Divyadhan Recycling Industries Ltd

The Members, To,

Limited ("the Company" or "Divyadhan") along with the audited standalone financial statements for the financial year The Directors hereby present their 15th Annual Report on the business and operations of Divyadhan Recycling Industries ended 31st March, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

2. BRIEF The Company DESCRIPTION is mainly OF engaged THE COMPANY'S in the business WORKING of collection, DURING THE segregation, YEAR/STATE processing OF COMPANY'S recycling, AFFAIR: treatment, and disposal of various types of waste, including municipal solid waste, e-waste, construction debris, bio-medical and hazardous waste. It also operates recycling facilities and is involved in the manufacture and trading of products made from recycled materials. undertake awareness initiatives for conservation and waste reduction. The Company continues to promote sustainable practices, ensure compliance with environmental regulations, and

The financial year 2024-25 was one of the significant years in terms of growth and sustainability: compared to Revenue from Operation of Rs. 56,12,98,594/- earned in the previous year. During the year under review, the company has earned Revenue from Operation of Rs. 59,48,23,450/- as

profit Before Tax of Rs. 4,32,65,910/- earned in the previous year. During the Year under review, the Company has earned Profit Before Tax of Rs. 2,16,11,487/- as compared to after tax of Rs. 3,06,71,970/- earned in the previous year. During the Year under review, the Company has earned profit after tax of Rs. 1,53,62,254/- as compared to profit

3. DIVIDEND: During the financial year under review, your directors have not recommended any dividend to the shareholders of the Company.

4. TRANSFER TO Pursuant to provisions of Section 134(1) (j) of the Companies Act, 2013, the Company has not proposed to transferGENERAL RESERVE: any amount to the General Reserve account of the company during the year under review.

5. NATURE OF BUSINESS:

During the financial year ended 31st March, 2025, there has been no change in the Company's nature of business.

6. TRANSFER There were no amounts which were required to be transferred to the Investor Education and Protection Fund by theOF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND: Company.

7. MATERIAL In pursuance to Section 134(3) (l) of the Act, no material changes and commitments have occurred after the closureCHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY: of the Company. of the financial year to which the financial statements relate till the date of this report, affecting the financial position

8. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

During the year under review, no significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

9. DEPOSITS: During the year under review, the Company has neither invited nor accepted/ renewed any Deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

10. STATUTORY Pursuant to Section

AUDITORS: 139 of the Act read with rules made thereunder, as amended, M/s. Amarnath Sharma & Co., a term of five years beginning from the conclusion of Annual General Meeting held in year 2024 till the conclusion of Chartered Accountants (FRN No. 100300W) - Mumbai, were appointed as the Statutory Auditors of your Company for Annual General Meeting held in year 2029 (AGM).

The Board has taken note and M/s. Amarnath Sharma & Co., Chartered Accountants have confirmed their eligibility under section 141 of the Companies Act, 2013 and the Rules framed thereunder as Statutory Auditors of the company. peer review Board of the Institute of Chartered Accountants of India. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the company for the financial year ended 31st March, 2025. The notes on the Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any comments or explanations.

REMARK The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting OR DISCLAIMER MADE BY AUDITOR IN HIS REPORT: policies are self-explanatory and do not call for any further comments.

During the financial year ended 31 Section 143 (12) of the Companies Act, 2013. st March, 2025, there were no frauds reported by the Auditors to the Board under 13. DETAILS Your Company does not have any Associate Company within the meaning of Companies Act, 2013. OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Your Company does not have any Joint venture within the meaning of Companies Act, 2013. Your Company does not have any Holding Company within the meaning of Companies Act, 2013.

Your Company does not have any Subsidiary company within the meaning of Companies Act, 2013.

14. DETAILS IN RESPECT OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Board has adopted system of internal control to ensuring the orderly and efficient conduct of its business, and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial including adherence to the Company's Policies, the safeguarding of its assets, the prevention and detection of fraud disclosures. The Company is in the process of strengthening its Internal Financial Control System considering present

A) Considering the nature of business of the Company, our commitment to energy conservation is integral to ourConservation of Energy: proactively implementing a strategic, multi-faceted approach to enhance energy efficiency across our operations core business of resource recovery and aligns directly with our mission to promote a circular economy. We are and minimize our carbon footprint.

B) Technology Absorption:

Our strategic focus on energy conservation is demonstrated through investments in energy-efficient processing footprint.technology, waste heat recovery systems, and renewable energy sources, significantly reducing our operational Concurrently, our commitment to technology absorption involves the continuous evaluation, adaptation,enhanced by employee training and R&D collaborations to drive efficiency, increase material purity, and solidify and integration of advanced innovations like AI-powered sorting and data analytics, which are our leadership in sustainable resource recovery.

C) Foreign The Particulars of Foreign Exchange and Outgo for the year under review are as follows:Exchange Earnings and Outgo:

(Amount in Rs.)

16. PARTICULARSOFLOANS,GUARANTEESORINVESTMENTSUNDERSECTION186: The particulars of loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 (the "Act") during the year under review are disclosed in the Financial Statements.

17. EXTRACT As required by amended Section 134(3)(a), the annual return referred to in sub-section (3) of section 92 will beOF ANNUAL RETURN: placed on Company's website viz https://divyadhan.in/ MCA Portal. after filing the same on with Registrar of Companies (‘ROC')/ 18. CHANGES During the year under review the Company has made changes in the share capital and the details of the same are asIN SHARES: mentioned below: (a) Authorised The Authorized Share Capital of the Company is Rs. 18,09,00,000/- consisting of 1,80,00,000 Equity shares of Rs.Share Capital: 10/- each and 90,000 Preference shares of Rs. 10/- each.

52,65,357 Equity shares of Rs. 10/- each.The issued, subscribed and paid-up share capital as on 31st March, 2024 was Rs. 5,26,53,570/- consisting of of 5,26,53,57 Equity shares of Rs 10/- each to Rs. 14,30,67,140/- consisting of 1,43,06,714 Equity shares of RsDuring the year, there Issued, Subscribed & Paid up Share Capital was increased from Rs. 5,26,53,570/- consisting 10/- each, As follows: i. On 05 ratio of 1:1, i.e., one new equity shares for every existing equity share. th June, 2024, the company allotted and distributed 52,65,357 equity shares as bonus shares in the ii. On 01 inclusive of a premium were issued and allotted by way of initial public offer. st October, 2024, 37,76,000 Equity Shares of Rs. 10/-each for cash price at a price of Rs. 64/- per share

Equity Shares of Rs. 10/- and entire shares of the company were listed on NSE-SME exchange w.e.f. 04th October, 2024. (c) Buy Back The Company has not bought back any of its securities during the year under review. of Securities: (d) The Company has not issued any Sweat Equity Shares during the year under review. Sweat Equity: (e) Bonus Shares : shares in the ratio of 1:1, i.e., one new equity shares for every existing equity share. During the year, on 05th June, 2024, the company allotted and distributed 52,65,357 equity shares as bonus (f) Stock The Company Option Plan: has not provided any Stock Option Scheme to the employees.

(g) Shares The Company has not issued shares with differential rights as to dividend, voting or otherwise. with differential rights:

19. DETAILS The Company made its public offer of equity shares by way of fresh issue of equity shares in accordance with SEBIOF INITIAL PUBLIC OFFER (IPO): (ICDR) Regulations, 2018 as amended, wherein 37,76,000 Equity Shares were offered through the Initial Public Offer. The public offer was opened on 26th September, 2024 and closed on 30th September, 2024 for all applicants. The 37,76,000 equity shares were offered at an offer price of Rs. 64/- per equity Share (including a share premium of Rs.54/- per equity Share). The shares were allotted on 01st October, 2024 to the respective successful applicants under various categories as approved in consultation with the Authorized Representative of the Designated Stock Exchange viz. National Stock Exchange of India Limited. The Equity shares of the Company were listed on NSE Limited under SME segment with effect from 04th October, 2024. 20. DIRECTORS In compliance with the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions ofAND KEY MANAGERIAL PERSONNEL: statutory modifications (s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulations, 2015, the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any the composition of the Board of Directors and Key Managerial Personnel as on 31st March, 2025 is as follows:

- Nikita Gupta (DIN: 09587326) ceased to be the Director of the Company w.e.f. 1st April, 2024.

- Ankita Pratik Gupta (DIN: 10452856) ceased to be the Director of the Company w.e.f. 01st April 2024.

- Manoj Kumar (DIN: 10345101) was appointed as an additional director of the company w.e.f. 01st April, 2024.

- Manoj Kumar (DIN: 10345101) appointed / Regularized as Director w.e.f. 04 Post Financial year, there were following changes took place in the Board composition. th June, 2024.

- Manoj Kumar (DIN: 10345101) ceased to be the Director of the Company w.e.f. 28th July, 2025.

2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as perFurther, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, Regulation 17 of Listing Regulations. number of their directorship is within the limits laid down under Section 165 of the Companies Act, 2013. None of the Directors of the Company is serving as a Whole-Time Director in any other Listed Company and the 21. RETIREMENT Mr. Pratik Pramod Gupta (DIN: 06576759), Director of the Company, who retires by rotation in accordance with theBY ROTATION: provisions of Section 152 of the Companies Act, 2013 at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The detailed profile of Mr. Pratik Pramod Gupta (DIN: 06576759) has been included in the Notice convening the ensuing AGM. to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014, to the effect that they are not The Company has received consent in writing to act as directors in Form DIR-2 and intimation in Form DIR-8 pursuant disqualified under section (2) of section 164 of the Companies Act, 2013. The Board considers that his association would be immense benefit to the Company and it is desirable to avail his services as Directors. Accordingly, the Board recommends the resolution related to appointment of above directors for the approval of shareholders of the company

The Board of Directors met 10 (Ten) times during the financial year ended 31 provisions of the Companies Act, 2013 and rules made there under. The date of Board meetings are:st March, 2025 in accordance with the 01st April, 2024; 16th April, 2024; 01st June, 2024; 03rd June, 2024; 04th June, 2024; 05th June, 2024; 01st October, 2024; 14 The intervening gaps between the Meetings were within the period prescribed under the Companies Act, 2013. All theth November, 2024; 21st January, 2025; and 06th March, 2025.

Directors have attended all the meetings. The Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. Company's members were convened during the financial year ended March 31, 2025. The details of the meetings are Pursuant to the provisions of the Companies Act, 2013 and the rules framed thereunder, two General Meetings of the as follows: i. Extra-Ordinary General Meeting on 04th June, 2024 ii. Annual General Meeting on 20th September, 2024

COMPANIES (APPOINTMENT Pursuant to Section 197(12) ofAND theREMUNERATION Act read with RuleOF MANAGERIAL 5 of the CompaniesPERSONNEL) (AppointmentRULES, and2014 Remuneration of Managerial Personnel) Rules, 2014, the statement showing the names of the top ten employees, if any, in terms of remuneration drawn, along with the particulars of employees as required under the said provisions, shall be provided by the Company to any shareholder upon request.

24. MANAGEMENT The Management Discussion and Analysis Report for the Financial Year 2024-25 as required under Regulation 34 ofDISCUSSION AND ANALYSIS REPORT: the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as. Management Discussion and Analysis form an integral part of this Report which gives details of the overall industry Annexure structure, economic developments, performance, and state of affairs of the Company's various businesses. A

25. COMPLIANCE The Company complies with applicable secretarial standards issued by the Institute of Company Secretaries of India. WITH SECRETARIAL STANDARDS: 26. RISK PursuantMANAGEMENT to the provisionsPOLICY: of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk theManagement Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making.

Management-Policy.pdf The Risk Management Policy is available on: weblink https://divyadhan.in/wp-content/uploads/2024/05/Risk-

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the Company, if any, during the financial year with related parties material contract/ arrangement/ transaction with related parties.were in ordinary course of business and on arm's length basis. During the year, the company had not entered into any AOC 2 is not applicable.The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form 28. DIRECTORS' Pursuant to Section 134 (3) (c) and Section 134 (5) of the Companies Act, 2013, the board of directors, to the best ofRESPONSIBILITY STATEMENT: their knowledge and ability confirm that:

(a) proper explanation relating to material departures; in the preparation of the annual accounts, the applicable accounting standards had been followed along with (b) estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company the Directors had selected such accounting policies and applied them consistently and made judgments and 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) financial controls are adequate and were operating effectively. the Directors, had laid down internal financial controls to be followed by the company and that such internal

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

RESPONSIBILITY As the Company was not having net worth of Rupees Five Hundred Crores or more, or turnover of Rupees One Thousand INITIATIVES: required to comply with the provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of Crores or more or a net profit of Rupees Five Crores or more during the financial year 2023-24, the Company was not the CSR Committee and undertaking of Social Expenditure as required under the said Section during the financial year 2024-25.

30. VIGIL PursuantMECHANISM: to the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of mechanism under which an employee/ director of the company may report a violation of personnel policies of theBoard and its Powers) Rules, 2014, the company has framed a Whistle Blower Policy/ Vigil Mechanism providing a ensurescompany, unethical behaviour, suspected or actual fraud or violation of the code of conduct. The vigil Mechanismstandards of professionalism, honesty, integrity and ethical behaviour. The Whistle Blower Policy/ Vigil Blower-Policy.pdf Mechanism is uploaded on the Company's website: https://divyadhan.in/wp-content/uploads/2024/05/Whistle-31. DECLARATION The Company has received the Declaration of Independence from its Independent Directors i.e. Mr. Satish ChandraBY INDEPENDENT DIRECTORS: Sharma (DIN: 06644259) and Ms. Priyanka Agarwal (DIN: 08089006) as per Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 confirming that they meet the criteria of independence and there has been no change in the circumstances which may affect their status as Independent Director during the year. in Schedule IV to the Act. Based on the declarations received from the Independent Directors, the Board of Directors recorded its opinion that all the Independent Directors are independent of the management and have fulfilled the (Listing Obligations & Disclosure Requirements) Regulations, 2015. conditions as specified under the governing provisions of the Act read with the rules made thereunder and the SEBI

32. MEETING During the year under review, the Independent Directors met on November 14, 2024 inter alia, to discuss: OF INDEPENDENT DIRECTORS a) Review of the performance of the Non-Independent Directors and the Board of Directors as a whole. b) and Non- Executive Directors.Review the performance of the Chairman of the Company, taking into the account of the views of the Executive c) necessary for the Board to effectively and reasonably perform its duties. Assess the quality, content and timeliness of flow of information between the management and the Board that is

All the Independent Directors were present in the meeting.

33. FAMILIARIZATION In compliance with the requirements of the Listing Regulations, the Independent Directors have been familiarizedPROGRAM FOR INDEPENDENT DIRECTORS aboutpresentations on the vision and mission of the Company, the Company by the functional heads of various departments of the Company which includes detailed 34. BOARD Pursuant to Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 andEVALUATION: individual Directors, Board, its committees including the Chairman of the Board who were evaluated on parametersSection 134(3)(p) of the Companies Act, 2013, a separate exercise was carried out to evaluate the performance of the Company.such as level of engagement and contribution and independence of judgement thereby safeguarding the interests of Directors. The board also carried out annual performance evaluation of the working of its committees. The DirectorsThe performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent expressed their satisfaction with the evaluation process.

35. PursuantSECRETARIAL to requirementAUDIT: of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Practicing Company Secretaries (COP: 19650), to undertake the Secretarial Audit and to provide Annual SecretarialRemuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. Ainesh Jethwa & Associates, M/s Ainesh Jethwa & Associates, Practicing Company Secretaries and is attached herewith asCompliance Report of the company for the financial year 2024-25. Secretarial Audit Report in Form MR-3 is given by

The observations referred to in the Secretarial Audit Report ( Annexure B. comments or explanations. MR-3) are self-explanatory and do not call for any 36. INTERNAL Pursuant toAUDIT: the provision of Section 138 of the Companies Act, 2013 and rules made thereunder, the Board has appointed Mr. Mohd Altamas, an employee of the Company as an Internal Auditor of the Company the for financial year 2024-25. 37. COST AUDIT:

As per the Cost Audit Rules and/or Orders, Cost Audit was not applicable to the Company for the financial year ended on 31st March, 2025.

38. COMMITTEES The Board receives regular communication regarding policy-related issues as well as other pertinent and importantOF THE BOARD AND MEETINGS: Remuneration Committee, and the Stakeholder Relationship Committee, to look into various aspects for which they information. Your board currently has three (3) committees, namely the Audit Committee, the Nomination and have been established in order to provide better corporate governance and transparency. The terms of reference of these committees are in line with Act.

- Audit The Audit Committee of the Board of Directors was constituted with the requirement of the Section 177 of the Act.

During the year under review, meetings of the Audit Committee were held i.e. on 1st June, 2024; 3rd June, 2024, 7th September, 2024, 14 one hundred and twenty days.th November, 2024 and 6th March, 2025. The intervening gap between two meetings did not exceed The details of the Audit Committee meetings attended by its members during FY 2024-25 are given below:

- Nomination The Company has constituted a Nomination and Remuneration Committee pursuant to the provisions of Section 178and Remuneration Committee of the Act.

During the year under review, Three meeting of the Nomination and Remuneration Committee were held i.e. on 1st June, 2024; 3 The details of the Nomination and Remuneration Committee meetings attended by its members during FY 2024-25 rd June, 2024 and 21st January, 2025. are given below:

- Stakeholders The Company has constituted a Stakeholders Relationship Committee pursuant to the provisions of Section 178(3) ofRelationship Committee the Act.

During the year under review, one meeting of the Stakeholders Relationship Committee was held i.e. on 1st June, 2024 and 1 The details of the Stakeholders Relationship Committee meetings attended by its members during FY 2024-25 arest October, 2024 . given below:

- CSR Committee The provision of Section 135 (CSR Committee) of the Companies Act, 2013 and the rules made there under were not applicable to the Company and hence the Company has not formulated committee during the financial year under review.

AND In accordance with the provision of the Sexual Harassment of Women at the Workplace (prevention, prohibition and REDRESSAL) ACT, 2013 READ WITH ALLIED RULES: Redressed) Act, 2013 internal complaints committee (ICC) has been set up to redress complaints. However, ICC has not received any complaint during the year.

40. CORPORATE Pursuant to RegulationGOVERNANCE 15(2)REPORT: of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply, in respect of –(a) rupees twenty-five crore, as on the last day of the previous financial year. listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding

(b) listed entity which has listed its specified securities on the SME Exchange.

Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate

2024-25.

41. IBC There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code).CODE & ONE-TIME SETTLEMENT:

There has not been any instance of one-time settlement of the Company with any bank or financial institution.

42. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR: Female 6

43. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

The company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible women supporting working mothers and promoting a gender-inclusive workspace. employees have been extended the benefits as prescribed under the Act. The company remains committed to

44. ACKNOWLEDGEMENTS: We take this opportunity to thank the employees for their dedicated service and contribution to the Company. We also thank our business associates and shareholders for their continued support to the Company.