About Resgen Ltd

Resgen Limited was originally incorporated on September 29, 2018 as a Private Limited Company under the name 'Ecojanitors Private Limited' with the Registrar of Companies. Later in the year 2022, Company converted to Public Limited Company and consequently, name of the Company was changed to Ecojanitors Limited' and a Fresh Certificate of Incorporation consequent to Conversion was issued on July 01, 2022. Subsequently, name of the company was changed from 'Ecojanitors Limited' to 'ResGen Limited' pursuant to a Special Resolution on September 01, 2022 and vide Certificate of Incorporation pursuant to change of name dated September 27, 2022 was issued by the Registrar of Companies, Mumbai. The Company is promoted by Mr. Karan Atul Bora and Mr. Kunal Atul Bora. The Company is engaged in the process of manufacturing Pyrolysis Oil (a substitute for furnace oil) from from plastic waste. The company has set up a Chemical Recycling Plant in Vikramgad (Palghar), Maharashtra, considering it's proximity to the Municipal Corporations of Mumbai, Thane, Kalyan & Dombivli. It has come up with an ingenious method, which is not only ecofriendly but also gives by-products which are very essential to one and all. The major by-product being combustible liquid and gaseous fuel, it can replace the diesel or furnace oils, which will directly reduce the need and impact of combustible fuel resources. It use a patented catalytic process to improve the efficiency, safety and scalability of the pyrolysis process. The core business activity is to manufacture Pyrolysis Oil from Plastic waste and Plastic scrap. Pyrolysis oil, sometimes also known as bio-crude or bio-oil, is a synthetic fuel under investigation as substitute for petroleum.It has properties similar to a mixture of petrol kerosene and diesel and is used as a fuel for combustion purpose. Apart from these, it is widely used in Plaseco is a replacement for furnace oil or diesel, used extensively in industrial applications such as Industrial Boilers, Construction Industry, Casting Furnace, Construction / Mining and Rotary-Kiln Cement Plant. During the manufacturing of the Pyrolysis Oil, two by products are generated such as Carbon (Substitute for Coal) and Gas (Substitute for LPG). Carbon is combustible and has commercial value. It is used as a fuel primarily for combustion in burners in industries like cement and paper. This coal being in pure form of carbon produces flue gases on combustion within permissible limits prescribed by pollution control board. It gets sold at 4.00 Rs per kg. The Non-condensable output post Pyrolysis is Gas, which has similar properties to LPG and burns very clean. This gas can be used to run Gas generators to produce electricity. In their process, this gas is also used as a fuel for burners. Like LPG, flue gas has no pollutants. All gas produced is consumed in the plant itself and none is sold making the plant self-sufficient. So, the Company use its own power to run the factory but also have generators and electricity from local municipal corporation to support the manufacturing process. The Company established its manufacturing factory in August, 2021 and commenced commercial production in Oct'21.

Resgen Ltd Chairman Speech

Dear Shareholders,

It gives me immense pleasure to get connected to you through the first Annual Report of the Company post its listing on the SME Platform of the BSE Limited and I welcome all the new shareholders a board.

It was indeed a proud moment for the Company like us to get listed on SME Platform in the month of March, 2023.

Our Business:

ResGen Limited was established in 2018, and is headquartered in Mumbai. ResGen was envisioned to make environment saving projects commercially viable and highly scalable. Humanity has a massive problem, the usage of plastic, and the unavailability of a robust disposal and recycling ecosystem. The amount of plastics we use cause various environmental hazards. Plastic reduction efforts cannot surpass the growing demand. Building sustainable steps towards a healthier environment needs our immediate attention. ResGen was founded on the idea of using plastic waste and converting it into a substitute for fuel. We have come up with an ingenious, eco-friendly solution, which uses each by-product to increase efficiency. We have taken a huge step towards seeing a pollution free India, and we hope we can leave a better pollution free future for our future generations.

Our company is engaged in the process of manufacturing Pyrolysis Oil (a substitute for furnace oil) from all kinds of waste plastics. We call this: PlasEco. During the manufacturing of PlasEco, we're able to repurpose the by-products generated, such as Carbon, which substitutes for coal; and Gas, which substitutes for LPG. The company has set up a Chemical Recycling Plant in Vikramgad (Palghar), Maharashtra, considering it's proximity to the Municipal Corporations of Mumbai, Thane, Kalyan & Dombivli. We at ResGen, have come up with an ingenious method, which is not only ecofriendly but also gives by-products which are very essential to one and all. The major by-product being combustible liquid and gaseous fuel, it can replace the diesel or furnace oils, which will directly reduce the need and impact of our combustible fuel resources. We use a patented catalytic process to improve the efficiency, safety and scalability of the pyrolysis process.

Our Mission:

ResGen exists to make plastic more sustainable for all stakeholders through technology, innovation and determination. We will play a significant role in helping the United Nations Environment Assembly (UNEA) and big conglomerates solve global plastic problems, and drive a sustainable future

Our Vision:

ResGen is set to become one of the world leaders in chemical recycling, with more precise custom pyrolysis solutions already in development. We're working towards the circular plastic economy through plastic 2 plastic initiatives, diverting waste from landfills and oceans, and boosting local economies through job creation.

Overview and Company Performance:

The Company has recorded a total turnover of Rs.23,58,83,102.43/- as compared to Rs.4,80,81,271.97/- in the previous year. The Company was also able to record a net profit of Rs.4,16,91,015.16/- for the financial year closed.

I look forward sharing with you more milestones of this exciting journey in the coming years. On behalf of the Board of Directors of the ResGen Limited, I thank you for your trust and continued support. Warm Regards, Karan Bora Managing Director

Resgen Ltd Company History

Resgen Limited was originally incorporated on September 29, 2018 as a Private Limited Company under the name 'Ecojanitors Private Limited' with the Registrar of Companies. Later in the year 2022, Company converted to Public Limited Company and consequently, name of the Company was changed to Ecojanitors Limited' and a Fresh Certificate of Incorporation consequent to Conversion was issued on July 01, 2022. Subsequently, name of the company was changed from 'Ecojanitors Limited' to 'ResGen Limited' pursuant to a Special Resolution on September 01, 2022 and vide Certificate of Incorporation pursuant to change of name dated September 27, 2022 was issued by the Registrar of Companies, Mumbai. The Company is promoted by Mr. Karan Atul Bora and Mr. Kunal Atul Bora. The Company is engaged in the process of manufacturing Pyrolysis Oil (a substitute for furnace oil) from from plastic waste. The company has set up a Chemical Recycling Plant in Vikramgad (Palghar), Maharashtra, considering it's proximity to the Municipal Corporations of Mumbai, Thane, Kalyan & Dombivli. It has come up with an ingenious method, which is not only ecofriendly but also gives by-products which are very essential to one and all. The major by-product being combustible liquid and gaseous fuel, it can replace the diesel or furnace oils, which will directly reduce the need and impact of combustible fuel resources. It use a patented catalytic process to improve the efficiency, safety and scalability of the pyrolysis process. The core business activity is to manufacture Pyrolysis Oil from Plastic waste and Plastic scrap. Pyrolysis oil, sometimes also known as bio-crude or bio-oil, is a synthetic fuel under investigation as substitute for petroleum.It has properties similar to a mixture of petrol kerosene and diesel and is used as a fuel for combustion purpose. Apart from these, it is widely used in Plaseco is a replacement for furnace oil or diesel, used extensively in industrial applications such as Industrial Boilers, Construction Industry, Casting Furnace, Construction / Mining and Rotary-Kiln Cement Plant. During the manufacturing of the Pyrolysis Oil, two by products are generated such as Carbon (Substitute for Coal) and Gas (Substitute for LPG). Carbon is combustible and has commercial value. It is used as a fuel primarily for combustion in burners in industries like cement and paper. This coal being in pure form of carbon produces flue gases on combustion within permissible limits prescribed by pollution control board. It gets sold at 4.00 Rs per kg. The Non-condensable output post Pyrolysis is Gas, which has similar properties to LPG and burns very clean. This gas can be used to run Gas generators to produce electricity. In their process, this gas is also used as a fuel for burners. Like LPG, flue gas has no pollutants. All gas produced is consumed in the plant itself and none is sold making the plant self-sufficient. So, the Company use its own power to run the factory but also have generators and electricity from local municipal corporation to support the manufacturing process. The Company established its manufacturing factory in August, 2021 and commenced commercial production in Oct'21.

Resgen Ltd Directors Reports

To,

The Members,

Your Directors have great pleasure in presenting to you the 5^th Annual Report on the affairs of the Company together with the Audited Accounts for the Financial year ended 31^st March, 2023.

1. Financial Results:

Our Company was incorporated with the Registrar of Companies, Mumbai, Maharashtra, India, on 29^th

September, 2018 with the Corporate Identity No. U37200MH2018PLC315052. The Company was listed on the SME platform of Bombay Stock Exchange on 13^th March, 2023.

The Financial results of the Company for Financial year have been summarized herein below for the reference of the members:

2. Overview and Company Performance:

The Company has recorded a total turnover of Rs.23,58,83,102.43/- as compared to Rs.4,80,81,271.97/- in the previous year. The Company was also able to record a net profit of Rs.4,16,91,015.16/- for the financial year closed.

Your Directors are committed to achieve higher revenues and profits for its stakeholders in the coming year and hence are in the continuous process of developing new products and tailor made services for its customers.

3. Significant Events during the Financial Year:

The following are the details of significant events happened during the financial year, namely;

Appointment of Mr. Kunal Bora as Non-Executive Director of the Company:

Mr. Kunal Bora was appointed as Non-Executive Director of the Company with effect from 27^th May, 2022.

Adoption of regulations provided in Table F of Schedule I of the Companies Act, 2013 as Articles of Association of the Company:

The Company has adopted regulations provided in Table F of Schedule I of the Companies Act, 2013 as Articles of Association of the Company vide special resolution passed in Extra Ordinary General Meeting dated 11^th June, 2022.

Conversion of Private Limited to Public Limited Company:

The Company has converted from Private Limited to Public Limited Company and changes its name from "Ecojanitors Private Limited" to "Ecojanitors Limited" vide Special resolution passed in Extra Ordinary

General Meeting dated 11^th June, 2022.

Appointment of Mr. Karan Bora (DIN No. 08244316) as Executive Director of the Company:

Mr. Karan Bora was appointed as Executive Director of the Company with effect from 11^th June, 2022.

Appointment of Mr. Mahesh Pagnis as Non-Executive Director of the Company:

Mr. Mahesh Pagnis was appointed as an Non-Executive Director of the Company with effect from 30^th June, 2022.

Appointment of Mr. Milind Rane as Non-Executive Director of the Company:

Mr. Milind Rane was appointed as an Non-Executive Director of the Company with effect from 30^th June, 2022.

Appointment of Ms. Sonia Trimbakkar as Non-Executive Director of the Company

Ms. Sonia Trimbakkar was appointed as an Non-Executive Director of the Company with effect from 22^nd July, 2022.

Change of Name of the Company:

The Company has change its name from "Ecojanitors Limited" to "ResGen Limited" vide special resolution passed in Extra Ordinary General Meeting dated 1^st September, 2022. Accordingly, wherever the name

"Ecojanitors Limited" appears in the Memorandum and Articles of Association of the Company or elsewhere, substituted with the new name "ResGen Limited".

Increase in Share Capital of the Company:

The Authorised Share Capital of the Company was increased from 25,00,000 (Twenty Five Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each to 2,40,00,000 (Two Crores Forty Lakhs) Equity Shares of

Rs. 10/- (Rupees Ten Only) each vide resolution passed in Extra Ordinary General Meeting dated 14^th November, 2022.

Alteration of Memorandum of Association of the Company:

The Company has altered the Clause V of the Memorandum of Association of the Company pursuant to increase in Authorised Share vide resolution passed in Extra Ordinary General Meeting dated 14^th November, 2022.

Subdivision of Share Capital of the Company:

The Company has subdivided each equity share of the nominal value of Rs.100/- (Rupees One Hundred Only) each, into 10 (Ten) equity shares of Face Value of Rs.10/- (Rupees Ten Only) each fully paid and all the equity shares of Rs.100/- (Rupees One Hundred Only) each fully paid of the Company have subdivided accordingly vide special resolution passed in Extra Ordinary General Meeting dated 14^th November, 2022.

Appointment of Mr. Karan Bora (DIN No. 08244316) as Managing Director of the Company:

Mr. Karan Bora was appointed as Managing Director of the Company with effect from 19^th November, 2022.

Appointment of Mr. Abhijeet Oza (DIN No. 06584315) as Executive Director of the Company:

Mr. Abhijeet Oza was appointed as Executive Director of the Company with effect from 19^th November, 2022.

Appointment of Ms. Shruti Rambhia (DIN No. 09796654) as an Independent Director of the Company:

Ms. Shruti Rambhia was appointed as an Independent Director of the Company with effect from 19^th November, 2022.

Resignation of Mr. Mahesh Pagnis from the Directorship of the Company:

Mr. Mahesh Pagnis has resigned from the directorship of the Company with effect from 19^th November, 2022.

Resignation of Ms. Sonia Trimbakkar from the Directorship of the Company:

Ms. Sonia Trimbakkar has resigned from the directorship of the Company with effect from 19^th November, 2022.

Issue and Allotment of Equity Shares to Mr. Karan Bora, against the Conversion of Existing Loan:

The Company has issued and allotted 19,92,000 (Nineteen Lakhs Ninety Two Thousand) Equity Shares of

Rs.10/- (Rupees Ten Only) each at a price of Rs.45/- (Rupees Forty Five Only) per share aggregating to

Rs.8,96,40,000/- (Rupees Eight Crore Ninety Six Lakhs Forty Thousand Only) to Mr. Karan Bora, against the outstanding loan vide special resolution passed in Extra Ordinary General Meeting dated 1^st April, 2022 and allotted on 5^th December, 2022.

Resignation of Mr. Kunal Bora as Director of the Company:

Mr. Kunal Bora has resigned from the directorship of the Company with effect from 7^th December, 2022.

Appointment of Mr. Brandon Almeida (DIN No. 09815693) as an Independent Director of the Company:

Mr. Brandon Almeida was appointed as an Independent Director of the Company with effect from 8^th December, 2022.

Appointment of Mr. Kunal Bora as Chief Financial Officer of the Company:

Mr. Kunal Bora was appointed as Chief Financial Officer of the Company with effect from 8^th December, 2022.

Issue and Allotment of Bonus Shares to the existing Shareholders of the Company:

The Company has issue and allotted 1,04,80,000 (One Crore Four Lacs Eighty Thousand Only) equity shares of Rs.10/- (Rupees Ten Only) each as bonus shares of an aggregate nominal value of Rs. 10,48,00,000/-

(Rupees Ten Crores Forty Eight Lacs Only) i.e. in the ratio of 2:5 i.e. Five Bonus Shares for every Two equity shares held, by way of capitalization of securities premium account and other free reserves of the Company vide special Resolution passed in Extra Ordinary General Meeting dated 9^th December, 2022 and allotted shares on 15^th December, 2022.

Issue and allotted 3,03,000 Equity Shares on Private Placement basis for Consideration in Cash/ Consideration other that cash:

The Company has issued and allotted 2,00,000 (Two Lacs Only) Equity Shares of Rs.10/- to various investors at a price of Rs.45/- (Rupees Forty Five Only) each including premium of Rs.35/- (Rupees Thirty Five Only), aggregating to Rs.90,00,000/- (Rupees Ninety Lacs Only) for consideration of cash and 1,03,000 (One Lac

Three Thousand Only) equity shares of Rs.10/- (Rupees Ten Only) each at a Rs.45/- (Rupees Forty Five Only) each including premium of Rs.35/- (Rupees Thirty Five Only), aggregating to Rs.46,35,000/- (Rupees

Forty Six Lakhs Thirty Five Thousand Only) for consideration other than cash on private placement basis vide special resolution passed in Extra Ordinary General Meeting dated 9^th December, 2022 and allotted on 15^th December, 2022.

Adoption of new set of Articles of Association of the Company:

The Company has adopted new set of Articles of Association in place of existing Articles of Association vide special resolution passed on 16^th December, 2022.

Company:

Ms. Manisha Sharma was appointed as Company Secretary and Compliance Officer of the Company with effect from 9^th February, 2023.

Initial Public Offering of Equity Shares of the Company and Listing on SME Platform of BSE:

The Company has successfully filed its Draft Red Hearing Prospectus for getting listed on SME Board of

BSE in the month of March, 2023 and accordingly has received the in principle approval for the SME IPO, in the month of March, 2023. Accordingly, the Company came up with its Initial Public Offering of Equity Shares in the month of March, 2023 and got listed on SME Platform of BSE with effect from 13^th March, 2023.

4. Material changes between the period from end of Financial Year to the date of report of the Board:

There are no significant or material changes between the period from end of Financial Year to the date of report of the Board, except the following:

Resignation of Ms. Manisha Sharma, Company Secretary and Compliance Officer of the Company:

Ms. Manisha Sharma has resigned from the post of Company Secretary and Compliance Officer of the

Company with effect from 9^th July, 2023.

5. Change in the nature of business:

The Company is engaged in manufacturing and selling of pyrolysis oil and carbon (substitute for coal) from plastic waste and there is no change in the nature of the business of the Company during the Financial year under review.

Our company is engaged in the process of manufacturing Pyrolysis Oil (a substitute for furnace oil) from all kinds of waste plastics. We call this: PlasEco. During the manufacturing of PlasEco, we're able to repurpose the by-products generated, such as Carbon, which substitutes for coal; and Gas, which substitutes for LPG.

We at ResGen, have come up with an ingenious method, which is not only eco-friendly but also gives by-products which are very essential to one and all. The major by-product being combustible liquid and gaseous fuel, it can replace the diesel or furnace oils, which will directly reduce the need and impact of our combustible fuel resources. We use a patented catalytic process to improve the efficiency, safety and scalability of the pyrolysis process.

6. Dividend:

In view of strengthening its financial position, the Board of Directors of the Company is of the view to plough back the profits of the Company in to the business.

7. Share Capital:

Authorised Share Capital:

The Authorised Share Capital of the is Rs.24,00,00,000/- (Rupees Twenty Four Crores Only) divided into

2,40,00,000 (Two Crores Forty Lakhs) equity shares of Rs. 10/- (Rupees Ten) each. There has been no change in the Authorized Share Capital of the Company in the financial year.

Issued and Paid Up Share Capital:

The Company has paid up share capital of Rs.20,97,50,000/- (Rupees Twenty Crores Ninety Seven Lakhs Fifty Thousand Only) divided into 2,09,75,000 (Two Crore Nine Lakhs Seventy Five Thousand) equity shares of Rs. 10/- (Rupees Ten Only) each, as on 31^st March, 2023.

8. Utilization of IPO Fund:

The Company has issued 60,00,000 (Rupees Sixty Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each at a premium of Rs. 37/- (Rupees Thirty Seven) each vide IPO as per prospectus dated 6^th March, 2023 during the year. The Company has utilised the IPO proceeds for its intended use i.e. for Working capital purpose, Purchase of the land for manufacturing facility and General corporate purpose.

9. Transfer to reserves:

Your Directors do not propose to carry any amount to any reserves, during the Financial year.

10. Deposits:

The Company has neither accepted nor invited any deposits from the public during the Financial year pursuant to provisions of section 73 and 74 of the Companies Act, 2013.

There were no unclaimed or unpaid deposits as on 31^st March, 2023.

11. Annual Return:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the Financial Year ended 31^st March, 2023 is available on the Company's website and can be accessed at https://www.resgen.in/investor/annualreports

12. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

There was no amount outstanding to be an Unclaimed Dividend to Investor Education and Protection Fund during the FY 2022-2023.

13. Corporate Governance:

As per regulation 15(2) of the SEBI(LODR) Regulations, 2015, the Compliance with respect to the Corporate

Governance provisions shall not apply in respect of the following class of the Companies: a) Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous Financial year; b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the Financial Year 2022-2023.

14. Non-Applicability of the Indian Accounting Standards:

As per Provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 Notification notified vide No. G.S.R 111 (E) on 16^th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1^st April, 2017.

As your Company is also listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of Financial statements beginning with period on or after 1^st April, 2017.

15. Directors and Key Managerial Personnel:

The Board received a declaration from all the Directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the Directors of the Company disqualified under the provisions of the Companies Act, 2013 ("Act") or under the SEBI (Listing Obligation and Disclosure Requirements)

Regulations 2015.

The Board of Directors of the Company, at present, comprises of 5 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board consists of one Managing Director, One Executive Director, One Non-Executive Director and Two Non-Executive Independent Directors.

The details are as follows:

16. Directors' Responsibility Statement:

Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to Directors'

Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the Financial year ended 31^st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^stMarch, 2023 and of the Profit and Loss of the Company for that period; (iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) The Directors had prepared the annual accounts on a going concern basis; and (v) The Directors had laid down internal Financial controls to be followed by the Company and that such internal Financial controls are adequate and were operating effectively; (vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. Disclosures By Directors:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by Directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

18. Disqualifications Of Directors:

During the Financial Year 2022-2023 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies

(Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified.

19. SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports\ (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during Financial year 2022-23.

20. Details of the Complaint Received/Solved/Pending during the year:

During the financial year under consideration, the Company has not received any complaints from its shareholders or investors. The information is depicted below in tabular form.

21. Statutory Auditors and Audit Report:

During the year the existing Statutory Auditors M/s. R. H. Mehta & Co., Chartered Accountants, have expressed their inability to continue as Auditors of the Company and hence tendered their resignation. Accordingly, the Company has appointed M/s. Gupta Agarwal and Associates, Chartered Accountants, to fill up the casual vacancy caused by resignation of existing auditors, in the Extra Ordinary General Meeting held on 19^th November, 2022.

As M/s. Gupta Agarwal And Associates, Chartered Accountants are appointed to fill up the causal vacancy, their term of appointment will expire at the forthcoming Annual General Meeting. Hence the members of the Board of Directors has proposed their appointment as Statutory Auditors of the Company as Statutory Auditors of the Company from the conclusion of 5^th Annual General Meeting to the conclusion of 10^th Annual General Meeting.

Statutory Auditor's comments on the Annual Financial Statements of the Company for the year ended 31^st March, 2023, are self-explanatory and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013.

There were no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditor in their reports on the Annual Financial Statement of the Company for the year under review.

22. Details of Fraud reported by the Auditor:

As per Auditor's report, no fraud u/s 143(12) has been reported by the Auditor.

23. Board's Comment on Auditor's Report:

The observations of the Statutory Auditors, when read together with the relevant notes to accounts and other accounting policies are self-explanatory and do not call for any further comment.

24. Secretarial Audit:

The Board had appointed M/s. DSM & Associates, Company Secretaries, to carry out Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the Financial Year 2022-23. The Report of the Secretarial Auditor for Financial Year 2022-23 is annexed to this report.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

25. Subsidiary Company:

The Company does not have any subsidiary Company and hence comments and information as required under section 129 of the Companies Act, 2013 is not applicable and not required.

26. Compliance of Applicable Secretarial Standards:

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to Board meetings and general meetings respectively and approved by the Central Government under section 118(10) of the Companies Act, 2013.

27. Management Discussion and Analysis Report:

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, Management

Disclosure and Analysis Report is attached.

28. Declaration By Independent Directors:

The Company had received a declaration from all the Independent Director of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing regulations and are independent of the management.

29. Independent Directors' Meeting:

With reference to Clause VII of Schedule IV to the Companies Act, 2013 it is provided that a separate meeting of Independent Directors could not be during the financial year under review as the Company got its shares listed on the SME Platform of the BSE Limited on 13^th March, 2023. The management will ensure the meeting of Independent Directors in the current financial year i.e. 2023-24.

The valuable inputs, as provided by the Independent Directors were noted and implemented in the forthcoming meetings.

This was the first meeting of Independent Directors from the time the Company was listed on the SME platform of the Bombay Stock Exchange.

30. Evaluation of Board, Its Committee, and Individual Directors:

The Independent Directors have carried out performance evaluation of Non-Independent Directors, the Chairperson of the Company and the Board as a whole for Financial Year 2022-2023. They also assessed flow the quality, content and timeliness of of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Company is in process of refining the process of Board's evaluation and that of Individual Directors.

Board Meeting & Shareholders Meeting:

The Board meets at regular intervals to discuss and decide on Company's business policy and strategy apart from other Board business. The notice of Board Meeting is given well in advance to all the Directors. The Agenda of the Board/ Committee meetings is circulated to all the Directors as per the Provisions of Companies Act, 2013 and rules made thereunder. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the Financial Year under review the Board of Directors duly met 13 times with gap not exceeding the period prescribed under Companies Act, 2013 and Rules made thereunder. The dates of the Board Meeting are mentioned below:

The 4^th Annual General Meeting of the Company was held on 30^th September, 2022

During the year under the review the Extra Ordinary General Meetings were held on 5^th April, 2022, 11^th June, 2022, 1^st September, 2022, 9^th November, 2022, 9^th December, 2022 and 16^th December, 2022.

Board Committees

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has following Committees of the Board. i. Audit Committee ii. Nomination and Remuneration Committee iii. Stakeholders' Relationship Committee

A. Audit Committee Meetings:

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

The Audit Committee comprises of:

The scope and terms of reference of the Audit Committee is in accordance with the Act and the SEBI (LOBR) Regulations, 2015.

The Company was listed on 13^th March, 2023 therefore no Audit Committee Meetings were held during the financial year ended on 31^st March 2023.

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Directors is constituted by the Board of Directors of the

Company in accordance with the requirements of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee (hereinafter the "NRC Committee") comprises of:

The Company was listed on 13^th March, 2023 therefore no Nomination and Remuneration Committee

Meetings were held during the financial year ended on 31^st March 2023.

C. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee comprises of:

The Company was listed on 13^th March, 2023 therefore no Stakeholders Relationship Committee Meetings held during the financial year ended on 31^st March 2023.

32. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule, 8 of The Companies (Accounts) Rules, 2014, is as below:

33. Related Party Transactions:

During the Financial year under review the Company has entered into related party transactions and the details as per provisions of section 134(3)(h) of the Companies Act, 2013 read with provisions of rule 8 of the Companies (Accounts) Rules, 2014, are as follows:

Resgen Ltd Company Background

Resgen Ltd Company Management

Resgen Ltd Listing Information

Resgen Ltd Finished Product

No Data Found