company continues to undertake reasonable measures for conservation of energy in its day-to-day operations. The Company promotes judicious and efficient use of electricity and other energy resources, including switching off electrical equipment, lighting and air-conditioning systems when not in use. The Company also endeavours to use energy-efficient electrical and office equipment, wherever feasible.
The Company continuously evaluates the feasibility of adopting renewable and alternate sources of energy. During the financial year under review, no specific initiative for generation or utilisation of alternate sources of energy was undertaken. The Company shall continue to explore such measures wherever they are commercially and operationally feasible.
There is no capital investment on energy conservation equipment during the FY 2025-26.
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 - 11,590.48 Lakhs
The Company does not undertake any significant Research and Development activities. Accordingly, no expenditure was incurred towards Research and Development during the financial year under review.
Expenditure incurred on Research & Development: Nil.
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 2025-26, 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 General Meetings. (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 2025-26:
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. d) There was no revision of financial statement or boards report. e) During the financial year 2024-25, the Company has approved and undertaken a Preferential Issue of Convertible Warrants to persons belonging to the Promoter Group as well as Non-Promoter Category, in accordance with the provisions of the Act and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
The issue comprised up to 81,00,000 (Eighty-One Lakhs) Convertible Warrants of face value 10/ each, issued at a price of 91/- per Warrant (including a premium of 81/- per Warrant). Each Warrant is convertible into one Equity Share of the Company of face value 10/- each, fully paidup, within a period of 18 months from the date of allotment.
This preferential issue has been undertaken to augment long-term resources of the Company, strengthen its financial position, and support future growth initiatives.
Certain warrant holders exercised their conversion rights and accordingly, on July 2, 2025, the Board of Directors approved the allotment of 4,30,000 equity shares upon conversion of an equal number of warrants at 91 each (including a premium of 81 per share) to the Promoter and NonPromoter categories.
Further, the remaining warrant holders did not exercise their conversion rights within the stipulated period of 18 months from the date of allotment of the warrants. Accordingly, upon completion of the said period on March 15, 2026, the Company forfeited the 25% amount paid upfront by such warrant holders in respect of the unexercised warrants, in accordance with the terms of the issue and applicable provisions.
And further, As on March 31, 2026, the funds raised pursuant to the aforesaid preferential issue, to the extent not forfeited in respect of the unexercised warrants, were fully utilised by the Company in accordance with the objects and terms of the issue.
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 2025-26 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.
The Directors wish to place on record their appreciation for the co-operation and support received from the Banks, Government Authorities, Customers, Suppliers, NSE, CDSL, NSDL, Business Associates, Shareholders, Auditors, Financial Institutions and other individuals / bodies for their continued cooperation and support. The Directors also acknowledge the hard work, dedication and commitment of the employees. Their enthusiasm and unstinting efforts have enabled the Company to emerge stronger than ever, enabling it to maintain its position as one of the leading players in the recycling industry, in India and around the world.
Sd/- Rajesh Gupta Managing Director DIN: 01941985
Sd/- Devender Kumar Poter Director & CFO DIN: 08679602
Place: New Delhi Date: 03.09.2026
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
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