DIRECTORS' REPORT

Your Directors have great pleasure in presenting to you the 7th Annual Report on the affairs of the Company together with the Audited Accounts for the financial year ended 31st March, 2025.

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:

2. Overview and Company Performance:

FY2025 has been a year of exceptional performance for ResGen. Our total income surged to Rs.6516.08 lakhs, a substantial increase over the previous year. This remarkable growth is a testament to the increasing demand for our innovative products and the efficiency of our operations. Our EBITDA reached Rs.1,537.63 lakhs, and we achieved a net profit of Rs.797.53 lakhs, representing substantial year-over-year increases of 21.41%.

Your Directors are committed to achieve higher revenues and profits for its stakeholders in the coming year and hence are in the continuous 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;

Resignation of Mr. Kunal Bora, Chief Financial Officer of the Company:

Mr. Kunal Bora has resigned from the post of Chief Financial Officer of the Company with effect from 4th November, 2024.

Appointment of Mr. Abhijeet Oza, as Chief Financial Officer of the Company:

Mr. Abhijeet Oza was appointed as Chief Financial Officer of the Company with effect from 4th November, 2024.

Shifting of Registered office of the Company:

The Company has relocated its office from Office No. 919, 9th Floor, Plot No. 221, Maker Chamber V, Jamnalal Bajaj Marg, Nariman Point, Mumbai - 400021, Maharashtra, India to Office No. 104, Maker Chamber V, Nariman Point, Mumbai - 400021, Maharashtra, India, with effect from 17th January, 2025.

Resignation of Ms. Shruti Chavan, Company Secretary and Compliance Officer of the Company:

Ms. Shruti Chavan has resigned from the post of Company Secretary and Compliance Officer of the Company with effect from 20th February, 2025.

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

Mr. Kasim Hans was appointed as Company Secretary and Compliance Officer of the Company with effect from 10th June, 2025.

5. Change in the nature of business:

There is no change in the Company's nature of business. The Company continues to be engaged in manufacturing and selling of pyrolysis oil and carbon (substitute for coal).

ResGen's core recycling vertical is built around PyroFlow, its proprietary pyrolysis platform, and two flagship products, PlasEco and TyreTurn. Together, they form the company's advanced waste-to-value engine, transforming plastic waste and end-of-life tyres into reliable, high-quality fuels and by-products that power industries while supporting a circular economy

PyroFlow is ResGen's unique technology that aggregates, processes, and standardizes pyrolysis oil from multiple sources. With advanced catalytic processing and centrifugal cleaning, it ensures consistent quality across calorific value, viscosity, sulfur content, and impurities — making it a scalable, trusted supply chain for industrial fuels.

PlasEco, derived from plastic waste, offers ultra-low sulphur content and high calorific value, making it a premium substitute for furnace oil in industries such as cement, glass, and chemicals.

TyreTurn, produced from waste tyres, serves as a high-energy industrial fuel and an alternative to conventional crude-based fuels, with applications across heavy industries, cement kilns, road construction, and marine fuels.

In addition, ResGen has expanded into Extended Producer Responsibility (EPR) credit trading through an exclusive partnership with BNZ Green Technologies, offering corporates a transparent and efficient compliance platform.

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 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 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, 2025.

8. Utilization of IPO Fund:

The Company has utilised 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 transfer 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 section 73 and 74 of the Companies Act, 2013.

There were no unclaimed or unpaid deposits as on 31st March, 2025.

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, 2025 is available on the Company's website and can be accessed at https://www.resgen.in/investors/AnnualReports

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 2024-2025.

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 (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 2024-25.

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, 2018, 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.

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, 2025, 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, 2025 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 2024-2025 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 2024-25.

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.

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 Auditor's comments on the Annual Financial Statements of the Company for the year ended 31st March, 2025, 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 Auditor's report, no fraud u/s 143(12) has been reported by the Auditor.

23. Board’s Comment on Auditor’s Report:

The observations of the Statutory Auditors, when read together with the relevant notes to accounts and other accounting policies are self-explanatory and doesn't 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 Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the Financial Year 2024-25. The Report of the Secretarial Auditor for Financial Year 2024-25 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.

The Company has received the following remark in Secretarial Audit Report:

As per Regulation 6(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, any vacancy in the office of the Compliance Officer shall be filled by the listed entity at the earliest, and in any case, not later than three months from the date of such vacancy.

During the year, Ms. Shruti Chavan, Company Secretary of the Company, resigned with effect from 20th February, 2025. Subsequently, Mr. Kasim Hans was appointed as the Company Secretary with effect from 10th June, 2025. Hence there was a delay of 20 days in the filling the casual vacancy

caused in the position of Company Secretary & Compliance Officer as per Reg.6 of the SEBI (Listing Obligation and Disclosure) Requirements, 2015.

The management of the Company has extensively searched and conducted through interviews for the right candidate. The management firmly believes that appointment of any one at a crucial position of Company Secretary is strategically important and selecting the right candidate for the position is of crucial importance from the point of view of overall compliance and general functioning of the Company. The delay in appointment is purely attributable to procedural aspects of relieving of the candidate from previous organisation, joining at our place etc.

25. Subsidiary Company:

The Company does not have any subsidiary Company and hence comments and information as required under section 129 of the Companies Act, 2013 is not applicable and not required.

26. Compliance of Applicable Secretarial Standards:

The Company has ensured compliance with the mandated Secretarial Standard 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) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, Management Disclosure and Analysis Report is attached.

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

The Company affirms that it has duly complied with all the provision 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 Director 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 2024-2025. 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 process of refining the process of Board's 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 Company's 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 is circulated to all the Directors as per the Provisions of Companies Act, 2013 and rules made thereunder. The Agenda for the Board and Committee meetings includes 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 5 times with gap not exceeding the period prescribed under Companies Act, 2013 and Rules made thereunder. The dates of the Board Meeting are mentioned below:

The 6th Annual General Meeting of the Company was held on 30th September, 2024.

Board Committees

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

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders' Relationship 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:

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

The Committee met 4 times on 29th May, 2024, 6th September, 2024, 4th November, 2024, and 20th February, 2025 during the financial year.

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:

The Committee met 1 time on 20th February, 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:

The Committee met 4 times on 29th May, 2024, 6th September, 2024, 4th November, 2024, and 20th February, 2025 during the financial year.

D. Corporate Social Responsibility Committee

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

During the financial year 2024-25 the Company has spent Rs.10.82/- 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:

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:

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 employee’s 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 2024-25:

During the financial year 2024-25, none of the Directors have been paid any remuneration. None of the KMPs except CS, drawn any salary for the financial year 2024-25 (as one CS has resigned during the year and another CS joined after the financial year, the comparison is not possible). Hence the details of increase or decrease in remuneration of Directors and KMPs are Not Applicable.

2. The percentage increase in the median remuneration of employees in the financial year: 23.81%

3. The number of permanent employees on the rolls of the Company as on 31st March, 2025: Eight 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: N.A.

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 Company’s 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 Company's operations in future.

38. Company’s 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, 2025, 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 2024-2025 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 was being done through implementation of ISO Certification. While the risks are low, the Company plan to launch formal Risk Management Policy. This will help to manage the overall process of risk management in the organization 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 a reasonable assurance

with regard to maintaining of proper accounting controls for ensuring reliability of Financial reporting, monitoring of operations, protecting assets from unauthorized use or losses, 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 women's 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. Cautionary Statement:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis Report, describing the Company's objectives, projections, estimates and expectations, may constitute “forward looking statements “within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

47. 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

CAUTIONARY STATEMENT: Some of the statements in the report may be forward -looking and are stated as required by applicable laws & regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook. The Company's Performance is dependent on several external factors such as performance of monsoons, government policy, fluctuation of prices of raw material and finished products and also their availability, and not to say the least, the pandemic situation in the country, which could adversely affect the operations of the Company