The Directors of your Company with immense pleasure, presenting the 12th Annual Report on the business and operation of the company together with Audited Financial Statements of Accounts and the
Auditors Report of your Company for the Financial Year ended on 31st March, 2025.
1. COMPANY PERFORMANCE
FINANCIAL HIGHLIGHTS
5. The summarized performance of the Company for the financial year 2024-25 is as under:
(Amount in Lakhs)
|
Particulars
|
Standalone
|
Consolidated
|
|
Year ended 31.03.2025
|
Year ended 31.03.2024
|
Year ended 31.03.2025
|
Year ended 31.03.2024
|
Revenue from operations
|
12197.13
|
7548.78
|
14983.20
|
10093.18
|
Other Income
|
218.77
|
111.20
|
135.25
|
14.44
|
Profit for the period (Before Financial Expenses, Depreciation and Tax)
|
1379.55
|
1096.80
|
1476.77
|
1148.07
|
Less: - Finance Cost
|
112.87
|
83.88
|
161.81
|
117.07
|
- Depreciation and Amortization expense
|
120.29
|
99.98
|
136.62
|
117.06
|
Less: Exceptional items
|
0.00
|
7.33
|
0.00
|
7.33
|
Profit/(Loss) before Tax
|
1146.39
|
905.61
|
1178.34
|
906.61
|
Less: Tax expense
|
|
|
|
|
- Current Tax
|
240.81
|
179.53
|
283.21
|
216.65
|
- Deferred Tax
|
26.72
|
8.97
|
16.25
|
8.97
|
- Earlier Year Tax Adjustment
|
38.21
|
2.36
|
32.94
|
2.36
|
Profit After Tax
|
840.65
|
714.74
|
845.94
|
678.62
|
Earnings Per Share (Basic)
|
3.68
|
4.24
|
3.70
|
4.03
|
Earnings Per Share (Diluted)
|
3.68
|
4.24
|
3.70
|
4.03
|
Standalone
• The revenue from operations of the Company for FY 24-25 stood at Rs. 121.97 Crore as against Rs. 75.48 Crore for FY 23-24 showing an increase of 61.57.%.
• The EBIDTA (before exceptional items) increased by 25.78% from Rs. 10.96 Crore in FY 23-24 to Rs.13.79 Crore in FY24-25.
• Profit after Tax increased by 17.61% from Rs. 7.14 Crore in FY 2023-24 to Rs. 8.40 Crore in FY 24-25.
• The net worth of the Company increased to Rs. 88.79 Crore at the end of FY 24-25 from Rs.35.35 Crore at the end of FY 2023-24.
Consolidated
• The Consolidate revenue from operations of the Company for FY 24-25 stood at Rs. 149.83 Crore as against Rs. 100.93 Crore for FY 23-24 showing an increase of 48.45%.
• The Consolidated EBIDTA (before exceptional items) increased by 28.57% from Rs. 11.48 Crore in FY 23-24 to Rs.14.76 Crore in FY24-25.
• Consolidated Profit after Tax increased by 24.63% from Rs. 6.78 Crore in FY 2023-24 to Rs. 8.45 Crore in FY 24-25.
• The Consolidated net worth of the Company increased to Rs. 88.79 Crore at the end of FY 2425 from Rs.35.30 Crore at the end of FY 2023-24.
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.
2. DIVIDEND
To strengthen the financial position of the Company and In view of requirements of the funds for working capital your directors do not recommend declaring any dividend for the financial year 2024-25.
3. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
4. TRANSFER TO RESERVES
During the financial year under review, your Company has a profit of Rs. 840.65 Lakhs, and such amount is proposed to be transferred to the Profit & Loss Account under the head Reserves & Surplus.
5. CHANGES IN NATURE OF BUSINESS
3. There is no change in nature of business carried on by the company.
6. CHANGES IN SHARE CAPITAL STRUCTURE OF THE COMPANY
A. Authorized Capital and Changes thereon, if any: The Authorized Capital of the Company is Rs. 25,00,00,000 (Rupees Twenty Five Crore) divided into 2,50,00,000 (Two Crore Fifty Lac) equity shares of Rs. 10/- (Rupees Ten Only) each.
B. Issued, Subscribed and Paid-Up Share Capital and Changes thereon, if any: The
Issued, Subscribed and Paid-up capital is Rs. 22,86,75,150/- (Rupees Twenty Crores Eighty Six Lakh Seventy Five Thousand One hundred and Fifty only) divided into 2,28,67,515 (Two Crore Twenty Eight Lakh Sixty Seven Thousand Five Hundred and Fifteen) equity shares of Rs. 10/- (Rupees Ten Only) each.
During the year, the Company had allotted Shares by way of following issues:
|
S. No.
|
Type of Issue
|
Type of Shares
|
Number of Shares Issued
|
Total Amount (Face Value @ Rs.10/- per share)
|
1.
|
Initial Public Offer*
|
Equity Shares
|
60,24,000
|
6,02,40,000
|
During the year, your Company came up with the Initial
The proceeds of the Initial Public Offer have been utilized by the company upto the period ended as on 31.03.2025 as under:
(Amount in Lakhs)
|
S. No.
|
Purpose
|
Proposed utilisation of proceeds of IPO
|
Actual utilisation from the IPO Proceeds till 31/03/2025
|
1.
|
Funding the Capital Expenditure requirements of our subsidiary i.e. Techeco Waste Management LLP, towards setting up of a new Factory unit at Nashik.
|
1120.00
|
700.00
|
2
|
To Meet Working Capital Requirement
|
2200.00
|
2026.50
|
3
|
General Corporate Purpose
|
1183.06
|
776.00
|
4
|
Issue Expenses
|
617.34
|
617.66
|
* On September 9, 2024 pursuant to applicable provisions of the Companies Act and special resolution passed by the members in their Extra Ordinary General Meeting held on September 17, 2023, and in principle approval of National Stock Exchange of India Limited (NSE) Company made allotment of 60,24,000 equity shares of face value of Rs. 10 each at an issue price of Rs. 85/- per equity share (including share premium of Rs. 75/- per equity share).
Hence, the Issued, Subscribed and Paid-Up Share Capital of the Company as on date is increased from Rs. 16,84,35,150/- (Rupees Sixteen Crore Eighty-Four Lakh Thirty-Five Thousand One Hundred Fifty Only) divided into 16843515 (One Crore Sixty-Eight Lakh Forty-Three Thousand Five Hundred Fifteen) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 22,86,75,150/- (Rupees Twenty-Two Crores Eighty-Six Lakh Seventy-Five Thousand One Hundred Fifty Only) divided into 22867515 (Two Crore Twenty-Eight Lakh Sixty-Seven Thousand Five Hundred Fifteen) Equity Shares of Rs. 10/- (Rupees Ten Only).
7. LISTING OF SHARES9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the financial year under review, your Company did not have any, joint venture and / or associate company. However, it has a wholly owned Subsidiary “Techeco Waste Management LLP” in which the Company holds 99.99% stake, therefore pursuant to first proviso to subsection (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 Form AOC-1 is attached as Annexure-1. The Consolidated Financial
Public Offering (IPO) and got listed on NSE Emerge platform and was able to successfully secure the high subscription.
The Shares of the Company were listed on National Stock Exchange SME platform, Mumbai on 11th September, 2024. The Company has paid the annual listing fee for the financial year 2024-25. The Equity Shares of the Company has the electronic connectivity under ISIN No. INE08NZ01012. To provide service to the Shareholders, the Company has appointed M/s. Maashitla Securities Private Limited, 451, Krishna Apra Business Square, Netaji Subhash Place, Pitampura, Delhi-110034 as Registrar and Share Transfer Agent (RTA) of the Company for existing physical certificates and allied Services for its Members / Investors and for Electronic Connectivity with both the depositories i.e. NSDL and CDSL.
8 DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO)
Statements are also annexed with the Financial Statements of the Company.
10 . BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the period under review, the Board of Directors of the Company duly constituted as per provisions of Companies Act, 2013.
Composition of Board of Directors:
The Board of Directors of Namo Ewaste Management
Limited is an optimum combination of Executive, Non-Executive Directors and Independent Directors. As on 31st March, 2025, The Board of company consists of Five (5) Directors. The composition and category of Directors is as follows:
|
S. No.
|
Name of Director
|
Designation
|
DIN
|
1.
|
Mr. Akshay Jain
|
Chairman cum Managing Director
|
06763819
|
2.
|
Mr. Parikshit Satish Deshmukh
|
Whole Time Director
|
08264308
|
3.
|
Mr. Ujjwal Kumar
|
Non-Executive Director
|
08151157
|
4.
|
Mr. Saurabh Shashwat
|
Independent Director
|
10074130
|
5.
|
Ms. Rojina Thapa
|
Independent Director
|
10362834
|
Key Managerial Personnel (KMP):
|
S. No.
|
Name of KMP
|
Designation
|
1.
|
Mr. Akshay Jain
|
Chairman cum Managing Director
|
2.
|
Mr. Parikshit Satish Deshmukh
|
Whole Time Director
|
3.
|
Mr. Sanjeev Kumar Srivastava
|
Chief Executive Officer
|
4.
|
Mr. Rajesh Tripathi
|
Chief Financial Officer
|
5.
|
Ms. Kumud Mittal
|
Company Secretary & Compliance Officer
|
There were some changes in the composition of Board/KMP during the year and before the finalisation of the Board Report:
|
Sr. No.
|
Name
|
Date of Appointment/ Change/Cessation
|
Particulars
|
1.
|
Mr. Sandeep Agarwal
|
November 18, 2024
|
Resignation from the post of CFO
|
2.
|
Ms. Sarita
|
November 13, 2024
|
Resignation from the post of Company Secretary & Compliance Officer
|
3.
|
Mr. Rajesh Tripathi
|
November 18, 2024
|
Appointed at the post of CFO
|
4.
|
Ms. Kumud Mittal
|
December 02, 2024
|
Appointed at the post of Company Secretary & Compliance Officer
|
Retirement by Rotation:
Pursuant to the provisions of section 152(6) and other applicable provisions of the Companies Act, 2013, Mr. Parikshit Satish Deshmukh (DIN:08264308), Whole Time Director, being longest in the office retires by rotation and being eligible to get re-appointed as Whole Time Director of the company in the ensuing AGM of the company. Accordingly, requisite resolution shall form part of the Notice convening the AGM.
11. MANAGEMENT DISCUSSION & ANALYSIS:
In terms of Regulation 34(2)(e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management’s Discussion and Analysis Report (MDA) which forms part of this Annual Report is annexed as “Annexure-2”.
12. DISCLOSURE OF PARTICULARSOF EMPLOYEES AS REQUIRED UNDER RULE 5 (2) OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
Details of particulars of employees as required under rule 5 (2) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed in “Annexure-3”.
13. MEETINGS HELD DURING THE YEAR
x Meetings of Board of Directors
During the Financial Year 2024-25, the Company held Seventeen (17) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings:
ii. Meetings of Committees and Their Constitution:
The Board of Directors has constituted Three Committees, viz.;
A. Audit Committee
The Audit Committee was constituted on November 24, 2023. The Constitution, composition and functioning of the Audit Committee also meets with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company.
Terms of Reference
The terms of reference of the Audit Committee are
as under:
1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:
A. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of subsection 3 of section 134 of the Companies Act, 2013;
B. Changes, if any, in accounting policies and practices and reasons for the same;
C. Major accounting entries involving estimates based on the exercise of judgment by management;
D. Significant adjustments made in the financial statements arising out of audit findings;
EE. Compliance with listing and other legal requirements relating to financial statements;
F. Disclosure of any related party transactions;
G. Modified opinion(s) in the draft audit report.
5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval.
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the Board to take up steps in this matter.
7. Review and monitor the auditor’s independence, performance and effectiveness of audit process.
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments.
16. Valuation of undertakings or assets of the company, wherever it is necessary.
11. Evaluation of internal financial controls and risk management systems.
18. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
19. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
10. Discussion with internal auditors any significant findings and follow up there on.
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
12. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non - payment of declared dividends) and creditors.
18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.
15. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board.
16. Approval of appointment of CFO (i.e., the wholetime Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
11. To investigate any other matters referred to by the Board of Directors. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
18. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc, on the listed entity and its shareholders.
The Audit Committee also reviews the following
information:
a. Management discussion and analysis of financial condition and results of operations;
b. Management letters / letters of internal control weaknesses issued by the statutory auditors;
c. Internal audit reports relating to internal control weaknesses; and
d. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.
e. Statement of deviations:
i. Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
iii Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).
B. Nomination and Remuneration Committee
The Nomination and Remuneration Committee was constituted on November 24, 2023. The Constitution, composition and functioning of the Nomination and Remuneration Committee also meets with the requirements of Section 178(1) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Terms of Reference
The terms of reference of the “Nomination & Remuneration Committee” are as under:
The terms of reference of the Nomination and Remuneration Committee as per Regulation 19 and Part D of Schedule II of SEBI Listing Regulations and Companies Act, 2013 shall be as under:
1. formulating the criteria fordetermining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;
2. for the appointment of an independent director, the committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of
the role and capabilities required of an independent director. The person recommended to the board of directors of the Company for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
ac. use the services of external agencies, if required;
bd. consider candidates from a wide range of backgrounds, having due regard to diversity; and
ce. consider the time commitments of the candidates.
f3. . formulation of criteria for evaluation of the performance of independent directors and the Board;
4. devising a policy on diversity of our Board;
5. identifying persons, who are qualified to become directors or who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying out evaluation of every director’s performance;
65 . determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;
7 . recommending remuneration of executive directors and any increase therein from time to time within the limit approved by the members of our Company;
8. recommending remuneration to non-executive directors in the form of sitting fees for attending meetings of the Board and its committees, remuneration for other services, commission on profits;
9 . recommending to the Board, all remuneration, in whatever form, payable to senior management;
10. performing such functions as are required to be performed by the compensation committee under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended;
11. engaging the services of any consultant/ professional or other agency for the purpose of recommending compensation structure/policy;
12. analyzing, monitoring and reviewing various human resource and compensation matters;
13. reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;
14. framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including:
a. The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; or
b. The SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended; and
15. performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing Regulations, Companies Act, each as amended or other applicable law.
C. Stakeholders Relationship Committee
The Stakeholder’s Relationship Committee was constituted on November 24, 2023. The Constitution, composition and functioning of the Stakeholder’s Relationship Committee also meets with the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Terms of Reference
The terms of reference of the Stakeholders’ Relationship Committee are as under:
The terms of reference of the Stakeholders Relationship Committee as per Regulation 20 and Part D of Schedule
II of SEBI Listing Regulations, 2015 and Companies Act, 2013 shall be as under:
1. Consider and resolve grievances of security holders of the Company, including complaints related to transfer/transmission of shares, non-
receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;
2. Review of measures taken for effective exercise of voting rights by shareholders;
3. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar and Share Transfer Agent;
4. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;
5. Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;
6. To approve, register, refuse to register transfer or transmission of shares and other securities;
7. To issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company;
8. To approve the transmission of shares or other securities arising as a result of death of the sole/ any joint shareholder;
9. To dematerialize or rematerialize the issued shares;
10. Ensure proper and timely attendance and redressal of investor queries and grievances;
11. Carrying out any other functions contained in the Companies Act, 2013 and/or equity listing agreements (if applicable), as and when amended from time to time; and
12. To perform such functions as may be delegated by the Board and to further delegate all or any of its power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s).
13. Such terms of reference as may be prescribed under the Companies Act, 2013 and SEBI Listing Regulations or other applicable law
14. DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013 read with schedules and rules issued thereunder. They have also confirmed that they meet the requirements of “Independent Director” as mentioned under Regulation 16(1)(b) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.
15 . BOARD EVALUATION
7. Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 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, including the Chairperson of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.
16. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, to the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors hereby confirm that:
a. In the preparation of the Annual Accounts, the applicable Accounting Standards has been followed along with proper explanations relating to material departures, if any;
Nb.. They have selected such Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2025 and of the profit and loss of the company for that period;
c. To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of 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 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. R. There is a proper system to ensure
compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
17. WEBLINK FOR ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013, the weblink for perusal of annual return of the Company is as follow: Website Link: https:// namoewaste.com/annual-reports/
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans or guarantees and Investments in any other Company in terms of Section 186 of the Companies Act, 2013, are as per the Audited Financial Statements for the financial year ended 31st March, 2025 read with notes on accounts forming part of the financial statements.
19. AUDITORS• STATUTORY AUDITORS
Pursuant to the provisions of section 139 of the Act, M/s. Anuj Santosh Gupta & Co., Chartered Accountants (FRN:041609N) were appointed as the Statutory Auditors of the Company, for a term of five years, to hold office from the conclusion of the 12th AGM till the conclusion of the 17th AGM.
Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under, the Company has received certificate from the Auditors along with peer review certificate, that they are eligible to continue with their appointment and that they are not disqualified in any manner whatsoever from continuing as Statutory Auditors.
There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors.
• SECRETARIAL AUDITOR
Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the board of directors of the company on recommendation of Audit Committee, at their meeting held on 13.11.2024 had appointed M/s P C. Jain & Co. Practicing Company Secretary having Certificate of Practice No. 3349 and Membership No. F4103 as a secretarial auditor to conduct the Secretarial Audit for the Financial Year 2024-25.
The Board in its meeting dated August 13, 2025 has re-appointed M/s P. C. Jain & Co. (C.P No. 3349), Company Secretaries as Secretarial Auditor of the Company to carry out Secretarial Audit of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30.
The Secretarial Audit Report issued in form MR-3 by M/s P C. Jain & Co. (C.P No. 3349), Company Secretaries in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2025. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
The Secretarial Audit Report issued in form MR-3 is annexed as “Annexure-4”.
The observations and comments, if any, appearing in the secretarial audit report are self-explanatory and do not call for any further explanation/ clarification.The secretarial auditor report does not contain any qualification, reservation or adverse remark
• INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013 & the rules made there under (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), the board of directors of the company on recommendation of Audit Committee, at their meeting held on 11.03.2025 had appointed CA Saket Agarwal (having Membership No. 439183), Chartered Accountants, as Internal Auditors to conduct Internal Audit for the financial year 2024-25 & 2025-26.
20. COST AUDIT
Central Government has notified rules for Cost Audit and as per new Companies (Cost Records and Audit) Rules, 2014 issued by Ministry of
Corporate Affairs, Cost audit report for the FY 2024-25 is not applicable to the Company.
21. PREVENTION OF INSIDER TRADING:
Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 and amendments thereto, the company has in place a code of conduct to regulate, monitor and report trading by insider for prohibition of Insider trading in the shares of the Company. The code inter alia prohibits purchase/ sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when trading window is close. The company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and said code in available on company’s website and can be assessed at https://namoewaste.com/ policies-2/
22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments made by directors affecting financial position of the company which have occurred after end of the financial year and upto the date of this report except which are relating to execution of ongoing expansion project of the company.
23. ENERGY CONSERVATION,
TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND 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, up gradation of existing technology and capability development in the critical areas of current and future growth.
Foreign Exchange Earnings and Outgo:
The details of the Foreign Exchange Earnings and Outgo are as follows:
(Amount in Lakhs)
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Particulars
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FY 2024-25
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FY 2023-24
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Foreign Currency Earnings
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1197.99
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106.03
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Foreign Exchange Outgo
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232.37
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7.08
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24. 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 financial year 2024-25, 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 into by the Company during the year under review, are disclosed under Note No. 34 of the Notes to the Standalone Financial Statements for the year ended March 31,2025.
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the company has in place a policy on prevention of sexual harassment at work place.
The Company has constituted the Internal Complaint Committee (ICC) under Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to consider and resolve the complaints related to sexual harassment. The ICC includes Mrs. Kumud Mittal as Presiding Officer, Mrs. Payal, Mr. Rajesh Tripathi and Ms. Smita Ahuja as members. The Company regularly conducts awareness programmes for its employees.
The following is the summary of sexual harassment complaints received and disposed off during the year:
The Company’s Policy on Related Party Transactions is disclosed on the website of the Company athttps://namoewaste.com/policies-2/
25. RISK MANAGEMENT
The Board of Directors of the Company identify, evaluate business risks and opportunities. The Directors of the Company take pro-active steps to minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. Presently no material risk has been identified by the directors except of general business risks, for which the Company is leveraging on their expertise and experience.
26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
S. No.
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Particulars
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Status of the No of complaints received and disposed off
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1.
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Number of complaints on sexual harassment received
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Nil
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2.
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Number of complaints disposed off during the year
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Nil
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3.
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Number of cases pending for more than ninety days
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Not Applicable
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4.
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Number of workshops or awareness programme against sexual harassment carried out
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The Company regularly conducts awareness programmes for its employees.
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5.
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Nature of action taken by the employer or district officer
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Not Applicable
|
27. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company had adopted ‘Whistle Blower Policy’ for Directors and employees. A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Board of Directors in exceptional
cases. The Board will periodically review the functioning of Whistle Blower Mechanism.
During the Financial Year under review, no whistle blower event was reported and mechanism functioning well. No personnel have been denied access to the Chairperson of Audit Committee. The policy is available on the website of the company at https://namoewaste.com/policies-2/
28. COMPLIANCE OF SECRETARIAL STANDARDS
The Board confirms that it has complied with the Secretarial Standards -1 & 2 issued by the
Institute of Company Secretaries of India to the extent applicable to the Company.
29. CORPORATE SOCIAL RESPONSIBILITY
Your Company is committed to society for improving the quality of life of the communities we serve. The Company intends to be a significant contributor to CSR initiatives by devising, implementing, and contributing to projects focused on education, enhancement of livelihood, equality, environmental sustainability, and socio-cultural development in the areas where it operates.
The CSR Amount spent is approved by the Board of Directors, as per the Corporate Social Responsibility Policy of the Company. A Report on Corporate Social Responsibility are attached as “Annexure-5” to this Board Report.
The Chief Financial Officer of the Company has certified that the funds disbursed have been utilized for the purpose and in the manner approved by the Board for FY 2024-25.
30. DETAILS OF DEPOSITS
During the year under review, your Company did not accept or renewed 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 and there remains no unpaid or unclaimed deposit with the Company at the end of financial year.
31. REPORTING OF FRAUDS BY24. AUDITORS
25. For the Financial year 2024-25, the Statutory Auditor has not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.
32. REGULATORY ACTION
There are no significant and material orders passed by the regulators or courts or tribunals that could impact the going concern status and operations of the company in future.
33. CORPORATE GOVERNANCE
The Company has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws,
rules and regulations. The Company’s Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making.
35. Your Company is committed to achieving and adhering to the highest standards of Corporate Governance. However, the provisions of Corporate Governance are not applicable to the Company pursuant to Regulation read with Regulation 15(2) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 As the equity shares of the company are listed on Emerge SME Platform of NSE
34. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
40. The Company has proper and adequate systems of internal control to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition, and that transactions are authorised, recorded, and reported correctly. The internal control system is supplemented by extensive programme of internal audit, review by management, and documented policies, guidelines and procedures.
35. BUSINESS RESPONSIBILITY43. REPORTING
44. The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your company for the financial year 2024-25.
36. OTHER DISCLOSURES
i. During the financial year, the Company has not issued any equity share with differential rights.
ii. The company has not issued any sweat equity shares.
iii. There was no commission paid by the company to its managing director or wholetime directors, so no disclosure required in pursuance to the section 197(14) of The Companies Act, 2013.
37. ACKNOWLEDGEMENT
The Board of Directors of your Company wishes to
express gratitude for the co-operation, guidance and support received from various Ministries and Departments of the Government of India, the State Government, Local Authorities, and other agencies.
The Board of Directors would like to thank the shareholders and the investors for their continued support.
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