Resgen Ltd Directors Report

To,

The Members,

Your Directors have great pleasure in presenng to you the 6th Annual Report on the a airs of the Company together with

the Audited Accounts for the financial year ended 31st March, 2024.

1. Financial Results:

Our Company was incorporated with the Registrar of Companies, Mumbai, Maharashtra, India, on 29th September, 2018 with the Corporate Identy No. L37200MH2018PLC315052. The Company was listed on the SME plaJorm of Bombay Stock Exchange on 13th March, 2023.

The Financial results of the Company for Financial year have been summarized herein below for the reference of the members:

Parculars	For the Year ended 2024	For the Year ended 2023
Net Revenue From Operaons	4,550.15	2,358.29
Other Income	7.29	0.54
Total Income	4,557.44	2,358.83
Total Expenses Excluding Depreciaon, Interest, Tax & Amorzaon	3,024.83	1,328.26
Pro t/(Loss) Before Depreciaon, Interest, Tax & Amorzaon	1,532.61	1030.57
Less: Interest & Financial Charges	111.28	144.78
Depreciaon & Amorzaon	492.66	295.71
Pro t /(Loss) Before Tax and Exceponal Items	928.68	590.08
Exceponal Item Provision for CSR Expenses	10.82	4.63
Pro t/(Loss) Before Tax	917.86	585.45
Less: Provision For Tax
- Current Tax	308.38	170.69
- Deferred Tax	(49.50)	(4.42)
- MAT Tax	Nil	Nil
- Earlier Years	2.09	2.27
Net Pro t/(Loss) Aer Tax	656.88	416.90

2. Overview and Company Performance:

FY2024 has been a year of exceponal performance for ResGen. Our total income surged to Rs. 4,557.44 lakhs, nearly doubling from the previous year. This remarkable growth is a testament to the increasing demand for our innovave products and the efficiency of our operaons. Our EBITDA reached Rs. 1,532.61 lakhs, and we achieved a net profit of Rs. 656.88 lakhs, represenng substanal year-over-year increases of 48.7% and 57.6% respecvely

Your Directors are commied to achieve higher revenues and profits for its stakeholders in the coming year and hence are in the connuous process of developing new products and tailor made services for its customers.

3. Significant Events during the Financial Year:

The following are the details of significant events happened during the financial year, namely;

Resignaon of Ms. Manisha Sharma, Company Secretary and Compliance Officer of the Company:

Ms. Manisha Sharma has resigned from the post of Company Secretary and Compliance Officer of the Company with effect from 9th July, 2023.

Resignaon of Mr. Milind Rane, Director of the Company:

Mr. Milind Rane has resigned from the directorship of the Company with effect from 30th September, 2023.

Appointment of Mr. Akshay Shah, as Company Secretary and Compliance Officer of the Company:

Mr. Akshay Shah was appointed as Company Secretary and Compliance Officer of the Company with effect from 28th December, 2023.

Resignaon of Mr. Akshay Shah, Company Secretary and Compliance Officer of the Company:

Mr. Akshay Shah has resigned from the post of Company Secretary and Compliance Officer of the Company with effect from 12th February, 2024.

Takeover of the Substanal Stake in the Company Resgen Protech Private Limited:

During the financial year the Company had resolved to acquire 55% of the stake in the Company "ResGen Protech Private Limited", a company registered in Mumbai and incorporated on 15th January, 2024.

The necessary disclosures pursuant to Lisng Regulaons were already led in this regards with the Stock Exchange for the informaon of all the shareholders and various stakeholders.

4. Material changes between the period from end of Financial Year to the date of report of the Board:

There are no significant or material changes between the period from end of Financial Year to the date of report of the Board, except the following:

Appointment of Ms. Shru Chavan, as Company Secretary and Compliance Officer of the Company:

Ms. Shru Chavan was appointed as Company Secretary and Compliance Officer of the Company with effect from 1st June, 2024.

5. Change in the nature of business:

There is no change in the Companys nature of business. The Company connues to be engaged in manufacturing and selling of pyrolysis oil and carbon (substute for coal) from plasc waste and there is no change in the nature of the business of the Company during the Financial year under review.

Our company is engaged in the process of manufacturing Pyrolysis Oil (a substute for furnace oil) from all kinds of waste plascs. We call this: PlasEco. During the manufacturing of PlasEco, were able to repurpose the by-products generated, such as Carbon, which substutes for coal; and Gas, which substutes for LPG.

We at ResGen, has come up with an ingenious method, which is not only eco-friendly but also gives by-products which are very essenal to one and all. The major by-product being combusble liquid and gaseous fuel, it can replace the diesel or furnace oils, which will directly reduce the need and impact of our combusble fuel resources. We use a patented catalyc process to improve the efficiency, safety and scalability of the pyrolysis process.

6. Dividend:

In view of strengthening its financial posion, the Board of Directors of the Company is of the view to plough back the

pro ts of the Company in to the business.

7. Share Capital:

Authorised Share Capital:

The Authorised Share Capital of the is Rs.24,00,00,000/ (Rupees Twenty-Four Crores Only) divided into 2,40,00,000 (Two Crores Forty Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each. There has been no change in the Authorized Share Capital of the Company in the financial year.

Issued and Paid Up Share Capital:

The Company has paid up share capital of Rs.20,97,50,000/- (Rupees Twenty Crores Ninety Seven Lakhs Fiy Thousand Only) divided into 2,09,75,000 (Two Crore Nine Lakhs Seventy Five Thousand) equity shares of Rs. 10/- (Rupees Ten Only) each, as on 31st March, 2024.

8. Ulizaon of IPO Fund:

The Company has ulised the IPO proceeds for its intended use i.e. for Working capital purpose, Purchase of the land for manufacturing facility and General corporate purpose.

9. Transfer to reserves:

Your Directors do not propose to carry any amount to any reserves, during the Financial year.

10. Deposits:

The Company has neither accepted nor invited any deposits from the public during the financial year pursuant to provisions of secon 73 and 74 of the Companies Act, 2013.

There were no unclaimed or unpaid deposits as on 31st March, 2024.

11. Annual Return:

Pursuant to the amendments to Secon 134(3)(a) and Secon 92(3) of the Act read with Rule 12 of the Companies (Management and Administraon) Rules, 2014, the Annual Return in Form MGT-7 for the Financial Year ended 31st March, 2024 is available on the Companys website and can be accessed at hps://www.resgen.in/investors/Annual Reports.

12. Transfer of Unclaimed Dividend to Investor Educaon and Protecon Fund:

There was no amount outstanding to be an Unclaimed Dividend to Investor Educaon and Protecon Fund during the FY 2023-2024.

13. Corporate Governance:

As per regulaon 15(2) of the SEBI (LODR) Regulaons, 2015, the Compliance with respect to the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a) Listed enty having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous Financial year;

b) Listed enty which has listed its specified securies on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exempon (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the Financial Year 2023-2024.

14. Non-Applicability of the Indian Accounng Standards:

As per Provision to regulaon Rule 4(1) of the Companies (Indian Accounng Standards) Rules, 2015 no ed vide No caon No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulaons, 2009, are exempted from the compulsory requirements of adopon of IND-AS w.e.f. 1st April, 2017.

As your Company is also listed on SME PlaJorm of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparaon of financial statements beginning with period on or aWer 1st April, 2017.

15. Directors and Key Managerial Personnel:

The Board received a declaraon from all the Directors under Secon 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the Directors of the Company is disqualified under the provisions of the Companies Act, 2013 ("Act") or under the SEBI (Lisng Obligaon and Disclosure Requirements) Regulaons 2015.

The Board of Directors of the Company, at present, comprises of 4 Directors, who have wide and varied experience in different disciplines of corporate funconing. The present composion of the Board consists of one Managing Director, One Execuve Director, One Non-Execuve Director and Two Non-Execuve Independent Directors.

The details are as follows:

Sr. No. Name	DIN No.	Designaon
1. Karan Bora	08244316	Managing Director
2. Abhijeet Oza	06584315	Execuve Director
3. Brandon Almeida	09815693	Independent Director
4. Shru Rambhia	09796654	Independent Director

16. Directors Responsibility Statement:

Pursuant to the requirement under sec_on 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby con rmed that:

(i) In the preparaon of the annual accounts for the Financial year ended 31st March, 2024, the applicable accounng standards had been followed along with proper explanaon relang to material departures;

(ii) The Directors had selected such accounng policies and applied them consistently and made judgments and esmates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company as at 31st March, 2024 and of the Pro t and Loss of the Company for that period;

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounng records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevenng and detecng fraud and other irregularies;

(iv) The Directors had prepared the annual accounts on a going concern basis; and

(v) The Directors had laid down internal Financial controls to be followed by the Company and that such internal

Financial controls are adequate and were operang e ecvely;

(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operang e ecvely.

17. Disclosures By Directors:

The Board of Directors have submied noce of interest in Form MBP 1 under Secon 184(1) as well as informaon by Directors in Form DIR 8 under Secon 164(2) and declaraons as to compliance with the Companies Act, 2013.

18. Disquali caons Of Directors:

During the Financial Year 2023-2024 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Secon 164(2) of the Companies Act, 2013 read with Companies (Appointment and Quali caon of Directors) Rules, 2014 that none of the Directors of your Company is disqualified.

19. SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Acon Taken Reports\(ATRs) by the concerned companies and online viewing by investors of acons taken on the complaint and its current status. Your Company has been registered on SCORES and makes every e ort to resolve all investor complaints received through SCORES or otherwise within the statutory me limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during Financial year 2023-24.

20. Details of the Complaint Received/Solved/Pending during the year:

During the financial year under consideraon, the Company has not received any complaints from its shareholders or investors. The informaon is depicted below in tabular form.

Sr. No. Nature of Complain	Nature of Complaint	Complaints Solved	Complaints Pending
1. Non-receipt of sharescer cate aWer transfer etc.	Nil	Nil	Nil
2. Non-receipt of dividend warrants	Nil	Nil	Nil
3. Query regarding demat credit	Nil	Nil	Nil
4. Others	Nil	Nil	Nil
Total	Nil	Nil	Nil

21. Statutory Auditors and Audit Report:

As members must be aware that pursuant to provisions of secon 139 of the Companies Act, 2013 the Auditor has to be appointed for a period of ve years. Accordingly, M/s. Jay Gupta & Associates, Chartered Accountants, Statutory Auditors was appointed as Statutory Auditors of the Company for period of ve years starng from 5th Annual General Meeng ll the conclusion of 10th Annual General Meeng.

Statutory Auditors comments on the Annual Financial Statements of the Company for the year ended 31st March, 2024, are self-explanatory and do not require any explanaon as per provisions of Secon 134(3)(f) of the Companies Act, 2013.

There were no quali caons, reservaons or adverse remarks or disclaimer made by the Statutory Auditor in their reports on the Annual Financial Statement of the Company for the year under review.

22. Details of Fraud reported by the Auditor:

As per Auditors report, no fraud u/s 143(12) has been reported by the Auditor.

23. Boards Comment on Auditors Report:

The observaons of the Statutory Auditors, when read together with the relevant notes to accounts and other

accounng policies are self-explanatory and do not calls for any further comment.

24. Secretarial Audit:

The Board had appointed M/s. DSM & Associates, Company Secretaries, to carry out Secretarial Audit of the Company under the provisions of Secon 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneraon of Managerial Personnel) Rules, 2014, for the Financial Year 2023-24. The Report of the Secretarial Auditor for Financial Year 2023-24 is annexed to this report.

The Company has complied with Secretarial Standards issued by the Instute of Company Secretaries of India on Meengs of the Board of Directors and General Meengs.

There are no adverse observaons in the Secretarial Audit Report which call for explanaon.

25. Subsidiary Company:

The Company does not have any subsidiary Company and hence comments and informaon as required under secon

129 of the Companies Act, 2013 is not applicable and not required.

During the financial year the Company had resolved to acquire 55% of the stake in the Company "ResGen Protech Private Limited", a company registered in Mumbai and incorporated on 15th January, 2024. The necessary disclosures pursuant to Lisng Regulaons were already led in this regards with the Stock Exchange for the informaon of all the shareholders and various stakeholders.

26. Compliance of Applicable Secretarial Standards:

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Instute of Company Secretaries of India with respect to Board meengs and general meengs respecvely and approved by the Central Government under secon 118(10) of the Companies Act, 2013.

27. Management Discussion and Analysis Report:

In terms of Regulaon 34 of SEBI (Lisng Obligaon and Disclosure Requirements) Regulaon, 2015 read with Schedule V of SEBI (Lisng Obligaon and Disclosure Requirements) Regulaons 2015, Management Disclosure and Analysis Report is aPached.

28. Declaraon By Independent Directors:

The Company had received a declaraon from all the Independent Director of the Company confirming that they meet the criteria of independence as prescribed under Secon 149(6) of the Companies Act, 2013 and that they are not aware of any circumstance or situaon, which exist or may be reasonably ancipated, that could impair or impact their ability to discharge their dues with an objecve independent judgment and without any external in uence. In the opinion of the Board, they fulfill the condions of independence as specified in the Act and the Lisng regulaons and are independent of the management.

29. Independent Directors Meeng:

The Independent Directors met during the financial year without the aPendance of Non- Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Execuve Directors and Non-Execuve Directors and assessed the quality, quanty, and meliness of the flow of informaon between the Company Management and the Board that is necessary for the Board to e ecvely and reasonably perform the dues.

30. Evaluaon of Board, Its Commiee, and Individual Directors:

The Independent Directors have carried out performance evaluaon of Non-Independent Directors, the Chairperson of the Company and the Board as a whole for Financial Year 2023-2024. They also assessed the quality, content and meliness of flow of informaon between the Management and the Board that is necessary for the Board to e ecvely and reasonably perform its dues.

The Company is in process of re ning the process of Boards evaluaon and that of Individual Directors.

31. Meeng of Directors:

Board Meeng & Shareholders Meeng:

The Board meets at regular intervals to discuss and decide on Companys business policy and strategy apart from other Board business. The noce of Board Meeng is given well in advance to all the Directors. The Agenda of the Board/ Commiee meengs is circulated to all the Directors as per the Provisions of Companies Act, 2013 and rules made thereunder. The Agenda for the Board and Commiee meengs includes detailed notes on the items to be discussed at the meeng to enable the Directors to take an informed decision.

During the Financial Year under review the Board of Directors duly met 10 mes with gap not exceeding the period prescribed under Companies Act, 2013 and Rules made thereunder. The dates of the Board Meeng are menoned below:

Sr. No. Dates of Board Meeng	Directors A*endance
	No of Directors Eligible to a*end	No. of Directors a*ended
1. 10th April, 2023	5	5
2. 26th May, 2023	5	5
3. 7th September, 2023	5	5
4. 13th October, 2023	4	4
5. 13th November, 2023	4	4
6. 28th December, 2023	4	4
7. 7th February, 2024	4	4
8. 5th March, 2024	4	4
9. 9th March, 2024	4	4
10. 20th March, 2024	4	4

The 5th Annual General Meeng of the Company was held on 30th September, 2023

Board Commiees

In compliance with the requirement of applicable laws and as part of best governance pracces, the Company has following Commiees of the Board.

i. Audit Commiee

ii. Nominaon and Remuneraon Commiee

iii. Stakeholders Relaonship Commiee

A. Audit Commiee Meengs:

The composion of the Audit Commiee is in conformity with the provisions of Secon 177 of the Companies Act, 2013 and Regulaon 18 of SEBI (Lisng Obligaon and Disclosure Requirement) Regulaons, 2015. The Audit Commiee comprises of:

Ms. Shru Rambhia	Independent Director	Chairman
Mr. Brandon Almeida	Independent Director	Member
Mr. Karan Bora	Managing Director	Member

The scope and terms of reference of the Audit Commiee is in accordance with the Act and the SEBI (LODR)

Regulaons, 2015.

The Commiee met 4 mes on 26th May, 2023, 7th September, 2023, 13th November, 2023, and 7th

February, 2024 during the financial year.

B. Nominaon and Remuneraon Commiee

The Nominaon and Remuneraon Commiee of Directors is constuted by the Board of Directors of the Company in accordance with the requirements of Secon 178 of the Act and Regulaon 19 of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015.

The Nominaon and Remuneraon Commiee (hereinaWer the "NRC Commiee") comprises of:

Ms. Shru Rambhia	Independent Director	Chairman
Mr. Karan Bora	Managing Director	Member
Mr. Brandon Almeida	Independent Director	Member

The Commiee met 1 me on 7th February, 2024 during the financial year.

C. Stakeholders Relaonship Commiee

The Stakeholders Relaonship Commiee is constuted by the Board of Directors of the Company in accordance with the requirements of Secon 178 of the Act and Regulaon 20 of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015. The Stakeholders Relaonship Commiee comprises of:

Ms. Shru Rambhia	Independent Director	Chairman
Mr. Karan Bora	Managing Director	Member
Mr. Brandon Almeida	Independent Director	Member

The Commiee met 4 mes on 26th May, 2023, 7th September, 2023, 13th November, 2023, and 7th February, 2024 during the financial year.

D. Corporate Social Responsibility Commiee

The Company is required to constute a Corporate Social Responsibility Commiee as it falls within purview of Secon 135(1) of the Companies Act, 2013. Accordingly, the Company have constuted a Corporate Social Responsibility Commiee and the Commiee consists of Independent Directors and Directors of the Company as listed below:

Mr. Brandon Almeida	Chairman	Independent Director
Ms. Shru Rambhia	Member	Independent Director
Mr. Karan Bora	Member	Managing Director

During the financial year 2023-24 the Company has spent Rs. 4.63/- Lakhs towards CSR expenditure. The Annual Report on Corporate Social Responsibility (CSR) Acvies is aPached herewith as Annexure I to the Directors Report.

32. Conservaon of Energy, Technology Absorpon, Foreign Exchange Earnings and Outgo:

The informaon on Conservaon of Energy, Technology Absorpon and Foreign Exchange Earnings and Outgo, as spulated under Secon 134(3)(m) of the Companies Act, 2013, read with Rule, 8 of The Companies (Accounts) Rules, 2014, is as below:

Parculars	FY 2023-24	FY2022-2023
Conservaon of Energy, Technology, Absorpon	NIL	NIL
Foreign Exchange Earnings	NIL	NIL
Foreign Exchange Expenditure	NIL	NIL

33. Related Party Transacons:

During the Financial year under review the Company has entered into related party transacons and the details as per provisions of secon 134(3)(h) of the Companies Act, 2013 read with provisions of rule 8 of the Companies (Accounts) Rules, 2014, are as follows:

For and on behalf of the Board of

ResGen Limited

Sd/-

Karan Bora

Managing Director

DIN No. 08244316.

Date: 6th September, 2024.

Place: Mumbai.