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)

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)

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