Directors Report of Eco Recycling Ltd.

Mar 31, 2025

The Directors are pleased to present the 31^st Annual Report along with the Audited Financial Statements of your Company
for the Financial Year ended March 31, 2025.

COMPANY PERFORMANCE

A. Financial Highlights

The standalone and consolidated financial highlights of the Company for the financial year ended March 31,2025 is summerised
as follows:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	439,592	280,146	439,592	280,146
Other Income	25,964	46,141	23,408	72,641
Profit before Interest, Depreciation, Tax and Exceptional items	335,559	210,909	333,835	237,045
Less: Finance Cost	6,446	6,969	7,088	6,969
Depreciation and Amortisation expense	10,025	7,970	10,093	8,038
Add: Exceptional items	-	-	-	-
Profit/(Loss) before Tax	319,088	195,970	316,654	222,038
Less: Tax expense	85,718	34,026	82,865	39,807
Profit/(Loss) after Tax	233,370	-	233,788	182,231
Other comprehensive income (net of tax)	(4,554)	12,776	(4,307)	12,776
Total comprehensive income of the year (net of tax)	228,816	174,720	229,482	195,007
Earnings per share	-	-	-	-
Basic	12.09	8.39	12.12	9.44
Diluted	12.09	8.39	12.12	9.44

Performance review for the year and Outlook

Please refer to the Management Discussion and Analysis
section which forms a part of this Annual Report for details of
the performance and operations review and the Company''s
strategies for growth.

Business Highlights

Business Model & Strategy

Ecoreco''s integrated business model covers every stage of

the e-waste value chain-collection, secure data destruction,
refurbishment, material recovery, and remarketing. This
model unlocks multiple value streams from end-of-life
electronics and lithium-ion batteries.

Our state-of-the-art recycling facilities, certified by the

CPCB/MPCB and aligned with R2v3 international standards,
have an installed capacity of 31,200 MT per annum. This
positions Ecoreco to meet India''s rapidly increasing demand
for environmentally responsible recycling, while ensuring

compliance, transparency, and operational scalability.

Market & Industry Outlook

India''s e-waste generation is projected to grow at double¬
digit rates, fuelled by rapid digitalisation, shorter product
life cycles, and stricter enforcement of the E-Waste
Management Rules, 2022 and EPR Guidelines. On a global
scale, demand for critical and precious metals is intensifying
as industries seek secure, sustainable supply chains. Ecoreco''s
technology-driven, compliant, and scalable operations make
it a natural partner for governments, OEMs, and corporates
navigating this evolving landscape.

Report on performance of Subsidiaries

The performance and financial position of each subsidiary

for the year ended March 31, 2025, in the prescribed Form
AOC-1 is appended as Annexure I to this report.

In accordance with Section 136 of the Companies Act, 2013,
the audited Financial Statement, including the Consolidated
Financial Statement and related information of the Company
and audited accounts of each of its subsidiaries, are available
on the Company''s website www.ecoreco.com.

These documents will also be available for inspection during
business hours at the Registered Office of the Company.

The Policy for determining Material Subsidiaries may be
accessed on the Company''s website www.ecoreco.com.

B. SUSTAINABILITY AND SOCIAL RESPONSIBILITY

Corporate Social Responsibility Policy

Your Company has committed itself towards reaching out
and giving back to its communities. Creating an ecosystem of
development through planned interventions. The Company

is ensuring that its vision for the development of the nation
reaches the farthest geographies.

With a consistent focus on bringing a transformational
change in its communities, Ecoreco is implementing
sustainable and inclusive growth and has reached out to
3000 plus beneficiaries across Mumbai in FY 2024-25.

Furthermore, to accelerate social growth and development,
with a well-defined roadmap and a commitment to invest
Rs. 19.07 lakhs into Ecoreco Foundation, the philanthropic

arm of the Company aims to take the mission of creating an
ecosystem free of e-waste.

Energy Conservation, Technology Absorption and Foreign
Exchange Earnings & Outgo

The information as stipulated under section 134(3)(m) of
the Act read with Rule 8 of the Companies (Accounts) Rules,
2014 in respect of conservation of energy and technology

absorption:

Conservation of energy:

Your Company remains committed to sustainable business
practices and environmental stewardship. Energy
conservation is regarded as a key pillar in our efforts to
preserve natural resources and reduce our overall carbon
footprint.

While the Company operates a recycling plant, and certain
processes involve energy use, overall energy consumption
across our operations remains relatively low. Nonetheless,
we have adopted several energy-efficient practices within
the recycling facility and other areas of operation to
reduce usage wherever possible. These initiatives support
our broader sustainability goals while also contributing to
operational efficiency and long-term cost savings.

Technology absorption:

Your Company remains committed to adopting relevant
technologies that enhance operational efficiency and
support business growth.

During the year under review, the Company focused on

upgrading existing technologies and strengthening internal
capabilities to keep pace with evolving industry standards.
These efforts were directed toward improving productivity,
ensuring compliance, and supporting the long-term

sustainability of our operations.

The details of the Foreign Exchange Earnings and Outgo
are as follows:

Particulars	FY 2024-25	FY 2023-24
Foreign Currency Earnings	35,699	49,546
Foreign Exchange Outgo	1,405	5,307

C. HUMAN RESOURCE MANAGEMENT
People and Culture

Our people are our greatest asset. We are committed to
fostering a workplace culture that upholds the highest
standards in safety, environmental stewardship, and
sustainability. Our culture is grounded in our core values
and reflects our dedication to innovation, inclusivity, and
continuous improvement. We prioritise providing a safe,
healthy, and supportive environment where all employees
can thrive.

Managerial Remuneration, Employee Information and
Related Disclosure

The remuneration paid to Directors and Key Managerial
Personnel during the FY 2024-25 was in accordance with the
NRC Policy of the Company.

Disclosures under section 197 of the Act and Rule 5(1) of the

Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, relating to the remuneration and

other details as required are appended as Annexure III to
this Report.

In terms of the provision of Section 136 of the Act and Rule

5(2), the Report and the Financial Statements are being sent
to the Members of the Company excluding the statement
of particulars of employees as prescribed under Rule 5(2)

of the Rules. The said information is available for inspection
through electronic mode. Any Member interested in

obtaining a copy of the said statement may write to the
Company Secretary and the same will be furnished upon
such request.

Prevention of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at
workplace and has adopted a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment at Workplace in line

with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules thereunder for prevention and redressal of

complaints of sexual harassment at workplace.

Your Company is an equal opportunity employer and believes

in providing opportunity and key positions to women
professional. During the year under review, there were no
cases hied pursuant to the Sexual Harassment.

D. INVESTOR RELATIONS

Your Company prioritises transparent communication and
active engagement with its investor community. Ecoreco

maintains a dynamic Investor Relations (IR) function that
engages both domestic and international shareholders,
actively seeking their insights and feedback. The IR team
is committed not only to meeting but exceeding industry
best practices, effectively communicating the Company''s
unique investment proposition and long-term value creation
potential to the capital markets. This ensures that Ecoreco''s
shares are fairly valued and well understood.

Shareholders Engagement: Our investor relations team
connects with shareholders via diverse channels such as
personal meetings, conferences and investor and analyst
gatherings, conveying the Company''s strategic vision,
potential risk and opportunities as well as new microeconomic
and company specific developments. Our engagement
initiatives span quarterly earnings discussions, Investors/
Analyst meetings, site tour of principal operations, individual
and group meetings. These interactions are graced by the
Chairman & Managing Director of the Company, earning
high regard from the shareholders and analysts alike.

Shareholders Communication: Shareholders are
encouraged to reach out to us anytime via the contact
details provided on our website for any queries, concerns,
inquiries, or feedback for the Company. This continuous

dialogue empowers our Board and senior management to
deeply understand shareholder perspectives and address
their concern effectively.

E. RISK MANAGEMENT

The businesses are exposed to a variety of risks, which are
inherent to Company''s operations. Your Company has a
well-defined risk management framework in place. The risk
management framework works at various levels across the
enterprise. These levels form the strategic defense cover of
the Company''s risk management. The Company has a robust
organizational structure for managing and reporting on
risks.

The Audit Committee aids the Board in the risk management
process by identification and assessment of any changes

in risk exposure, review of risk control measures and by
approval of remedial actions, where appropriate.

Internal Financial Controls and their adequacy

Your Board has devised systems, policies, and procedures/
frameworks, which are currently operational within the
Company for ensuring the orderly and efficient conduct of its
business, which includes adherence to policies, safeguarding

its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records and
timely preparation of reliable financial information.

In line with best practices, the Audit & Risk Management
Committee and the Board reviews these internal control
systems to ensure they remain effective and are achieving
their intended purpose. Where weaknesses, if any, are
identified as a result of the reviews, new procedures are put
in place to strengthen controls. These controls are in turn
reviewed at regular intervals.

Vigil Mechanism

The Company has in place a robust vigil mechanism for
reporting genuine concerns through the Company''s Whistle¬
Blower Policy. The Whistle-Blower Policy of your Company is
available on the Company''s website and can be accessed at
www.ecoreco.com.

It enables the Directors, employees and all stakeholders of
the Company to report genuine concerns (about unethical
behavior, actual or suspected fraud, or violation of the Code)
and provides for adequate safeguards against victimization
of persons who use such mechanism and makes provision
for direct access to the Chairman of the Audit Committee.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the
year under review, as specified under Regulation 34 read
with Schedule V of Listing Regulations is presented in a
separate section, forming part of this Annual Report.

F. CORPORATE GOVERNANCE

Report on Corporate Governance

The essence of Corporate Governance is about maintaining
the right balance between economic, social, individual
and community goals. Your Company is committed in

maintaining the highest standards of corporate governance
in the management of its affairs and ensuring its activities
reflect the culture we wish to nurture with our stakeholders.

As a Company with a strong sense of values and commitment,
we believe that profitability must go hand in hand with a
sense of responsibility towards all stakeholders. We believe
Corporate Governance is notjust a destination, but ajourney to

constantly improve sustainable value creation. Our disclosures
seek to attain the best practices in international corporate
governance, and we constantly endeavor to enhance long¬
term shareholder value. Our Corporate Governance Report
for FY 2024-25 forms part of this Annual Report.

Directors and Key Managerial Personnel

The Board of Directors is the apex body constituted
by shareholders for overseeing the Company''s overall
functioning. The Board provides strategic direction and
leadership and oversees the management policies and their
effectiveness looking at long-term interests of shareholders
and other stakeholders.

Directors

Appointments

Pursuant to the recommendation of the NRC, the Board

approved the below appointments during the period:

• Dr. Yeshwant Babarao Sontakke (DIN 1 1220800) was
appointed as a Non-Executive Independent Director for
a term of 5 years effective from May 16, 2025 to May 15,
2030 (both days inclusive).

• Dr. Sandip Chatterjee (DIN 11203039) as a Non-Executive

Independent Director for a term of 5 years effective
from July 19, 2025 to July 18, 2030 (both days inclusive).

• Mr. Brijkishor Soni (DIN 01274250) was re-appointed as

the Managing Director for a term of five years effective
from September 1, 2025 to August 31, 2030 (both days

inclusive).

The above appointments forms part of the Notice of the
forthcoming AGM, and the Resolutions are recommended

for shareholers approval.

Details of re-appointment as required under Listing
Regulations, are provided in the AGM Notice.

Cessation

Mr. Dattatarya Devale (DIN 07186290) ceased to be the
Independent Director of the Company due to completion
of his second tenure as an Independent Director of the
Company w.e.f. July 16, 2025.

Mr. Srikrishna Bhamidipati (DIN 02083384) ceased to be an
Independent Director of the Company due to his sudden

demise on July 1, 2025.

Dr. Yeshwant Baabrao Sontakke (DIN 1 1220800) ceased to
be an Independent Director of the Company with effect

from July 19, 2025.

Key Managerial Personnel Appointment/ Cessations

Prsuant to the recommendation of the NRC and approval
of Board, Mr. Nihal Kare was appointed as the Company
Secretary and Compliance Officer and was designated as
Key Managerial Personnel with effect from May 30, 2025.

Ms. Maneesha Jena tendered her resignation from the
position of Company Secretary & KMP of the Company from
the close of business hours on March 1,2025.

Director Retire by Rotation

In accordance with the provisions of the Act and the
Articles of Association of the Company Mr. Brijkishor Soni
(DIN 01274250) Managing Director of the Company, is

liable to retire by rotation at the ensuing AGM, and being
eligible, offers himself for re-appointment. Based on the

performance evaluation and recommendation of the NRC,
Board recommends his re-appointment.

As per the terms of his appointment as approved by the
members, his re-appointment at the ensuing AGM as a
director retiring by rotation would not constitute break in
his appointment as a Managing Director.

Details of re-appointment as required under Listing
Regulations, are provided in the AGM Notice.

Board and Committee

The Board is supported by the activities of each of the Board
Committees which ensure the right level of attention and
consideration are given to specific matters. Accordingly,

the Committees focus on specific areas and take informed
decisions within the framework designed by the Board and
make specific recommendations to the Board on matters in
their areas or purview. Each of the Committees has terms
of reference under which authority is delegated by the
Board. At present, the Company has the following Board
Committees which ensures greater focus on specific aspects
of Corporate Governance and expeditious resolution of
issues of governance as and when they arise.

Statutory Board Committees

a. Audit Committee

b. Nomination & Remuneration Committee

c. Stakeholders'' Relationship Committee

d. Corporate Social Responsibility Committee

A detailed update on the Board, its committees, terms and
reference, meeting held during the year 2024-25 and the

attendance of each member is detailed in the Corporate
Governance Report.

Board Effectiveness

Familiarization Program For Board Members

Your Company has a structured program for the Board
members so as to enable them to understand the nature
of the industry Company operates, its management and
its operations. They are also familiarized with Company''s
organizational and governance structure, governance
philosophy/principles, code of conduct & key policies,
Board''s way of working & procedures, formal information
sharing protocol between the Board and the management,
Directors'' roles and responsibilities and disclosure
obligations.

The details of familiarization program and process followed
are provided in the Corporate Governance Report forming
part of this Annual Report and can also be accessed on the
website of the Company at www.ecoreco.com.

Annual Board Evaluation

The Board of your Company is highly committed to ensure

transparency in assessing the performance of Directors.
Pursuant to the provisions of the Act and the Listing
Regulations, the annual evaluation of the performance of
the Board of Directors, its Committees, Chairman, Directors,

and the governance processes that support the Board''s work
was conducted. The evaluation parameters and the process
have been explained in the Corporate Governance Report.

Policy on Directors'' Appointment and Remuneration

The Nomination and Remuneration Policy adopted by the
Board on the recommendation of NRC enumerates the
criteria for assessment and appointment/re-appointment of
Directors, KMP and SMP on the basis of their qualifications,
knowledge, skill, industrial orientation, independence,
professional and functional expertise among other
parameters.

With your Company continuing to comply with the Policy in
true letter and spirit, the complete Policy is reproduced in
full on our website at www.ecoreco.com and a snapshot of
the Policy is elucidated in the Corporate Governance Report.

Observance of the Secretarial Standards

The Directors state that proper systems have been devised

to ensure compliance with the applicable laws. Pursuant to
the provisions of section 118 of the Act, during FY 2024-25,

the Company has adhered with the applicable provisions
of the Secretarial Standards ("SS-1 and SS-2") relating to
''Meetings of the Board of Directors'' and ''General Meetings''
issued by the Institute of Company Secretaries of India and
notified by Ministry of Corporate Affairs.

Independent Directors'' Statement

The Company has received declarations from all the
Independent Directors confirming that they continue to
meet the criteria of independence as prescribed under the
Act and Listing Regulations and comply with the Code for
Independent Directors as specified under Schedule IV of the
Act.

The Directors have also confirmed that they are not aware
of any circumstance or situation, which exists or may
be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
independent judgement and without any external influence.

In terms of Section 150 of the Act read with Rule 6(1) and

6(2) of the Companies (Appointment and Qualification
of Directors) Rules, 2014, Independent Directors of the
Company have confirmed that they have registered

themselves with the databank maintained by the Indian
Institute of Corporate Affairs.

Annual Return

In terms of provisions of section 92(3), 134(3)(a) of the Act

read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return in Form
MGT-7 for the FY 2024-25 is placed on the website of the

Company and can be accessed at www.ecoreco.com.

G AUDIT REPORT AND AUDITORS

Audit Reports:

The Statutory Auditors have issued unmodified opinion on

the financial statements of the Company for the year ended
March 31, 2025.

• The Statutory Auditors'' Report for FY 2024-25 does
not contain any qualification, reservation or adverse

remarks which calls for any explanation from the Board
of Directors. The Auditors'' report is enclosed with the
financial statements in the annual report.

• The Secretarial Auditors'' Report for FY 2024-25 does not
contain any qualification, reservation or adverse remark.
The Report in Form MR-3 is enclosed as Annexure II to
the Directors'' Report.

Auditors'' Certificates:

• As per the Listing Regulations, the auditors'' certificate

on corporate governance is enclosed as an Annexure
to the Corporate Governance Report forming part of
the Annual Report. The Certificate does not contain
any other qualification, reservation, or adverse remark

except as mentioned in the report.

• A certificate from Company Secretary in Practice
certifying that none of the directors on the Board of the
Company have been debarred or disqualified from being
appointed or continuing as directors of companies by the
SEBI/Ministry of Corporate Affairs or any such statutory
authority forms part of the Corporate Governance
Report.

Auditors:

Statutory Auditors

• M/s DMKH & Co., Chartered Accountants (ICAI

Registration No.: 1 16886W), were appointed as the
Statutory Auditors of the Company in the 30th AGM of
the Company to hold office for a period of five (5) years
till the conclusion of 35th AGM.

• M/s RMR & Co., Chartered Accountants (ICAI Registration
No.: 106467W) tendered their resignation due to their
pre-occupancy with effect from August 12, 2024.

• The Auditors have confirmed that they are not
disqualified from being re-appointed as Statutory
Auditors of the Company.

• The report of the Statutory Auditors along with notes

to financial statements is enclosed to this Report.
The Notes on financial statements referred to in the
Auditors'' Report are self-explanatory and do not call for
any further comments.

• The auditors have also furnished a declaration confirming
their independence as well as their arm''s length
relationship with the Company. The Audit Committee
reviews the independence and objectivity of the auditors

and the effectiveness of the audit process.

• The Statutory Auditors were present at the last AGM of

the Company.

Secretarial Auditors

• CS Neha Poddar, Practicing Company Secretary had been
appointed by the Board to conduct the secretarial audit
of the Company for FY 2024-25.

• The Company had received a certificate confirming the
eligibility and consent to act as the Auditor.

• The Secretarial Audit Report for FY 2024-25 forms part of

this report and confirms that the Company has complied
with the provisions of the Act, Rules, Regulations and
Guidelines and that there were no deviations or non¬
compliances.

• Pursuant to SEBI circular no. CIR/CFD/CMO1/27/2019
dated February 8, 2019, the Company has also undertaken
an audit for all applicable compliances as per the Listing
Regulations and circular guidelines issued thereunder.
The Annual Secretarial Compliance Report for FY 2024¬
25 has also been submitted to the Stock Exchanges.

• The Secretarial Auditors were also present at the last
AGM of the Company.

Internal Auditors

• M/s L J Kothari & Co, Chartered Accountants, had been
appointed as the Internal Auditors of the Company for
FY 2024-25 to conduct the internal Audit on the basis of

detailed Internal Audit Plan.

• The Company has an in-house team to manage the
Group''s internal audit activity and that functionally
reports to the Audit Committee.

Reporting of Fraud by Auditors

During the reporting year, under Section 143(12) of Act,
none of the Auditors of the Company have reported to the

Audit Committee of the Board any instances of fraud by the
Company or material fraud on the Company by its officers
or employees.

H OTHER MATERIAL DISCLOSURES

Qualified Institutional Placement

During the year under review, the Company obtained

approval from its shareholders through a special resolution
passed on January 22, 2025 through Postal Ballot to raise
funds through a Qualified Institutional Placement (QIP) in

accordance with applicable laws and regulations.

The QIP process is currently ongoing, and as of the date of

this report, no funds have been raised. The Company will
proceed with the issuance at an appropriate time, depending
on market conditions and business requirements.

This initiative reflects the Company''s proactive approach to
strengthening its financial position and supporting future
strategic growth initiatives.

Share Capital

Authorised Share Capital

As on March 31, 2025, the authorised share capital of the
Company was Rs. 30,00,00,000/- comprising of 3,00,00,000

Equity Shares of Rs. 10/- each.

Paid-up Share Capital

As on March 31, 2025, the paid-up share capital of the
Company was Rs. 19,29,67,500/- comprising of 1,92,96,750

Equity Shares of Rs. 10/- each.

There was no change in the capital structure of the Company
during the period under review.

Transfer to Reserves

The Company proposes Nil transfer to General Reserves out

of its total profit of Rs. 23 Crore for the financial year.

Dividend

In line with the principles of financial prudence and capital
conservation, the Board has decided not to recommend
any dividend for the financial year 2024-25. The Company
remains focused on strengthening its operational and
financial position in the forthcoming period.

Holding Company

Ecoreco Ventures Private Limited, continues to be the Holding
Company pursuant to Section 2(87) of the Companies Act,

2013 and is, inter alia, engaged in the business of developing
real estate and properties. The shareholding of Ecoreco
Ventures Private Limited in Eco Recycling Ltd as on March
31, 2025 was 52.19% [i.e., 1,00,70,814 (One Crore Seventy
Thousand Eight Hundred Fourteen only) Equity Shares of
Face Value of Rs. 10/- (Rupees Ten Only) each] of the Paid-
up Equity Shares Capital of your Company and there was no
change in this position during the Financial Year 2024-25.

Subsidiaries

As on March 31, 2024, the Company has 2 (Two) Subsidiaries
viz;

• Ecoreco Enviro Education Private Limited

(a wholly owned subsidiary of the Company).

• Ecoreco Park Private Limited

(a subsidiary w.e.f. January 12, 2023).

During the year under review, ELV Recycling Private Limited
ceased to be the Associate of the Company.

Related Party Transactions

Your Company has in place a policy on materiality of
related party transactions and on dealing with related party
transactions (''RPT Policy'') in line with the provisions of the

Act and Listing regulations. The Policy may be accessed at
www.ecoreco.com.

The Policy sets out the philosophy and processes to be
followed for approval and review of transactions with

Related Party and intends to ensure that proper reporting,
approval and disclosure processes are in place for all the
transactions with Related Parties.

All related party transactions entered during the year were
in ordinary course of the business and at arm''s length basis
and were in compliance with the provisions of the Act and
Listing Regulations.

The Company has not entered into Material Related
Party Transactions as per the provisions of the Act and
a confirmation to this effect is annexed in Form AOC-2 as
Annexure II, which forms part of this Annual Report.

Particulars of Loans, Guarantee or Investments

Particulars of loans given, investments made, guarantees
given and securities provided along with the purpose for
which the loan or guarantee or security is proposed to be
utilized by the recipient, are provided in the Standalone
Financial Statement. (Please refer to Notes to the Standalone
Financial Statements forming part of this Annual Report).

Public Deposit

The Company has not accepted any deposits falling under
the ambit of section 73 of the Act and the Rules framed
thereunder during the year review.

Material changes affecting the Financial Position of the
Company

No material changes and commitments have occurred
between the end of the financial year to which the financial
statements relate and the date of this Report which may
affect the financial position of the Company.

Change in nature of Business of Company

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

Failure to Implement any Corporate Action

There were no instances where the Company failed to
implement any corporate action within the specified time
limit.

I GENERAL DISCLOSURES

(a) There was no issue of equity shares with differential
rights as to dividend, voting or otherwise.

(b) There was no issue of shares to employees of the

Company under any Scheme.

(c) There was no significant or material order passed by the
Regulators or Courts or T ribunals which impact the going

concern status and the Company''s operation in future.

(d) There are no pending legal proceedings against the
Company under Insolvency and Bankruptcy Code, 2016.

(e) There were no instances of one-time settlement with
any bank or financial institution during FY 2024-25.

(f) There was no revision of financial statements and Board''s
Report of the Company during the year under review.

J DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in section 134 of the Act, the Directors subscribe
to the "Directors'' Responsibility Statement" and to the best of

their knowledge and ability, hereby confirm that:

(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed and there are
no material departures from the same;

(b) They 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 the Company at the end
of the financial year, i.e., March 31, 2024 and of the profit
and loss of the Company for that period;

(c) They have taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the Company''s assets and for preventing

and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going
concern basis;

(e) They have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and are operating effectively; and

(f) Proper systems have been devised to ensure compliance

with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

K AWARDS AND RECOGNITION

The Company continues to be recognised for its commitment
_ to excellence, sustainability, and responsible business

practices. These recognitions serve as a testament to our

ongoing efforts in delivering value to our stakeholders and
driving industry standards.

During the year under review, the Company was honoured with
the 2024 HURUN Industry Achievement Award - Champion

of Sustainable E-waste Management. This prestigious
award, instituted by HURUN under its initiative "Promoting

Entrepreneurship Through Quality Lists and Research," recognises
the Company''s continued commitment to sustainability and
leadership in the e-waste management sector.

The award was conferred upon the Chairman & Managing
Director, Shri B K Soni, in recognition of his pioneering
contribution to establishing and promoting organised
e-waste recycling in India.

The Board places on record its appreciation for this

recognition and reaffirms its commitment to advancing
sustainable and responsible business practices.

L ACKNOWLEDGMENT AND APPRECIATION

The Company''s ability to operate efficiently and deliver
sustained performance is driven by a strong culture of
professionalism, integrity, innovation, and continuous
improvement across all functions. This, combined with the

effective utilisation of resources, has contributed to the
Company''s sustainable and profitable growth.

The Board of Directors places on record its sincere
appreciation for the dedication, commitment, and

contribution of every employee. Their efforts have been
instrumental in achieving the Company''s performance and
upholding its core values.

The Directors also wish to thank all stakeholders, including
shareholders, customers, business partners, suppliers,

regulatory authorities, and financial institutions, for their
continued support and trust in the Company.

The Board looks to the future with optimism and confidence,
as Ecoreco continues on its path of responsible growth and
value creation.

For and on behalf of the Board of Directors of
Eco Recycling Limited

B K Soni

Chairman & Managing Director

DIN 01274250
Mumbai, August 26, 2025

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Mar 31, 2024

The Directors are pleased to present the 30th Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended March 31, 2024.

COMPANY PERFORMANCE

Financial Highlights

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2024, prepared as per Indian Accounting Standards (Ind AS) and in accordance with the provisions of the Companies Act, 2013 (the Act) and Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing

Regulations) forms part of this Annual Report.

in ''000)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	280,146	177,336	280,146	177,367
Other Income	46,141	36,957	72,641	37,885
Profit before Interest, Depreciation, Tax and Exceptional items	210,909	76,210	237,045	76,876
Less: Finance Cost	6,969	1,461	6,969	1,461
Depreciation and Amortisation expense	7,970	9,308	8,038	9,376
Add: Exceptional items	-	-	-	-
Profit/(Loss) before Tax	195,970	65,441	222,038	66,039
Less: Tax expense	34,026	3,753	39,807	4,104
Profit for the year Attributable to: Owners of the Company	161,944	61,688	182,231	61,935
Profit for the year Attributable to: Non-controlling interest	-	-	16,876	12,932
Balance of profit for earlier years	238,744	197,778	217,621	184,487
Profit available for appropriation	400,688	258,041	395,314	236,918
Less: Dividend paid on Equity Shares	-	19,297	-	19,297
Balance carried forward	400,688	238,744	395,314	217,621

				Standalone
REVENUE	m	EBITDA		EBITDA ^ Margin	PAT before Ji; exceptional Ktarm	ROCE	-.-.if
728 Crore		721 Crore		64.63%	7 20 Crore	29%
				Consolidated
REVENUE	«•	EBITDA		EBITDA W Margin	PAT before =p exceptional itnmn	ROCE
728 Crore		724 Crore		67.19%	7 22 Crore	31%

Standalone

• The revenue from operations of the Company for fiscal 2024 stood at Rs. 28 Crore as against Rs. 17 Crore for fiscal 2023 showing an increase of 58%.

• The EBIDTA (before exceptional items) increased by 177% from Rs. 7.6 Crore in fiscal 2023 to Rs. 21 Crore in fiscal 2024.

• Profit for the year increased by 163% from Rs. 6 Crore in fiscal 2023 to Rs. 16 Crore in fiscal 2024.

• The net worth of the Company increased to Rs. 65 Crore at the end of fiscal 2024 from Rs. 48 Crore at the end of fiscal 2023.

Consolidated

• The consolidated total revenue of the Company for the fiscal 2024 stood at Rs. 28 Crore as against Rs. 17 Crore for fiscal 2023 showing an increase of 58%.

• The consolidated EBIDTA (before exceptional items) increased from Rs. 7 Crore in fiscal 2023 to Rs. 23 Crore in fiscal 2024 showing an increase of 208%.

• The consolidated Profit for the year has also increased from Rs. 6 Crore in fiscal 2023 to Rs. 18 Crore in fiscal

2024 showing an increase of 194%.

• The consolidated net worth of your Company has increased from Rs. 47 Crore at the end of fiscal 2023 to Rs. 67 Crore in fiscal 2024.

Please refer to the Management Discussion and Analysis section which forms a part of this Annual Report for details of the performance and operations review and the Company''s strategies for growth.

Business Highlights

Your Company is the pioneer for providing transformative

solution to the growing challenge of electric waste in India. From offering end to end solutions of reverse logistics, data destruction and recycling of e-waste; from 7200 MT per annum to 18000 MT per annum, from being first to introduce

Recycling on Wheels facility in India, your Company has become the industry leader in e-waste management sector.

Your Company has partnered with MeitY to introduce cutting-edge technology for efficient Li-ion Battery element recovery. The collaboration will enhance environmental sustainability and domestic resource retention by reducing

the need for metal exports.

During the year under review, your Company has also joined

hands with TERRA, the largest global network of e-Stewards and R2 Certified e-scrap and IT Asset Disposition (ITAD) providers, showing Company''s commitment to recycle responsibly, promoting greener future through advanced scientific recycling methods, ensuring socio economic growth through environmentally friendly e-waste disposal.

Report on performance of Subsidiaries

The performance and financial position of each subsidiary for the year ended March 31, 2024, in the prescribed Form AOC-1 is appended as Annexure I to the Board''s report.

In accordance with Section 136 of the Companies Act, 2013, the audited Financial Statement, including the Consolidated Financial Statement and related information of the Company and audited accounts of each of its subsidiaries, are available on the Company''s website www.ecoreco.com.

These documents will also be available for inspection during business hours at the Registered Office of the Company.

The Policy for determining Material Subsidiaries may be accessed on the Company''s website www.ecoreco.com.

SUSTAINABILITY AND SOCIAL RESPONSIBILITY

Corporate Social Responsibility Policy

Your Company has committed itself towards reaching out

and giving back to its communities. Creating an ecosystem of development through planned interventions. The Company is ensuring that its vision for the development of the nation reaches the farthest geographies.

With a consistent focus on bringing a transformational change in its communities, Ecoreco is implementing sustainable and inclusive growth and has reached out to 3000 plus beneficiaries across Mumbai in FY 2023-24.

Furthermore, to accelerate social growth and development, with a well-defined roadmap and a commitment to invest Rs. 27 lakhs into Ecoreco

Foundation, the philanthropic arm of the Company aims to

take the mission of creating an ecosystem free of e-waste.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

The information as stipulated under section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology

absorption:

Conservation of energy:

Your Company is committed to sustainable business

practices by contributing to environment protection and

considers energy conservation as one of the strong pillars of preserving natural resources. This also helps the Company in reducing carbon footprint across all its operations and improve the bottom-line under its sustainability mission.

The Company''s operations are not power intensive. Nevertheless, Company has taken various measures to conserve and minimize the use of energy wherever it is

possible.

Technology absorption:

Your Company is committed towards technology driven

innovation and inculcating an innovation driven culture within the organization.

During the year under review, your Company continued to work on advanced technologies, upgradation of existing technology and capability development in the critical areas of current and future growth.

The details of the Foreign Exchange Earnings and Outgo are as follows:

(? in ''000)

Particulars	FY 2023-24	FY 2022-23
Foreign Currency Earnings	44,375	23,993
Foreign Exchange Outgo	43,764	25,616

HUMAN RESOURCE MANAGEMENT

People and Culture

Our Company has always aspired to build a culture that demonstrates high standards in safety, environment, and sustainability. People are our most valuable asset, and we are committed to provide all our employees with a safe and healthy work environment. Our culture exemplifies our core values and nurtures innovation, creativity, and diversity. We ensure alignment of business goals and individual goals to enable our employees to grow on personal as well as professional front.

Managerial Remuneration, Employee Information and Related Disclosure

The remuneration paid to Directors and Key Managerial Personnel during the FY 2023-24 was in accordance with the NRC Policy of the Company.

Disclosures under section 197 of the Act and Rule 5(1) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to the remuneration and other details as required are appended as Annexure III to this Report.

In terms of the provision of Section 136 of the Act and Rule

5(2), the Report and the Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees as prescribed under Rule 5(2)

of the Rules. The said information is available for inspection through electronic mode. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary and the same will be furnished upon such request.

Prevention of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

Your Company is an equal opportunity employer and believes

in providing opportunity and key positions to women professional. During the year under review, there were no cases filed pursuant to the Sexual Harassment.

INVESTOR RELATIONS

Your Company priorities fostering open communication and

active engagement with its investors. Ecoreco has a dynamic investor relations function that engages both domestic and oversea shareholders, actively seeking their input. This function is dedicated to not only meeting but exceeding investor relation benchmarks. It is committed to articulating distinctive investment proposition and its potential for value generation to the capital market community, ensuring the Company''s shares are valued fairly.

Shareholders Engagement: Our investor relations team connects with shareholders via diverse channels such as personal meetings, conferences and investor and analyst gatherings, conveying the Company''s strategic vision,

potential risk and opportunities as well as new microeconomic and company specific developments. Our engagement initiatives span quarterly earnings discussions, Investors/ Analyst meetings, site tour of principal operations, individual

and group meetings. These interactions are graced by the Chairman & Managing Director of the Company, earning high regard from the shareholders and analysts alike.

Shareholders Communication: Shareholders are encouraged to reach out to us anytime via the contact details provided on our website for any queries, concerns, inquiries, or feedback for the Company. This continuous

dialogue empowers our Board and senior management to deeply understand shareholder perspectives and address their concern effectively.

RISK MANAGEMENT

The businesses are exposed to a variety of risks, which are inherent to Company''s operations. Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the enterprise. These levels form the strategic defense cover of the Company''s risk management. The Company has a robust organizational structure for managing and reporting on risks.

The Audit Committee aids the Board in the risk management process by identification and assessment of any changes in risk exposure, review of risk control measures and by

approval of remedial actions, where appropriate.

Internal Financial Controls and their adequacy

Your Board has devised systems, policies, and procedures/

frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to policies, safeguarding

its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

In line with best practices, the Audit & Risk Management Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals.

Vigil Mechanism

The Company has in place a robust vigil mechanism for reporting genuine concerns through the Company''s WhistleBlower Policy. The Whistle-Blower Policy of your Company is available on the Company''s website and can be accessed at www.ecoreco.com.

It enables the Directors, employees and all stakeholders of the Company to report genuine concerns (about unethical

behavior, actual or suspected fraud, or violation of the Code) and provides for adequate safeguards against victimization of persons who use such mechanism and makes provision

for direct access to the Chairman of the Audit Committee.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as specified under Regulation 34 read with Schedule V of Listing Regulations is presented in a

separate section, forming part of this Annual Report.

CORPORATE GOVERNANCE

Report on Corporate Governance

The essence of Corporate Governance is about maintaining the right balance between economic, social, individual and community goals. Your Company is committed in

maintaining the highest standards of corporate governance in the management of its affairs and ensuring its activities reflect the culture we wish to nurture with our stakeholders.

As a Company with a strong sense of values and commitment, we believe that profitability must go hand in hand with a sense of responsibility towards all stakeholders. We believe Corporate Governance is not just a destination, but a journey to constantly improve sustainable value creation. Our disclosures seek to attain the best practices in international corporate governance, and we constantly endeavor to enhance long-term shareholder value. Our Corporate Governance Report for FY 2023-24 forms part of this Annual Report.

Directors and Key Managerial Personnel

The Board of Directors is the apex body constituted

by shareholders for overseeing the Company''s overall functioning. The Board provides strategic direction and leadership and oversees the management policies and their effectiveness looking at long-term interests of shareholders

and other stakeholders.

Directors

Re-appointments

Pursuant to the recommendation of the NRC, the Board approved the below re-appointments during the period:

• Mr. Shashank Soni (DIN 06572759) was appointed as Whole-time Director for a second of 5 years effective from August 28, 2023 to August 27, 2028 (both days inclusive);

• Mrs. Aruna Soni (DIN 01502649) was appointed as

Whole-time Director for a second of 5 years effective from August 28, 2023 to August 27, 2028 (both days inclusive);

• Mr. Srikrishna Bhamidipati (DIN 02083384) was appointed as a Non-Executive Independent Director for

a second and final term of 5 years effective from July 13, 2024 to July 12, 2029 (both days inclusive).

The re-appointments of Mr. Shashank Soni and Mrs. Aruna Soni was approved by the shareholders in the AGM held on August 28, 2023. Mr. Bhamidipati is eligible to be re-

appointed as an Independent Non-Executive Director,

not liable to retire by rotation, for a second term of five consecutive years, subject to approval of the Members. The above appointment and re-appointment form a part of the Notice of the forthcoming AGM, and the Resolutions are

recommended for Members'' approval.

Details of re-appointment as required under Listing Regulations, are provided in the AGM Notice.

Key Managerial Personnel Appointment/ Cessations

Pursuant to the recommendation of the NRC and approval of Board, Ms. Maneesha Jena was appointed as the Company Secretary and Compliance Officer and was designated as Key Managerial Personnel with effect from February 12, 2024.

Mr. Kaushal Shukla tendered his resignation from the position of Company Secretary & KMP of the Company from the close of business hours on December 19, 2023.

Director Retire by Rotation

In accordance with the provisions of the Act and the Articles of Association of the Company Mr. Shashank Soni (DIN: 06572759) Executive Director of the Company, is liable to retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment. Based on the performance evaluation and recommendation of the NRC, Board recommends his re-appointment.

As per the terms of his appointment as approved by the members, his re-appointment at the ensuing AGM as a director retiring by rotation would not constitute break in

his appointment as a whole-time Director.

Details of re-appointment as required under Listing Regulations, are provided in the AGM Notice.

Board and Committee

The Board is supported by the activities of each of the Board Committees which ensure the right level of attention and consideration are given to specific matters. Accordingly,

the Committees focus on specific areas and take informed decisions within the framework designed by the Board and make specific recommendations to the Board on matters in their areas or purview. Each of the Committees has terms of reference under which authority is delegated by the Board. At present, the Company has the following Board Committees which ensures greater focus on specific aspects of Corporate Governance and expeditious resolution of issues of governance as and when they arise.

Statutory Board Committees

a. Audit Committee

b. Nomination & Remuneration Committee

c. Stakeholders'' Relationship Committee

d. Corporate Social Responsibility Committee

A detailed update on the Board, its committees, terms and reference, meeting held during the year 2023-24 and the

attendance of each member is detailed in the Corporate Governance Report.

Board Effectiveness

Familiarization Program for Board Members

Your Company has a structured program for the Board members so as to enable them to understand the nature of the industry Company operates, its management and its operations. They are also familiarized with Company''s organizational and governance structure, governance philosophy/principles, code of conduct & key policies, Board''s way of working & procedures, formal information sharing protocol between the Board and the management, Directors'' roles and responsibilities and disclosure obligations.

The details of familiarization program and process followed are provided in the Corporate Governance Report forming part of this Annual Report and can also be accessed on the website of the Company at www.ecoreco.com.

Annual Board Evaluation

The Board of your Company is highly committed to ensure

transparency in assessing the performance of Directors. Pursuant to the provisions of the Act and the Listing

Regulations, the annual evaluation of the performance of the Board of Directors, its Committees, Chairman, Directors,

and the governance processes that support the Board''s work was conducted. The evaluation parameters and the process have been explained in the Corporate Governance Report.

Policy on Directors'' Appointment and Remuneration

The Nomination and Remuneration Policy adopted by the Board on the recommendation of NRC enumerates the criteria for assessment and appointment/re-appointment of Directors, KMP and SMP on the basis of their qualifications, knowledge, skill, industrial orientation, independence, professional and functional expertise among other parameters.

With your Company continuing to comply with the Policy in true letter and spirit, the complete Policy is reproduced in

Full on our website at www.ecoreco.com and a snapshot of the Policy is elucidated in the Corporate Governance Report.

Observance of the Secretarial Standards

The Directors state that proper systems have been devised

to ensure compliance with the applicable laws. Pursuant to the provisions of section 118 of the Act, during FY 2023-24, the Company has adhered with the applicable provisions

of the Secretarial Standards ("SS-1 and SS-2") relating to ''Meetings of the Board of Directors'' and ''General Meetings'' issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

Independent Directors'' Statement

The Company has received declarations from all the Independent Directors confirming that they continue to meet the criteria of independence as prescribed under the Act and Listing Regulations and comply with the Code for Independent Directors as specified under Schedule IV of the Act.

The Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

In terms of Section 150 of the Act read with Rule 6(1) and

6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered

themselves with the databank maintained by the Indian Institute of Corporate Affairs.

Annual Return

In terms of provisions of section 92(3), 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the FY 2023-24 is placed on the website of the

Company and can be accessed at www.ecoreco.com.

AUDIT REPORT AND AUDITORS

Audit Reports:

The Statutory Auditors have issued unmodified opinion on

the financial statements of the Company for the year ended march 31, 2024.

• The Statutory Auditors'' Report for FY 2023-24 does

not contain any qualification, reservation or adverse remarks which calls for any explanation from the Board

of Directors. The Auditors'' report is enclosed with the

financial statements in the annual report.

• The Secretarial Auditors'' Report for FY 2023-24 does not

contain any qualification, reservation or adverse remark. The Report in Form MR-3 is enclosed as Annexure II to the Directors'' Report.

Auditors'' Certificates:

• As per the Listing Regulations, a certificate on corporate governance is enclosed as an Annexure to the Corporate Governance Report forming part of the Annual Report. The Certificate does not contain any other qualification, reservation, or adverse remark except as mentioned in the report.

• A certificate from Company Secretary in Practice certifying that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority forms part of the Corporate Governance Report.

Auditors:

Statutory Auditors

• M/s RMR & Co., Chartered Accountants (ICAI Registration No.: 106467W), Chartered Accountants, had been appointed as the Statutory Auditors of the Company in the 28th AGM to hold office for a period of five (5) years till the conclusion of 32nd AGM.

• The report of the Statutory Auditors along with notes to financial statements is enclosed to this Report. The Notes on financial statements referred to in the

Auditors'' Report are self-explanatory and do not call for any further comments.

• The Statutory Auditors were present at the last AGM of

the Company.

Secretarial Auditors

• M/s. KPUB & Co, Practicing Company Secretaries had been appointed by the Board to conduct the secretarial audit of the Company for FY 2023-24.

• The Company had received a certificate confirming their eligibility and consent to act as the Auditors.

• The Secretarial Audit Report for FY 2023-24 forms part of

this report and confirms that the Company has complied with the provisions of the Act, Rules, Regulations and

Guidelines and that there were no deviations or noncompliances.

• Pursuant to SEBI circular no. CIR/CFD/CMO1/27/2019 dated February 8, 2019, the Company has also undertaken an audit for all applicable compliances as per the Listing Regulations and circular guidelines issued thereunder. The Annual Secretarial Compliance Report for FY 2023-24 has also been submitted to the Stock Exchanges within the stipulated timeline.

• The Secretarial Auditors were also present at the last AGM of the Company.

Internal Auditors

• M/s J R Kanase & Associates had been appointed as the Internal Auditors of the Company for FY 2023-24 to conduct the internal Audit on the basis of detailed

Internal Audit Plan.

• The Company has an in-house team to manage the

Group''s internal audit activity and that functionally reports to the Audit Committee.

Reporting of Fraud by Auditors

During the reporting year, under Section 143(12) of Act, none of the Auditors of the Company have reported to the

Audit Committee of the Board any instances of fraud by the Company or material fraud on the Company by its officers or employees.

OTHER DISCLOSURES

Share Capital

Authorised Share Capital

As on March 31, 2024, the authorised share capital of the Company was Rs. 30,00,00,000/- comprising of 3,00,00,000

Equity Shares of Rs. 10/- each.

Paid-up Share Capital

As on March 31, 2024, the paid-up share capital of the Company was Rs. 19,29,67,500/- comprising of 1,92,96,750

Equity Shares of Rs. 10/- each.

There was no change in the capital structure of the Company during the period under review.

Transfer to Reserves

The Company proposes Nil transfer to General Reserves out

of its total profit of Rs. 19 Crore for the financial year.

Dividend

In order to preserve reserves your Company does not declare

any dividend for the said financial year.

Holding Company

Ecoreco Ventures Private Limited, continues to be the Holding Company pursuant to Section 2(87) of the Companies Act,

2013 and is, inter alia, engaged in the business of developing real estate and properties. The shareholding of Ecoreco Ventures Private Limited in Eco Recycling Ltd as on March

31, 2024 was 52.19% [i.e., 1,00,70,814 (One Crore Seventy Thousand Eight Hundred Fourteen only) Equity Shares of

Face Value of Rs. 10/- (Rupees Ten Only) each] of the Paid-up Equity Shares Capital of your Company and there was no change in this position during the Financial Year 2023-24.

Subsidiaries

As on March 31, 2024, the Company has 2 (Two) Subsidiaries viz;

• Ecoreco Enviro Education Private Limited

(a wholly owned subsidiary of the Company).

• Ecoreco Park Private Limited

(a subsidiary w.e.f. January 12, 2023).

During the year under review, ELV Recycling Private Limited ceased to be the Associate of the Company.

Related Party Transactions

Your Company has in place a policy on materiality of

related party transactions and on dealing with related party transactions (''RPT Policy'') in line with the provisions of the Act and Listing regulations. The Policy may be accessed at

www.ecoreco.com.

The Policy sets out the philosophy and processes to be followed for approval and review of transactions with

Related Party and intends to ensure that proper reporting, approval and disclosure processes are in place for all the

transactions with Related Parties.

All related party transactions entered during the year were in ordinary course of the business and at arm''s length basis and were in compliance with the provisions of the Act and

Listing Regulations.

The has not entered into Material Related Party Transactions as per the provisions of the Act and a confirmation to this effect is annexed in Form AOC-2 as Annexure II, which forms

part of this Annual Report.

Particulars of Loans, Guarantee or Investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for

which the loan or guarantee or security is proposed to be utilized by the recipient, are provided in the Standalone Financial Statement. (Please refer to Notes to the Standalone Financial Statements forming part of this Annual Report).

Public Deposit

The Company has not accepted any deposits falling under the ambit of section 73 of the Act and the Rules framed thereunder during the year review.

Material changes affecting the Financial Position of the Company

No material changes and commitments have occurred between the end of the financial year to which the financial statements relate and the date of this Report which may affect the financial position of the Company.

Change in nature of Business of Company

There is no change in the nature of business of the Company

during the year under review.

Failure to Implement any Corporate Action

There were no instances where the Company failed to implement any corporate action within the specified time limit.

GENERAL DISCLOSURES

(a) There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) There was no issue of shares to employees of the Company under any Scheme.

(c) There was no significant or material order passed by the Regulators or Courts or T ribunals which impact the going

concern status and the Company''s operation in future.

(d) There are no pending legal proceedings against the Company under Insolvency and Bankruptcy Code, 2016.

e) There were no instances of one-time settlement with any bank or financial institution during FY 2023-24.

(f) There was no revision of financial statements and Board''s Report of the Company during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in section 134 of the Act, the Directors

subscribe to the "Directors'' Responsibility Statement" and

to the best of their knowledge and ability, hereby confirm

that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(b) They 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 the Company at the end of the financial year, i.e., March 31, 2024 and of the profit and loss of the Company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) They have laid down in ternai financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) Proper systems have been devised to ensure compliance

with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGMENT AND APPRECIATION

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and

continuous improvement in all functions and areas of its operations as well as the efficient utilization of your Company''s resources for sustainable and profitable growth.

Your Directors hereby wish to place on record their

appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. Your Directors look forward to the long-term

future with confidence.

For and on behalf of the Board of Directors of Eco Recycling Limited

B K Soni

Chairman & Managing Director DIN: 01274250 Mumbai, August 12, 2024

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Mar 31, 2023

The Directors are pleased to present the Twenty Nine Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended 31^st March, 2023.

1. THE STATE OF THE COMPANY''S AFFAIRS

In the previous year 2022-23, the company achieved a growth of 17% in its operational revenue along with a massive increase of 278% in its Net Profit from Operational activity primarily because the company preferred high value containing E-waste at most negotiated rates, controlled logistics and operational expenses and focusing on Fee based Business from the local and global markets. We are confident that the global companies who prefers environment compliance while disposing their E-waste certainly looks at Ecoreco with confidence & trust to meet their standards and compliances. It may not be out of place to clarify that the operational profit from core activities (excluding income from treasury portfolio) has increased by 28%.

The Central Government framed the strictest E-waste Management Rules, 2022 which has come into force with effect from 01st April, 2023. The most important provision is that the Producers of Electrical & Electronic Equipment have to collect back as high as 70% of the equipment placed in the market in the previous years and get them recycled with the Registered Recycler. The number of items which were covered in the previous E-waste Management Rules

were just 21 which has now been increased to 106, more than 5-fold jump which signifies a massive growth in the E-waste Management Industry. In financial terms, the value of commodities recovered out of 4 million metric tonnes of e-waste will be of the magnitude of $5 Billion and 70% of the same is another humungous number of 3.5 billion USS equivalent to Rs. 30,000/- Crores per annum, having CAGR 25%.

We are very proud to share that its present infrastructure including 2 new premises which have been recently acquired in the year 2022-23 admeasuring 28000 square feet at an investment of Rs. 21.40 Crores out of the internal accruals and liquidation of treasury portfolio. We are not stopped here and will further invest in the higher end technology for which enough resources are sitting in the Balance Sheet of the company to meet the financial requirement for such capacity and capability building.

1.1 KEY FINANCIAL HIGHLIGHTS ('' in Lacs)

Particulars	Standalone		Consolidated
	31st March, 2023	31st March, 2022	31st March, 2023	31st March, 2022
Total Income	2143	2694	2153	2716
Expenditure	1489	1293	1492	1294
Profit/(Loss) before Depreciation and Tax	747	1448	754	1469
Depreciation	93	47	94	47
Profit/(Loss) before Tax	654	1401	660	1422
Tax Expense	37	151	42	151
Profit / (Loss) after Tax	617	1249	619	1269

1.2 Change in nature of Business

The Company is engaged in the business of e-waste management & recycling. There was no change in nature of business activity during the year.

1.3 Change in Share Capital

During the Financial Year 2022-23 there was no change in capital structure of the company. The paid up equity capital as on March 31, 2023 is Rs. 19,29,67,500 (Nineteen Crore Twenty Nine Lakh Sixty Seven Thousand Five Hundred). During the year under review, the company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares.

1.4 Revision of Annual Financial Statement

There was no case of revision in financial statement during the year.

2. DIVIDEND

Your Directors have not recommended any dividend for the financial year ended

March 31, 2023 under review to conserve resources for working capital, working capital expenditure projects, acquisitions etc.

3. TRANSFERS TO RESERVES

The closing balance of the retained earnings of the Company for the financial year 2022-23, after all appropriations and adjustments was Rs. 12,27,70,596.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT

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

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since Recycling is the core activity of your Company, Section 134(3) of the Companies Act, 2013 read with the rules made thereunder, the clause relating to Conservation of Energy and Technology absorption is not applicable to your Company.

6. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo in terms of actual outflows during the year is as follows:

Particulars	2022-23	2021-22
Earnings in	239.93	133.69
Foreign Currency
Expenses in	256.16	17.47
Foreign Currency

7. EXTRACTS OF ANNUAL RETURN

The Annual Return in Form No MGT 7 for financial year 2022-2023 is uploaded and available on the website of the Company and same can be downloaded by clicking on the following link: https://ecoreco. com/investor-overview.aspx

8. DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Therefor deposits provisions are not applicable to your company.

9. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adopted the policies and procedures for ensuring

the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has in place adequate internal financial controls with reference to financial statements. The Company''s internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control system including internal financial controls.

10. BOARD MEETINGS

The Board of Directors (herein after called as "the Board") met for 5 (Five) times during the Year under review:

Sr. No.	Date of Meetings	Venue and time of the meeting	Directors present	Directors to whom Leave of absence was granted
1	21-05-2022	422, 4th Floor, The Summit Business Bay, Opp. Cine Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai - 4000 93 Time: 11:00 A.M.	i) Brijkishor Soni ii) Shashank Soni iii) Srikrishna B. iv) Giriraj Bhattar	i) Aruna Soni ii) Dattatraya D.
2	30-05-2022	422, 4th Floor, The Summit Business Bay, Opp. Cine Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai - 4000 93 Time: 11:00 A.M.	i) Brijkishor Soni ii) Aruna Soni iii) Shashank Soni iv) Srikrishna B. v) Dattatraya D. vi) Giriraj Bhattar	No leave of absence granted
3	27-07-2022	422, 4th Floor, The Summit Business Bay, Opp. Cine Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai - 4000 93 Time: 10:30 A.M.	i) Brijkishor Soni ii) Aruna Soni iii) Shashank Soni iv) Srikrishna B. v) Dattatraya D. vi) Giriraj Bhattar	No leave of absence granted
4	20-10-2022	422, 4th Floor, The Summit Business Bay, Opp. Cine Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai - 4000 93 Time: 10:00 A.M.	i) Brijkishor Soni ii) Aruna Soni iii) Shashank Soni iv) Srikrishna B. v) Dattatraya D. vi) Giriraj Bhattar	No leave of absence granted
5	12-01-2023	422, 4th Floor, The Summit Business Bay, Opp. Cine Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai - 4000 93 Time: 10:00 A.M.	i) Brijkishor Soni ii) Aruna Soni iii) Shashank Soni iv) Srikrishna B. v) Dattatraya D. vi) Giriraj Bhattar	i) Aruna Soni

11. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on the date of this Report, your Company has 6 (Six) Directors consisting of 3 (Three) Independent Directors, 3 (Three) Executive Directors including a Woman Director.

In accordance with the requirements of the Companies Act 2013 and the Company''s Articles of Association, Mrs. Aruna Soni (DIN: 01502649) retires by rotation and is eligible for re-appointment. Members'' approval is being sought at the ensuing AGM for her re-appointment.

Further, the Board of Director of the Company in the Board Meeting held on 21 st May 2022 board has appointed Mr. Kaushal Shukla, as Whole-Time Company Secretary and Compliance Officer of the Company w.e.f. 21st May 2022.

Pursuant to the provisions of Section 149 (7) of the Companies Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act along with Rules framed thereunder and Regulation 16(1 )(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as independent directors of the Company.

According to the Amendment Regulation 17(6) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), if the aggregate annual remuneration payable to more than one Executive Director who is a Promoter or is a

Member of the Promoter Group, exceeds 5% of the net profits of the Company calculated as per Section 198 of the Act then approval of the Members by way of a Special Resolution is required. Such approval of the Members under this provision shall be valid only till the expiry of the term of such Director. The approval of the Members by way of a Special Resolution is required since the Company has more than one Promoter Executive Director, i.e. Mr. Brijkishor Soni (DIN: 01274250) and Mrs. Aruna Soni (DIN: 01502649), and remuneration paid to them is in excess of 11% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013. Further, at the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his role, function, duties and responsibilities. The format of the letter of appointment is available on our website at http://ecoreco.com/ investor-overview.aspx

Brief resume and other details of the Director proposed to be re-appointed at the aGm, as stipulated under the Listing Regulations and Secretarial Standard-2, has been furnished separately in the Notice convening the AGM read with the Annexure thereto forming part of this Report.

Details of the number of meetings of the Board of Directors and Committees and attendance at the meetings have been furnished in the Report on Corporate Governance. Following persons are designated as Key Managerial Personnel (KMP):

• Mr. Brijkishor Soni (DIN: 01274250), Chairman and Managing Director

• Mr. Shashank Soni (DIN:

06572759), Chief Financial Officer

• Ms. Aruna Soni (DIN: 01502649), Director

• Mr. Kaushal Shukla, Company Secretary and Compliance Officer (w.e.f May 21, 2022)

12. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013

All Independent Directors of your Company have given a declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are not disqualified to become Directors under the Act. Independent Directors either passed the Independent Director Online Proficiency Test or enrolled for the same under prescribed provisions of Companies Act, 2013.

Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013 and the Rules made thereunder.

13. Board Familiarization Program

At the time of appointment of a new Director, through the induction process, he/she is familiarized with the Company, the Director''s roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Detailed presentations are made before the

Board Members at the Board and its Committee Meetings covering various areas including business, strategy, financial performance and forecast, compliances/regulatory updates, audit reports, risk assessment and mitigation, industry, roles, rights, responsibilities of Independent Directors, etc.

Familiarization Program for Independent Directors:

The Familiarization Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. All Independent Directors attended the orientation and familiarization programs held during the financial year 2022-23.

The details of training and familiarization programs are available on our website at: https://ecoreco. com/investor-overview.aspx

14. CODE OF CONDUCT

The Company has laid down a policy for code of conduct for all Board members and senior management and Independent Directors of the Company. All the Board members including independent directors and senior management personnel have duly affirmed compliance with the code of conduct.

15. NOMINATION & REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the requirement of Section 178 of the Companies Act, 2013 and Regulation 19 and 20 of SEBI (LODR) Regulations, 2015 the Company has constituted Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Composition of the above Committees, their terms of

reference detailed in the Corporate Governance report.

16. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Shrikrishna Bhamidipati as Chairman, Mr. Dattatraya Devale and Mr. Giriraj Shankarlal Bhattar as members. The Internal Auditors of the Company report directly to the Audit Committee. All the recommendations made by the Audit Committee were accepted by the Board. The details of meetings of Audit Committee held during the year, its composition, terms of reference are given in the Report on Corporate Governance.

17. REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee has approved and adopted a Remuneration Policy for selection and appointment of Directors, Senior Management personnel and their remuneration.

18. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a ''Whistle Blower Policy''/''Vigil Mechanism'' in place. The objective of the Vigil Mechanism is to provide the employees, directors, customers, contractors and other stakeholders of/in the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the Company''s commitment to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its stakeholders and constituents and its commitment to open communication channels.

The Company is also committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization, for whistle blowing in good faith. The Board of Directors affirms and confirms that no personnel have been denied access to the Audit Committee. The Policy contains the provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy has been disclosed on the Company''s website www. ecoreco.com and circulated to all the Directors and employees.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated under section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 your Directors hereby state and confirm that:

(a) in the preparation of the annual accounts for the financial year ended on March 31st, 2023, the applicable accounting standards have been followed and that there are no material departures from the same;

b) they 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 the Company at the end of the financial year ended on March 31st, 2023 and of the profit of the Company for that period;

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

d) they have prepared the annual

accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively during the financial year ended March 31,2023; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively during the financial year ended March 31,2023.

20. COMMISSION RECEIVED BY DIRECTORS FROM HOLDING/ SUBSIDIARY COMPANY

None of director is in receipt of any commission from the company and commission from any holding company or subsidiary company of company. Hence provisions of section 197 (14) of Companies Act, 2013 are not applicable to the Company.

21. RISK MANAGEMENT

The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining a Company''s capacity to create sustainable value is the risks that the Company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a Company''s operating environment and they emerge on a regular basis. The Company''s Risk Management process focuses on ensuring that these risks are identified on a timely basis and addressed.

The Audit Committee oversees enterprise risk management framework to ensure execution of decided strategies with

focus on action and monitoring risks arising out of unintended consequences of decisions or actions and related to performance, operations, compliance, incidents, processes, systems and transactions are managed appropriately. The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

22. AUDITORS:

22.1 STATUTORY AUDITOR

On the recommendation of the Audit Committee and the Board, the appointment of M/S. R M R & Co. Chartered Accountants as the Statutory Auditors of the Company with effect from August 6, 2021 in the causal vacancy caused consequent to the resignation of M/S. Talati and Talati LLP, Chartered Accountants be and hereby is approved and they shall hold the said office till conclusion of this 27th Annual General Meeting. Members in their 27th Annual General Meeting has appointed M/s. RMR & CO., Chartered Accountants, (Firm Registration No.106467W) as the Statutory Auditors of the Company from the conclusion of the 27th AGM of the Company till the conclusion of the 28th AGM to be held for the financial year 2021-22. In the 28th Annual General Meeting held on 26th August 2022, resolution for re-appointing M/s. RMR & CO., Chartered Accountants, (Firm Registration No.106467W) was not taken up for voting by the members and therefore pursuant to Section 139(10) and other applicable provisions, read with Companies (Audit & Auditors) Rules, 2014 as amended from time to time Board of Directors appointed M/s. RMR & CO., Chartered Accountants, (Firm Registration No.106467W) as Statutory Auditor through circular resolution on 26th August 2022 for period from the conclusion of the 28th AGM of the Company till the conclusion of Annual General Meeting to be held in the Financial Year 2026.

Explanation to Auditor''s Remark

The Board has duly reviewed the statutory Auditors Report on the Accounts. The notes forming part of the accounts referred to in the Auditors Report of the Company are self-explanatory and do not call for any further explanation.

22.2 SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board in its meeting held on 30.05.2023 had appointed M/s. KPUB & Co., Practicing Company Secretary (Firm Registration No. P201 5MH069000), to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure VI to this Report.

The Secretarial Audit Report contains the following noncompliances:

1 In terms of Regulation 6(1) of the SEBI (LODR) Regulation 2015, the

Company has appointed Mr. Kaushal Shukla as Company Secretary and Compliance Officer of the Company w.e.f. 21st May 2022.

Board''s comment: The Company made efforts to appoint suitable candidate and filled up intermittent vacancy for appointment of Whole Time Company Secretary and Compliance officer appointment within 180 days

2 The company filed a Compliance report on Corporate Governance under regulation 27(2) and shareholding pattern under regulation 31 of SBEI (LODR) Regulations, 2015 with delay of five days and BSE Limited has imposed fine of Rs.11,800/-(including GST) for delay in each compliance.

Board''s comment: This was on account of inadvertence and the Board will ensure compliance in future.

3 The company has submitted a financial statement for the year ended 31st March 2022 along with Limited Review Report in place of submission of Audit Report on Standalone and Consolidated Financial Statement. Therefore, BSE has informed the company about discrepancies in filing annual financial statements and imposed a fine of Rs.88,500/- As informed by the company a waiver application has been submitted before BSE

Limited for a fine imposed.

Board''s Comment: This was on account of inadvertence and the Board will ensure compliance in future.

4 Due to Clerical error made in filling the data for Composition of Audit Committee in Compliance report on Corporate Governance for the quarter and year ended 31st March 2022, BSE Limited sent Notice for NonCompliance with Regulation 18(1) and imposed a fine of Rs. 2,21,400/- and Company has filed rectified compliance report on corporate governance for period ended 31st March 2022 and composition of Audit Committee was in terms of Regulation 18(1) of the SEBI (LODR) Regulations, 2015.

Board''s Comment: This was on account of inadvertence and the Board will ensure compliance in future.

5 The Company has reappointed Mr. Shashank Soni (DIN: 06572759) and Mrs. Aruna Soni (DIN: 01502649) in retire by rotation on 27th September 2021 and 24th August 2020 respectively in the Annual General meetings and since their appointment they were designated as executive directors but terms of both the directors were not defined as required under section 196(2).

Board''s Comment: The

Company has re-appointed Mr. Shashank Soni (DIN: 06572759) and Mrs. Aruna Soni (DIN: 01502649) in retire by rotation on 27th September 2021 and 24th August 2020 respectively in the Annual General meetings. However, remuneration paid to both the directors were approved by the shareholders in Annual General Meeting.

22.3 COST RECORD AND COST AUDIT

Your company does not fall within the provisions of Section 148 of Company''s Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained.

22.4 INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act read with Rule 13 of Companies (Accounts) Rules, 2014 and on the basis of the recommendation of Audit Committee, the Board of Directors in their meeting held on May 30, 2022 had appointed M/s. J. R. Kanase & Associates, Chartered Accountants, (Firm Registration Number: 130258W) as the Internal Auditors of the Company for the financial year 2022-2023.

22.5 REPORTING OF FRAUD

The Auditors of the company have not reported any fraud committed by the company as specified under section 143 (12) of the Companies Act, 2013. Further, no case of fraud on the company has been reported to the management from any other sources.

23. REPORT ON PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year the Company has made investment in Ecoreco Park Private Limited for 18,00,000/-Equity Shares having a face value of Rs. 10/- each which constitute 78.26 % of Total Shareholding of the aforesaid Company. Pursuant to section 2(87) (ii) of Companies Act, 2013 Ecoreco Park Private Limited is a Subsidiary Company. Further Company along with its Audited standalone financial statements have also produced Audited Consolidated Financial Results for the year 2022-23 in order to enable its Shareholders to have insight in the working of its Subsidiary Company.

During the year the Company has made investment in ELV Recycling Private Limited for 50,000/- Equity Shares having a face value of Rs. 10/- each which constitute 50 % of Total Shareholding of the aforesaid Company. Pursuant to Section 2 (6) 2(87) (ii) of Companies Act, 2013 ELV Recycling Private Limited is an Associate Company. Further Company along with its Audited standalone financial statements have also produced Audited Consolidated Financial Results for the year 2022-23 in order to enable its Shareholders to have insight in the working of its Subsidiary Company.

Your Company had made an investment in 8,49,999 equity shares having face value of Rs. 10/- each in Ecoreco Enviro Education Private Limited which constitute 99.99% of total shareholding of the aforesaid Company. Pursuant to Section 2(87) (ii) of Companies Act, 2013 Ecoreco Enviro Education Private Limited is a wholly owned subsidiary. Further Company along with its Audited standalone financial statements have also produced Audited Consolidated Financial Results for the year 2022-23 to enable its Shareholders to have insight in the working of its wholly owned subsidiary.

There has been no material change in the nature of the business of the subsidiary company. Pursuant to Rule 5(1) of the Companies (Accounts) Rules, 2014 the performance and financial position of the subsidiary company and associate company is included for the financial year ended March 31, 2023 as per Form AOC - 1 attached to the this report as Annexure II. Further, during the year of report, no Subsidiary/Joint Ventures/Associate were ceased to operate.

Sr.	Name of the	Subsidiary
No.	Company	/ Associate
1	Ecoreco Enviro Education Private Limited	Subsidiary
2	Ecoreco Park Private Limited	Subsidiary
3	ELV Recycling Private Limited	Associate

24. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

During the financial year under review, the Company has not entered into any contracts/arrangements/ transactions with related parties which could be considered material

in accordance with the Company''s Policy on materiality of related party transactions. All contracts/ arrangements/transactions entered into by the Company during the financial year 2022-2023 under review with related parties were in the ordinary course of business and on an arm''s length basis. There were no other materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel and Body Corporate(s) which had a potential conflict with the interest of the Company at large. Accordingly, the disclosure of these Related Party Transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable for the year under review. The details of the transactions with related parties are provided in the accompanying Financial Statements.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at https://ecoreco.com/investor-overview.aspx

5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loan or given guarantee or provided securities as covered under section 186 of the Companies Act, 2013. Further, the Company has not made any fresh investment falling within the meaning of Section 186 of the Companies Act, 2013.

6. CORPORATE SOCIAL RESPONSBILITY

Your company meets the requirements of Section 135 of the Companies Act,

2013 read with CSR Policy Amendment Rules 2021 for establishing Corporate Social Responsibility (CSR) Committee. The Board in its meeting held on May 30, 2022 duly approved and constituted CSR Committee with following members:

Sr. No.	Name of Member (s)	DIN	Designation
01.	Mr. Dattatraya Devale	07186290	Chairman
02.	Mr. Brijkishor Soni	01274250	Member
03.	Mr. Giriraj Bhattar	09067018	Member

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

28. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors is committed to continued improvement in its effectiveness. Accordingly, the Board participated in the annual formal evaluation of its performance. This was designed to ensure, amongst other things, that the Board, its Committees and each Director continue to contribute effectively and efficiently in a time bound manner.

As per Section 134(3) (p) of the Companies Act, 2013 a statement indicating the manner in which formal annual evaluation was made by the Board of their performance and that of its Committees and individual Directors, has to be furnished to the Members as part of the Board''s Report.

Further, the Independent Directors as part of their mandate under Schedule IV of the Companies Act, 2013 need to make an evaluation of performance of the constituents of the Board apart from their self- evaluation. Under this process, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation; the questionnaire for evaluation are to be filled in, consolidated and discussed with the Chairman. The Board of Directors undertook evaluation of Independent Directors at their meeting held on and placed on its record that the Independent Directors have the requisite qualification, expertise and track record for performing their duties as envisaged under the Law, and they add value in the decision making process of the Board.

The criteria for evaluation of performance of Directors, the Board as a whole and the Board''s Committee, are summarized in the table given below:

Evaluation of	Evaluation by	Criteria
Non-Independent Director (Executive)	Independent Directors	Transparency, Leadership (business and people), Governance and Communication
Non-Independent Director (Non-Executive)	Independent Directors	Preparedness, Participation, Value addition, Governance and Communication
Independent Director	All other Board Members	Preparedness, Participation, Value addition, Governance and Communication
Chairman	Independent Directors	Dynamics, Leadership (business and people), Governance and Communication
Committees	Board Members	Composition, Process and Dynamics
Board as a whole	Independent Directors	Composition, Process and Dynamics

29. EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with deferential voting rights during the financial year 2022-23.

30. 30. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

a None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5) (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

b. Details of remuneration of each Director to the median remuneration of the employees pursuant to Section 197 read with Rule 5 of the Companies Act, 2013 are attached to this report as Annexure III.

31. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued shares under employee''s stock options scheme pursuant to provisions of Section 62 read with Rule 12(9) of Companies (Share Capital and Debenture) Rules, 2014.

32. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company has not issued sweat equity shares pursuant to provisions of Section 54 of the Companies Act, 2013 read with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 and Section 62 of the Companies Act, 2013 during the Financial Year 2022-2023.

33. DISCLOSURE REGARDING UNCLAIMED DIVIDEND AND IEPF

Details of unclaimed dividends and equity shares transferred to the Investor Education and Protection Fund authority have been provided

as part of the Corporate Governance report.

34. DISCLOSURE REGARDING PROCEEDINGS OF IBC

There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

35. CORPORATE GOVERNANCE REPORT

Your Company and its Board has been complying with Corporate Governance practices as set out in a separate report in pursuance of requirement of para C of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure V. Practising Company Secretary M/s. KPUB & Associates confirming compliance of the Corporate Governance as stipulated under the said Regulations is also attached to this Report.

36. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the financial year 20222023 under review as stipulated under regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is set out in a separate Section forming part of this Report.

37. LISTING AT STOCK EXCHANGE

The Equity shares of the Company are listed with BSE Ltd, Mumbai and the listing fee for the year 2022-23 has been duly paid.

38. INSURANCE

The Company''s assets are adequately insured against the loss of fire and other risk, as considered necessary by

the Management from time to time.

39. BUSINESS RESPONSIBILITY AND SUSTAINBILITY REPORT

The Business Responsibility and Sustainability Reporting as required by Regulation 34 (2) (f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2023.

40. DEPOSITORY SYSTEM

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantages offered by the Depository System, members are requested to avail the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid.

41. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

42. INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere, hard work, loyal, dedicated efforts and contribution of all the employees in the growth and performance of the Company during the financial year 2022-2023.

43. SEXUAL HARASSMENT

Your Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. During the year ended March 31st, 2023, no complaints have been received pertaining to sexual harassment.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. It may be noted that during the year 2022-23 no grievance / complaint from any women employee was reported.

45. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During and pertaining to the Financial Year 2022-23, the company has not transferred any amount as unclaimed dividend and equity shares to the Investor Education and Protection Fund.

46. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has in place adequate internal financial controls with reference to financial statements. The Company''s internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control system including internal financial controls.

47. SECRETARIAL STANDARDS

The Company has complied with all the applicable secretarial standards issued by The Institute of Company Secretaries of India and notified by the Central Government from time to time.

48. ACKNOWLEDGEMENTS

Your Directors place on record their special gratitude to all the Government and Government departments and Company''s Bankers and all other stakeholders for extending their assistance and co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Customer, Vendors, Employees and all other stakeholders in ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors Eco Recycling Limited

B. K. Soni

July 20th, 2023 Chairman & Managing Director

Mumbai DIN: 01274250

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Mar 31, 2018

The Members of

ECO RECYCLING LIMITED

The Directors are pleased to present the Twenty Fourth Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended 31^st March, 2018.

1. THE STATE OF THE COMPANY’S AFFAIRS

We are proud to share that, your company who pioneered formal recycling of electrical & electronic waste (E-waste) in the year 2005 in India is now completing 14th year of its services to the nation and environment. The growth of e-waste generation will certainly improve business of the formal recyclers and your company is poised to take advantage of this unfolding opportunity.

Your company is gearing up to shoulder greater responsibility and is working on larger business plans to implement to avail the growing opportunity in the e-waste recycling segment.

1.1 KEY FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Particulars	2017-18	2016-17
Income	1417.00	1990.00
Expenditure	1360.00	1965.00
Profit/ (Loss) before Depreciation and Tax	94.00	58.00
Exceptional Item	901.00	135.00
Depreciation	37.00	33.00
Profit /(Loss) before Tax	(844.00)	(110.00)
Deferred Tax/Current Tax	-	5.00
Profit/ (Loss) after Tax	(844.00)	(105.00)

During the year under review, the Company has reported a total income of Rs.1417 lakhs out of which non-operating income amounts to Rs.265.66 lakhs. Income from operations is Rs.1151.00 lakhs which has decreased by Rs.793.69 lakhs i.e. by 40.80% as compared to the previous year.

1.2 Change in nature of Business

During the year there was no change in business activity of the company.

1.3 Changes in Share Capital

During the Financial Year 201718 there was no change in capital structure of the company. The paid up equity capital as on March 31, 2018 is Rs.17.54 Lacs. During the year under review, the company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares.

1.4 Revision of Annual Financial Statement

There was no case of revision in financial statement during the year.

2. DIVIDEND

Your Directors have not recommended any dividend for the financial year ended March 31, 2018.

3. TRANSFERS TO RESERVES

During the year the Company has not transferred any amount to the reserves.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN

THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:

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

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since Recycling is the core activity of your Company, Section 134(3) of the Companies Act, 2013 read with the rules made thereunder, the clause relating to Conservation of Energy and Technology absorption is not applicable to your Company.

6. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo in terms of actual outflows during the year is as follows:

7. EXTRACTS OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2018 forms part of this report as Annexure I.

8. DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V -Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

9. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate internal financial controls beside timely statutory audit, limited reviews and internal audits taking place periodically.

The Board in its meeting held on 30.05.2018 has appointed Abhishek Ruia & Company, Chartered Accountants, having Membership No. 135938 as Internal Auditor of the Company for the financial year 2018-19.

10. BOARD MEETINGS

The Board of Directors (herein after called as “the Board”) met for 8 (Eight) times during the Year under review:

Sr. No.	Date of Meetings	Venue and time of the meeting	Directors present	Directors to whom Leave of absence was granted
1	09.05.2017	422, 4th Floor, The Summit Business Bay, Opp. Cine Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai -400093 Time: 4:00 P.M.	i) B K Soni ii) Aruna Soni iii) Srikrishna B. iv) Shashank Soni	i) Vijay Acharaya ii) Dattatraya Devale
2	30.05.2017	422, 4th Floor, The Summit Business Bay, Opp. Cine Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai -400093 Time: 4:00 P.M.	i) B K Soni ii) Aruna Soni iii) Srikrishna B. iv) Shashank Soni	i) Vijay Acharaya ii) Dattatraya Devale
3	03.07.2017	422, 4th Floor, The Summit Business Bay, Opp. Cine Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai -400093 Time: 4:00 P.M.	i) B K Soni ii) Aruna Soni iii) Srikrishna B. iv) Shashank Soni	i) Vijay Acharaya ii) Dattatraya Devale
4	14.09.2017	422, 4th Floor, The Summit Business Bay, Opp. Cine Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai -400093 Time: 4:00 P.M.	i) B K Soni ii) Aruna Soni iii) Dattatarya Devale	i) Vijay Acharaya ii) Shashank Soni iii) Srikrishna B.
5	17.11.2017	422, 4th Floor, The Summit Business Bay, Opp. Cine Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai -400093 Time: 4:00 P.M.	i) B K Soni ii) Aruna Soni iii) Vijay Acharaya	i) Dattatarya Devale ii) Srikrishna B. iii) Shashank Soni

6	14.12.2017	422, 4th Floor, The Summit Business Bay, Opp. Cine Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai -400093 Time: 4:00 P.M.	i) B K Soni ii) Aruna Soni iii) Srikrishna B.	i) Dattatarya Devale ii) Vijay Acharaya iii) Shashank Soni
7	20.01.2018	422, 4th Floor, The Summit Business Bay, Opp. Cine Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai -400093 Time: 4:00 P.M.	i) Shashank Soni ii) Srikrishna B. iii) Aruna Soni	i) B K Soni ii) Dattatraya Devale iii) Vijay Acharya
8	28.03.2018	422, 4th Floor, The Summit Business Bay, Opp. Cine Max Theater, Andheri - Kurla Road, Andheri (East), Mumbai -400093 Time: 4:00 P.M.	i)B K Soni ii)Srikrishna B. iii)Shashank Soni iv)Aruna Soni v)Dattatraya Devale	i) Vijay Acharaya

11. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. B. K. Soni, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment.

During the year under review Miss. Priyanka Bang, Company Secretary has been resigned from the office w.e.f. 17.02.2018 and Ms. Pooja Sharma has been appointed as Company Secretary as on 28.03.2018 to be consider as KMP under Section 203 of the Companies Act, 2013. Disqualifications of Directors During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the director is disqualified for holding office as director as on 31^st March, 2018.

12. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:

All Independent Directors of your Company have given a declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013 and the Rules made thereunder.

13. FAMILIARIZATION PROGRAMME:

The objective of a familiarization programme is to ensure that the nonexecutive directors are updated on the business environment and overall operations of the Company. This enables the non-executive directors to make better informed decisions in the interest of the Company and its stakeholders.

In compliance with the requirements of SEBI Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc.

With a view to familiarize the independent directors with the Company’s operations, as required under regulation 25(7) of the SEBI Listing Regulations, 2015, the familiarization programme has been posted on the website of the Company under the web link: http:// ecoreco.com/Uploads/Downloads/ Familarization_Programme.pdf

14. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management and Independent Directors of the Company. All the Board members including independent directors and senior management personnel have affirmed compliance with the code of conduct.

15. NOMINATION & REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the requirement of Section 178 of the Companies Act, 2013 and Regulation 19 and 20 of SEBI (LODR) Regulations, 2015 the Company has constituted Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Composition of the above Committees, their terms of reference detailed in the Corporate Governance report.

16. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Shrikrishna Bhamidipati as Chairman, Mr. Dattatraya Devale and Mrs. Aruna Soni as members. All the recommendations made by the Audit Committee were accepted by the Board. The details of meetings of Audit Committee held during the year, its composition, terms of reference are given in the Report on Corporate Governance.

17. REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee has approved and adopted a Remuneration Policy for selection and appointment of Directors, Senior Management personnel and their remuneration. The Remuneration Policy of the Company forms part of this report as Annexure II.

18. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has established a Vigil Mechanism/ Whistle Blower Policy to enable Directors and employees of the Company to report unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct. The Policy provides adequate safeguards against victimization of Directors/ employees and direct access to the Chairman of the Audit Committee in exceptional cases. The Whistle Blower Policy has been disclosed on the Company’s at www.ecoreco.com and circulated to all the Directors and employees.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to sub-clause (c) of subsection (3) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating Management, your Directors make the following statement and confirm that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) t he directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

20. COMMISSION RECEIVED BY DIRECTORS FROM HOLDING/ SUBSIDIARY COMPANY

None of director is in receipt of any commission from the company and commission from any holding company or subsidiary company of company. Hence provisions of section 197 (14) of Companies Act, 2013 are not applicable to the Company.

21. RISK MANAGEMENT

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Board of Director of your Company have identified industry specific risk and other external, internal, political and technological risk which in opinion of the board are threaten to the Company and Board has taken adequate measures and actions which are required to take for diminishing the adverse effect of the risk.

22. AUDITORS:

22.1 STATUTORY AUDITOR

The Shareholders of the Company at the 23^rd Annual General Meeting (AGM) held on August 4th, 2018, had appointed M/s. Talati & Talati, Chartered Accountants, Statutory Auditor of the Company (Firm Registration No.110758W) as the Statutory Auditors of the Company for one term of five consecutive years i.e. up to the conclusion of the 28th Annual General Meeting, subject to ratification of their appointment by the members at every AGM of the Company.

However, the requirement of ratifying the appointment of Auditors at every Annual General Meeting is done away with vide notification dated May 7, 201 8 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors. The Company has received a confirmation from the Auditors that they are not disqualified from continuing as Auditors of the Company.

Explanation to Auditor’s Remark

The Board has duly reviewed the statutory Auditors Report on the Accounts. The notes forming part of the accounts referred to in the Auditors Report of the Company are self-explanatory and do not call for any further explanation.

22.2SECRETARIAL AUDITOR

The Board has appointed M/s. Pramod S. Shah and Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board in its meeting held on 14.08.2018 has appointed M/s. Pramod S. Shah and Associates, Practicing Company Secretary as Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2018-19.

22.3COST RECORD AND COST AUDIT

Your company does not fall within the provisions of Section 148 of Company’s Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained.

23. REPORT ON PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

There has been no material change in the nature of the business of the subsidiary company. Pursuant to Rule 5(1) of the Companies (Accounts) Rules, 2014 the performance and financial position of the subsidiary company and associate company is included for the financial year ended March 31^st, 2018 as per Form AOC - 1 attached to the this report as Annexure III.

24. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

The company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 read with rules and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure IV.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at http://ecoreco. com/Uploads/Downloads/Materiality-Policies.pdf

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

26. CORPORATE SOCIAL RESPONSBILITY

Your company does not meet the requirements of Section 135 of Companies Act, 2013 for establishing Corporate Social responsibility (CSR) committee; therefore no such committee was established by the Board.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

28. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of section 134(3)(p) of Companies Act 2013 and Regulation 25(4)(a) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual performance evaluation of its own performance, the Directors individually including Independent Directors. The manner in which the evaluation has been carried out is explained in the Corporate Governance report.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.

29. EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with deferential voting rights.

30. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

a. None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5)(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

b. Details of remuneration of each Director to the median remuneration of the employees pursuant to Section 197 read with Rule 5 of the Companies Act, 2013 are attached to this report as Annexure II.

31. VOTING RIGHTS OF EMPLOYEES

During the year under review the company has not given loan to any employee for purchase of its own shares as per section 67 (3) (c) of Companies Act, 2013.

32. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued shares under employee’s stock options scheme pursuant to provisions of Section 62 read with Rule 12(9) of Companies (Share Capital and Debenture) Rules, 2014.

33. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 during the Financial Year.

34. CORPORATE GOVERNANCE REPORT

Your Company and its Board has been complying with Corporate Governance practices as set out in a separate report in pursuance of requirement of para C of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure VI. Auditor’s certificate confirming compliance of the Corporate Governance as stipulated under the said Regulations is also attached to this Report.

35. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis statement in pursuance of requirement of para B of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are attached to this report.

36. LISTING AT STOCK EXCHANGE

The Equity shares of the Company are listed with BSE Ltd, Mumbai and the listing fee for the year 2018-19 has been duly paid.

37. INSURANCE

The Company’s assets are adequately insured against the loss of fire and other risk, as consider necessary by the Management from time to time.

38. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Reporting as required by Regulation 34(2)(f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31^st, 2018.

39. DEPOSITORY SYSTEM

Your Company’s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantages offered by the Depository System, members are requested to avail the facility of Dematerialization of the Company’s shares on either of the Depositories mentioned as aforesaid.

40. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

41. INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere, hard work, loyal, dedicated efforts and contribution of all the employees in the growth and performance of the Company during the year.

42. SEXUAL HARASSMENT

Your Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. During the year ended March 31^st, 2018, no complaints have been received pertaining to sexual harassment.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. It may be noted that during the year 201718 no grievance / complaint from any women employee was reported.

44. ACKNOWLEDGEMENTS

On the occasion of the beginning of Silver Jubilee Year, Your Directors place on record their special gratitude to all the Government and semi government departments and Company’s Bankers, for the assistance and co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Customer, Vendors, Employees and all other stakeholders in ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors

Eco Recycling Limited

B. K. Soni

Chairman & Managing Director

DIN:01274250

14^th August 2018

Mumbai

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Mar 31, 2017

The Directors are pleased to present the Twenty Third Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended 31^st March, 2017.

The State of the Company''s Affairs

''Make in India'' campaign, has formed an ideal base for India''s manufacturing segment, but for sustainable growth India needs to accommodate best prevailing practices followed by established manufacturing countries across world. Your company is gearing up to shoulder greater responsibility and is working on larger business plans to implement to avail the growing opportunity in the e-waste recycling segment.

1. KEY FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Particulars	2016-17	2015-16
Income	1990.00	3740.44
Expenditure	1931.60	3684.72
Profit/ (Loss) before Depreciation and Tax	58.40	55.72
Depreciation	33.34	29.96
Profit /(Loss) before Tax	(110.38)	25.76
Deferred Tax/Current Tax	(14.20)	9.76
Profit/ (Loss) after Tax	(96.18)	16.00

During the year under review, the Company has reported a total income of Rs.1990 lakhs out of which non operating income amounts to Rs.44.75 lakhs. Income from operations is Rs.1945.26 lakhs which has decreased by Rs.1726.10 lakhs i.e. by 47% as compared to the previous year.

2. DIVIDEND

Your Directors have not recommended any dividend for the financial year ended March 31, 2017.

3. TRANSFERS TO RESERVES

The Company has proposed to transfer Nil amount to the General Reserve out of amount available for appropriations.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:

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

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since Recycling is the core activity of your Company, Section 134(3) of the Companies Act, 2013 read with the rules made thereunder, the clause relating to Conservation of Energy and Technology absorption is not applicable to your Company.

6. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo in terms of actual outflows during the year is as follows:

(Rs. in Lacs)

Particulars	2016-17	2015-16
Earnings in	Nil	20.98
Foreign Currency
Expenses in	Nil	1.04
Foreign Currency

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report forms part of this Annual Report.

8. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Exchange during the year under review.

9. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/THE REPORT OF THE BOARD:

The Financial Statement of the Company/Board Report has not been revised during the Financial Year 2016-2017 as per Section 131 of the Companies Act, 2013.

10. ANNUAL RETURN

The extract of Annual Return pursuant to Section 92 of the Companies Act,2013 read with The Companies (Management and Administration) Rules, 2014 (subject to amendment and re-enactment from time to time) in the prescribed Form MGT-9 is hereby attached with this Report in Annexure I and is a part of this Report. The same is as on 31^st March, 2017.

11. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made thereunder.

12. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate internal financial controls beside timely statutory audit, limited reviews and internal audits taking place periodically.

13. BOARD MEETINGS

The Board of Directors (herein after called as "the Board") met for four times during the Year under review:

Sr. No.	Date of Meetings	Venue and time of the meeting	Directors present	Directors to whom Leave of absence was granted
1	30.05.2016	205, Centre Point, 2nd Floor, J. B. Nagar, Andheri-Kurla Road, Andheri (e), Mumbai - 400 059 Time: 2:00 P.M.	i) ArunaSoni ii) Shashank Soni iii) Srikrishna B. iv) Dattatarya Devale	i) Vijay Acharaya ii) B K Soni
2	13.08.2016	205, Centre Point, 2nd Floor, J. B. Nagar, Andheri-Kurla Road, Andheri (E), Mumbai - 400 059 Time: 2:00 P.M.	i) B K Soni ii) Aruna Soni iii) Shashank Soni iv) Srikrishna B.	i) Vijay Acharaya ii) Dattatarya Devale
3	14.11.2016	205, Centre Point, 2nd Floor, J. B. Nagar, Andheri-Kurla Road, Andheri (e), Mumbai - 400 059 Time: 4:00 P.M.	i) ArunaSoni ii) Shashank Soni iii) Aruna Soni iv) Srikrishna B. v) Dattatarya Devale	i) Vijay Acharaya ii) Dattatarya Devale
4	03.02.2017	422, The Summit Business Bay, Near Cinemax Theatre, Andheri Kurla Road, Andheri (E), Mumbai - 400 093 Time: 4:00 P.M.	i) B K Soni ii) Aruna Soni iii) Shashank Soni iv) Srikrishna B. v) Vijay Acharaya vi) Dattatarya Devale

14. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There are no changes in Directors during Financial Year 2016-2017.

Miss. Priyanka Bang has been appointed as Company Secretary, to be consider as KMP under Section 203 of the Companies Act, 2013.

15. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:

All the Independent Directors meet the criteria of ''independence'' prescribed under section 149(6) and have submitted declaration to the effect that they meet with the criteria of ''independence'' as required under section 149(7) of the Companies Act, 2013.

16. COMMITTEES OF BOARD:

The Board of Director has already constituted various committees in compliance with various provision of the Companies Act, 2013 and SEBI Listing Regulations viz . Audit Committee, Nomination and Remuneration Committee and Stakeholder Relation Committee.

All decision pertaining to the constitution of Committees, appointment of members and fixing of terms of reference/ role of committee are taken by Board of Directors.

Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings are provided in the Corporate Governance section of Annual Report

17. VIGIL MECHANISM:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Company''s code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns.

18. RISK MANAGEMENT:

The Board of Director of your Company have identified industry specific risk and other external, internal, political and technological risk which in opinion of the board are threaten to the Company and Board has taken adequate measures and actions which are required to take for diminishing the adverse effect of the risk.

19. QUALIFICATIONS GIVEN BY THE AUDITORS:

A. QUALIFICATION GIVEN BY THE STATUTORY AUDITORS

1. Regarding method of accounting of miscellaneous expenditure which are in our opinion is not in accordance with the Accounting Standard 26 " Intangible Assets" aggregating to Rs.8,60,076/-. Explanations or Comments By The Board On Every Qualification, Reservation Or Adverse Remark Or Disclaimer Made By Auditor

1. The Company responds that it is a call taken by the Management to amortize the said Miscellaneous Expenditure and in the next Financial Year the balance amount will be written off. Also the Management is of the Opinion that it will not create any discrepancy as the treatment taken is as per the provisions of The Income Tax Act, 1961.

B. QUALIFICATION GIVEN BY THE SECRETARIAL AUDITOR

This Report Dose Not Require Explanation, The same is self explanatory.

20. REPORT ON PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Name of the Company	Subsidiary / Associate
Ecoreco Enviro Education Private Limited	Subsidiary

There has been no material change in the nature of the business of the subsidiary company. Pursuant to Rule 5(1) of the Companies (Accounts) Rules, 2014 the performance and financial position of the subsidiary company is included for the financial year ended March 31, 2017 as per Form AOC - 1 attached to the this report as Annexure III.

21. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

The company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 read with rules and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure - IV.

22. PARTI C U LARS O F LOAN S , GUARANTEES OR INVESTMENTS: Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

23. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board.

The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience &competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.

24. AUDITORS:

M/s. GMJ & Co, Chartered Accountants, existing auditors of the Company had tendered their resignation from the position of Statutory Auditor due to unavoidable circumstances, resulting into a casual vacancy in the office of Statutory Auditor of the Company as envisaged by section 139(8) of the Companies Act, 2013 ("Act"). Accordingly the Board has appointed M/s. Talati And Talati, Chartered Accountants, Mumbai, be appointed as the Statutory Auditor of the Company to fill the casual vacancy caused by the resignation of M/s. GMJ & Co, Chartered Accountants.

25. SECRETARIAL AUDITOR:

The Company has appointed M/s. Pramod S. Shah and Associates, Practicing Company Secretaries as a Secretarial Auditor of the Company, according to the provision of section 204 of the Companies, Act 2013read with rules for conducing Secretarial Audit of Company for the financial year 2016-2017. The Report of the Secretarial Audit is annexed herewith as Annexure V.

26. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with deferential voting rights.

27. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

a. None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5)(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

b. Details of remuneration of each director to the median remuneration of the employees pursuant to section 197 read with rule 5 of the Companies, Act 2013 are attached to this report as Annexure II.

28. SEXUAL HARASSMENT:

Your Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. During the year ended March 31, 2017,no complaints have been received pertaining to sexual harassment.

29. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating Management, your Directors make the following statement and confirm that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

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

30. ACKNOWLEDGEMENT:

Your Directors place on record their sincere gratitude for the assistance, guidance and co-operation the Company has received from all stakeholders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board

B. K. Soni

Chairman & Managing Director

DIN:01274250

Address:

Flat No. 501, 5^th Floor,

Nilgiri Building, JVPD, 9^th Road,

Vileparle (W), Mumbai - 400049,

Maharashtra, India.

3^rd July 2017

Mumbai

---

Mar 31, 2016

DIRECTORS'' REPORT

The Members of

ECO RECYCLING LIMITED

The Directors are pleased to present the Twenty Second Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended 31^st March, 2016.

The State of the Company''s Affairs

It is very pleasant to share that the Central Government has come out with the stricter E-waste Management Rules, 2016, which will be effective from 1^st October, 2016 across India. As per the Rules, the producers of the respective IT & Home Appliances are responsible to collect back end of life equipment from the consumer and get them recycled by the authorized recyclers. With the implementation of the above Rules, we are confident that your company will gain immensely over a period of time. Your company is gearing up to shoulder greater responsibility and is working on larger business plans to implement to avail the growing opportunity in the e-waste recycling segment.

1. KEY FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars	2015-16	2014-15
Income	3740.44	3140.63
Expenditure	3684.72	2987.00
Profit/ (Loss) before Depreciation and Tax	55.72	153.63
Depreciation	29.96	28.87
Profit /(Loss) before Tax	25.76	124.76
Deferred Tax/Current Tax	9.76	31.28
Profit/ (Loss) after Tax	16.00	93.48

During the year under review, the Company has reported a total income of Rs.3740.44 lakhs out of which non-operating income amounts to Rs.69.08 lakhs. Income from operations is Rs.3671.36 lakhs which has increased by Rs.575.75 lakhs i.e. by 18.60% as compared to the previous year.

2. DIVIDEND

Your Directors have not recommended any dividend for the financial year ended March 31, 2016.

3. TRANSFERS TO RESERVES

The Company has proposed to transfer Nil amount to the General Reserve out of amount available for appropriations.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:

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

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since Recycling is the core activity of your Company, Section 134(3) of the Companies Act, 2013 read with the rules made there under, the clause relating to Conservation of Energy and Technology absorption is not applicable to your Company and hence the information required to be disclosed in the Board''s Report is not given.

6. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo in terms of actual outflows during the year is as follows:

(Rs. in Lacs)

Particulars	2015-16	2014-15
Earnings in Foreign Currency	20.98	61.37
Expenses in Foreign Currency	1.04	1.02

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report forms part of this Annual Report.

8. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year under review.

9. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/THE REPORT OF THE BOARD:

The Financial Statement of the Company/Board Report has not been revised during the Financial Year 2015-2016 as per Section 131 of the Companies Act, 2013.

10. ANNUAL RETURN

The extract of Annual Return pursuant to Section 92 of the Companies Act, 2013 read with The Companies (Management and Administration) Rules, 2014 (subject to amendment and re-enactment from time to time) in the prescribed Form MGT - 9 is hereby attached with this Report in Annexure I and is a part of this Report. The same is as on 31^st March, 2016.

11. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made there under.

12. The details in respect of adequacy of internal financial controls with reference to the financial statements

The Company has adequate internal financial controls beside timely statutory audit, limited reviews and internal audits taking place periodically.

13. Board Meetings

The Board of Directors (herein after called as "the Board") met for five times during the Year under review:

Sr. No.	Date of Meetings	Venue and time of the meeting	Directors present	Directors to whom Leave of absence was granted
1	30.05.2015	205, Centre Point, 2nd Floor, J.B. Nagar, Andheri-Kurla Road, Andheri(E), Mumbai - 400 059 Time: 2:00 P.M.	i) B K Soni ii) Aruna Soni iii) Shashank Soni iv) Srikrishna B. v) 91 22 40052951/52/53	Vijay Acharaya
2	14.08.2015	205, Centre Point, 2nd Floor, J.B. Nagar, Andheri-Kurla Road, Andheri(E), Mumbai - 400 059 Time: 4:00 P.M.	i) B K Soni ii) Aruna Soni iii) Shashank Soni iv) Srikrishna B. v) Dattatarya Devale	Vijay Acharaya
3	01.09.2015	Hilton London Gatwik Airport, South Terminal Eastway, Gatwik RH60LL, United Kingdom Time: 2:00 P.M.	i) B K Soni ii) Vijay Acharaya	Aruna Soni Shashank Soni Srikrishna B. Dattatarya Devale
4	03.11.2015	205, Centre Point, 2nd Floor, J.B. Nagar, Andheri-Kurla Road, Andheri(E), Mumbai - 400 059 Time: 2:00 P.M.	i) B K Soni ii) Aruna Soni iii) Shashank Soni iv) Srikrishna B.	Vijay Acharya Dattatarya Devale
5	13.02.2016	205, Centre Point, 2nd Floor, J.B. Nagar, Andheri-Kurla Road, Andheri(E), Mumbai - 400 059 Time: 2:00 P.M.	i) B K Soni ii) Aruna Soni iii) Shashank Soni iv) Srikrishna B.	Vijay Acharya Dattatarya Devale

Changes in Directors and Key Managerial Personnel are as follows:

Sr. No.	Name of the Director / KMP	DIN No. / PAN No.	Appointment / Cessation	Date of Event
1	Dattatraya Devale - Director	07186290	Appointment	16/05/2015
2	T. R. Rao - Director	00288601	Cessation	19/09/2015
3	Anita Choudhari - CFO	AQCPC2259B	Appointment	14/08/2015

The appointment of Mr. Dattatraya Devale and Mr. Vijay Acharya who were appointed as an additional director was regularized in the 21^st Annual General Meeting of the Company held on September 26, 2015.

15. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:

Pursuant to Section 149(4) of the Companies Act, 2013 read with The Companies (Appointment and Qualifications of Directors) Rules, 2014 (subject to amendment and re-enactment from time to time), the Central Government has prescribed that your Company shall have minimum two Independent Directors on its Board.

In view of the above provisions, your Company has following Independent Directors:

Sr. No.	Name of the Independent Director	Date of Appointment
1	Mr. Dattatraya Devale	16/05/2015
2	Mr. Vijay Acharya	08/01/2015
3.	Mr. Srikrishna B.	14/03/2013

All the above Independent Directors meet the criteria of ‘independence'' prescribed under section 149(6) and have submitted declaration to the effect that they meet with the criteria of ''independence'' as required under section 149(7) of the Companies Act, 2013.

16. COMMITTEES OF BOARD:

I. Nomination and Remuneration Committee:

In accordance with the provisions of Section 178 of the Companies Act, 2013 read with rules, the Company has appropriate Nomination and Remuneration Committee consisting of four Directors, out of which three are Non-Executive Independent Directors. The Committee acts in accordance with the ''Terms of Reference'' approved and adopted by the Board from time to time.

The Composition of the Committee is as under:

Sr. No.	Name of the Member	Designation
1	Mr. Srikrishna B.	Chairperson - Non-Executive Independent Director
2	Mrs. Aruna Soni	Member - Executive Director
3	Mr. Vijay Acharya	Member - Non-Executive Independent Director
4	Mr. Dattatraya Devale	Member - Non-Executive Independent Director

The Nomination and Remuneration Committee has formulated policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under subsection (3) of section 178 and the policy formulated by the Committee is attached herewith in Annexure II.

II. Audit Committee:

The existing ''Audit Committee'' of the Company consists of three Directors with Independent Directors forming a majority and the said constitution is in line with the provisions of Section 177 of the Companies Act, 2013, read with the rules. The Audit Committee acts in accordance with the ''Terms of Reference'' specified by the Board in writing from time to time.

The Composition of the Committee is as under:

Sr. No.	Name of the Member	Designation
1	Mr. Srikrishna B.	Chairperson -Non-Executive Independent Director
2	Mrs. Aruna Soni	Member - Executive Director
3	Mr. Dattatraya Devale	Member – Non-Executive Independent Director

Terms of Reference of the Audit

Committee

The functions of the Audit Committee are broadly as under:

1 Oversight of the Com pany''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2 Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

3 Approval of payment to Statutory Auditors for any other services rendered by them;

4 Reviewing with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

1. Matters required being included in the Director''s Responsibility Statement to be included in the Board''s Report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013; matter;
2. b. Changes, if any, in accounting policies and practices and reasons for the same;
3. c. Major accounting entries involving estimates based on the exercise of judgment by management;
4. d. Significant adjustments made in the financial statements arising out of audit findings;
5. e. Compliance with listing and other legal requirements relating to financial statements;
6. f. Disclosure of any related party transactions;
7. g. Qualifications in the draft audit report.
8. 5. Reviewing with the management, the quarterly financial statements before submission to the board for approval;
9. 6. Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this

7. Review and monitor the auditor''s independence and performance, and effectiveness of audit process;

8. Reviewing, with the management performance of statutory and internal auditors, and adequacy of internal control system;

9. Discussion with statutory auditors before the audit commences, as well as have post-audit discussion to ascertain any area of concern;

10. Reviewing the company''s financial and risk management policies;

11. Overseeing vigil mechanism for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate and exceptional cases;

III. Stakeholders Relationship Committee / Shareholders Grievance Committee:

The Committee has the mandate to review, redress shareholders'' grievances and to approve all share transfers.

The composition of the Stakeholders Relationship Committee / Shareholders Grievance Committee as on March 31, 2016 is as under:-

Name of the Director	Category
Mr. Srikrishna B.	Chairman - Independent Non-Executive Director
Mrs. Aruna Soni	Member - Executive Director
Mr. Dattatraya Devale	Member - Independent Non-Executive Director

Ms. Anita Choudhari, Chief Financial Officer, has been designated as the Compliance Officer of the Company.

The functions of the Stakeholder''s Relationship Committee / Shareholders'' j Grievance Committee include the following:-

1. Transfer /Transmission of shares;

2. Issue of duplicate share certificates; ^l 3. Review of shares dematerialized and ^l all other related matters;

4. Monitors expeditious redressal of investors'' grievances;

5. Non receipt of Annual Report and declared dividend;

6. All other matters related to shares.

^l IV. The vigil mechanism:

Your Company believes in promoting a fair, transparent, ethical and professional t work environment. The Board of Directors of the Company has established a Whistle i Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Company''s code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of ^, reporting such grievances or concerns.

17. RISK MANAGEMENT:

The Board of Director of your Company have identified industry specific risk and other external, internal, political and technological risk which in opinion of the board are threaten to the Company and Board has taken adequate measures and actions which are required to take for diminishing the adverse effect of the risk.

^l 18. QUALIFICATIONS GIVEN BY THE AUDITORS:

A. QUALIFICATION GIVEN BY THE

STATUTORY AUDITORS

1. We draw attention to Note 33 of the Notes forming part of financial statements regarding method of accounting of miscellaneous expenditure which are in our opinion is not in accordance with the Accounting Standard 26 -Intangible Assets aggregating to Rs.14,51,548/-.

2. Company has not carried out Actuarial Valuation for Gratuity and has made an adhoc provision of Rs.2,00,000/-, which is not in conformity with AS-15 "Employee Benefits" as required under the provisions of The Payment of Gratuity Act, 1972.

Explanations or Comments By The Board On Every Qualification, Reservation Or Adverse Remark Or Disclaimer Made By Auditor

1. As regards 1^st qualification on Miscellaneous Expenditure it is a call taken by the Management to amortize the said Miscellaneous Expenditure.

2. The Management has taken a view of making adhoc provision of Rs.200000/- based on earlier year report, the same will be regularized in FY 2016-2017.

B. QUALIFICATION GIVEN BY THE

SECRETERIAL AUDITOR

1. As per the provision of Section 138 of the Companies Act, 2013 and the rules made there under, the Company was required to appoint an Internal Auditor for the Financial Year 2015-16. Company has appointed Internal Auditor at the Board Meeting held on 13^th February, 2016. However, the Company has not filed an e-form MGT-14 for the said appointment of internal auditor with the Registrar of Companies.

2. As per the provision of Section 2(24) of the Companies Act, 2013 and the rules made there under, "Company Secretary" or "Secretary" means a company secretary as defined in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980 who should be appointed by the Company to perform the functions of a Company Secretary under this Act. However, the same has not been appointed by the Company.

3. As per the provision of Section 204 of the Companies Act, 2013 and the rules made there under, the Company was required to appoint an Secretarial Auditor. Company has appointed Secretarial Auditor at the Board Meeting held on 13^th February, 2016. However, the Company has not filed an e-form MGT-14 for the said appointment with the Registrar of Companies.

Explanations or Comments By The Board On Every Qualification, Reservation Or Adverse Remark Or Disclaimer Made By Auditor

1. With regards to the 1^st qualification, we would like to state that the company is in the process of intimating appointment of Internal Auditor to the Registrar of Companies and will file necessary e-forms as may be required under the provisions of the Companies Act, 2013 and the rules made there under in due course of time.

2. With regards to the 2nd qualification, we would like to state that the Company is in the process of recruiting suitable candidate for performing the functions of Company Secretary.

ECO RECYCLING LIMITED

3. With regards to the 3rd qualification, we would like to state that the company is in the process of intimating appointment of Secretarial Auditor to the Registrar of Companies and will file necessary e-forms as may be required under the provisions of the Companies Act, 2013 and the rules made thereunder in due course of time.

19. REPORT ON PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Name of the Company	Subsidiary / Associate
Ecoreco Enviro Education Private Limited	Subsidiary
Weee India Private Limited	Associate

There has been no material change in the nature of the business of the subsidiary company. Pursuant to Rule 5(1) of the Companies (Accounts) Rules, 2014 the performance and financial position of the subsidiary company and associate company is included for the financial year ended March 31, 2016 as per Form AOC - 1 attached to the this report as Annexure III.

20. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

The company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 read with rules and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure - IV.

21. PARTICULARS OF LOANS,

GUARANTEES OR INVESTMENTS:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

22. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board.

The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.

23. AUDITORS:

M/s. GMJ & Co, Chartered Accountants (Firm Registration No. 103429W), Statutory Auditors of your Company, retire at the ensuing Annual General Meeting and are eligible for reappointment to hold the office from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting of the Company to be held in the year 2021, subject to ratification of their appointment at every Annual General Meeting. The Auditors have given their consent in writing and have furnished a certificate to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 139(1) and that they meet with the criteria prescribed under section 141 of the Companies Act, 2013. Your Directors recommend their re-appointment in the ensuing Annual General Meeting.

24. SECRETARIAL AUDITOR:

The Company has appointed M/s. Pramod S. Shah and Associates, Practicing Company Secretaries as a Secretarial Auditor of the Company, according to the provision of section

204 of the Companies, Act 2013 read with rules for conducing Secretarial Audit of Company for the financial year 2015-2016. The Report of the Secretarial Audit is annexed herewith as Annexure V.

25. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with deferential voting rights.

26. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

a. None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5)(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

b. Details of remuneration of each director to the median remuneration of the employees pursuant to section 197 read with rule 5 of the Companies, Act 2013 are attached to this report as Annexure II.

27. SEXUAL HARASSMENT:

Your Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. During the year ended March 31, 2016, no complaints have been received pertaining to sexual harassment.

28. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating Management, your Directors make the following statement and confirm that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

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

29. ACKNOWLEDGEMENT:

Your Directors place on record their sincere gratitude for the assistance, guidance and co-operation the Company has received from all stakeholders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board

B. K. Soni

Chairman & Managing Director

DIN: 01274250

Address: Flat No. 501, 5^th Floor,

Nilgiri Building, JVPD, 9^th Road, Vileparle (W), Mumbai - 400049, Maharashtra, India.

13^th August 2016

Mumbai

---

Mar 31, 2014

Dear Members,

The Directors present with pleasure the 20th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2014.

1. FINANCIAL RESULTS (Rs. in Lacs)

2013-2014 2012-2013

Total Income 2545.52 2231.40

Profit before Interest, 166.68 166.13

Depreciation & Tax

Less: Depreciation 28.58 18.12

Profit before Interest 138.10 148.01

and Tax

Interest 86.61 59.18

Profit before Tax 51.49 88.83

Less: Provision for 21.63 24.78

Income Tax

Profit after Tax 29.86 64.05

Add: Balance 112.95 148.89

brought forward Balance carried to 42.80 112.95

Balance Sheet

2. OPERATIONS

As compared to the last year, we are now seeing the impact of the e-waste (Management & Handling) Rules 2011 which became applicable in India w.e.f. 1st May, 2012. The Producers and Bulk Users prefer to dispose of their e-waste with the Registered Recyclers like Ecoreco. Your company is the only authorized recycler in the State of Maharashtra and the first company granted permission by the Central Pollution Control Board.

We are pleased to inform that the Mobile Data Destruction Services, started by Ecoreco in 2008 and Lamp Recycling on Wheels in 2010 are doing well and company plans to introduce more such facilities in the coming years. Your Board is of the view that all these put together will add substantial top line in the coming years and will benefit all the stakeholders.

During the year ended 31st March 2014, your Company achieved turnover of INR 2545.52 Lacs and net profit of INR 29.86 Lacs.

3. DIVIDEND

In order to conserve resources, no dividend has been declared for the year 2013-2014.

4. TRANSFERS TO RESERVES

During the year, the Company proposes to transfer INR 100 Lacs to General Reserve as per the Profit and Loss Account of the Company.

5. FUTURE PLANS

In continuation to your company''s nature of introducing innovative ideas in the market, your Board is pleased to inform that your company is now working on a very large plan of Reverse Logistic for the benefit of Original Equipment Manufacturer (OEM) to meet their obligation under E-waste (Management & Handling) Rules, 2011, more precisely defined as Extended Producers'' Responsibility (EPR).

The Company is already a Shareholder/ Promoter in Weee India Private Limited and Mr. B. K. Soni, Chairman and Managing Director of Eco Recycling Limited is already a major Shareholder/ Promoter in Reverse Logistics and Warehousing Private Limited and thus due to common management and for better business facilitation in interest of all the Companies, the Management of Eco Recycling Limited intends to exercise major control in Weee India Private Limited and Reverse Logistics and Warehousing Private Limited by holding Shares more than or equal to 51% in its paid-up capital including the shares already held by them in Compliance with law prevailing as may be discussed by Management of all the Companies.

6. DIRECTORS

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 2013 at least two-thirds of our Directors shall be subject to retirement by rotation. One - third of these retiring Directors must retire from office at each Annual General Meeting of the Shareholders. The retiring Directors are eligible for re-election.

In accordance with the said provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. B. K. Soni, Chairman & Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

7. AUDITORS

M/s. GMJ & Co, Chartered Accountants, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has also received a certificate from them under section 139 of the Companies Act, 2013. Your Directors recommend their re-appointment.

8. FIXED DEPOSIT

In terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit Rules), 1975, the Company has not accepted any fixed deposits during the year and as such, no amount of Principal or Interest was outstanding as of the Balance sheet date.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) that 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 the Company at the end of the financial year ended March 31,2014 and of the profit of the Company for that year.

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(iv) that the Directors have prepared the Annual Accounts for the year ended March 31,2014, on a going concern basis.

10. CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement with the Stock Exchange, the report on Corporate Governance is furnished as a part of the Directors'' Report and forms part of this report showing that the Company has taken appropriate steps and measures to comply with all the applicable mandatory provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges and section 292A of the companies Act 1956. Certificate from the Company''s Auditors regarding compliance is annexed hereto and forms part of this report .

11. PARTICULARS OF EMPLOYEES Since none of the employees of the Company was drawing remuneration in excess of limits laid down pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, details therewith are not furnished.

12. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) A rule, 1988 is not required as your company is not a manufacturing company.

13. QUALIFICATION IN THE AUDITOR''S REPORT:

There are no qualifications in the Auditors Report regarding audited Accounts for the year ended March 31, 2014 except as follow:

The statutory Auditors have qualified that the Miscellaneous Expenditure lying in the Books of the Company as on 31/03/2014 ought to have been written off in the Financial Year ended 31/03/2010. In this regard, the Company here responds that it is a call taken by the Management to amortize the said Miscellaneous Expenditure.

14. NOMINATION AND REMUNERATION COMMITTEE -COMPANIES ACT 2013:

Pursuant to Section 178 of Companies Act, 2013 the Board of Directors of the Company has consented the change in nomenclature of existing Remuneration Committee to ''Nomination and Remuneration Committee'' as provided under Companies Act, 2013 and has also approved the revised terms of reference of the Nomination and Remuneration Committee as per the provisions of the Companies Act, 2013 (effective from 01/04/2014).

As per the said terms of reference approved by the Board the Nomination and Remuneration Committee shall formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy , relating to the remuneration for the Director , KMP and other employees. The Company''s policy on Directors appointment and remuneration and other specifications as mentioned above will be disclosed in the Boards'' Report as provided under Section 134 (3) (e) once the same is formulated by the Committee.

15. ACKNOWLEDGMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co- operation received from all the shareholders, customers, suppliers, bankers, Government authorities and all other business associates and their confidence in the management. Your Directors also wish to place on record their appreciation for the contribution made by the employees.

For and on behalf of the Board of Directors B. K. Soni Mumbai CMD September 02, 2014 Registered Office: 205, Centre Point, Next to Hotel Kohinoor, Andheri Kurla Road, Andheri East, Mumbai-400 059

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Mar 31, 2013

The Members of ECO RECYCLING LIMITED

The Directors present with pleasure the 19th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2013.

1. FINANCIAL RESULTS

(Rs.in Lacs)

2012- 2011- 2013 2012

Total Income 2231.40 1757.34

Profit before Interest, 166.13 108.15

Depreciation & Tax

Less: Depreciation 18.12 11.40

Profit before Interest 148.01 97.00 and Tax

Interest 59.18 49.86

Profit before Tax 88.83 46.89

Less: Provision for 24.78 9.89

Income Tax

Profit after Tax 64.05 37.00

Add: Balance brought 148.89 261.88 forward

Balance carried to 212.94 298.88

Balance Sheet

2. OPERATIONS

This was the first year of operations since the E-waste (Management & Handling) Rules, 2011 became applicable in India. The Ministry had given one full year from May 11 to April 12 to all the generators of e-waste & other stakeholders to understand & implement the Rules. The Rules envisage that the generators will hand over their e-waste to the registered recyclers and also envisage that the producers will collect the used electrical & electronic equipment from the generators (under Extended Producers'' Responsibility) and facilitate reverse logistic to see that material gets recycled in an environment friendly manner. The above Rules are changing the trend towards environment friendly disposal in place of sale of e-waste to Kabadies.

It is pleasant to share that Eco Recycling Ltd is the only company in Maharashtra which is registered as an E-waste Recycler. Your Board is of the view that in the near future this industry will see a big boom and your company will be immensely benefitted.

During the year ended 31st March 2013, your Company achieved turnover of Rs. 2253 Lacs and net profit of Rs. 64 Lacs.

3. DIVIDEND

In order to conserve resources, no dividend has been declared for the year 2012–2013.

4. TRANSFERS TO RESERVES

During the year, the Company proposes to transfer Rs. 100 lacs to General Reserve as per the Profit and Loss Account of the Company.

5. FUTURE PLANS

Ecoreco is in the process of setting up another facility for recycling of home appliances near Bhiwandi, Maharashtra, with the kind support of NEDO, Mitsubishi Materials Corporation and Nippon Magnetic Dressing Co. Ltd. The unit is expected to be completely operational by end of 2013.

6. DIRECTORS

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956 at least two- thirds of our Directors shall be subject to retirement by rotation. One - third of these retiring Directors must retire from office at each Annual General Meeting of the Shareholders. The retiring Directors are eligible for re-election.

In accordance with the said provisions of the Companies Act, 1956 and Articles of Association of the Company, Raghavendra Rao Satya Veera Venkata Turlapati, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re- appointment.

7. AUDITORS

M/s. GMJ & Co, Chartered Accountants, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

8. FIXED DEPOSIT

In terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit Rules), 1975, the Company has not accepted any fixed deposits during the year and as such, no amount of Principal or Interest was outstanding as of the Balance sheet date.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the

Companies Act, 1956:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2013; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) that 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 the Company at the end of the financial year ended March 31, 2013 and of the profit of the Company for that year.

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(iv) that the Directors have prepared the Annual Accounts for the year ended March 31, 2013, on a going concern basis.

10. CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement with the Stock Exchange, the report on Corporate Governance is furnished as a part of the Directors'' Report and forms part of this report showing that the Company has taken appropriate steps and measures to comply with all the applicable mandatory provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges and section 292A of the companies Act 1956. Certificate from the Company''s Auditors regarding compliance is annexed hereto and forms part of this report.

11. PARTICULARS OF EMPLOYEES

Since none of the employees of the Company was drawing remuneration in excess of limits laid down pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, details therewith are not furnished.

12. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) A rule, 1988 is not required as your company is not a manufacturing company.

13. QUALIFICATION IN THE AUDITOR''S REPORT:

There are no qualifications in the Auditors'' Report regarding audited Accounts for the year ended March 31, 2013 except as follow: The statutory Auditors have qualified that the Miscellaneous Expenditure lying in the Books of the Company as on 31/03/2013 ought to have been written off in the Financial Year ended 31/03/2010. In this regard, the Company here responds that it is a call taken by the Management to amortize the said Miscellaneous Expenditure.

For and on behalf of the Board of Directors

B. K. Soni

Mumbai CMD

August 14, 2013

Registered Office:

205, Centre Point,

Next to Hotel

Kohinoor, Andheri Kurla Road,

Andheri East, Mumbai–400 059

---

Mar 31, 2012

The Members of ECO RECYCLING LIMITED

The Directors present with pleasure the 18th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2012.

1. FINANCIAL RESULTS (Rs. in Lacs)

2011- 2010- 2012 2011

Total Income 1757.34 1676.37

Profit before Interest, 108.15 113.43 Depreciation & tax

Less: Depreciation 11.40 11.30

Profit before Interest 96.76 102.13 and Tax

Interest 49.86 16.58

Profit before Tax 46.90 85.55

Less: Provision for 9.89 15.26

Income Tax

Profit after Tax 37.01 70.29

Add: Balance brought 261.88 191.59 forward

Balance carried to 298.89 261.88 Balance Sheet

2. OPERATIONS

Your Directors are pleased to inform that during the year ended 31st March, 2012, the company added lots of new services to support environment conscious individuals & organizations to avail. Your company now provides "Recycling of Lamps on Wheels" and thereby avoids phosphor & mercury going in to air, water & soil to avoid environmental damages. "Recycling of e-waste on Wheels", the service which was introduced in the yester year is also catching attention of environmentalists, corporates, Government offices, NGOs etc. to promote better practices of recycling and spread awareness & educate in general to further promote such initiatives. Your company also carried out several initiatives of awareness through conferences, exhibitions, presentations in schools, collages, institutions, corporates, etc. for taking the message of organized recycling to the families & societies.

During the year ended 31st March 2012, your company achieved turnover of Rs. 1757.34 Lacs and net profit of Rs.46.90 Lacs.

3. DIVIDEND

In order to conserve resources, no dividend has been declared for the year 2011-2012.

4. TRANSFERS TO RESERVES

During the year, the Company proposes to transfer Rs. 150 lacs to General Reserve as per the Profit and Loss Account of the Company.

5. FUTURE PLANS

It is really very pleasant to inform that in the previous year, the Central Government notified E-waste (Management & Handling) Rules, 2011 on 11th May, 2011 to be effective from 1st May, 2012 (already in force). With the implementation of the above Rules, we anticipate a big rise in the volume of recycling of electrical & electronic waste going for organized recycling. The Rules have proposed that the producers of the respective electrical & electronic items will be liable to implement Extended Producers' Responsibility (EPR) principle. As per the EPR principle, producers will be liable to establish reverse logistic & warehousing chain for collection of discarded (end of life) equipment from the consumers and will also be responsible to tie up with the authorized recyclers for getting these end of life equipment recycled in an environment friendly manner.

We are pleased to inform that Eco Recycling Ltd, the first company authorized for recycling of e-waste in the country has taken several steps to avail of this growing opportunity by implementing expansion plan to enhance its capacity & capability. Eco Recycling Ltd is working on a plan of Reverse Logistic & Warehousing in collaboration with a bunch of Producers; the plan has envisaged covering the major cities of the country to facilitate individual consumers & large consumers to get rid of their end of life equipment for recycling in an environment friendly manner.

We are also pleased to inform that the project of Precious Metal recovery undertaken by Eco Recycling Ltd with the financial assistance from DSIR (Department of Scientific & Industrial Research), Government of India has shown excellent results and in all probabilities the same will be commercialized in this calendar year. We are also pleased to inform that in the previous year your company's in house R&D Facility was also recognized by the Department and by virtue of that your company is able to save on number of indirect & direct taxes.

6. DIRECTORS

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956 at least two- thirds of our Directors shall be subject to retirement by rotation. One- third of these retiring Directors must retire from office at each Annual General Meeting of the Shareholders. The retiring Directors are eligible for re-election.

In accordance with the said provisions of the Companies Act, 1956 and Articles of Association of the Company, Mrs. Aruna Soni , Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment.

7. AUDITORS

M/s. GMJ & Company, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

8. FIXED DEPOSIT

In terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit Rules), 1975, the Company has not accepted any fixed deposits during the year and as such, no amount of Principal or Interest was outstanding as of the Balance sheet date.

9. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2012; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) that 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 the Company at the end of the financial year ended March 31, 2012 and of the profit of the Company for that year.

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(iv) that the Directors have prepared the Annual Accounts for the year ended March 31, 2012, on a going concern basis.

10. CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement with the Stock Exchange, the report on Corporate Governance is furnished as a part of the Directors' Report and forms part of this report showing that the Company has taken appropriate steps and measures to comply with all the applicable mandatory provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges and section 292A of the companies Act 1956. Certificate from the Company's Auditors regarding compliance is annexed hereto and forms part of this report.

11. PARTICULARS OF EMPLOYEES

Since none of the employees of the Company was drawing remuneration in excess of limits laid down pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, details therewith are not furnished.

12. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217 (1)

(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) A rule, 1988 is not required as your company is not a manufacturing company

13. REMUNERATION TO MRS. ARUNA SONI

Board of Director in consultation with remuneration committee of the Company had passed a resolution on March 31, 2011 for payment of Remuneration of Rs. 50,000/- to Mrs. Aruna Soni, Executive Director of the Company for the services rendered by her for a period with effect from April 01, 2011 till March 31, 2014 i.e., for a period of 3 years. At the forthcoming Annual General Meeting of the Company the members' approval is requested by the Company in this regard.

For and on behalf of the Board of Directors

B. K. Soni

Mumbai CMD

July 30, 2012

Registered Office:

205, Centre Point, Next to Hotel Kohinoor, Andheri Kurla Road,

Andheri East, Mumbai-400 059

---

Mar 31, 2011

The Members

Your Directors present with pleasure the 17th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2011.

1. FINANCIAL RESULTS (Rs. in Lacs)

2010- 2009-

2011 2010

Total Income 1643.58 587.18

Proft before 214.47 26.47

Interest,

Depreciation &tax

Less: Depreciation 11.30 6.66

Proft before 102.13 19.81

Interest and Tax

Interest 16.58 1.93

Proft before Tax 85.55 17.88

Less: Provision for 15.26 3.43

Income Tax

Less: Fringe - -

Benefit Tax

Proft after Tax 70.29 14.45

Add: Balance 191.59 233.85

brought forward

Balance carried 261.88 191.59

to Balance Sheet

2. OPERATIONS

Your Company provides full spectrum of activities covered under e-waste management right from collection of e-waste from the door step of the generators, complete logistic support, refurbishing, secured data destruction, dismantling of end of life equipments, size reduction, sorting different basic commodities and other fractions, remarketing of reusable equipment, components and various recovered commodities.

Ecoreco provides high class credible services and solutions to the clients; take care of the needs and preferences of the customers, their requirements in a dedicated manner. Our customer–centric approach has resulted in high levels of client satisfaction and retention. Ecoreco does its best to meet environmental norms and assist corporate to meet their CSR obligations.

The same is refected in the exponential growth in its turnover which has increased from Rs. 587.18 lacs for the year ended 31st March, 2010 to Rs. 1,643.03 lacs for the year ended 31st March, 2011.

Ecoreco actively participate in various awareness campaigns, conferences, exhibitions, Government & industry interactions in formulating rules & regulations meant for safe & secured disposal of e-waste.

3. DIVIDEND

In order to conserve resources,no dividend has been declared for the year 2010– 2011.

4. TRANSFERS TO RESERVES

During the year, the Company proposes to transfer Rs. Nil to General Reserve

5. FUTURE PLANS

It is pleasant to share that your company has set several mile stones in the past few years beginning with the introduction of e-waste industry in India in the organized manner, the frst facility approved by the Central Pollution Control Board to undertake e-waste recycling in India, the frst company approved by the Maharashtra Pollution Control Board, the frst and the only company innovated the concept of Recycling on Wheels, the frst company providing Information Destruction service at the door step of the corporate and so on & so forth.

The first few years were equally challenging since there was no organized recycling of such a hazardous waste in the country and therefore the entire waste was being collected by the so called Kabadies. Ecoreco is proud to share that with the implementation of scientifc process to deal with such a hazardous waste, we are now in a position to reclaim all the basic ingredients from the end of life electronic equipment in a safer and environment friendly manner and thereby saving depleting natural resources and redeploying in to the main stream of industries.

It may be very pleasant for you to read that Ecoreco has innovated in house technology for the recovery of precious metals like gold, silver, palladium etc. from the e-waste and now going for commercialization of the same.

It is a pleasure to share that w.e.f. 1st May 2012, new Rules will be applicable in the country and thereby it is mandatory for all the users to give their used electronic equipment to the registered recyclers only. With the implementation of the E-waste (Management & Handling) Rules 2010 and an effective enforcement of Extended Producers Responsibility(EPR), the volume of supplies is expected to go up substantially.

6. DIRECTORS

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956 at least two- thirds of our Directors shall be subject to retirement by rotation. One- third of these retiring Directors must retire from Office at each Annual General Meeting of the Shareholders. The retiring Directors are eligible for re-election.

In accordance with the said provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. SrikrishnaBhamidipati , Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

7. AUDITORS

M/s. Vedula Vijay and Ramanathan, Auditors of the Company, hold Office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

8. FIXED DEPOSIT

In terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit Rules), 1975, the Company has not accepted any fixed depositsduring the year and as such, no amount of Principal or Interest was outstanding as of the Balance sheet date.

9. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2011; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) that 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 the Company at the end of the financial year ended March 31, 2011 and of the Profit of the Company for that year.

(iii) that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(iv) that the Directors have prepared the Annual Accounts for the year ended March 31, 2011, on a going concern basis.

10. CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement with the Stock Exchange, the report on Corporate Governance is furnished as a part of the Directors' Report and forms part of this report showing that the Company has taken appropriate steps and measures to comply with all the applicable mandatory provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges and section 292A of the companies Act 1956. Certificate from the Company's Auditors regarding compliance is annexed hereto and forms part of this report.

11. PARTICULARS OF EMPLOYEES

Since none of the employees of the Company was drawing remuneration in excess of limits laid down pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, details therewith are not furnished.

12. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) A rule, 1988 is not required as your company is not a manufacturing company.

For and on behalf of the Board of

Directors B. K. Soni

Mumbai CMD

30/05/2011

Registered Office:

205, Centre Point, Next to Hotel

Kohinoor, Andheri Kurla Road,

Andheri East, Mumbai - 400 059