Race Eco Chain Ltd

To

The Members

Race Eco Chain Limited

Your Directors are pleased to present their 24th Board Report on the business and operations of your Company together with the Audited Accounts for the year ended 31^st March, 2024.

The Financial performance of the Company for year ended 31^st March 2024 is summarized below: -

(Rs. In Lakhs)

Company Performance Overview

During the year under review, total income was Rs. 33917.27 Lacs as compared to Rs. 26993.17 Lacs in 2023. Net Sales for the current financial year were Rs. 33849.88 Lacs as compared to Rs. 26908.49 Lacs in 2023. Profit after tax (PAT) stood at Rs. 156.72 Lacs as Compared to Rs. 130.48 Lacs in 2023.

Reserve & Surplus

During the Financial year 2023-2024 Rs 156.72 Lacs amount to carry or transfer to Reserve & Surplus Account under Companies Act, 2013.

Dividend

In view of the requirement of the profits for strengthening of the company, your directors have decided to plough back the profit into the business hence no dividend could be recommended for the year under review.

Share Capital

The paid-up Equity Share Capital as on March 31, 2024 was Rs.164322000. During the year under review the company has not issued any shares or any convertible instruments.

Subsidiary Company/Associate/Joint Venture

As on 31^st March, 2024 the Company had 2 Indian Subsidiary named as M/s. Abhay Innovative Recycling Limited and M/s. India Polymers Private Limited. The Company had no Associate and Joint Venture Companies during the year ended on March 31, 2024.

A statement containing salient features of the Financial Statements of the subsidiaries in the prescribed format in Form AOC-1 as required under first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is included in this Report as "Annexure 1" and forms an integral part of this Report.

In terms of the provisions of Section 136 of the Companies Act, 2013 read with the SEBI Listing Regulations, the Audited Financial Statements of the subsidiaries are placed on website of the Company. These financial statements are also available for inspection by any member at the Registered Office of the Company. Any member desirous of obtaining a copy of the same may write to the Company.

The Company's Policy for determining Material Subsidiaries is disclosed on the Company's website. As on March 31, 2024, the Company had one material subsidiary named as M/s. Abhay Innovative Recycling Limited.

Investor Complaints and Compliance

During the year review NO case was registered on SCORES Portal of SEBI from any investor of the Company and same was resolved by the Compliance Officer of the Company.

Directors and Key Managerial Personal

During the year under review and as on the date of this report, following are the Directors and KMPs. along with the changes among them: -

The Details of Directors and KMP are as Follows: -

In accordance with the provisions of Companies Act, 2013 Mr. Lalit Kumar Malik (DIN 08693650), Director retires by rotation and being eligible offers himself for re-appointment.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date; c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d). that the annual financial statements have been prepared on a going concern basis; e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Declaration from Independent Directors

All Independent directors have given declaration that they meet 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 due to not passing of Independent Directors Exam.

Committees

As on date of this Report, The Board has three Committees which are applicable upon company:-

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders' Relationship Committee

Audit Committee

The company is having an audit committee comprising of the following Members which reconstitute as follows:

Nomination and Remuneration Committee

The company is having a Nomination and Remuneration Committee comprising of the following Members which reconstitute as follows:

Stakeholders' Relationship Committee

The company is having a Stakeholders Relationship Committee comprising of the following Members which reconstitute as follows:

As per Regulation 21 of SEBI (LODR), Regulations, 2015, the Board needs not to constitute Risk Management Committee, wherein majority of the members of Risk and Management Committee should consists of Members of Boards. This regulation is applicable only to top 1000 listed entities, determined on the basis of market capitalization, as at the end of the preceding financial year. Since your Company is not amongst top 1000 listed entities, still your Company has constituted a Risk Management Committee for Good Corporate Governance.

Risk Management Committee

The company is having a Stakeholders Relationship Committee comprising of the following Members which reconstitute as follows:

CSR Committee

As per Section 135 of the Companies Act, 2013, the Board needs not to constitute CSR Committee. Since your Company is not eligible to form the CSR Committee but voluntarily we are adopting the constitution of a Risk Management Committee for Good Corporate Governance.

In line with the provisions of the Act and SEBI (LODR), the Company has devised and implemented a vigil mechanism, in the form of "Whistle Blower Policy". As per the Policy, the Company has an internal committee comprising of the Chairman of the Audit Committee and the Compliance Officer of the Company to address the functioning of the vigil mechanism as mandated by the Act and assist the Audit Committee thereunder.

Board Meetings

During the year 8 Board Meetings and one Independent Directors Meeting was held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 were adhered to while considering the time gap between two meetings.

During the year under review, the Independent Director met on 13^th February, 2024.

Compliance with Secretarial Standards

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), issued by the Institute of Company Secretaries of India.

Related Party Transactions

During the year under review, all transactions entered into with Related Parties were approved/ ratified by the Audit Committee and wherever required, were also approved by the Board of Directors of the Company. Omnibus approval from the Audit Committee was obtained for transactions of repetitive nature. During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the Company's Related Party Transactions Policy.

Further, all related party transactions undertaken during the year were at arms' length basis. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable. The related party transactions entered by the Company are disclosed under Note No. 32 of the Notes to the Standalone Financial Statements for the year ended March 31, 2024

Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013, M/s. Garg Arun & Associates

Chartered Accountants (Firm Registration No. 08180N), were appointed as the Company's Statutory

Auditors by the shareholders at their 21st AGM held on September 30, 2021, for a period of five years (i.e) till the conclusion of the 26^th Annual General Meeting.

The reports of Statutory Auditors on Financial Statements for the financial year 2023-24 forms part of the Annual Report. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Auditors' Reports.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Hemant Kumar Sajnani & Associates., (CP No: 14214, FCS: 7348), Company Secretaries to undertake the secretarial audit of the company.

The Secretarial Auditor Report for the financial year 2023-24 forms part of the Annual Report as ‘Annexure-2

There are following qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Reports but there are some clarification that the Company provided to the Secretarial Auditor and the same is incorporated in below:

Secretarial Auditor Observation:

The listed entity has acquired 37,50,000 Equity shares of Abhay Innovative Recycling Limited i.e. subsidiary of listed entity, on 14/07/2023, which is not intimated to the stock exchange within the specified timeframe. The company has made delayed disclosure to the stock exchange on 05/08/2023.

The Management Clarification:

The above mention delayed submission was not intentional but rather a human error. There was no intention to mislead the Stock Exchanges or our valuable stakeholders. Once the error was discovered, the company made every effort to rectify the situation and delayed disclosure was addressed. Measures have been put in place to prevent such lapses from occurring in the future.

Secretarial Auditor Observation:

The listed entity has submitted statement of Grievance redressal mechanism for the quarter ended September, 2023 after the due date due to a technical glitch on BSE Portal, However it has been submitted on NSE portal within the specified time limit, in pursuance of which, SEBI has imposed fine of Rs.2360 (including GST) for non- compliance of Regulation 13(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. However, the listed entity has paid the amount of the fine imposed by the SEBI non- compliance of Regulation 13(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The Management Clarification:

On October 11th, the Compliance Officer submitted the Grievance Redressal Mechanism statement on both the BSE and NSE portals. However, a technical glitch occurred during the submission process on the BSE portal, causing the screen to suddenly disappear upon clicking the submit button. It was presumed that the submission was successful. Subsequently, the statement was successfully submitted on the NSE portal on the same date. We want to emphasize that since the submission was made on the NSE portal, there was no deliberate omission of uploading it on the BSE portal. There was no intention to mislead the stock exchanges or our valuable stakeholders in this matter.

M/s. SSAR & Associates, Chartered Accountants performs the duties of Internal Auditors of the Company and their report is reviewed by the audit committee Quarterly basis.

Reporting of Frauds

There was no instance of frauds during the year under review, which required the Statutory Auditors to report to the Audit Committee and/ or Board under Section 143(12) of the Act and Rules framed thereunder.

Listing

The Equity Shares of the Company are presently listed at BSE Limited and National Stock Exchange of India Limited and the listing fee, for the year 2024-25, for both the Stock Exchanges is paid.

The Company has received the In-Principle Approval for Migration from SME Platform of BSE to the Main Board Platform of Bombay Stock Exchange Limited on April 10, 2023 and simultaneously from the Main Board Platform of National Stock Exchange of India Limited on April 28, 2023.

The Final approval for dealings in the Equity Shares on the Exchange was received from BSE Limited and NSE Limited on Tuesday 09th May, 2023.

Board Evaluation

Pursuant to the provisions of companies Act, 2013 and (Listing Obligation and Disclosure Requirement) Regulation 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

Business Risk Management

Risk management is an ongoing process and embedded in the operating framework of the Company. Risk Management & Strategic Planning Committee of the Board has been entrusted for timely identification, evaluation and mitigation of all types of internal and external risks including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks etc.

The Committee is responsible for formulating and reviewing the risk management plan/ policy and ensuring its effectiveness across the organization. The Audit Committee of the Board has an additional oversight in the risk management systems prevailing in the Company. There are no risks which in the opinion of the Board are of the nature that can threaten the existence of the Company. However, the risks inter-se those are generally dealt in regular course of business and have to be taken care of, are fluctuations in foreign exchange rates and prices of raw material as well as finished products. The Risk Management Policy has been uploaded on the Company's website.

Policy on Directors' Appointment and Remuneration

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Material changes and commitments, if any, affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year 2023-2024 and the date of this Report. Further, there was no change in the nature of business of the Company.

Significant and Material Orders Passed by the Regulators or Courts

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

Information Technology and Communications

During the financial year 2023-2024, apart from upgrading the existing software applications with enhanced/ added features to meet the current and emerging business needs, certain new application systems were implemented. Regular Updation of Systems and procedures is undertaken from time to time to provide checks and alerts for avoiding fraud arising out of misrepresentation given by borrower/s while availing loans.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended, the relevant information is given below:

Conservation of Energy

The Company's operations are not power intensive. Nevertheless, your Company is taking every steps to conserve and minimize the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipment etc.

Research and Development

The Company has no formal research and development department but the Company is continuously making efforts to strengthen research and development activities to improve quality and reduce cost.

Technology Import and Absorption

The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance.

Foreign Exchange Earnings and Out Go

Extracts of Annual Return

In accordance with the provisions of Section 134 (3)(a) of the Companies Act, 2013, the Annual Return, as required under Section 92 of the Act for the financial year 2023-24, is available on the Company's website at www.raceecochain.com

Corporate Governance

According to the Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Secretarial Auditors confirming compliance forms an integral part of this Report. The Report on Corporate Governance by Auditor is forming part of Annual Report as an

Management Discussion and Analysis Report

Pursuant to the Regulation 34 of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Management Discussion and Analysis is a forming part of this Annual Report above.

Public Deposit

Your Company has not accepted any deposits from the public during the year under review.

Corporate Social Responsibility

The Board of Directors of the Company hereby confirms that the provisions of Section 135(1) of the Companies Act, 2013 is not applicable to our Company.

Bonus Issue

The Company has not allotted a bonus issue of Shares during the year.

Auditors' Report

The Auditors' observations are self-explanatory and hence do not call for any further clarification under section 134(5) of the Companies Act, 2013.

Earnings per Share (EPS)

The Earnings per Share (EPS) is Rs. 0.95 as on March 31, 2024 as against Rs. 0.79 as on March 31, 2023.

Regulatory Guidelines/Amendments

The Company has also been following directions, guidelines, circulars issued by RBI, SEBI, BSE, MCA, from time to time pertaining to listed companies.

Codes and Standards Fair Practice Code

The Company has in place a Fair Practice Code (FPC), which includes guidelines on appropriate staff conduct when dealing with customers and on the organization's policies vis-?-vis client protection.

Internal Control System and their Adequacy

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. Even through this non-production period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

Vigil Mechanism / Whistle Blower Policy

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. The Vigil Mechanism / Whistle Blower Policy will be posted on company website

Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantees and investments is given by the Company under Section 186 of the Companies Act, 2013 and other detailed are mentioned in Notes to Accounts of the Financial Statements.

Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Corporation is committed to prevention of sexual harassment of women at workplace and takes prompt action in the event of reporting of such incidents. In this regard, internal complaints committees have been constituted to deal with sexual harassment complaints, if any and conduct enquires. There were no complaints received of sexual harassment during the financial year 2023-2024.

During the year under review our company gave the POSH Training to the employees and the certificate of training is available on the website of the Company.

Code of Conduct

Company has adopted Code of Conduct for its Board Members and Senior Management personnel. The code of conduct has also been posted on the official website of the Company. The declaration by the Managing Director of the Company regarding compliance with the Code of Conduct for Board Members and Senior Management is annexed with the Corporate Governance Report.

Code for Prevention of Insider Trading Practices

Your Company has formulated and adopted a Code for Prevention of Insider Trading Practices in accordance with the model code of conduct as prescribed under the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended. The code is applicable to all directors, senior employees and their dependents. The said persons are restricted from dealing in the securities of the Company during the ‘restricted trading periods' notified by the Company, from time to time. The code for prevention of Insider trading has also been posted on the official website of the Company.

Nomination and Remuneration Policy

The Company has implemented an Appointment and Remuneration Policy pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Schedule II, Part D of the Listing Regulations. Salient features of the Policy and other details have been disclosed in the Corporate Governance Report, attached to this Report.

Particulars of Employees

Disclosure with respect to the remuneration of Directors and Employees as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure-4 which forms part of this Report.

Note of Appreciation

The Directors place on record their appreciation for co-operation and support extended by the Government, RBI, Banks, SEBI, Shareholders, Bankers to issue, RTA and customers for their continued support extended to the company at all times. The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.