Directors Report of Nupur Recyclers Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 07th Annual Report on the business and operations
of your Company along with the audited financial statements (standalone as well as consolidated)
for the financial year ended March 31, 2025.

Financial Results

The Financial performance of your Company for the financial year ended March 31, 2025 is
summarized below:

tAmnnnt in Tnriinn Rnnm in T.nkhct

Particulars	Year ended March 31, 2025 (Consolidated)	Year ended March 31, 2025 (Standalone)	Year ended March 31, 2024 (Consolidated)	Year ended March 31, 2024 (Standalone)
Total Income	16,769.45	14,001.10	24,618.81	18,684.04
Total Expenses	14,617.31	13,023.41	23,361.23	17,709.66
Profit/(Loss) Before Tax	2,152.14	977.69	1,257.58	1,444.84
Profit/(Loss)After Tax	1,627.04	702.16	862.08	1,055.04
Other Comprehensive Income	(158.63)	(158.63)	528.77	508.23
Total Comprehensive Income for the year	1,468.41	543.53	1,390.85	1,563.27
Profit for the year attributable to Owners of the company	1,445.34	702.16	720.80	1,055.04
Profit for the year attributable to Non¬ Controlling of the company	181.70		141.26

Notes: -

1) The above figures are extracted from the Standalone and Consolidated Financial Statements
prepared as per Indian Accounting Standards (Ind AS).

1. FINANCIAL PERFORMANCE

a) Consolidated Performance

During the year under review, the consolidated income of the Company is ? 16,769.45 Lakhs against
? 24,618.81 Lakhs in the previous year. The consolidated net profit after tax is ? 1,627.04 Lakhs
against ? 862.08 Lakhs in the previous year.

b) Standalone Performance

During the year under review, the standalone income of the Company is ? 14,001.10 Lakhs against
? 18,684.04 Lakhs in the previous year. The standalone net profit after tax is ? 702.16 Lakhs against
? 1,055.04 Lakhs in the previous year.

2. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the financial year 2024-25 are prepared
in compliance with applicable provisions of the Companies Act, 2013 (‘‘the Act”), Indian
Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”).

The consolidated financial statements have been prepared on the basis of audited financial
statements of the Company and its Subsidiary, as approved by its respective Board of Directors.

3. DIVIDEND:

Your Company has a dividend policy that balances the dual objectives of rewarding shareholders
through dividends, whilst also ensuring availability of sufficient funds for growth of the Company.
During the Financial Year, the Board of Directors has not recommended any dividend.

The Dividend Distribution Policy of the Company is available on the following weblink
https://www.nupurrecvclers.com/img/investors/dividend/dividend-distribution-policv.pdf

4. RESERVE:

The closing balance of the retained earnings of the Company for FY 2024-2025, after all
appropriation and adjustments is ? 2,138.84 Lakhs.

Further, no amount is proposed to be transferred to any Reserve of the Company for the financial
year 2024-25.

5. SHARE CAPITAL:

Authorized Share Capital:

The Authorised Share Capital of the Company is ? 80,00,00,000/- (Rupees Eighty Crore Only)
divided into 8,00,00,000 (Rupees Eight Crore Only) equity shares of ?10/- (Rupees Ten) each as on
March 31, 2025.

Issued and Paid Up Share Capital:

The Company has paid-up share capital of ? 68,63,89,950 (Rupees Sixty Eight Crore Sixty Three
Lakh Eighty Nine Thousand Nine Hundred Fifty Only) divided into 6,86,38,995 (Six Crore Eighty
Six Lakh Thirty Eight Thousand Nine Hundred Ninety Five) equity shares of ?10/- (Rupees Ten
Only) each, as on March 31, 2025.

Changes in Share Capital:

i. Increase in Authorised Share capital:

During the year under review, Company with approval of Shareholders at the Extra Ordinary
General Meeting held on August 05, 2024 has increased the Authorised Share Capital from
existing ? 70,00,00,000 (Rupees Seventy Crore) divided into 7,00,00,000 (Seven Crore
Only) Equity Shares of face value of ? 10/- each to 80,00,00,000 (Rupees Eighty Crore)
divided into 8,00,00,000 (Eight Crore) Equity Shares of ? 10/- each by creation of additional
1,00,00,000 (One Crore Only) Equity Shares of ? 10/- each.

ii. Increase in Paid up Share Capital:

The issued, subscribed, and paid-up share capital of the Company remained unchanged
during the financial year 2024-25 and stood at ? 68,63,89,950 (Rupees Sixty-Eight Crore
Sixty-Three Lakh Eighty-Nine Thousand Nine Hundred Fifty Only) as on March 31, 2025.

However, on August 05, 2024, the shareholders of the Company approved the issuance of
convertible warrants on a preferential basis, up to a maximum of 81,00,000 (Eighty-One
Lakh) warrants, at a issue price of ? 91/- (Rupees Ninety-One Only) each including premium
of Rs. 81/- each, to entities belonging to the Promoter Group and Non-Promoter Category,
in compliance with the applicable provisions of the Companies Act, 2013, SEBI (ICDR)
Regulations and other applicable laws. The said warrants were allotted on September 16,
2024 to such entities on receipt of 25% of the total consideration payable against each such
warrant. Fully paid up Equity Shares of face value Rs. 10/- each of the Company against
each such warrant shall be allotted on receipt of balance 75% of the issue price for each such
warrant and the same shall be allotted within 18 months from the date of allotment of such
warrants.

Subsequent to the close of the financial year 2024-25, certain warrant holders exercised their
right to convert their warrants. Accordingly, the Board of Directors, at its meeting held on
July 02, 2025, considered and approved the allotment of 4,30,000 (Four Lakh Thirty
Thousand) equity shares upon conversion of an equal number of warrants, at an issue price
of ? 91/- each (including a premium of ? 81/- per share), to persons belonging to both
Promoter and Non-Promoter categories, on a preferential basis, upon receipt of amount
aggregating to ? 2,93,47,500 /- (Two Crore Ninety Three Lakh Forty Seven Thousand Five
Hundred Only) (being 75% of the issue price per warrant) at the rate of ?68.25/- (Rupees
Sixty Eight Rupees and Twenty Five Paise Only) per warrant (being 75% of the issue price
per warrant) from the Promoters and Non-Promoter pursuant to the exercise of his/her rights
of conversion into equity shares in accordance with the provisions of Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Pursuant to this conversion, the Issued, Subscribed and Paid-up Equity Share Capital of the
Company stands increased to ? 69,06,89,950, comprising 6,90,68,995 fully paid-up equity
shares of ? 10/- each.

The newly allotted equity shares shall rank pari-passu in all respects with the existing equity
shares of the Company.

6. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS:

All the independent directors have submitted a declaration of independence, stating that they meet
the criteria of independence provided under Section 149(6) of the Act read with Regulation 16 of
the Listing Regulations, as amended. They also confirmed compliance with the provisions of Rule
6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating
to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors
regarding them meeting the prescribed criteria of independence, after undertaking due assessment
of the veracity of the same in terms of the requirements of Regulation 25 of the Listing Regulations.

In the opinion of the Board, the independent directors fulfil the conditions specified in the Act read
with rules made thereunder read with applicable provisions of the Listing Regulations and have
complied with the code for independent directors prescribed in Schedule IV to the Act.

7. SUBSIDIARIES

On March 31, 2025, the Company has 4 subsidiaries and there are no associates or joint venture
companies within the meaning of Section 2(6) of the Act.

1. Nupur Business & Consulting Private Limited (formerly known as Nupur
Polymers Private Limited) w.e.f May 1, 2023

2. Nupur Extrusion Private Limited w.e.f May 27, 2023

3. Frank Metals Recyclers Limited (formerly known as Frank Metals Recyclers
Private Limited) w.e.f March 16, 2025

4. Eligo Business & Advisory Private Limited w.e.f March 16, 2025

During the year under review, the Company acquired an additional 250 equity shares of Nupur
Business & Consulting Private Limited (formerly known as Nupur Polymers Private Limited) from
an existing shareholder, Mr. Yogender Singh. As a result of this transaction, the Company’s
shareholding in Nupur Business & Consulting Private Limited increased from 98% to 100%,
thereby making it a wholly owned subsidiary of the Company.

During the year under review, the Company also acquired additional equity shares in M/s Frank
Metals Recyclers Limited (formerly known as Frank Metals Recyclers Private Limited); however,
the said acquisition did not result in any change in the percentage of shareholding.

Additionally, after the close of the financial year, the Board, in its meeting held on September 01,
2025, approved the acquisition of 51,000 equity shares, constituting 51% of the shareholding of
Tycod Autotech Private Limited. As a result, the said entity has become a subsidiary of the
Company.

Subsequent to the close of the financial year, on August 12, 2025, the Company approved the
acquisition of an additional 1,000 equity shares of Nupur Extrusion Private Limited from an existing
shareholder, Mr. Ansh Jain. As a result of this transaction, the Company’s shareholding in Nupur
Extrusion Private Limited increased from 60% to 70%.

A report on the performance and financial position of subsidiaries for the financial year ended
March 31, 2025, in the prescribed Form AOC-1 as per the Act, is set out in Annexure-1 and forms
an integral part of this Annual Report.

The Annual Financial Statements of the subsidiary for the financial year ended March 31, 2025 is
available under investors section on the website of the Company at
www.nupurrecyclers.com/financial-results-and-annual-report.html

The Company has formulated a policy for determining material subsidiaries. The said policy is also
available on the website of the Company at www.nupurrecyclers.com/sebi-lodr-regulation46.html

Further, during the year under review, no Company has become or ceased to be a subsidiary, joint
venture or associate of the Company.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION

There were no material changes and commitments affecting the financial position of the Company
which have occurred between the end of the financial year to which these financial statements relate
and the date of this report.

9. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of
Sections 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules,
2014. There are no unclaimed or unpaid deposits remaining with the Company at the end of the
Financial Year 2024-25.

10. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith as Annexure-
2 to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read
with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, forms part of this Annual Report. Further, the Report is being sent to the
members excluding the aforesaid annexure. In terms of Section 136 of the Act, any shareholder
interested in obtaining a copy thereof may write to the Company Secretary of the Company at
[email protected].

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the

Act and the Directors have made necessary disclosures under Section 184 and other relevant

provisions of the Act.

Number of employees as on the closure of financial year:

Female: 4

Male: 14

Transgender: 0

a) Board of Directors

The following are the Board Members of the Company as on March 31, 2025.

1. Mr. Rajesh Gupta Managing Director

2. Ms. Nupur Gupta Non-Executive Director

3. Mr. Devender Kumar Poter Executive Director

4. Ms. Palakh Jain Non-Executive Independent Director

5. Mr. Kapal Kumar Vohra Non-Executive Independent Director

6. Mr. Sanjeev Kumar Rastogi Non-Executive Independent Director

Appointment and Cessations

• The Board at its meeting held on 12 August 2025, on basis of the recommendation of the
Nomination and Remuneration Committee and considering his expertise and experience in
the varied fields and on the basis of the performance evaluation report had approved the
recommendation of re-appointment of Mr. Kapal Kumar Vohra (holding DIN: 07384162)
as the Non-Executive Independent Director of the Company, subject to the requisite
approval of members of the Company in the ensuing Annual General Meeting dated
September 29, 2025, for the second term of five years with effect from 28th August, 2025
to 27th August, 2030.

• Mr. Sanjeev Kumar Rastogi (DIN:10150525) completed his first term of five consecutive
years as a Non-executive independent director of the Company on May 04, 2025. The Board,
on recommendation of the Nomination and Remuneration Committee and considering his
expertise and experience in the varied fields and on the basis of the performance evaluation
report, subject to the approval of the members of the Company had approved his re¬
appointment as a Non-executive Independent Director of the Company for a second term of
five consecutive years commencing from 05th May, 2025 to 04th May, 2030 and
subsequently the members of the Company approved the said re-appointment by way of a
special resolution passed on June 21, 2025 in the Extra Ordinary General Meeting.

The Board of Directors of the Company is of the opinion that all the Independent Directors
of the Company possess requisite integrity, expertise and experience and proficiency.

In accordance with the provisions of the Act and in terms of the Memorandum and Articles
of Association of the Company, Mr. Devender Kumar Poter (DIN: 08679602) retires by
rotation at the ensuing Annual General Meeting and has offered himself for reappointment.
Members’ attention is drawn to Item No. 2 of the Notice for the re-appointment of Mr.
Devender Kumar Poter (DIN: 08679602) as a Director of the Company, liable to retire by
rotation.

b) Key Managerial Personnel

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following
are the Key Managerial Personnel of the Company as on March 31,2025.

1. Mr. Rajesh Gupta Managing Director;

2. Mr. Devender Kumar Poter Chief Financial Officer; and

3. Ms. Shilpa Verma Company Secretary and Compliance Officer.

11. COMMITTEES OF THE BOARD

As on the date of this report, the Company has the following Board committees:

a. Audit Committee

b. Nomination & Remuneration Committee

c Stakeholder’s Relationship Committee

the composition and other related information of the above Committees are stated in the Corporate
Governance Report, which forms an integral part of this Annual Report.

Further, all the recommendations made by the Audit committee were accepted by the Board.

12. BOARD’S EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board
Committees, and Individual Directors pursuant to the provisions of Act and applicable provisions
of the Listing Regulations.

A structured questionnaire was prepared after taking into consideration the inputs received from
Nomination and Remuneration Committee, covering various aspects of the Board’s functioning
such as adequacy of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance. A separate exercise was carried
out to evaluate the performance of individual Directors, who were evaluated on parameters such as
level of engagement and contribution, independence of judgment, safeguarding the interest of the
Company and its minority shareholders etc. The performance evaluation of the Independent
Directors was carried out by the entire Board excluding the Directors being evaluated. The
performance evaluation of Non-Independent Directors, Board as a whole and the Chairman of the
Board was evaluated in a separate meeting of Independent Directors.

The feedback and results of the questionnaire were collated and consolidated report was shared with
the Board for improvements of its effectiveness. The Directors expressed their satisfaction with the
evaluation process.

Further, the evaluation process confirms that the Board and its Committees continue to operate
effectively and the performance of the Directors and Chairman is satisfactory.

13. REMUNERATION POLICY

In compliance with the provisions of Section 178 of the Act read with the Listing Regulations, the
Board has, on the recommendation of the Nomination & Remuneration Committee of the Company,
framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior
Management and their remuneration.

The salient features of the Policy are:

a) It lays down the criteria for determining qualifications, competencies, positive attributes
and independence for appointment of a director (executive/non-executive/independent) of
the Company;

b) To recommend to the Board the policy relating to the remuneration of the Directors, KMP
and Senior Management/Other Employees of the Company; and

c) Reviewing and approving corporate goals and objectives relevant to the compensation of
the executive Directors, evaluating their performance in light of those goals and objectives
and either as a committee or together with the other independent Directors (as directed by
the Board), determine and approve executive Directors’ compensation based on this
evaluation; making recommendations to the Board with respect to KMP and Senior
Management compensation and recommending incentive-compensation and equity-based
plans that are subject to approval of the Board.

The Nomination and Remuneration Policy of the Company is available on the website of the
Company and can be accessed at the following web link : https://nupurrecyclers.com/img/
investors/policy/criteria-of-making-of-payment-to-non-executive-directors.pdf Throughout the
financial year, the Policy remained unchanged, and no amendments were introduced therein.

14. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board met 8 (Eight) times during the financial year 2024-2025 The details of the meetings of
the Board and Committees thereof and other related details are given in the Corporate Governance
Report, which forms an integral part of this Annual Report.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Act, the Directors confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2025 the applicable
accounting standards and Schedule III of the Companies Act, 2013, have been followed and
there are no material departures from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of your Company as at March 31, 2025 and of the profit of the Company
for the Financial Year ended March 31, 2025;

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

iv) the annual accounts have been prepared on a ‘going concern’ basis;

v) proper internal financial controls laid down by the Directors were followed by the Company
and that such internal financial controls are adequate and were operating effectively; and

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

16. AUDITORS

I. STATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, M/s K R A
& Co., Chartered Accountants (Firm Registration No. 020266N), were appointed as Statutory
Auditors of the Company from the conclusion of 04th Annual General Meeting (AGM) of the
Company till the conclusion of 09th AGM to be held in the FY 2027-28.

The Statutory Auditors M/s. K R A & Co., Chartered Accountants, have confirmed that they have
not been disqualified to act as Statutory Auditors of the Company and that their continuation is
within the maximum ceiling limit as prescribed under Section 141 of the Act / relevant statute.

The Auditors’ Report on the financial statements for the financial year ended March 31, 2025, does
not contain any qualification, reservation or adverse remark and does not call for any clarification/
comments from the Board of Directors.

The Statutory Auditors of the Company have not reported any fraud as specified under the second
proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s)
for the time being in force).

II. COST AUDITORS AND COST AUDIT REPORT

M/s Ravi Sahni & Co. (Firm Registration No. 100193) were appointed as the Cost Auditor to
conduct the cost audit for the financial year ended March 31, 2025.

Further, pursuant to the provisions of section 148(1) of the Act read with the Companies (Cost
Records and Audit) Rules, 2014 as amended and as per the recommendation of the Audit
Committee, the Board at their meeting held on August 12, 2025 re-appointed M/s Ravi Sahni & Co.
(Firm Registration No. 100193) as Cost Auditors of the Company for the financial year 2025-26 to
audit the cost records of the Company for the said financial year. A resolution for ratification of the
remuneration payable for such cost audit services forms part of the Notice of ensuing 7th Annual
General Meeting.

A certificate from M/s Ravi Sahni & Co, Cost Accountants, has been received to the effect that their
appointment as Cost Auditors of the Company, if made, would be in accordance with the limits
prescribed under Section 141 of the Act and the rules framed thereunder.

The Company has maintained accounts and records as specified under sub-section (1) of section
148 of the Act.

The Cost Auditors of the Company have not reported any fraud as specified under the second
proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s)
for the time being in force).

III. SECRETARIAL AUDITORS AND SECRETARIAL REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had
appointed M/s. Arun Goel & Associates, Company Secretaries (“Secretarial Auditors”) (FCS No.
6861 and CP No. 12508) to conduct the Secretarial Audit of your Company for the financial year
2024-25.

The Secretarial Audit Report for the Financial Year ended March 31, 2025, is annexed herewith as
Annexure-3 and forms an integral part of this Annual Report. The Secretarial Audit Report does
not contain any qualification, reservation or adverse remark.

The Company is in compliance with the provisions governing material subsidiaries. Copy of the
Secretarial Audit Reports of Frank Metals Limited (formerly known as Frank Metals Private
Limited) forms part of this report. The Secretarial Audit Report of the material subsidiary does not
contain any qualification, reservation, adverse remark or disclaimer.

The Secretarial Auditors of the Company have not reported any fraud as specified under the second
proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s)
for the time being in force).

IV. INTERNAL AUDITORS

The Board of Directors of your Company had appointed M/s V Khaitan & Associates, Chartered
Accountant, New Delhi as the Internal Auditors of the Company pursuant to the provisions of
section 138 of the Act for financial year 2024-2025 and the reports on periodical basis submitted
by the auditor were placed before the audit committee and Board of Directors.

17. ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 read with the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is available on
the Company’s website at www.nupurrecyclers.com/sebi-lodr-regulation46.html.

18. RELATED PARTY TRANSACTIONS

In compliance with the requirements of the Act and the Listing Regulations, your Company has
formulated a Policy on Related Party Transactions which is also available on Company’s website
at https://www.nupurrecvclers.com/img/investors/policv/related-partv-transaction-policv.pdf.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place
for all transactions between the Company and its Related Parties. All Related Party Transactions
are placed before the Audit Committee for review and approval. Prior omnibus approval for a period
not exceeding one financial year is obtained for Related Party Transactions, which are of repetitive
nature.

All Related Party Transactions entered during the year were in the Ordinary Course of Business and
on Arm’s Length basis. In terms of Section 134(3)(h) of the Companies Act, 2013, and Rule 8(2)
of the Companies (Accounts) Rules, 2014, the details of the material contracts or arrangements
entered into with Related Parties are provided in Form AOC-2 annexed herewith as Annexure- 4
to this Report.

19. LOANS, INVESTMENTS AND GUARANTEE

Details of Loan, Investments and Guarantee made by the Company during Financial Year 2024-25
within the meaning of Section 186 of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 and Schedule V of the Listing Regulations, are set out in Note No. 3 & 4 to
the Standalone Financial Statements of the Company.

The Company does not fall in the category provided under Section 186(11) of the Companies Act,
2013.

20. RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks, to
key business objectives on a continuing basis. These are discussed at the meetings of the Audit
Committee and the Board of Director of the Company.

21. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In Compliance with the provisions of section 177 of the Act and Regulations 4(2) and 22 of the
Listing Regulations, the Company has in place the Whistle Blower Policy and Vigil Mechanism for
Directors, employees and other stakeholders which provides a platform to them for raising their
voice about any breach of code of conduct, financial irregularities, illegal or unethical practices,
unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against
victimization to those who use such mechanism and direct access to the Chairman of the Audit
Committee in appropriate cases is provided. The policy ensures that strict confidentiality is
maintained whilst dealing with concerns and also that no discrimination is made against any person.
The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company’s website at
www.nupurrecyclers.com/img/investors/policy/whistle-blower-policy.pdf.

22. CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

The prime objective of our Corporate Social Responsibility policy is to develop the required
capability and self-reliance of beneficiaries at the grass roots, especially of children and women, in
the belief that these are pre-requisites for social and economic development

The Board of Directors of your Company has formulated and adopted a policy on Corporate
Social Responsibility which on the Company’s website at

https://www.nupurrecyclers.com/policies.html. Additionally, there has been no change in the CSR
policy during the reporting period.

In accordance with the regulations, since the CSR expenditure for the preceding financial year did
not exceed Rs. 50 lakhs, the Board of Directors of the Company has undertaken the responsibilities
and functions of the CSR Committee.

The annual report on corporate social responsibility activities, salient features of CSR Policy and
disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is
attached and marked as Annexure - 5 and forms part of this report.

The implementation and monitoring of CSR activities is in compliance with CSR objectives and
CSR Policy of the Company read with Section 135 of the Act and the Companies (Corporate Social
Responsibility Policy) Rules, 2014.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of financial performance and results of
operations of the Company, as required under the Listing Regulations, is provided in a separate
section and forms an integral part of this report. It inter-alia gives details of the overall industry
structure, economic developments, performance and state of affairs of your Company’s business,
risks and concerns and material developments during the financial year under review.

24. CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the highest standards of Corporate Governance and adhere
to the Corporate Governance requirements set out by Securities and Exchange Board of India.
Separate report on Corporate Governance, forms an integral part of this Annual Report.

A certificate from M/s. Arun Goel & Associates, Company Secretaries confirming compliance with
the conditions of corporate governance is also attached to the Corporate Governance Report.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in compliance with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

The Company has complied with the provisions relating to the constitution of Internal Complaints
Committee (“ICC”) as specified under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

The Company conducts sessions for employees to build awareness amongst employees about the
Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act.

Further, the details w.r.t. complaint under the said Act is given below:

a) number of complaints of sexual harassment received in the year: Nil

b) number of complaints disposed off during the year: Nil

c) number of cases pending for more than ninety days Nil

COMPLIANCE WITH THE PROVISION RELATING TO MATERNITY BENEFIT ACT,
1961

The Company is committed to ensuring a safe, supportive, and inclusive workplace for all women
employees. All eligible women employees have been extended the benefits under the said Act,
including maternity leave, nursing breaks, and other statutory entitlements as prescribed. The
Company has duly complied with the provisions of the Maternity Benefit Act, 1961, as amended
from time to time.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings
and outgo as stipulated under Section 134 of the Act read with the Companies (Accounts) Rules,
2014, is given below:

A. Conservation of energy:

(i) The steps taken or impact on conservation of energy:

We continue to strengthen our energy conservation efforts. We are always in lookout for energy
efficient measures for operation, and value conservation of energy through usage of latest
technologies for quality of services.

(ii) The steps taken by the company for utilizing alternate sources of energy;

Although the equipment’s used by the Company are not energy sensitive by their very nature, still
the Company is making best possible efforts for conservation of energy, which assures that the
computers and all other equipment’s purchased by the Company strictly adhere to environmental
standards, and they make optimum utilization of energy.

(iii) The capital investment on energy conservation equipments;

There is no capital investment on energy conservation equipment during the FY 2024-25.

B. Absorption of Technology:

In this era of competition, in order to maintain and increase the clients and customers, we need to
provide best quality services to our clients and customers at minimum cost, which is not possible
without innovation, and adapting to the latest technology available in the market for providing the
services.

i. The efforts made towards technology absorption: Nil

ii. The benefits derived like product improvement, cost reduction, product development
or import substitution: Nil

iii. In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year:

(a) the details of technology imported: Nil

(b) the year of import: Nil

(c) whether the technology been fully absorbed: Nil

(d) if not fully absorbed, areas where absorption has not taken place, and
the reasons thereof: Nil; and

C. Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings - Nil

Foreign Exchange Outgo - ? 11,111.40 Lakhs

D. Research & Development:

The Company believes that in order to improve the quality and standards of services, the Company
should have a progressive Research and Development Process, which should keep on increasing
along with the scale of operations of the Company.

27. INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

Your Company has in place an adequate internal financial control framework with reference to
financial and operating controls thereby ensuring orderly and efficient conduct of its business,
including adherence to the Company’s policies, safeguarding of its assets, prevention and detection
of frauds and errors, accuracy and completeness of accounting records, and timely preparation of
reliable financial information.

During Financial Year 2024-25, such controls were tested and no reportable material weakness in
the design or operation was observed.

28. DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement
to disclose the details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is
not applicable.

29. NO DIFFERENCE IN VALUATION:

The requirement to disclose the details of difference between amount of the valuation done at the
time of onetime settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof, is not applicable.

30. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/ material orders passed by the Regulators or Courts or Tribunals impacting
the going concern status of your Company and its operations in future.

31. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has duly complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Meetings of the Board of Directors (SS-1) and Shareholders (SS-2).

32. GENERAL

The Directors state that no disclosure or reporting in respect of the following items is required as
there were no transactions/events relating to these items during the financial year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any
scheme.

(c) Neither Managing Director nor the Whole Time Directors of the Company received any
Remuneration or commission from any of its subsidiaries.

33. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company during the financial year under
review.

34. ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS

In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has
adopted Indian Accounting Standards (referred to as “Ind AS”) notified under the Companies
(Indian Accounting Standards) Rules, 2015. Financial Statements of the Company for the FY 2023¬
24 have been prepared in accordance with the Indian Accounting Standards ("Ind AS") as per the
Companies (Indian Accounting Standards) Rules 2015 as amended from time to time and notified
under section 133 of the Act, and in conformity with the accounting principles generally accepted
in India and other relevant provisions of the Act. Any application guidance/ clarifications/ directions
issued by the RBI or other regulators are implemented as and when they become applicable.

35. ACKNOWLEDGEMENT & APPRECIATION

Your Directors express their sincere appreciation for the assistance and co-operation received from
the Government authorities, financial institutions, banks, customers, vendors and members during
the year under review. Your Directors also wish to place on record their deep sense of appreciation
for the committed services by the employees.

By order of the Board of Directors
For Nupur Recyclers Limited

Sd/- Sd/-

RAJESH GUPTA DEVENDER KUMAR POTER

Managing Director Director & CFO

DIN: 01941985 DIN: 086796

Place: New Delhi
Date: 04.09.2025

---

Mar 31, 2024

Your Directors have pleasure in presenting the 06th Annual Report on the business and operations of your Company along with the audited financial statements (standalone as well as consolidated) for the financial year ended March 31, 2024.

Financial Results

The Financial results of your Company for the financial year ended March 31, 2024 is summarized below:

(Amount in Indian Rupees in

Lakhs)

Particulars	Year ended March 31, 2024 (Consolidated)	Year ended March 31, 2024 (Standalone)	Year ended March 31, 2023 (Consolidated)	Year ended March 31, 2023 (Standalone)
Total Income	24,618.81	18,684.04	19,339.78	10,541.00
Total Expenses	23,361.23	17,709.66	17,446.00	9,211.55
Profit/(Loss) Before Tax	1,257.58	1,444.84	1,893.78	1,329.45
Profit/(Loss)After Tax	862.08	1,055.04	1,498.78	934.45
Other Comprehensive Income	528.77	(378.06)	(343.62)	(378.06)
Total Comprehensive Income for the year	1,390.85	1,563.27	1,155.16	556.39
Profit for the year attributable to Owners of the company	720.80	1,055.04	1,222.26	934.45
Profit for the year attributable to Non-Controlling of the company	141.26		276.52

Notes: -

1) The above figures are extracted from the Standalone and Consolidated Financial Statements prepared as per Indian Accounting Standards (Ind AS).

1. FINANCIAL PERFORMANCE

a) Consolidated Performance

During the year under review, the consolidated income of the Company is ? 24,618.81 Lakhs against ? 19339.78 Lakhs in the previous year. The consolidated net profit after tax is ? 862.08 Lakhs against ? 1498.78 Lakhs in the previous year.

b) Standalone Performance

During the year under review, the standalone income of the Company is ? 18,684.04 Lakhs against ? 10,541.00 Lakhs 7 Lakhs in the previous year. The standalone net profit after tax is ? 1,055.04 Lakhs against ? 934.45 Lakhs in the previous year.

2. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the financial year 2022-23 are prepared in compliance with applicable provisions of the Companies Act, 2013 (‘‘the Act”), Indian Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its Subsidiary, as approved by its respective Board of Directors.

3. DIVIDEND:

Your Company has a dividend policy that balances the dual objectives of rewarding shareholders through dividends, whilst also ensuring availability of sufficient funds for growth of the Company. During the Financial Year, the Board of Directors has not recommended any dividend.

The Dividend Distribution Policy of the Company is available on the following weblink https://www.nupurrecyclers.com/policies.html

4. RESERVE:

The closing balance of the retained earnings of the Company for FY 2024, after all appropriation and adjustments is ? 1436.85 Lakhs.

Further, no amount is proposed to be transferred to any Reserve of the Company for the financial year 2023-24.

5. SHARE CAPITAL:

Authorized Share Capital:

The Authorised Share Capital of the Company is ? 70,00,00,000/- (Rupees Seventy Crore Only) divided into 7,00,00,000 (Seven Crore ) equity shares of ?10/- (Rupees Ten) each as on March 31, 2024.

Issued and Paid Up Share Capital:

The Company has paid-up share capital of ? 68,63,89,950 (Rupees Sixty Eight Crore Sixty Three Lakh Eighty Nine Thousand Nine Hundred Fifty Only) divided into 6,86,38,995 (Six Crore Eighty Six Lakh Thirty Eight Thousand Nine Hundred Ninety Five) equity shares of ?10/-(Rupees Ten Only) each, as on March 31, 2024.

Changes in Share Capital:

i. Increase in Authorised Share capital:

During the year under review, Company with approval of Shareholders at the Extra Ordinary General Meeting held on March 09, 2024 has increased the Authorised Share Capital from existing ? 50,00,00,000 (Rupees Fifty Crore) divided into 5,00,00,000 (Five Crore Only) Equity Shares of face value of ? 10/- each to 70,00,00,000 (Rupees Seventy Crore) divided into 7,00,00,000 (Seven Crore) Equity Shares of ? 10/- each by creation of additional 2,00,00,000 (Two Crore Only) Equity Shares of ? 10/- each.

ii. Increase in Paid up Share Capital:

During the year under review, Company has issued 2,28,79,003 (Two Crore Twenty Eight Lakh Seventy Nine Thousand Three) Equity Shares out of the Securities Premium of the Company through Bonus Shares to existing shareholders in the ratio of 1:2, thereby increasing paid up capital of the Company to ? 68,63,89,950 (Rupees Sixty Eight Crore Sixty Three Lakh Eighty Nine Thousand Nine Hundred Fifty Only).

6. SUBSIDIARIES

On March 31, 2024, the Company has 4 subsidiaries and there are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

1. Nupur Polymers Private Limited w.e.f May 1, 2023

2. Nupur Extrusion Private Limited w.e.f May 27, 2023

3. Frank Metals Recyclers Private Limited w.e.f March 16, 2024

4. Eligo Business & Advisory Private Limited w.e.f March 16, 2024

During the year, the Company incorporated a subsidiary named Nupur Polymers Private Limited on May 1, 2023, in which it initially held a 93% equity stake. Subsequently, on November 21, 2023, the Company approved the acquisition of an additional 500 equity shares of Nupur Polymers Private Limited from existing shareholders Mr. Varun Jain and Mr. Kaushal Pareek. As a result of this transaction, the Company''s shareholding in Nupur Polymers Private Limited increased to 98%, up from the previous 93%.

During the year, the Company incorporated a subsidiary named Nupur Extrusion Private Limited on May 27, 2023, in which it holds a 60% equity stake.

During the year under review, the Company acquired 80% of the equity shares in M/s Frank Metals Recyclers Private Limited, thereby establishing it as a subsidiary. Furthermore, M/s Eligo Business & Advisory Private Limited, a wholly-owned subsidiary of M/s Frank Metals Recyclers Private Limited, has consequently become a subsidiary of Nupur Recyclers Limited.

During the year under review, the Company disinvested 51% of its equity shares in M/s Danta LLC, an overseas subsidiary. As a result of this disinvestment, M/s Danta LLC ceased to be a subsidiary of the Company.

A report on the performance and financial position of subsidiary for the financial year ended March 31, 2024 in prescribed Form AOC -1 as per the Companies Act, 2013 is set out in Annexure- 1 and forms an integral part of this Annual Report.

The Annual Financial Statements of the subsidiary is available under investors section on the website of the Company at https://www.nupurrecyclers.com/investors.html.

The Company has formulated a policy for determining material subsidiaries. The said policy is also available on the website of the Company at https://www.nupurrecyclers.com/img/ investors/policy/material-subsidiary-policy.pdf.

Further, during the year under review, no Company has become or ceased to a joint venture or associate of the Company.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There were no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year to which this financial statement relate and date of this report.

8. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

9. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith as Annexure- 2 to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Further, the Report is being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, any shareholder interested in obtaining a copy thereof may write to the Company Secretary of the Company at compli ance@nupurrecycl ers.com.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act and the Directors have made necessary disclosures under Section 184 and other relevant provisions of the Act.

a) Key Managerial Personnel

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on March 31, 2024.

1. Mr. Rajesh Gupta Managing Director;

2. Mr. Devender Kumar Poter Chief Financial Officer; and

3. Ms. Shilpa Verma Company Secretary and Compliance Officer.

10. COMMITTEES OF THE BOARD

As on the date of this report, the Company has the following Board committees:

a. Audit Committee

b. Nomination & Remuneration Committee

c Stakeholder’s Relationship Committee

The composition and other related information of the above Committees are stated in the Corporate Governance Report, which forms an integral part of this Annual Report.

Further, all the recommendations made by the Audit committee were accepted by the Board.

11. BOARD’S EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and Individual Directors pursuant to the provisions of Companies Act, 2013.

A structured questionnaire was prepared after taking into consideration the inputs received from Nomination and Remuneration Committee, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of Non-Independent Directors, Board as a whole and the Chairman of the Board was evaluated in a separate meeting of Independent Directors.

The feedback and results of the questionnaire were collated and consolidated report was shared with the Board for improvements of its effectiveness. The Directors expressed their satisfaction with the evaluation process.

Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors and Chairman is satisfactory.

12. REMUNERATION POLICY

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee of the Company, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

The salient features of the Policy are:

a) It lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director (executive/non-executive/independent) of the Company;

b) To recommend to the Board the policy relating to the remuneration of the Directors, KMP and Senior Management/Other Employees of the Company; and

c) Reviewing and approving corporate goals and objectives relevant to the compensation of the executive Directors, evaluating their performance in light of those goals and objectives and either as a committee or together with the other independent Directors (as directed by the Board), determine and approve executive Directors’ compensation based on this evaluation; making recommendations to the Board with respect to KMP and Senior Management compensation and recommending incentive-compensation and equity-based plans that are subject to approval of the Board.

The Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed at the following web link : https://nupurrecyclers.com/img/ investors/policy/criteria-of-making-of-payment-to-non-executive-directors.pdf. Throughout the financial year, the Policy remained unchanged, and no amendments were introduced.

13. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board met 8 (Eight) times during the financial year 2023-2024. The details of the meetings of the Board and Committees thereof are given in the Corporate Governance Report, which forms an integral part of this Annual Report.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2024 and of the profit of the Company for the Financial Year ended March 31, 2024;

iii) 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;

iv) the annual accounts have been prepared on a ‘going concern’ basis;

v) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

15. AUDITORS

I. STATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, M/s K R A & Co., Chartered Accountants (Firm Registration No. 020266N), were appointed as Statutory Auditors of the Company from the conclusion of 04th Annual General Meeting (AGM) of the Company till the conclusion of 09th AGM to be held in the FY 2027-28.

The Statutory Auditors M/s. K R A & Co., Chartered Accountants, have confirmed that they have not been disqualified to act as Statutory Auditors of the Company and that their continuation is within the maximum ceiling limit as prescribed under Section 141 of the Act / relevant statute.

The Auditors’ Report for the financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remark and does not call for any clarification/ comments from the Board of Directors.

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

II. COST AUDITORS AND COST AUDIT REPORT

M7s Ravi Sahni & Co. (Firm Registration No. 100193) were appointed as the Cost Auditor to conduct the cost audit for the financial year ended March 31, 2024.

Further, pursuant to the provisions of section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended and as per the recommendation of the Audit

Committee, the Board at their meeting held on September 03, 2024 re-appointed M/s Ravi Sahni & Co. (Firm Registration No. 100193) as Cost Auditors of the Company for the financial year 2024-25 to audit the cost records of the Company. A resolution for ratification of the remuneration payable for such cost audit services forms part of the Notice of ensuing 6th Annual General Meeting.

A certificate from M/s Ravi Sahni & Co, Cost Accountants, has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits prescribed under Section 141 of the Act and the rules framed thereunder.

The Company has maintained accounts and records as specified under sub-section (1) of section 148 of the Act.

III. SECRETARIAL AUDITORS AND SECRETARIAL REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Arun Goel & Associates, Company Secretaries (“Secretarial Auditors”) (FCS No. 6861 and CP No. 12508) to conduct the Secretarial Audit of your Company for the financial year 2023-24.

The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith as Annexure-3 and forms an integral part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

IV. INTERNAL AUDITORS

The Board of Directors of your Company had appointed M/s V Khaitan & Associates, Chartered Accountant, New Delhi as the Internal Auditors of the Company pursuant to the provisions of section 138 of the Act for financial year 2023-2024 and the reports on periodical basis submitted by the auditor were placed before the audit committee and Board of Directors.

16. ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Company’s website at https://www.nupurrecyclers.com/img/investors/annual-return/form-MGT-7-2024.pdf.

17. RELATED PARTY TRANSACTIONS

In compliance with the requirements of the Companies Act, 2013 and the Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at https://www.nupurrecyclers.com/img/investors/policy/related-party-transaction-policy.pdf.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions, which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm’s Length.

All Related Party Transactions entered during the year were in the Ordinary Course of Business and on Arm’s Length basis. In terms of Section 134(3)(h) of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of the material contracts or arrangements entered into with Related Parties are provided in Form AOC-2 annexed herewith as Annexure- 4 to this Report.

18. LOANS, INVESTMENTS AND GUARANTEE

Details of Investments made by the Company during Financial Year 2023-24 within the meaning of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the Listing Regulations, are set out in Note No. 3 & 4 to the Standalone Financial Statements of the Company.

19. RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks, to key business objectives on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Director of the Company.

20. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In Compliance with the provisions of section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company’s website at https://www.nupurrecyclers.com/policies.html.

21. CORPORATE SOCIAL RESPONSIBILITY

The prime objective of our Corporate Social Responsibility policy is to develop the required

capability and self-reliance of beneficiaries at the grass roots, especially of children and women,

in the belief that these are pre-requisites for social and economic development

The Board of Directors of your Company has formulated and adopted a policy on Corporate

Social Responsibility which on the Company’s website at

https://www.nupurrecyclers.com/policies.html

The annual report on corporate social responsibility activities containing composition of CSR committee and disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached and marked as Annexure - 5 and forms part of this report.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of financial performance and results of operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Company’s business, risks and concerns and material developments during the financial year under review.

23. CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. Separate report on Corporate Governance, forms an integral part of this Annual Report.

A certificate from M/s. Arun Goel & Associates, Company Secretaries confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (“ICC”) as specified under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company conducts sessions for employees to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act.

During the period under review, no complaint was received by the ICC.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is given below:

A. Conservation of energy:

(i) The steps taken or impact on conservation of energy:

We continue to strengthen our energy conservation efforts. We are always in lookout for energy efficient measures for operation, and value conservation of energy through usage of latest technologies for quality of services.

(ii) The steps taken by the company for utilizing alternate sources of energy;

Although the equipment’s used by the Company are not energy sensitive by their very nature, still the Company is making best possible efforts for conservation of energy, which assures that the computers and all other equipment’s purchased by the Company strictly adhere to environmental standards, and they make optimum utilization of energy.

(iii) The capital investment on energy conservation equipments;

There is no capital investment on energy conservation equipment during the FY 2023-24.

B. Absorption of Technology:

In this era of competition, in order to maintain and increase the clients and customers, we need to provide best quality services to our clients and customers at minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services.

i. The efforts made towards technology absorption: Nil

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:

(a) the details of technology imported: Nil

(b) the year of import: Nil

(c) whether the technology been fully absorbed: Nil

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Nil; and

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings - Nil

Foreign Exchange Outgo - ? 10891.20 Lakhs

D. Research & Development:

The Company believes that in order to improve the quality and standards of services, the Company should have a progressive Research and Development Process, which should keep on increasing along with the scale of operations of the Company.

26. INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

Your Company has in place an adequate internal financial control framework with reference to financial and operating controls thereby ensuring orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

During Financial Year 2023-24, such controls were tested and no reportable material weakness in the design or operation was observed.

27. DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

28. NO DIFFERENCE IN VALUATION:

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

29. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/ material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

30. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and Shareholders (SS-2).

31. GENERAL

The Directors state that no disclosure or reporting in respect of the following items is required as there were no transactions/events relating to these items during the financial year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(c) Neither Managing Director nor the Whole Time Directors of the Company received any Remuneration or commission from any of its subsidiaries.

32. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company during the financial year under review.

33. ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS

In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (referred to as “Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015. Financial Statements of the Company for the FY 2023-24 have been prepared in accordance with the Indian Accounting Standards ("Ind AS") as per the Companies (Indian Accounting Standards) Rules 2015 as amended from time to time and notified under section 133 of the Companies Act, 2013 ("the Act"), and in conformity with the accounting principles generally accepted in India and other relevant provisions of the Act. Any application guidance/ clarifications/ directions issued by the RBI or other regulators are implemented as and when they become applicable.

34. ACKNOWLEDGEMENT & APPRECIATION

Your Directors express their sincere appreciation for the assistance and co-operation received from the Government authorities, financial institutions, banks, customers, vendors and members during

the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees.

By order of the Board of Directors For Nupur Recyclers Limited

RAJESH GUPTA DEVENDER KUMAR POTER

Managing Director Director & CFO

DIN: 01941985 DIN: 086796

Place: New Delhi Date: 06.09.2024

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Mar 31, 2023

The Directors have pleasure in presenting the 05th Annual Report on the business and operations of your Company along with the audited financial statements (standalone as well as consolidated) for the financial year ended March 31, 2023.

Financial Results

The Financial results of your Company for the financial year ended March 31, 2023 is summarized below:

(Amount in Indian Rupees in Lakhs)
Particulars	Year ended March 31,2023 (Consolidated)	Year ended March 31, 2023 (Standalone)	Year ended March 31, 2022 (Standalone)
Total Income	19,339.78	10,541.00	16,180.17
Total Expenses	17,446.00	9,211.55	13,625.68
Profit/(Loss) Before Tax	1,893.78	1,329.45	2,554.49
Profit/(Loss)After Tax	1,498.78	934.45	1,872.86
Other Comprehensive Income	(343.62)	(378.06)	159.70
Total Comprehensive Income for the year	1,155.16	556.39	2,032.56
Profit for the year attributable to Owners of the company	1,222.26	934.45	1,872.86
Profit for the year attributable to Non-Controlling of the company	276.52	-	-

Notes: -

1) The above figures are extracted from the Standalone and Consolidated Financial Statements prepared as per Indian Accounting Standards (Ind AS).

2) The company acquired a foreign subsidiary on 11.09.2022 namely M/s Danta LLC. Thus, the consolidated financial results are prepared for the first time by the Company and there are no comparative figures for year ended March 31, 2022.

1. FINANCIAL PERFORMANCE

a) Consolidated Performance

During the year under review, the consolidated income of the Company is ? 19339.78 Lakhs and the consolidated net profit after tax is ? 1498.78 Lakhs.

b) Standalone Performance

During the year under review, the standalone income of the Company is ? 10541.00 Lakhs against ? 16,180.17 Lakhs in the previous year. The standalone net profit after tax is ? 1872.86 Lakhs against ? 934.45 Lakhs in the previous year.

2. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the financial year 2022-23 are prepared in compliance with applicable provisions of the Companies Act, 2013 (‘‘the Act”), Indian Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its Subsidiary, as approved by its respective Board of Directors.

3. DIVIDEND:

Your Company has a dividend policy that balances the dual objectives of rewarding shareholders through dividends, whilst also ensuring availability of sufficient funds for growth of the Company. During the Financial Year, your Company has not declared any dividend.

The Dividend Distribution Policy of the Company is available on the following weblink https://www.nupurrecyclers.com/policies.html

4. RESERVE:

The closing balance of the retained earnings of the Company for FY 2023, after all appropriation and adjustments is ? 2319.86 Lakhs.

Further, during the year under review, no amount has been transferred to any Reserve of the Company.

5. SHARE CAPITAL:Authorized Share Capital:

The Authorised Share Capital of the Company is ? 50,00,00,000/- (Rupees Fifty Crore Only) divided into 5,00,00,000 (Five Crore ) equity shares of ?10/- (Rupees Ten) each as on March 31, 2023.

Issued and Paid Up Share Capital:

The Company has paid-up share capital of ? 45,75,99,920 (Rupees Forty Five Crore Seventy Five Lakhs Ninety Nine Thousand Nine Hundred Twenty) divided into 4,57,59,992 (Four Crore Fifty Seven Lakh Fifty Nine Thousand Nine Hundred Ninety Two) equity shares of ?10/- (Rupees Ten Only) each, as on March 31, 2023.

Changes in Share Capital:i. Increase in Authorised Share capital:

During the year under review, Company with approval of Shareholders vide postal ballot dated December 15, 2022 has increased the Authorised Share Capital from existing ?

26.00. 00.000 (Rupees Twenty Six Crore) divided into 2,60,00,000 (Two Crore Sixty Lakh Only) Equity Shares of face value of ? 10/- each to 50,00,00,000 (Rupees Fifty Crore) divided into 5,00,00,000 (Five Crore) Equity Shares of ? 10/- each by creation of additional

2.40.00. 000 (Two Crore Forty Lakh Only) Equity Shares of ? 10/- each.

ii. Increase in Paid up Share Capital:

During the year under review, Company has issued 2,28,79,996 (Two Crore Twenty Eight Lakh Seventy Nine Thousand Nine Hundred Ninety Six) Equity Shares out of the Securities Premium of the Company through Bonus Shares to existing shareholders in the ratio of 1:1, thereby increasing paid up capital of the Company to ? 45,75,99,920 (Rupees Forty Five Crore Seventy Five Lakhs Ninety Nine Thousand Nine Hundred Twenty).

6. SUBSIDIARIES

On March 31, 2023, the Company has one subsidiary and there are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

During the year under review, the Company has acquired 51% equity shares of M/s Danta LLC., consequent to which it became a subsidiary of the Company.

Post closure of the financial year 2022-23, the Company has incorporated two subsidiaries, namely Nupur Polymers Private Limited (“NPPL) and Nupur Extrusion Private Limited (“NEPL”) on May 1, 2023 and May 27, 2023 respectively as a Private Limited Company.

A report on the performance and financial position of subsidiary for the financial year ended March 31, 2023 in prescribed Form AOC -1 as per the Companies Act, 2013 is set out in Annexure- 1 and forms an integral part of this Annual Report.

The Annual Financial Statements of the subsidiary is available under investors section on the website of the Company at https://www.nupurrecyclers.com/investors.html.

The Company has formulated a policy for determining material subsidiaries. The said policy is also available on the website of the Company at https://www.nupurrecyclers.com/img/ investors/policv/material-subsidiary-policv.pdf.

Further, during the year under review, no Company has become or ceased to a joint venture or associate of the Company.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There were no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year to which this financial statement relate and date of this report.

8. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

9. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith as Annexure- 2 to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Further, the Report is being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, any shareholder interested in obtaining a copy thereof may write to the Company Secretary of the Company at [email protected].

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Directors

Mr. Devender Kumar Poter (DIN: 08679602), Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (“AGM”) pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible offers himself for reappointment. An appropriate resolution for his re-appointment is being placed for the approval of the Members of the Company at the ensuing AGM.

A brief profile of Mr. Devender Kumar Poter and other related information is detailed in the Notice convening the 05th AGM of your Company.

Further, the following changes occur in composition of Board of Director during the financial year:

• Mr. Rajesh Gupta was reappointed as Managing Director of the Company w.e.f. August 30, 2022 for a term of five years for which the approval of members was obtained at the Annual General Meeting of the Company held on September 27, 2022.

• Mr. Bharat Bhushan Mithal was reappointed as Independent Director of the Company w.e.f. September 6, 2022 for a term of one years for which the approval of members was obtained at the Annual General Meeting of the Company held on September 27, 2022.

• Ms. Gurjeet Kaur was reappointed as Independent Director of the Company w.e.f. September 6, 2022 for a term of one years for which the approval of members was obtained at the Annual General Meeting of the Company held on September 27, 2022.

• Ms. Palakh Jain was appointed as Additional Director and designated as Independent Director of the Company w.e.f. November 14, 2022 for a term of one years for which the approval of members was obtained through Postal Ballot dated December 15, 2022.

Post closure of the financial year:

a) Ms. Gurjeet Kaur resigned w.e.f. May 5, 2023 from the directorship of the Company due to some personal reasons. For further details in this connection, please refer to the Corporate Governance Report.

b) Mr. Sanjeev Kumar Rastogi was appointed as Additional Director and designated as Independent Director of the Company w.e.f. May 6, 2023 for a term of two years for which the approval of members will be obtained at ensuing Annual General Meeting held on September 23, 2023.

c) Mr. Kapal Kumar Vohra was appointed as Additional Director and designated as Independent Director of the Company w.e.f. August 28, 2023 for a term of two years for which the approval of members will be obtained at ensuing Annual General Meeting held on September 23, 2023.

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as the Listing Regulations. The Independent Directors have affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Act.

In the opinion of the Board the Independent Directors of the Company are the person of integrity and possess requisite expertise, skills and experience (including the proficiency) required for their role as well as fulfil the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as the Listing Regulations and are independent from Management.

The Independent Directors have also confirmed that they have registered their names in the Independent Directors’ databank with the Indian Institute of Corporate Affairs.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act and the Directors have made necessary disclosures under Section 184 and other relevant provisions of the Act.

b) Key Managerial Personnel

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on March 31, 2023.

1. Mr. Rajesh Gupta Managing Director;

2. Mr. Devender Kumar Poter Chief Financial Officer; and

3. Ms. Shilpa Verma Company Secretary and Compliance Officer.

During the year under review, Ms. Payal Vig resigned from the post of Company Secretary of the Company w.e.f June 22, 2022 due to some personal reasons and Ms. Shilpa Verma, was appointed as Company Secretary & Compliance Officer w.e.f July 21, 2022.

11. COMMITTEES OF THE BOARD

As on the date of this report, the Company has the following Board committees:

a. Audit Committee

b. Nomination & Remuneration Committee

c Stakeholder’s Relationship Committee

The composition and other related information of the above Committees are stated in the Corporate Governance Report, which forms an integral part of this Annual Report.

Further, all the recommendations made by the Audit committee were accepted by the Board.

12. BOARD’S EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and Individual Directors pursuant to the provisions of Companies Act, 2013.

A structured questionnaire was prepared after taking into consideration the inputs received from Nomination and Remuneration Committee, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of Non-Independent Directors, Board as a whole and the Chairman of the Board was evaluated in a separate meeting of Independent Directors.

The feedback and results of the questionnaire were collated and consolidated report was shared with the Board for improvements of its effectiveness. The Directors expressed their satisfaction with the evaluation process.

Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors and Chairman is satisfactory.

13. REMUNERATION POLICY

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee of the Company, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

The salient features of the Policy are:

It lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director (executive/non-executive/independent) of the Company;

To recommend to the Board the policy relating to the remuneration of the Directors, KMP and Senior Management/Other Employees of the Company; and

Reviewing and approving corporate goals and objectives relevant to the compensation of the executive Directors, evaluating their performance in light of those goals and objectives and either as a committee or together with the other independent Directors (as directed by the Board), determine and approve executive Directors’ compensation based on this evaluation; making recommendations to the Board with respect to KMP and Senior Management compensation and recommending incentive-compensation and equity-based plans that are subject to approval of the Board.

The Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed at the following web link : https://nupurrecyclers.com/img/ investors/policv/criteria-of-making-of-pavment-to-non-executive-directors.pdf. Throughout the

financial year, the Policy remained unchanged, and no amendments were introduced.

14. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board met 7 (Seven) times during the financial year 2022-23. The details of the meetings of the Board and Committees thereof are given in the Corporate Governance Report, which forms an integral part of this Annual Report.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2023 and of the profit of the Company for the Financial Year ended March 31, 2023;

iii) 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;

iv) the annual accounts have been prepared on a ‘going concern’ basis;

v) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

16. AUDITORS

I. STATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, M/s K R A & Co., Chartered Accountants (Firm Registration No. 020266N), were appointed as Statutory Auditors of the Company from the conclusion of 04th Annual General Meeting (AGM) of the Company till the conclusion of 09th AGM to be held in the FY 2027-28.

The Statutory Auditors M/s. K R A & Co., Chartered Accountants, have confirmed that they have not been disqualified to act as Statutory Auditors of the Company and that their continuation is within the maximum ceiling limit as prescribed under Section 141 of the Act / relevant statute.

The Auditors’ Report for the financial year ended March 31, 2023, does not contain any qualification, reservation or adverse remark and does not call for any clarification/ comments from the Board of Directors.

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

II. COST AUDITORS AND COST AUDIT REPORT

M/s Ravi Sahni & Co. (Firm Registration No. 100193) were appointed as the Cost Auditor to conduct the cost audit for the financial year ended March 31, 2023.

Further, pursuant to the provisions of section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended and as per the recommendation of the Audit Committee, the Board at their meeting held on August 10, 2023 re-appointed M/s Ravi Sahni & Co. (Firm Registration No. 100193) as Cost Auditors of the Company for the financial year 20232024 to audit the cost records of the Company. A resolution for ratification of the remuneration payable for such cost audit services forms part of the Notice of ensuing 5th Annual General Meeting.

A certificate from M/s Ravi Sahni & Co, Cost Accountants, has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits prescribed under Section 141 of the Act and the rules framed thereunder.

The Company has maintained accounts and records as specified under sub-section (1) of section 148 of the Act.

III. SECRETARIAL AUDITORS AND SECRETARIAL REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Arun Goel & Associates, Company Secretaries (“Secretarial Auditors”) (FCS No. 6861 and CP No. 12508) to conduct the Secretarial Audit of your Company for the financial year 2022-23.

The Secretarial Audit Report for the Financial Year ended March 31, 2023 is annexed herewith as Annexure-3 and forms an integral part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

IV. INTERNAL AUDITORS

The Board of Directors of your Company had appointed M/s V Khaitan & Associates, Chartered Accountant, New Delhi as the Internal Auditors of the Company pursuant to the provisions of section 138 of the Act for financial year 2022-2023 and the reports on periodical basis submitted by the auditor were placed before the audit committee and Board of Directors.

17. ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Company’s website at https://www.nupurrecyclers.com/img/investors/annual-return/form-MGT-7-2023.pdf.

18. RELATED PARTY TRANSACTIONS

In compliance with the requirements of the Companies Act, 2013 and the Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at https://www.nupurrecyclers.com/img/investors/policy/related-party-transaction-policy.pdf.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions, which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm’s Length.

All Related Party Transactions entered during the year were in the Ordinary Course of Business and on Arm’s Length basis. In terms of Section 134(3)(h) of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts or arrangements entered into with Related Parties are provided in Form AOC-2 annexed herewith as Annexure- 4 to this Report.

19. LOANS AND INVESTMENTS

Details of Investments made by the Company during Financial Year 2022-23 within the meaning of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the Listing Regulations, are set out in Note No. 3 & 4 to the Standalone Financial Statements of the Company.

20. RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks, to key business objectives on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Director of the company.

21. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In Compliance with the provisions of section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company’s website at https://www.nupurrecyclers.com/policies.html.

22. CORPORATE SOCIAL RESPONSIBILITY

The prime objective of our Corporate Social Responsibility policy is to develop the required capability and self-reliance of beneficiaries at the grass roots, especially of children and women, in the belief that these are pre-requisites for social and economic development.

The Board of Directors of your Company has formulated and adopted a policy on Corporate Social Responsibility which on the Company’s website at https://www.nupurrecyclers.com/policies.html

The annual report on corporate social responsibility activities containing composition of CSR committee and disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached and marked as Annexure - 5 and forms part of this report.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of financial performance and results of operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Company’s business, risks and concerns and material developments during the financial year under review.

24. CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. Separate report on Corporate Governance, forms an integral part of this Annual Report.

A certificate from M/s. Arun Goel & Associates, Company Secretaries confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (“ICC”) as specified under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company conducts sessions for employees to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act. During the period under review, no complaint was received by the ICC.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is given below:

A. Conservation of energy:(i) The steps taken or impact on conservation of energy:

We continue to strengthen our energy conservation efforts. We are always in lookout for energy efficient measures for operation, and value conservation of energy through usage of latest technologies for quality of services.

(ii) The steps taken by the company for utilizing alternate sources of energy;

Although the equipment’s used by the Company are not energy sensitive by their very nature, still the Company is making best possible efforts for conservation of energy, which assures that the computers and all other equipment’s purchased by the Company strictly adhere to environmental standards, and they make optimum utilization of energy.

(iii) The capital investment on energy conservation equipments;

There is no capital investment on energy conservation equipment during the FY 2022-23.

B. Absorption of Technology:

In this era of competition, in order to maintain and increase the clients and customers, we need to provide best quality services to our clients and customers at minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services.

i. The efforts made towards technology absorption: Nil

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:

(a) the details of technology imported: Nil

(b) the year of import: Nil

(c) whether the technology been fully absorbed: Nil

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Nil; and

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings : Nil Foreign Exchange Outgo : ? 8009.67

D. Research & Development:

The Company believes that in order to improve the quality and standards of services, the Company should have a progressive Research and Development Process, which should keep on increasing along with the scale of operations of the Company.

25. INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

Your Company has in place an adequate internal financial control framework with reference to financial and operating controls thereby ensuring orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

During Financial Year 2022-23, such controls were tested and no reportable material weakness in the design or operation was observed.

26. DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

27. NO DIFFERENCE IN VALUATION:

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

28. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/ material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

29. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and Shareholders (SS-2).

30. GENERAL

The Directors state that no disclosure or reporting in respect of the following items is required as there were no transactions/events relating to these items during the financial year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(c) Neither Managing Director nor the Whole Time Directors of the Company received any Remuneration or commission from any of its subsidiaries.

31. MIGRATION TO THE MAIN BOARD OF THE STOCK EXCHANGES:

The Company has migrated its equity shares listed on Emerge platform of National Stock Exchange of India Limited (NSE) to Main Board of NSE (NSE Symbol: NRL) w.e.f January 12, 2023. For further details, refer to the Corporate Governance Report.

32. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company during the financial year under review.

33. ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS

In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (referred to as “Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015. Financial Statements of the Company for the FY 2022-23 have been prepared in accordance with the Indian Accounting Standards ("Ind AS") as per the Companies (Indian Accounting Standards) Rules 2015 as amended from time to time and notified under section 133 of the Companies Act, 2013 ("the Act"), and in conformity with the accounting principles generally accepted in India and other relevant provisions of the Act. Any application guidance/ clarifications/ directions issued by the RBI or other regulators are implemented as and when they become applicable.

34. ACKNOWLEDGEMENT & APPRECIATION

Your Directors express their sincere appreciation for the assistance and co-operation received from the Government authorities, financial institutions, banks, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees.