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DIRECTOR'S REPORT

Namo eWaste Management Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 633.66 Cr. P/BV 6.14 Book Value (₹) 45.10
52 Week High/Low (₹) 319/134 FV/ML 10/1600 P/E(X) 44.16
Bookclosure EPS (₹) 6.28 Div Yield (%) 0.00
Year End :2026-03 

The Directors of your Company with immense pleasure, presenting the 13th 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, 2026.

1. Company Preference Financial Highlights

The summarized performance of the Company for the financial year 2025-26 is as under:

(Amount in Lakhs.)

Particulars

Consolidated

Standalone

Year ended

Year ended

Year ended

Year ended

31.03.2026

31.03.2025

31.03.2026

31.03.2025

Revenue from operations

19459.33

14983.20

13859.22

12197.13

Other Income

53.75

135.25

248.12

218.77

Profit for the period (Before Financial Expenses, Depreciation and Tax)

2310.16

1476.77

2048.80

1379.55

Less:

- Finance Cost

112.32

161.81

68.07

112.87

- Depreciation and Amortization expense

196.16

136.62

125.15

120.29

Less: Exceptional items

0.00

0.00

0.00

0.00

Profit/(Loss) before Tax

2001.68

1178.34

1855.58

1146.39

Less: Tax expense

- Current Tax

464.15

283.21

388.26

240.81

- Deferred Tax

97.97

16.25

28.71

26.72

- Earlier Year Tax Adjustment

4.43

32.94

3.50

38.21

Profit After Tax

1435.13

845.94

1435.11

840.65

Earnings Per Share (Basic)

6.28

3.70

6.28

3.68

Earnings Per Share (Diluted)

6.28

3.70

6.28

3.68

The Company delivered another strong financial year performance, reflecting the strength of its business model, disciplined execution, and the growing formalization of India’s e-waste and battery recycling ecosystem. The strong profitability improvement was driven by better operational efficiencies, improved product mix, and tighter cost optimization across operations. During the year, the Company expanded installed recycling capacity to approximately 82,000 metric tons per annum across e-waste and battery recycling operations. Key Financial highlights are as follows:

Consolidated

• The Consolidate revenue from operations of the Company for FY 25-26 stood at Rs. 194.59 Crore as against Rs. 149.83 Crore for FY 24-25 showing an increase of 29.87%.

• The Consolidated EBIDTA (before exceptional items) ll increased by 56% from Rs. 14.76 Crore in FY 24-25

to Rs. 23.1 Crore in FY25-26.

• Consolidated Profit after Tax increased by 70% from Rs. 8.46 Crore in FY 2024-25 to Rs. 14.35 Crore in FY 25-26.

• The Consolidated net worth of the Company increased to Rs.103.14 Crore at the end of FY 2526 from Rs.88.79 Crore at the end of FY 2024-25.

Standalone

• The revenue from operations of the Company for FY 25-26 stood at Rs. 138.59 Crore as against Rs. 121.97 Crore for FY 24-25 showing an increase of 13.63.%.

• The EBIDTA (before exceptional items) increased by 48.51% from Rs. 13.79 Crore in FY 24-25 to Rs.20.48 Crore in FY25-26.

• Profit after Tax increased by 70.96% from Rs. 8.40 Crore in FY 2024-25 to Rs. 14.36 Crore in FY 25-26.

• The net worth of the Company increased to Rs. 103.14 Crore at the end of FY 25-26 from Rs. 88.79

^ Crore at the end of FY 2024-25.

Expansions

• Nasik lithium-ion battery recycling and refurbishment plant (12,240 MT) commenced operations

H successfully, strengthening presence of Namo in the fast-growing battery recycling segment.

• Company’s Hyderabad facility (25000 MT), strategically located in the Telangana electronic manufacturing cluster, is progressing well and is expected to become operational in Q2 FY27. This facility will significantly improve Namo’s access to South India’s growing electronics and IT ecosystem while reducing reverse logistics costs.

• Palwal e waste plant capacity enhanced to 32,000 MT.

• Hydromet plant for blackmass processing (recovery of Li, Co, Ni) is underway and Company’s target to complete it by Q4.

Today, Namo eWaste operates through four recycling plants and 26 plus collection centers across India, serving over 300 clients across 105 recycling categories. I As of March 2026, we have recycled over 86 million kilograms of e-waste, including more than 3.8 crore mobile devices and nearly 6 lakh laptops, reinforcing our position as one of India’s leading formal recyclers.

2. Dividend

Considering the Company’s future funding requirements, business expansion plans, and the objective of strengthening its financial position, the Board has not recommended any dividend on equity shares for the financial year ended March 31,2026.

The Company continues to focus on long-term value creation for its shareholders through sustainable business growth.

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. 1435.11 Lakhs, and such amount is proposed to be transferred to the Surplus under the head Reserves & Surplus.

5. Changes in nature of Business

There is no change in nature of business carried on by the company.

6. | Changes in Share Capital Structureof the company

i. 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.

ii. 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, there is no change in Authorized Capital and Issued, Subscribed and Paid-Up Share Capital.

±.

Details of utilization of funds raised through Initial Public Offer (IPO)

During the year, the proceeds of the Initial Public Offer have been fully utilized by the company upto the period ended as on 30.09.2025 as under:

Sr.no

Purpose

Proposed utilization of proceeds of IPO (In Lakh)

Actual utilization from the IPO Proceeds (In Lakh)

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

1120.00

2

To Meet Working Capital Requirement

2200.00

2200.00

3

General Corporate Purpose

1183.06

1183.06

4

Issue Expenses

617.34

617.66

8.| 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 Statements are also annexed with the Financial Statements of the Company.

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, 2026, The Board of company consists of Six (6) Directors. The composition and category of Directors is as follows:

Sr.no

Name of Director

Designation

DIN

1

Mr. Akshay Jain

Managing Director

06763819

2

Mr. Naresh Kumar Jain (Appointed w.e.f. 10.03.2026)

Non-Executive Director

00014986

3

Mr. Parikshit Satish Deshmukh

Whole Time Director

08264308

4

Mr. Ujjwal Kumar

Non-Executive Director

08151157

5

Ms. Rojina Thapa

Independent Director

10362834

6

Mr. Vikram Grover (Appointed w.e.f. 10.03.2026)

Independent Director

09692781

Key Managerial Personnel (KMP):

Sr.no

Name of KMP

Designation

1

Mr. Akshay Jain

Managing Director

2

Mr. Parikshit Satish Deshmukh

Whole Time Director

3

Mr. Sanjeev Kumar Srivastava

Chief Executive Officer

4

Mr. Rajesh Tripathi (Resigned w.e.f. 31.05.2026)

Chief Financial Officer

5

Ms. Kumud Mittal

Company Secretary & Compliance Officer

Appointment and Cessation:

During the year, the Board of Directors on the recommendation of Nomination & Remuneration Committee, at their meeting held on Tuesday, 10th March, 2026, had appointed Mr. Naresh Kumar Jain (DIN: 00014986) as an Additional Director in the category of Non-Executive Non-Independent Director w.e.f March 10, 2026, and shall be liable to retire by rotation. The Board also designated Mr. Jain as Chairman of the Company as his extensive understanding of the non-ferrous metals industry would add value and provide meaningful insights to the Company.

Further, During the financial year, Mr. Saurabh Shashwat (DIN: 10074130) has rendered his resignation and ceased to be the Non-Executive Independent Director of the Company with effect from the close of business hours on March 9, 2026. Consequently, he ceased to be a member in the various committees of the Board of Directors of the Company. The Board praised his valuable guidance and contribution to the Company during his association with the Company.

With a view to broad base the Board and to fill the vacancy created on the Board due to resignation of Mr. Saurabh Shashwat, the Board of Directors on the recommendation of Nomination & Remuneration Committee, at their meeting held on Tuesday, 1 0th March, 2026, had appointed Mr. Vikram Grover (DIN: 09692781) as an Additional Director in the category of Non-Executive Independent Director w.e.f March 10, 2026, for the first term of five consecutive years and shall not be liable to retire by rotation.

Retirement by Rotation:

Pursuant to the provisions of section 152(6) and other applicable provisions of the Companies Act, 2013, Mr. Ujjwal Kumar (DIN:08151157), Non-Executive Director, being longest in the office retires by rotation and being eligible to get re-appointed as Non-Executive Director of the company in the ensuing AGM of the company. Accordingly, requisite resolution shall form part of the Notice convening the AGM.

Brief profile of the Directors proposed to be appointed/ reappointed as required under Regulation 36(3) of the SEBI Listing Regulations, 2015 and Secretarial Standards issued by ICSI, are provided in the Notice of 13th AGM of the Company.

Resignation & Appointment of Chief Financial Officer

Subsequent to the close of the Financial Year ended March 31,2026, Mr. Rajesh Tripathi, Chief Financial Officer (CFO) of the Company, tendered his resignation from the position of CFO due to personal reasons w.e.f May 31, 2026, which was accepted by the Board of Directors in their meeting held on August 18th, 2026.

The Board places on record its sincere appreciation for the valuable contributions and services rendered by Mr.

Rajesh Tripathi during his tenure with the Company and wishes him success in all future endeavors.

Consequent upon the resignation of Mr. Rajesh Tripathi from the position of Chief Financial Officer of the Company, the Board of Directors appointed Mr. Arvind Jain as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from August 18, 2026 pursuant to the provisions of Section 203 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board places on record its confidence that Mr. Arvind Jain's extensive experience and financial expertise will significantly contribute to the continued growth and effective financial management of the Company.

10.| Management Discussion and 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”.

11] Disclosure of Particulars of

Employees as required under Rule 5 (2) of the Companies (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”.

12.| Meetings held during the Year

I. Meetings of Board of Directors

During the Financial Year 2025-26, the Company held Four (4) 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:

Sr.no

Date of Meeting

Board

Strength

No. of

Directors

Present

1

28.05.2025

5

5

2

13.08.2025

5

5

3

10.11.2025

5

5

4

10.03.2026

6

6

Number of meetings attended by each director during the year:

Sr.no

Name of Director

Meetings of Board

No. of meetings which were entitled to attend

Numbers of meetings attended

1

Mr. Akshay Jain

4

4

2

Mr. Ujjwal Kumar

4

4

3

Mr. Parikshit Satish Deshmukh

4

4

4

Mr. Saurabh Shashwat (Resigned w.e.f 09.03.2026)

3

3

5

Ms. Rojina Thapa

4

4

6

Mr. Naresh Kumar Jain (Appointed w.e.f. 10.03.2026)

1

1

7

Mr. Vikram Grover (Appointed w.e.f. 10.03.2026)

1

1

II.

Meetings of Committees and Their Constitution

During the financial year under review, the Board has 3 (Three) Committees viz:

a. Audit Committee

b. Nomination & Remuneration Committee

c. Stakeholders Relationship Committee

a. Audit Commitee

The Audit Committee was constituted on November 24, 2023 and Re-constituted on March 10, 2026. 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.

As on March 31, 2026, the Composition of the Committee are as follows:

Sr.no

Name of the Member

Position

Status

1

Ms. Rojina Thapa

Chairperson

Independent Director

2

Mr. Vikram Grover*

Member

Independent Director

3

Mr. Akshay Jain

Member

Executive Director

*Due to cessation of Mr. Saurabh Shashwat as on March 9, 2026 as Independent Director of the Company, Mr. Vikram Grover (DIN: 09692781), NonExecutive Independent Director is appointed as the Member of the Audit Committee w. e.f. March 10, 2026

The Company Secretary of the Company acts as the Secretary to the Audit Committee.

Meeting of Audit Committee

During the financial year 2025-26, the Audit Committee of the Company had met 4 (Four) times. As per the provisio Regulation 18 of the SEBI Listing Regulations, 2015, the Audit Committee shall meet four times in a financial year provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings. The Comn has convened its meetings during the financial year under review as per the applicable provisions. The details of the Committee meetings held during the financial year and attendance of the Directors are as follows

ns of The ittee Audit

Sr.no

Date of Meeting

Directors

Ms. Rojina Mr. Saurabh Thapa Shashwat*

Mr. Akshay Jain

Mr. Vikram Grover*

1

28.05.2025

Yes Yes

Yes

NA

2

13.08.2025

Yes Yes

Yes

NA

3

07.11.2025

Yes

Yes

Yes

NA

4

07.03.2026

Yes

Yes

Yes

NA

*Due to cessation of Mr, Saurabh Shashwat as on March 9, 2026 as Independent Director of the Company, Mr, Vikram Grover (DIN: 09692781), NonExecutive Independent Director is appointed as the Member of the Audit Committee w,e,f, March 10, 2026

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 sub-section 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;

e. 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 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.

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

7. Approval or any subsequent modification of transactions of the company with related parties; 30

8. Scrutiny of inter-corporate loans and investments.

9. Valuation of undertakings or assets of the company, wherever it is necessary.

10. Evaluation of internal financial controls and risk management systems.

11. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

12. 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.

13. Discussion with internal auditors any significant findings and follow up there on.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. 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.

21. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc, on the listed entity and its shareholders.

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).

ii. 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 & Remuneration Committee

The Nomination and Remuneration Committee was constituted on November 24, 2023 and Re-constituted on March 10, 2026. 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.

As on March 31, 2026, the Composition of the Committee is as follows:

Sr.no

Name of the Member

Position

Status

1

Mr. Vikram Grover*

Chairman

Independent Director

2

Ms. Rojina Thapa

Member

Independent Director

3

Mr. Uiiwal Kumar

Member

Non-Executive Director

*Due to cessation of Mr, Saurabh Shashwat as on March 9, 2026 as Independent Director of the Company, Mr, Vikram Grover (DIN: 09692781), Non Executive Independent Director is appointed as the Chairman of the Nomination and Remuneration Committee w,e,f, March 10, 2026

The Company Secretary of the Company acts as the Secretary to the Nomination & Remuneration Committee. Meeting of Nomination and Remuneration Committee

During the financial year 2025-26, the Nomination and Remuneration Committee of the Company had met 2 (Two) times. As per the provisions of Regulation 19 of the SEBI Listing Regulations, 2015, the Nomination & Remuneration Committee shall meet at least once in a financial year. The Committee has convened its meetings during the financial year under review as per the applicable provisions. The details of the Nomination and Remuneration Committee meetings held during the financial year and attendance of the Directors are as follows:

Directors

Sr.no Date of Meeting

Mr. Saurabh Shashwat*

Ms. Rojina Thapa

Mr. Ujjwal Kumar

Mr. Vikram Grover*

1 13.08.2025

Yes

Yes

Yes

NA

2 07.03.2026

Yes

Yes

Yes

NA

*Due to cessation of Mr. Saurabh Shashwat as on March 9, 2026 as Independent Director of the Company, Mr, Vikram Grover (DIN: 09692781), Non Executive Independent Director is appointed as the Chairman of the Nomination & Remuneration Committee w.e.f, March 10, 2026

All the recommendations of Nomination & remuneration Committee have been accepted by the Board of Directors of the Company.

Terms of Reference

The terms of reference of the “Nomination and 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 for determining 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:

a. Use the services of external agencies, if required;

b. Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. Consider the time commitments of the candidates.

3. 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;

6. 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 and re-constituted as on March, 10, 2026. 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.

As on March 31, 2026, the Composition of the Committee is as follows:

Sr.no

Name of the Member

Position

Status

1

Mr. Ujjwal Kumar

Chairman

Non-Executive Director

2

Mr. Vikram Grover*

Member

Independent Director

3

Mr. Parikshit Satish Deshmukh

Member

Executive Director

Due to cessation of Mr. Saurabh Shashwat as on March 9, 2026 as Independent Director of the Company, Mr. Vikram Grover (DIN: 09692781), Non Executive Independent Director is appointed as the Member of the Stakeholder’s Relationship Committee w.e.f. March 10, 2026

The Company Secretary of the Company acts as the Secretary to the Stakeholder’s Relationship Committee.

Meeting of Stakeholder’s Relationship Committee

During the financial year 2025-26, the Stakeholder’s Relationship Committee of the Company had met once. As per the provisions of Regulation 20 of the SEBI Listing Regulations, 2015, the Stakeholder's Relationship Committee shall meet at least once in a financial year. The Committee has convened its meetings during the financial year under review as per the applicable provisions. The details of the Stakeholder's Relationship Committee meetings held during the financial year and attendance of the Directors are as follows:

Directors

Sr.no

Date of Meeting

Mr. Ujjwal Kumar

Mr. Vikram Grover*

Mr. Parikshit Satish Deshmukh

1

25.03.2026

Yes

Yes

Yes

*Due to cessation of Mr, Saurabh Shashwat as on March 9, 2026 as Independent Director of the Company, Mr, Vikram Grover (DIN: 09692781), Non Executive Independent Director is appointed as the Chairman of the Nomination & Remuneration Committee w,e,f, March 10, 2026

All the recommendations of Nomination & remuneration Committee have been accepted by the Board of Directors of the Company.

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

13.| 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.

All the Independent Directors have also confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs pursuant to Section 150 of the Act.

Familiarization Programme

The Company proactively keeps its directors informed about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, operations, business plans and ongoing developments. The policy on familiarization programme of Independent Directors is available on the Company's website at: https://namoewaste.com/policies-2/

14. | Separate Meetings of

Independent Directors

The separate meeting of Independent Directors was held on 25th March, 2026 to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Chairman and to assess the quality, quantity and timeliness of flow of information between the company management and the Board and its members that is necessary for the Board to effectively and reasonably perform their duties.

15. | Board Evaluation

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. | Company’s Policy on Directors’

Appointment and Remuneration

The Company's policy on directors' appointment and remuneration and the criteria for determining qualifications, positive attributes and independence of a Director is formulated in terms of Section 178 of the Companies Act, 2013 (“the Act”) read with Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulation”), as amended from time to time.

During the period under review there is no change in the policy. The said policy is available on the website of the company at available at https://namoewaste.com/ policies-2/

17. | 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;

b. 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, 2026 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. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18] 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/

19] 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, 2026 read with notes on accounts forming part of the financial statements.

20] Auditors

Statutory Auditors

Pursuant to the provisions of section 139 of the Act read with rules made thereunder, the Shareholders of the Company in their 12th AGM held on September 09, 2025, had appointed M/s. Anuj Santosh Gupta & Co.,

Chartered Accountants (FRN: 041609N) 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 of the Company.

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 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 read with rules made thereunder and as per SEBI Listing Regulations, 2015, the Shareholders of the Company in their 12th AGM held on September 09, 2025, had appointed M/s. P. C. Jain & Co. (C.P. No. 3349), Company Secretaries as the Secretarial Auditor of the Company to carry out Secretarial Audit, 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, 2026. 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 March 11, 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.

Further, CA Saket Agarwal (having Membership No. 439183), Chartered Accountants has also reappointed by the Board in their meeting held on March 21, 2026 as Internal Auditor of the Company for F.Y. 2026-27.

21.[ 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 2025-26 is not applicable to the Company.

22.| 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/

23J 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.

24.| 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, 201 4 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.)

Particulars

FY 2025 - 26

FY 2024-25

Foreign Currency Earnings

120.46

1197.99

Foreign Exchange Outgo

1518.99

232.37

25. | Related Party Transactions

Related party transactions, if any, that were entered into during the period ended March 31, 2026, were on an arm's length basis and were in the ordinary course ol business. All transactions entered into with Related Parties were approved 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. All material related party transactions and their material modifications, if any, were entered into after being approved by the Company's shareholders. The disclosure of transactions with related parties for the financial year, as per Indian Accounting Standard 24 Related Party Disclosures is given in Note no. 34 to the Balance Sheet as on March 31, 2026 and Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 attached as “Annexure-5”.

The Company's Policy on Related Party Transactions is disclosed on the website of the Company at: https://namoewaste.com/policies-2/

26. | 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.

The Company does not fall under the ambit of the top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable

27.| Disclosure under the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavors to create and provide an environment that is free from any discrimination and harassment. The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees {whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender} and lays down the guidelines for identification, reporting and prevention of undesired behavior. The Company has duly constituted internal complaints committee as per the said Act. Internal Complaints Committee (ICC) of the Company was constituted to handle and redress complaints on sexual harassment, comprising the following members:

Sr.no

Name

Status in the Committee

1

Ms. Kumud Mittal

Presiding Officer

2

Ms. Payal Madaan

Member-Employee

3

Ms. Smita Ahuja

External Member, person familiar with the issues relating to sexual harassment

The following is the summary of sexual harassment complaints received and disposed off during the year

Sr.no

Particulars

Status of the no. of complaints received & disposed off

1

Number of complaints on sexual harassment received

Nil

2

Number of complaints disposed off during the year

Nil

3

Number of cases pending for more than ninety days

Not Applicable

4

Number of workshops or awareness programme against sexual harassment carried out

The Company regularly conducts awareness programmes for its employees.

5

Nature of action taken by the employer or district officer

Not Applicable

28. | Vigil Mechanism / WhistleBlower 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/

29. | Compliance of Secretarial Standards

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors as issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

30. | 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-6” to this Board Report.

The Managing Director 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 2025-26.

31. [ 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.

32. | Reporting of Frauds by Auditors

For the Financial year 2025-26, 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.

33. | Details of Significant and MaterialOrders passed by the Regulators, Courts and Tribunals

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.

34. | 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.

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.

35. | Internal Control Systems andTheir Adequacy

The Company has in place internal financial control policy and adequate internal financial controls commensurate with nature and size of the business activity and with reference to the financial statements. The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Company's business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Namo Ewaste Management Limited has established a robust internal control system aligned with the size and nature of its business operations. The system is designed to foster a strong culture of accountability and compliance, ensuring that all personnel understand its significance and actively participate in its implementation. The management

is committed to upholding high ethical and integrity standards among staff, reinforcing a disciplined approach to governance and operational efficiency. The Company has laid down comprehensive policies and procedures to facilitate the orderly and efficient conduct of its business, including:

• Adherence to corporate policies and regulatory frameworks

• Safeguarding of assets to prevent unauthorised use or misappropriation

• Prevention and detection of frauds and errors through proactive monitoring

• Accuracy and completeness of accounting records to maintain financial transparency

• Timely preparation of reliable financial information for strategic decision-making.

The adopted system provides reasonable assurance in achieving key objectives related to operations, financial reporting, and regulatory compliance, ensuring sustainable growth and operational excellence.

36. | Business ResponsibilityReporting

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 2025-26.

37. | Proceedings Pending under theInsolvency and Bankcruptcy Code, 2016

No application has been made or any proceeding is pending under the IBC, 2016.

38. | Difference in Valuation

The company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

39. | 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 whole-time directors, so no disclosure required in pursuance to the section 197(14) of The Companies Act, 2013.

40. | Acknowledgment

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 of Rajasthan, 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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