Race Eco Chain Ltd Directors Report

To

The Members Race Eco Chain Limited

Your directors present the 25th Annual Report along with the audited standalone and consolidated financial statements for FY 2024-25.

Financial Highlights:-

The Financial performance of the Company for year ended 31st March 2025 is summarized below: -

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	31st March, 2025	31st March, 2024	31st March, 2025	31st March, 2024
Income from operations	46029.91	33849.88	55509.54	34,748.13
Other Income	111.47	67.39	89.87	69.87
Total Income	46141.38	33917.27	55599.41	34,818.00
Less: Expenditure	45665.06	33647.17	55051.01	34,545.10
Profit/(Loss) before Interest, Depreciation & Tax	476.33	270.10	548.40	272.91
Less: Interest & Depreciation	-	-	-	-
Profit & Loss Before Tax	476.33	270.10	554.58	272.91
Less: Tax Expense	127.70	84.26	165.43	91.23
Add: Deferred Tax	-19.49	29.12	-22.69	26.97
(Excess) Prov. of tax	-7.64	-	-7.64	-
Profit for the Year	375.76	156.72	419.48	154.70

Company Performance Overview

During the year under review, total income was Rs. 46141.38 Lacs as compared to Rs. 33917.27 Lacs in 2024. Net Sales for the current financial year were Rs.46029.91 Lacs as compared to Rs. 33849.88 Lacs in 2024. Profit after tax (PAT) stood at Rs. 375.76 Lacs as Compared to Rs. 156.72 Lacs in 2024.

Consolidated Financial Performance

The Company achieved a consolidated income of Rs. 55999.40 Lakhs as against Rs. 34818.00 Lakhs in the previous year and Consolidated Net Profit of Rs. 419.48 Lakhs for the Financial Year ended 31st March, 2025 as against a profit of Rs. 154.70 Lakhs in the previous Financial Year.

Share Capital

During the year under review, there is change in the share capital of the Company.

Authorized Share Capital

The Authorized Share Capital of the Company as on 31st March, 2025 is 25,00,00,000 (Rupees Twenty Five Crores) divided into 2,50,00,000 equity shares having face value of 10/- each.

Paid-up Equity Share Capital

During the year under review Company allotted 8,25,000 Equity Shares having face value of 10/- each.

The Paid-up Equity Share Capital as on 31st March, 2025 is 17,25,72,000 (Rupees Seventeen Crores Twenty Five Lakhs Seventy Two Thousand only) divided into 1,72,57,200 equity shares having face value of 10/- each. I

Reserve & Surplus

During the Financial year 2024-2025 Rs 375.76 Lacs amount to carry or transfer to Reserve & Surplus Account under Companies Act, 2013.

Dividend

In view of the requirement of the profits for strengthening of the company, your directors have decided to plough back the profit into the business hence no dividend could be recommended for the year under review.

Subsidiary Company/Associate/Joint Venture Subsidiary

During the year under Review the Company has the Company has following Indian Subsidiary:-

M/s. India Polymers Private Limited

M/s. Silverline Eco Thrive Limited

M/s. Ganesha Recycling Chain Private Limited

M/s. Vasundhara Envirogreen Private Limited

During the year under review Company disinvest from its Material Subsidiary M/s Abhay Innovative Recycling Limited. Consequent upon the said dis-investment, M/s Abhay Innovative Recycling Limited, ceased to be a subsidiary of the company.

Associate

During the year under Review the Company has one Associate Company M/s. Prime Industries Limited

Joint Venture

During the year under Review the Company has Joint Venture Company which is the subsidiary of the Company.

A statement containing salient features of the Financial Statements of the subsidiaries in the prescribed format in Form AOC-1 as required under first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is included in this Report as "Annexure 1" and forms an integral part of this Report.

In terms of the provisions of Section 136 of the Companies Act, 2013 read with the SEBI Listing Regulations, the Audited Financial Statements of the subsidiaries are placed on website of the Company. These financial statements are also available for inspection by any member at the Corporate Office of the Company. Any member desirous of obtaining a copy of the same may write to the Company.

Investor Complaints and Compliance

During the year review NO case was registered on SCORES Portal of SEBI from any investor of the Company and same was resolved by the Compliance Officer of the Company.

Directors and Key Managerial Personal

During the year under review and as on the date of this report, following are the Directors and KMPs. along with the changes among them: -

The Details of Directors and KMP are as Follows: -

Mr. Sunil Kumar Malik	Managing Director
Mr. Lalit Malik	Non-Executive Director
Mr. Anil Kumar Behl	Independent Director
Mr. Sanjay Kukreja	Independent Director
Mr. Pranav Vasan	Independent Director
Mrs. Seema Malik	Independent Director
Mr. Piyanshu Sharma	Chief Financial Officer
Mrs. Shiwati	Company Secretary & Compliance officer
Mr. Raj Kumar Modani	Executive-Director resigned on 28th May, 2024
Mr. Rama Nand Gupta	Executive Director resigned on 05th June, 2025

In accordance with the provisions of Companies Act, 2013 Mr. Sunil Kumar Malik, Director retires by rotation and being eligible offers himself for re-appointment.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) . that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Declaration from Independent Directors

As required under Section 149 of the Act, the Independent Directors have submitted the declaration affirming that they meet the Criteria of Independence as provided in Section 149 (6) of the Act and Regulation 25 of Listing Regulations. In the opinion of the Board, the Independent Directors of the Company possess necessary expertise, integrity and experience.

Committees

As on date of this Report, The Board has three Committees which are applicable upon company:-

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

Audit Committee

The company is having an audit committee comprising of the following Members which reconstitute as follows:

Name	Status	Category
Anil Behl	Chairman	Non-Executive & Independent
Sanjay Kukreja	Member	Non-Executive & Independent
Pranav Vasan	Member	Non-Executive & Independent

Nomination and Remuneration Committee

The company is having a Nomination and Remuneration Committee comprising of the following Members which reconstitute as follows:

Name	Status	Category
Sanjay Kukreja	Chairman	Non-Executive & Independent
Anil Behl	Member	Non-Executive & Independent
Pranav Vasan	Member	Non-Executive & Independent

Stakeholders Relationship Committee

The company is having a Stakeholders Relationship Committee comprising of the following Members which reconstitute as follows:

Name	Status	Category
Pranav Vasan	Chairman	Non-Executive & Independent
Anil Behl	Member	Non-Executive & Independent
Sanjay Kukreja	Member	Non-Executive & Independent

As per Regulation 21 of SEBI (LODR), Regulations, 2015, the Board needs not to constitute Risk Management Committee, wherein majority of the members of Risk and Management Committee should consists of Members of Boards. This regulation is applicable only to top 1000 listed entities, determined on the basis of market capitalization, as at the end of the preceding financial year. Since your Company is not amongst top 1000 listed entities, still your Company has constituted a Risk Management Committee for Good Corporate Governance.

Risk Management Committee

The company is having a Stakeholders Relationship Committee comprising of the following Members which reconstitute as follows:

Name	Status	Category
Pranav Vasan	Chairman	Non-Executive & Independent
Anil Behl	Member	Non-Executive & Independent
Sanjay Kukreja	Member	Non-Executive & Independent

CSR Committee

As per Section 135 of the Companies Act, 2013, the Board needs not to constitute CSR Committee. Since your Company is not eligible to form the CSR Committee but voluntarily we are adopting the constitution of a CSR Committee for Good Corporate Governance.

Name	Status	Category
Anil Behl	Chairman	Non-Executive & Independent
Sanjay Kukreja	Member	Non-Executive & Independent
Seema Malik	Member	Non-Executive & Independent

In line with the provisions of the Act and SEBI (LODR), the Company has devised and implemented a vigil mechanism, in the form of "Whistle Blower Policy". As per the Policy, the Company has an internal committee comprising of the Chairman of the Audit Committee and the Compliance Officer of the Company to address the functioning of the vigil mechanism as mandated by the Act and assist the Audit Committee thereunder.

Board Meetings

During the year 11 Board Meetings and one Independent Directors Meeting was held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 were adhered to while considering the time gap between two meetings.

During the year under review, the Independent Director met on 25^th February, 2025.

Compliance with Secretarial Standards

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), issued by the Institute of Company Secretaries of India.

Related Party Transactions

During the year under review, all transactions entered into with Related Parties were approved/ ratified by the Audit Committee and wherever required, were also approved by the Board of Directors of the Company. Omnibus approval from the Audit Committee was obtained for transactions of repetitive nature. During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the Companys Related Party Transactions Policy.

Further, all related party transactions undertaken during the year were at arms length basis. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable. The related party transactions entered by the Company are disclosed under Note No. 34 of the Notes to the Standalone Financial Statements for the year ended March 31, 2025

Auditors

Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013, M/s. Garg Arun & Associates Chartered Accountants (Firm Registration No. 08180N), were appointed as the Companys Statutory Auditors by the shareholders at their 21st AGM held on September 30, 2021, for a period of five years (i.e) till the conclusion of the 26^th Annual General Meeting to be held for the financial year 2025-2026

The reports of Statutory Auditors on Financial Statements for the financial year 2024-25 forms part of the Annual Report. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Auditors Reports.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Hemant Kumar Sajnani & Associates., (CP No: 14214, FCS: 7348), Company Secretaries to undertake the secretarial audit of the company.

The Secretarial Auditor Report for the financial year 2024-25 forms part of the Annual Report as Annexure-2

There are No qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Reports.

Internal Auditors

M/s. SSAR & Associates, Chartered Accountants performs the duties of Internal Auditors of the Company and their report is reviewed by the audit committee Quarterly basis.

Reporting of Frauds

There was no instance of frauds during the year under review, which required the Statutory Auditors to report to the Audit Committee and/ or Board under Section 143(12) of the Act and Rules framed thereunder.

Listing

The Equity Shares of the Company are presently listed at Bombay Stock Exchange Limited and National Stock Exchange of India Limited and the listing fee, for the year 2025-26, for both the Stock Exchanges paid.

Board Evaluation

Pursuant to the provisions of companies Act, 2013 and (Listing Obligation and Disclosure Requirement) Regulation 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

Business Risk Management

Risk management is an ongoing process and embedded in the operating framework of the Company. Risk Management & Strategic Planning Committee of the Board has been entrusted for timely identification, evaluation and mitigation of all types of internal and external risks including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks etc.

The Committee is responsible for formulating and reviewing the risk management plan/ policy and ensuring its effectiveness across the organization. The Audit Committee of the Board has an additional oversight in the risk management systems prevailing in the Company. There are no risks which in the opinion of the Board are of the nature that can threaten the existence of the Company. However, the risks inter-se those are generally dealt in regular course of business and have to be taken care of, are fluctuations in foreign exchange rates and prices of raw material as well as finished products. The Risk Management Policy has been uploaded on the Companys website.

Policy on Directors Appointment and Remuneration

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Material changes and commitments, if any, affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year 2024-2025 and the date of this Report. Further, there was no change in the nature of business of the Company.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Information Technology and Communications

During the financial year 2024-2025, apart from upgrading the existing software applications with enhanced/ added features to meet the current and emerging business needs, certain new application systems were implemented. Regular Updation of Systems and procedures is undertaken from time to time to provide checks and alerts for avoiding frau d arising out of misrepresentation given by borrower/s while availing loans.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended, the relevant information is given below:

Conservation of Energy

The Companys operations are not power intensive. Nevertheless, your Company is taking every steps to conserve and minimize the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipment etc.

Research and Development

The Company has no formal research and development department but the Company is continuously making efforts to strengthen research and development activities to improve quality and reduce cost.

Technology Import and Absorption

The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance.

Foreign Exchange Earnings and Out Go

(In Lacs)

Particulars	2024-2025	2023-2024
Foreign Exchange Outgo
Foreign Exchange Earnings	59.58	37.28

Extracts of Annual Return

In accordance with the provisions of Section 134 (3)(a) of the Companies Act, 2013, the Annual Return, as required under Section 92 of the Act for the financial year 2024-25, is available on the Companys website at www.raceecochain.com

Corporate Governance

According to the Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companys Secretarial Auditors confirming compliance forms an integral part of this Report. The Report on Corporate Governance by Auditor is forming part of Annual Report as an Annexure-3

Management Discussion and Analysis Report

Pursuant to the Regulation 34 of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Management Discussion and Analysis is a forming part of this Annual Report above.

Public Deposit

Your Company has not accepted any deposits from the public during the year under review.

Corporate Social Responsibility

The Board of Directors of the Company hereby confirms that the provisions of Section 135(1) of the Companies Act, 2013 is not applicable to our Company.

Bonus Issue

The Company has not allotted a bonus issue of Shares during the year.

Auditors Report

The Auditors observations are self-explanatory and hence do not call for any further clarification under section 134(5) of the Companies Act, 2013.

Earnings per Share(EPS)

The Earnings per Share (EPS) is Rs. 2.23 as on March 31, 2025 as against Rs. 0.95 as on March 31, 2024.

Regulatory Guidelines/Amendments

The Company has also been following directions, guidelines, circulars issued by RBI, SEBI, BSE, MCA, from time to time pertaining to listed companies.

Codes and Standards Fair Practice Code

The Company has in place a Fair Practice Code (FPC), which includes guidelines on appropriate staff conduct when dealing with customers and on the organizations policies vis-a-vis client protection.

Internal Control System and their Adequacy

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. Even through this non-production period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

Vigil Mechanism / Whistle Blower Policy

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. The Vigil Mechanism / Whistle Blower Policy will be posted on company website

Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantees and investments is given by the Company under Section 186 of the Companies Act, 2013 and other detailed are mentioned in Notes to Accounts of the Financial Statements.

Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Corporation is committed to prevention of sexual harassment of women at workplace and takes prompt action in the event of reporting of such incidents. In this regard, internal complaints committees have been constituted to deal with sexual harassment complaints, if any and conduct enquires. There were no complaints received of sexual harassment during the financial year 2024-2025.

Declaration Under Maternity Benefit Act, 1961

The Company has complied with provisions of the Maternity Benefit Act, 1961 read with Rules thereunder at all its locations.

Code of Conduct

Company has adopted Code of Conduct for its Board Members and Senior Management personnel. The code of conduct has also been posted on the official website of the Company. The declaration by the Managing Director of the Company regarding compliance with the Code of Conduct for Board Members and Senior Management is annexed with the Corporate Governance Report.

Code for Prevention of Insider Trading Practices

Your Company has formulated and adopted a Code for Prevention of Insider Trading Practices in accordance with the model code of conduct as prescribed under the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended. The code is applicable to all directors, senior employees and their dependents. The said persons are restricted from dealing in the securities of the Company during the restricted trading periods notified by the Company, from time to time. The code for prevention of Insider trading has also been posted on the official website of the Company.

Nomination and Remuneration Policy

The Company has implemented an Appointment and Remuneration Policy pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Schedule II, Part D of the Listing Regulations. Salient features of the Policy and other details have been disclosed in the Corporate Governance Report, attached to this Report.

Particulars of Employees

Disclosure with respect to the remuneration of Directors and Employees as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure-4 which forms part of this Report.

Note of Appreciation

The Directors place on record their appreciation for co-operation and support extended by the Government, RBI, Banks, SEBI, Shareholders, Bankers to issue, RTA and customers for their continued support extended to the company at all times. The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

	By Order of the Board of Directors
		Race Eco Chain Limited
Date: August 12th, 2025	Sd/-	Sd/-
Place: Sahibabad (UP)	Sunil Kumar Malik	Pranav Vasan
	Managing Director	Director