Resgen Ltd Directors Report

To

The Members,

Your directors have great pleasure in presenting to you the 8th Annual Report on the affairs of the Company together with the Audited Accounts for the financial year ended 31st March, 2026.

1. Financial Results:

Our Company was incorporated with the Registrar of Companies, Mumbai, Maharashtra, India, on 29th September, 2018 with the Corporate Identity No. L37200MH2018PLC315052. The Company was listed on the SME platform 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:

(Amount in Lakhs)

Particulars	For the year ended 2026	For the year ended 2025
Net Revenue from Operations	7,107.84	6,515.93
Other Income	164.15	0.14
Total Income	7,271.98	6,516.08
Total Expenses Excluding Depreciation, Interest, Tax & Amortization	5,754.22	4,978.45
Profit/(Loss) Before Depreciation, Interest, Tax & Amortization	1,517.76	1,537.63
Less: Interest & Financial Charges	20.05	66.62
Depreciation & Amortization	281.52	357.51
Profit /(Loss) Before Tax and Exceptional Items	1,216.19	1,113.50
Exceptional Item – Provision for CSR Expenses	-	-
Profit/(Loss) Before Tax	1,216.19	1,113.50
Less: Provision For Tax
- Current Tax	340.76	320.31
- Deferred Tax	(39.52)	(35.11)
- MAT Tax	Nil	Nil
- Earlier Years	37.90	30.77
Net Profit/(Loss) After Tax	877.05	797.53

2. Overview and Company Performance:

During the year under review, the Company continued to demonstrate a stable and satisfactory financial performance. The Company recorded Net Revenue from Operations of Rs.7,107.84/- lakh as against Rs.6,515.93/- lakh in the previous year, registering a growth of 9.08%. Total Income increased to Rs.7,271.98/- lakh from Rs.6,516.08/- lakh in the previous year, mainly on account of growth in revenue from operations and increase in other income.

The Companys Profit Before Tax increased to Rs.1,216.19/- lakh from Rs.1,113.50/- lakh in the previous year, reflecting a growth of 9.22%. The improvement in profitability was supported by lower finance costs and depreciation and amortisation expenses during the year. Consequently, the Company achieved a Net Profit After Tax of Rs.877.05/- lakh, as compared to Rs.797.53/- lakh in the previous year, registering a growth of 9.97%.

Overall, the Company maintained a healthy financial position during the year and continued to focus on strengthening its operations and achieving sustainable growth.

3. Significant Events during the Financial Year:

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

Appointment and Resignation of Mr. Kasim Hans, as Company Secretary and Compliance Officer of the Company:

Mr. Kasim Hans was appointed as the Company Secretary and Compliance Officer of the Company on 10th June, 2025 and he resigned from the said designation with effect from 14th March, 2026.

Acquisition of substantial stake in unquoted shares:

During the year, the Company acquired substantial stake of 34,995 shares in Harekrishna Rubber Industries Private Limited for Rs.374.94/- lakhs.

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. Tanushi Goyal, as Company Secretary and Compliance Officer of the Company:

Ms. Tanushi Goyal was appointed as Company Secretary and Compliance Officer of the Company with effect from 10th April, 2026.

5. Change in the nature of business:

There is no change in the Companys nature of business. The Company continues to be engaged in the manufacturing and selling of pyrolysis oil and carbon (a substitute for coal) from plastic waste, and there is no change in the business of the Company during the financial year under review.

Our Company is engaged in the process of manufacturing Pyrolysis Oil (a substitute for furnace oil) from all kinds of waste plastics. We call it: PlasEco. During the manufacturing of PlasEco, were able to repurpose the by-products generated, such as Carbon, which substitutes for coal; and Gas, which substitutes 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 essential to one and all. The major by-product being combustible liquid and gaseous fuel, it can replace the diesel or furnace oils, which will directly reduce the need and impact of our combustible fuel resources. We use a patented catalytic process to improve the efficiency, safety and scalability of the pyrolysis process.

6. Dividend:

In view of strengthening its financial position, the Board of Directors of the Company is of the view to plough back the profits of the Company in to the business.

7. Share Capital:

Authorised Share Capital:

The Authorised Share Capital of the Company 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 during 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 Fifty 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, 2026.

8. Utilization of IPO Fund:

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

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 the provisions of Section 73 and 74 of the Companies Act, 2013.

There were no unclaimed or unpaid deposits as on 31st March, 2026.

11. Annual Return:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the Financial Year ended 31st March, 2026 is available on the Companys website and can be accessed at https://www.resgen.in/investors/Annual Reports.

12. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

There was no amount outstanding to be an Unclaimed Dividend to Investor Education and Protection Fund during the FY 2025-26.

13. Corporate Governance:

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

a) Listed entity 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 entity which has listed its specified securities on the SME Exchange.

Since our Company falls within the ambit of aforesaid exemption of point (b) above; the compliance with the provision of Corporate Governance shall not apply to the Company and therefore it does not form part of the Annual Report for the Financial Year 2025-26.

14. Non-Applicability of the Indian Accounting Standards:

As per Provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification 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) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017.

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

15. Directors and Key Managerial Personnel:

The Board received a declaration from all the Directors under Section 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 (Listing Obligation and Disclosure Requirements) Regulations 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 functioning. The present composition of the Board consists of one Managing Director, One Executive Director and Two Non-Executive Independent Directors.

The details are as follows:

SR. NO.	NAME OF THE DIRECTORS	DIN NO.	DESIGNATION
1.	Karan Bora	08244316	Managing Director
2.	Abhijeet Oza	06584315	Executive Director
3.	Branden Almeida	09815693	Independent Director
4.	Shruti Rambhia	09796654	Independent Director

16. Directors Responsibility Statement:

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

(i) In the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the Profit and Loss of the Company for that period;

(iii) The Directors had taken proper and sufficient care 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;

(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 operating effectively;

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

17. Disclosures by Directors:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by Directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

18. Disqualifications of Directors:

During the Financial Year 2025-26 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification 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 Action Taken Reports(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2025-26.

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

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

Sr.No.	Nature of Complaint	Complaints received	Complaints solved	Complaints pending
1.	Non-receipt of shares certificate after 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 Section 139 of the Companies Act, 2013 the Auditor has to be appointed for a period of five years. Accordingly, M/s. Jay Gupta & Associates, Chartered Accountants, Statutory Auditors was appointed as Statutory Auditors of the Company for period of five years starting from 5th Annual General Meeting till the conclusion of 10th Annual General Meeting.

Statutory Auditors comments on the Annual Financial Statements of the Company for the year ended 31st March, 2026, are self-explanatory and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013.

There were no qualifications, reservations 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 observations of the Statutory Auditors, when read together with the relevant notes to accounts and other accounting policies, are self-explanatory and do not call 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 Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the Financial Year 2025-26. The Report of the Secretarial Auditor for Financial Year 2025-26 is annexed to this Report.

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

25. Holding Company, Subsidiary Company, Associate and Joint Venture:

The Company does not have any Holding, Subsidiary Company or Joint Venture within the meaning of the Companies Act, 2013. The Company has an Associate Company, viz Harekrishna Rubber Industries Private Limited, wherein the Company acquired a stake on 10th September, 2025.

26. Compliance of Applicable Secretarial Standards:

The Company has ensured compliance with the mandated Secretarial Standards I & II issued by the Institute of Company Secretaries of India with respect to Board Meetings and General Meetings, respectively and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

27. Management Discussion and Analysis Report:

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is attached.

28. Maternity Benefit: Rule 8(5)(xiii) of Company (Account), Rules, 2014:

The Company affirms that it has duly complied with all the provisions of Maternity Benefits to eligible woman employees during the year.

29. Declaration by Independent Directors:

The Company had received a declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.

30. Independent Directors Meeting:

The Independent Directors met during the financial year without the attendance 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 Executive Directors and Non-Executive Directors, and assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform the duties.

31. Evaluation of Board, its Committee, and Individual Directors:

The Independent Directors have carried out performance evaluation of Non-Independent Directors, the Chairperson of the Company and the Board as a whole for Financial Year 2025-26. They also assessed the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Company is in the process of refining the process of the Boards evaluation and that of Individual Directors.

32. Meeting of Directors:

Board Meeting & Shareholders Meeting:

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

During the Financial Year under review, the Board of Directors duly met 6 times, with a gap not exceeding the period prescribed under the Companies Act, 2013 and Rules made thereunder. The dates of the Board Meetings are mentioned below:

The 7th Annual General Meeting of the Company was held on 30th September, 2025.

Sr. No.	Dates of Board Meeting	Directors Attendance
		No. of Directors eligible to attend	No. of Directors attended
1.	29th May, 2025	4	4
2.	10th June, 2025	4	4
3.	08th September, 2025	4	4
4.	14th November, 2025	4	4
5.	14th February, 2026	4	4
6.	25th March, 2026	4	4

Board Committees

In compliance with the requirements of applicable laws and as part of best governance practices, the Company has following Committees of the Board.

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders Relationship Committee

D. Corporate Social Responsibility Committee

A. Audit Committee Meetings:

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The Audit Committee comprises of:

Ms. Shruti Rambhia	Independent Director	Chairperson
Mr. Branden Almeida	Independent Director	Member
Mr. Karan Bora	Managing Director	Member

The scope and terms of reference of the Audit Committee is in accordance with the Act and the SEBI (LODR) Regulations, 2015.

During the Financial Year ended 31st March, 2026, Five (5) meetings of the Audit Committee were held. The attendance of the members at the meetings is as under:

Sr. No	Date of the Committee Meeting	Members Attendance
		No. of Members eligible to attend	No. of Members attended
1.	29th May, 2025	3	3
2.	10th June, 2025	3	3
3.	08th September, 2025	3	3
4.	14th November, 2025	3	3
5.	14th February, 2026	3	3

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Directors is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee (hereinafter the "NRC Committee") comprises of:

Ms. Shruti Rambhia	Independent Director	Chairperson
Mr. Karan Bora	Managing Director	Member
Mr. Branden Almeida	Independent Director	Member

The Committee met once on 10th June, 2025 during the financial year.

C. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee comprises of:

Ms. Shruti Rambhia	Independent Director	Chairperson
Mr. Karan Bora	Managing Director	Member
Mr. Branden Almeida	Independent Director	Member

During the Financial Year ended 31st March, 2026, Three (3) meetings of the Stakeholders Relationship Committee were held. The attendance of the members is as under:

Sr. No	Date of the Committee Meeting	Members Attendance
		No. of Members eligible to attend	No. of Members attended
1.	29th May, 2025	3	3
2.	14th November, 2025	3	3
3.	14th February, 2026	3	3

D. Corporate Social Responsibility Committee

The Company have constituted a Corporate Social Responsibility Committee and the Committee consists of Independent Directors and Directors of the Company as listed below:

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

The Committee met once on 15th March, 2026 during the financial year.

During the financial year 2025-26 the Company has spent Rs.17.55/- Lakhs towards CSR expenditure. The Annual Report on Corporate Social Responsibility (CSR) Activities is attached herewith as Annexure I to the Directors Report.

33. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule, 8 of The Companies (Accounts) Rules, 2014, is as below:

Particulars	FY 2025-26	FY 2024-25
Conservation of Energy, Technology, Absorption	NIL	NIL
Foreign Exchange Earnings	NIL	NIL
Foreign Exchange Expenditure	NIL	NIL

34. Related Party Transactions:

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

Form AOC – 2

(Pursuant to clause (h) of sub section (3) of Section 134 of the Act and Rule 8 (2) of the Companies (Accounts) Rules, 2014)

Sr. No.	Particulars	Details
1.	Details of Contracts or arrangements or transactions not at arms length basis	NIL
2.	Details of material contracts or arrangements or transactions at arms length basis	As follows

Name(s) of the related party and nature of relationship	Nature of contracts/ arrangement/ transactions	Duration of the contracts / arrangements/ transactions	Terms of the contracts or arrangements or transactions including the value, if any:	Date(s) of approval by the Board, if any:	Amount paid as advances, if any: (amount in lakhs)
Mr. Karan Bora	Payments made on Companys behalf/ Reimbursement	On-going	–	29th May, 2025	Rs.0.74/-
Mr. Karan Bora	Loan Repayment	On-going	–	29th May, 2025	Rs.220.90/-
Harekrishna Rubber Industries Pvt. Ltd.	Purchases	On-going	–	29th May, 2025	Rs.36.88/-
Mr. Karan Bora	Loan Availed	On-going	–	29th May, 2025	Rs.321.00/-
Harekrishna Rubber Industries Pvt. Ltd.	Payments Made	On-going	–	29th May, 2025	Rs.309.86/-
Mr. Karan Bora	Payments Made	On-going	–	29th May, 2025	Rs.0.06/-

35. The Information pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to median employees remuneration for the financial year under review is as below:

1. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary of the Company and ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2025-26:

Name	% Increase / (Decrease) in the remuneration	Ratio of the remuneration of each Director / to median remuneration of the employees
Executive Directors
Karan Bora Managing Director	N.A.	N.A.
Abhijeet Oza Executive Director	N.A.	N.A.
Key Managerial Personnel
CS Kasim Hans (Resigned on 14th March, 2026)	N.A.	N.A.

Except payment of Remuneration to Mr. Abhijeet Oza, none of the Directors has been paid any remuneration or salary during the year. As remuneration was paid to Mr. Abhijeet Oza for the first time, therefore there are no comparative figures of previous years to provide increase or decrease in salary of Mr. Abhijeet Oza. CS Kasim Hans resigned during the year; therefore, the details of the increase or decrease in the remuneration of Directors and KMPs are Not Applicable.

2. The percentage increase in the median remuneration of employees in the financial year: 13.99%

3. The number of permanent employees on the rolls of the Company as on 31st March, 2026: Twelve permanent employees, apart from Directors and KMPs.

4. Average percentile increases already made in the salaries of employees other than the managerial Personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: There is an increase of around 10.91% in salaries of employees other than the managerial personnel. Whereas remuneration was paid to Mr. Abhijeet Oza for the first time in this financial year, therefore there are no comparative figures of percentile increase in salaries of managerial personnel that can be compared with percentile increase in salaries of other employees.

5. It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and other Employees is as per the Remuneration Policy of the Company.

36. Whistle-blower Policy:

The Company has adopted a Whistle-blower policy and has established the necessary vigil mechanism for employees and Directors to report a concern about unethical behaviour. No person has been denied access to the Chairman of the Audit Committee. The updated Whistle Blower Policy is updated on the website of the Company at www.resgen.in during the year under review, there were no instances of Whistle-blowers.

37. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

38. Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178:

During the Financial Year ended on 31st March, 2026, the Board, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees is available on the website of the Company i.e. www.resgen.in

39. Particulars of loans, guarantees or investments under Section 186:

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments.

40. Particulars of Employee:

There is no percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, in the financial year 2025-26 with reference to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company would like to declare that it has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

41. Risk Management:

So far, there are elements of Risk; the mitigation and reduction were being done through implementation of ISO Certification. While the risks are low, the Company plans to launch a formal Risk Management Policy. This will help to manage the overall process of risk management in the organisation covering operational, Financial, strategic and regulatory risk.

42. Internal Controls Systems and their adequacy:

The Company has an adequate system of internal controls in place, commensurate with the size and nature of its business. These controls have been designed to provide reasonable assurance with regard to maintaining proper accounting controls for ensuring reliability of Financial reporting, monitoring of operations, protecting assets from unauthorized use or losses, and compliance with regulations.

43. Material Changes and Commitments:

No Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

44. Cost Audit:

The provision of Cost Audit as per Section 148 is not applicable to the Company.

45. Disclosure as required under Section 22 of sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

As per requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained internal policy to prevent womens harassment at work and covered all employees so they could directly make complaints to the management or Board of Directors, if such situation arises. The Management and Board of Directors together with confirm total number of complaints received and resolved during the year is as follows:

a) No. of Complaints received : NIL

b) No. of Complaints disposed : NIL

46. Acknowledgments:

The Board of Directors wishes to express its gratitude and record its sincere appreciation of the dedicated efforts by all the employees of the Company towards the Company. Directors take this opportunity to express their gratitude for the valuable assistance and cooperation extended by Banks, Vendors, Customers, Advisors and other business partners. Directors are thankful to the esteemed stakeholders for their support and confidence reposed in the Company.

For and on behalf of the Board of

ResGen Limited

Sd/-

Karan Bora

Managing Director

DIN - 08244316

Sd/-

Abhijeet Oza

Director

DIN - 06584315

Date: 8th September, 2026

Place: Mumbai