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BOARD'S REPORT TO THE MEMBERS
To,
The Member(s),
NIKITA GREENTECH RECYCLING LIMITED
(formerly known as Nikita Papers Limited)
CIN: L74899DL1989PLC129066
Registered Office Address:
A-10, Floor 1st, Land Mark Near Deepali Chowk, Saraswati Vihar, Pitampura,
North West, New Delhi, Delhi, India, 110034
Corporate Office Address:
C-10, Industrial Estate, Panipat Road, Shamli, Uttar Pradesh, India, 247776
Dear Member(s),
Your Directors are pleased to present the 37th Annual Report covering the
operational and financial performance of your Company along with the Audited Financial
Statements for the financial year ended March 31, 2026.
FINANCIAL HIGHLIGHTS:
(Amount in Lacs Rupees)
Particulars |
STANDALONE AUDITED FINANCIALS |
|
Year Ended March 31, 2026 |
Year Ended March 31, 2025 |
Revenue from Operations |
35,007.17 |
36,971.32 |
Other Income |
1,572.76 |
947.30 |
Total Income |
36,579.93 |
37,918.62 |
Total Expenses |
34,940.07 |
34,653.92 |
Profit/ (Loss) Before Exceptional and Extraordinary Items And Tax |
1,639.86 |
3,264.70 |
Profit Before Extraordinary Items and Tax |
1,639.86 |
3,264.70 |
Profit/ (Loss) Before Tax |
1,639.86 |
3,264.70 |
Profit/ Loss After Tax |
1,113.90 |
2,301.88 |
Profit/ (Loss) For The Period From Continuing Operations |
1,113.90 |
2,301.88 |
Earning Per Share (In Rs.) |
|
|
(Basic & Diluted) |
4.52 |
12.67 |
Your Company has prepared the Financial Statements for the financial year ended March
31, 2026 in accordance with the provisions of Sections 129, 133 and other applicable
provisions, if any, of the Companies Act, 2013 ("the Act") read with Schedule
III thereto and the Rules made thereunder.
During the financial year ended March 31, 2026, the Company recorded Revenue from
Operations of 35,007.17 Lacs as against 36,442.43 Lacs in the previous financial year. The
Total Income stood at 36,579.93 Lacs as compared to 37,918.62 Lacs in the previous year.
The Company reported a Profit Before Tax (PBT) of 1,639.86 Lacs during the year under
review as against 3,264.70 Lacs in the previous financial year. Consequently, the Profit
After Tax (PAT) for the financial year stood at 1,113.90 Lacs, as compared to 2,301.88
Lacs for the financial year ended March 31, 2025.
The moderation in the Company's financial performance during the year was primarily
attributable to increased operating costs and prevailing market conditions, which impacted
overall profitability. Nevertheless, the Company continued to maintain operational
stability through prudent financial management, efficient resource utilisation and a
continued focus on sustainable business growth. The Management remains committed to
strengthening operational efficiencies, improving business resilience and creating
sustainable long-term value for its shareholders and other stakeholders.
OPERATIONAL HIGHLIGHTS & PERFORMANCE:
! KEY OPERATIONAL DEVELOPMENTS DURING FY 2025-26 !
Manufactured diversified Kraft Paper portfolio.
Continued emphasis on product quality.
Continued use of Biomass & RDF.
Continued implementation of ZLD.
Sustainable manufacturing practices.
Process optimisation.
Customer-centric manufacturing.
During the financial year under review, the Company continued to strengthen its
operational capabilities through a consistent focus on manufacturing excellence, product
quality, customer satisfaction and sustainable business practices. Backed by more than
three decades of industry experience, the Company continued to reinforce its position as a
trusted manufacturer of recycled Kraft Paper by delivering quality products and
maintaining high operational standards across its manufacturing operations.
The Company's integrated manufacturing facility situated at Shamli, Uttar Pradesh
continued to serve as the backbone of its operations. Equipped with modern manufacturing
infrastructure and supported by an experienced management team and a skilled workforce,
the facility continued to manufacture a comprehensive range of Kraft Paper in various GSM
and Burst Factor grades catering to diverse packaging requirements across industries
including FMCG, food & beverage, pharmaceuticals, cosmetics, e-commerce, consumer
goods and industrial packaging. The Company's continued emphasis on process optimisation,
quality assurance and efficient production planning enabled it to consistently meet
customer requirements while maintaining high standards of operational efficiency.
During the year under review, the Company remained focused on improving manufacturing
efficiencies through continuous process improvements, effective resource utilisation,
preventive maintenance practices and stringent quality control measures. The Company's
quality-centric approach, supported by modern manufacturing processes and robust
operational controls, continued to strengthen customer confidence and reinforce its
reputation as a reliable supplier of sustainable packaging paper solutions.
Product quality and customer satisfaction continued to remain at the core of the
Company's operational philosophy. By maintaining consistency in product specifications,
timely execution of customer orders and continuous engagement with its customers, the
Company continued to strengthen long-standing business relationships while expanding its
presence across various market segments.
The Company also continued to strengthen its commitment towards environmentally
responsible manufacturing by promoting the use of recycled fibre and adopting sustainable
manufacturing practices across its operations.
Its continued emphasis on the use of Biomass and Refuse-Derived Fuel (RDF), together
with the implementation of Zero Liquid Discharge (ZLD) practices, reflects the Company's
long-term commitment towards environmental stewardship, efficient resource utilisation and
responsible industrial development. These initiatives continue to support the Company's
objective of reducing its environmental footprint while contributing towards a circular
economy.
During the financial year, the Company achieved a significant strategic milestone by
executing a Memorandum of Understanding (MoU) with the Government of Uttar Pradesh for the
proposed establishment of a Power Plant (Co-generation Project) and Paper Machinery
Project, involving a proposed investment of approximately 107.54 Crore. The proposed
project is expected to strengthen the Company's manufacturing infrastructure, improve
operational efficiencies, optimise energy utilisation and support its long-term expansion
strategy. The proposed capacity enhancement is expected to further strengthen the
Company's ability to cater to the growing demand for sustainable paper and packaging
products.
Further reinforcing its commitment towards green technologies and sustainable
industrial development, the Company was also empanelled by Indraprastha Gas Limited (IGL)
as an Execution Partner for setting up Compressed Bio Gas (CBG) Plants. This development
reflects the Company's expanding strategic focus towards renewable energy, resource
efficiency and environmentally responsible business opportunities, while complementing its
long-term sustainability objectives.
The Company continued to place significant emphasis on strengthening its internal
operational framework through continuous monitoring of manufacturing processes, efficient
inventory management, optimum utilisation of resources and adherence to statutory and
regulatory requirements. Various operational initiatives undertaken during the year were
aimed at improving productivity, enhancing process reliability and ensuring sustainable
long-term operational performance.
Looking ahead, the Company remains committed to further strengthening its manufacturing
capabilities through technological advancement, operational excellence and responsible
growth. Supported by its experienced leadership, modern manufacturing infrastructure,
customer-centric approach and sustainability-driven business model, the Company is
well-positioned to capitalise on emerging opportunities in the paper and sustainable
packaging industry while continuing to create long-term value for its customers,
shareholders, employees, business partners and other stakeholders.
MAINTAINING MOMENTUM IN A CHALLENGING MARKET:
The paper and packaging industry continued to operate in a dynamic business environment
during the financial year under review. Fluctuations in raw material prices, increasing
energy costs, evolving customer expectations and the growing emphasis on sustainable
manufacturing practices continued to influence the overall business landscape. Despite
these challenges, the Company remained focused on maintaining operational stability
through prudent business practices, manufacturing excellence and a disciplined approach
towards resource utilisation.
The Company's long-standing presence in the recycled paper industry, supported by
modern manufacturing infrastructure, experienced leadership and a skilled workforce,
enabled it to effectively respond to changing market conditions while consistently
delivering quality products to its customers. The continued emphasis on product quality,
process optimisation, timely deliveries and customer satisfaction strengthened the
Company's business relationships and reinforced its reputation as a reliable manufacturer
of recycled Kraft Paper.
The increasing adoption of paper-based packaging solutions across industries such as
FMCG, food & beverage, pharmaceuticals, e-commerce and industrial packaging continues
to create favourable long-term opportunities for the recycled paper industry. The gradual
transition towards recyclable and environmentally responsible packaging materials,
supported by regulatory initiatives and growing environmental awareness, is expected to
further strengthen the demand for recycled paper products in the coming years.
The Company continues to align its business strategy with these evolving market trends
by promoting sustainable manufacturing practices, efficient utilisation of resources and
continuous operational improvement. Its continued focus on the use of recycled fibre,
cleaner fuel alternatives and environmentally responsible manufacturing practices reflects
the Company's commitment towards supporting the circular economy while maintaining
long-term business sustainability.
The Board remains confident that the Company's strong manufacturing capabilities,
customer-centric approach, operational discipline and sustainability-driven business model
will continue to support its long-term growth objectives. With a clear strategic vision
and a continued focus on operational excellence, the Company remains well-positioned to
navigate evolving market conditions and capitalise on emerging opportunities in the paper
and sustainable packaging industry.
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
The financial year 2025 26 marked another significant year in the growth journey of
Nikita Greentech Recycling Limited (formerly known as Nikita Papers Limited). During the
year under review, the Company continued to strengthen its position in the recycled paper
manufacturing industry through its continued focus on manufacturing excellence,
sustainability, operational efficiency and responsible business practices. The Company
remained committed to delivering quality products, enhancing customer satisfaction and
creating sustainable long-term value for all its stakeholders.
The Company's integrated manufacturing facility at Shamli, Uttar Pradesh continued to
manufacture a diversified range of Kraft Paper in various GSM and Burst Factor grades
catering to the packaging requirements of industries including FMCG, food & beverage,
pharmaceuticals, cosmetics, e-commerce, consumer goods and industrial packaging. Supported
by modern manufacturing infrastructure, experienced leadership and a skilled workforce,
the Company continued to maintain its focus on quality assurance, process optimisation and
efficient resource utilisation.
Environmental sustainability continues to remain an integral part of the Company's
long-term business strategy. The Company continued its emphasis on the use of recycled
fibre, cleaner fuel alternatives including Biomass and Refuse-Derived Fuel (RDF), and
implementation of Zero Liquid Discharge (ZLD) practices across its manufacturing
operations. These initiatives reflect the Company's commitment towards resource
conservation, environmental stewardship and promotion of circular economy principles while
supporting sustainable industrial development.
During the year under review, the Company achieved a significant strategic milestone by
executing a
Memorandum of Understanding (MoU) with the Government of Uttar Pradesh for the proposed
establishment of a Power Plant (Co-generation Project) and Paper Machinery Project
involving a proposed investment of approximately 107.54 Crore. The proposed project is
expected to strengthen the Company's manufacturing infrastructure, improve operational
efficiencies, optimise energy utilisation and support its long-term manufacturing
expansion strategy. Upon completion, the project is expected to significantly enhance the
Company's production capabilities and strengthen its competitive position in the paper
manufacturing industry.
Further strengthening its sustainability initiatives, the Company was also empanelled
by Indraprastha Gas Limited (IGL) as an Execution Partner for setting up Compressed Bio
Gas (CBG) Plants. This empanelment reflects the Company's growing strategic focus towards
renewable energy, resource efficiency and environmentally responsible business
opportunities while complementing its broader sustainability vision.
Further strengthening its focus on circular economy and sustainable waste management,
the Company has also been developing its capabilities in the area of Extended Producer
Responsibility (EPR) compliance and plastic waste management. During the year
under review, the Company undertook initiatives towards supporting EPR-related
requirements, including compliance support, documentation, recycling coordination and
related waste management solutions. These initiatives complement the Company's core
recycling and sustainable manufacturing operations and are aligned with its broader
objective of promoting resource recovery, responsible waste management and circular
economy practices.
The paper and packaging industry continues to witness favourable long-term growth
prospects, driven by increasing environmental awareness, regulatory emphasis on
sustainable packaging solutions and the growing preference for recyclable and
biodegradable materials. The gradual shift away from single-use plastics and increasing
adoption of paper-based packaging across various industries continue to create significant
opportunities for manufacturers of recycled paper products.
Recognising these opportunities, the Company remains focused on strengthening its
manufacturing capabilities, expanding its product portfolio, improving operational
efficiencies and pursuing sustainable growth opportunities.
The proposed capacity expansion, continuous focus on technological advancement,
efficient resource utilisation and customer-centric business approach are expected to
further enhance the Company's long-term competitiveness and support sustainable value
creation.
The Board remains confident that the Company's strong manufacturing foundation,
experienced management team, prudent business strategy and continued commitment towards
innovation, sustainability and operational excellence will enable it to successfully
capitalise on emerging opportunities in the paper and recycling industry.
With a clear long-term vision and responsible growth strategy, the Company remains
well-positioned to create enduring value for its customers, shareholders, employees,
business partners and the communities in which it operates.
MANUFACTURING, QUALITY AND SUSTAINABILITY:
The Company operates a technology-driven manufacturing facility at Shamli, Uttar
Pradesh, focused on the production of recycled kraft paper for diverse packaging and
industrial applications. The Company continues to strengthen its manufacturing
capabilities through modern machinery, process improvements and quality-focused production
practices.
The Company operates multiple paper-making machines, including PM1 and PM2, with the
latter being commissioned in 2021 and designed to facilitate efficient production,
particularly across lighter GSM paper grades. The Company's manufacturing infrastructure
is supported by captive power generation facilities and process-oriented systems aimed at
ensuring operational efficiency and continuity.
Sustainability remains an integral part of the Company's manufacturing philosophy. The
Company manufactures kraft paper using recycled waste paper as its principal raw material,
thereby supporting resource recovery and circularity in the paper value chain.
The Company has also implemented water management and treatment systems at its
manufacturing facility, with the objective of maximising recycling and reuse of process
water. The Company's website states that its manufacturing facility follows a Zero Water
Discharge approach and utilises treated process water back in the manufacturing process.
The Company maintains an Effluent Treatment Plant (ETP) at its manufacturing facility
for treatment and management of process effluents generated from its operations. The
Company continues to monitor the operation and performance of its ETP and associated
environmental management systems to ensure compliance with applicable environmental
standards and regulatory requirements.
The Company follows a structured environmental compliance framework, including periodic
submission of the prescribed environmental statements, returns and compliance reports to
the relevant authorities.
The Company also maintains records relating to the generation, handling and disposal of
hazardous and other wastes arising from its operations and undertakes the requisite
regulatory compliances in this regard.
The Company further monitors key environmental parameters relating to its manufacturing
operations, including air emissions and effluent quality, with a focus on maintaining
compliance with applicable prescribed standards.
These measures form an integral part of the Company's commitment towards responsible
manufacturing, pollution prevention, resource conservation and environmental stewardship.
The Company remains focused on maintaining consistent product quality through
process-driven manufacturing and quality control practices. Its product portfolio
comprises recycled kraft paper across different GSM ranges and specifications, catering to
varied packaging requirements.
The Company is also ISO 14001:2015 certified for Environmental Management Systems and
holds FSCR Certification Code SCS-COC-007456 and FSC Trademark License Code (FSC-C159406),
reflecting its focus on systematic environmental management and responsible sourcing of
relevant forest-based materials.
The Company maintains internationally recognised management system certifications,
including ISO 9001:2015 for Quality Management Systems, ISO 14001:2015 for Environmental
Management Systems and ISO 45001:2018 for Occupational Health and Safety Management
Systems.
These certifications reflect the Company's continued focus on product quality,
environmental responsibility, operational discipline and workplace health and safety.
Occupational Health, Safety and Regulatory Compliance:
The Company maintains a structured framework for occupational health, safety and
statutory compliance across its manufacturing operations. The Company's boiler and
associated equipment are subject to periodic inspection and certification as required
under applicable regulations, and prescribed operating and safety parameters are monitored
on a regular basis. The Company also maintains fire safety systems and equipment at its
manufacturing facility and undertakes periodic checks and maintenance to ensure their
readiness and effectiveness.
The Company monitors key parameters associated with its air emission systems and
manufacturing operations on a regular basis and takes appropriate measures to ensure that
prescribed standards are maintained. These practices, together with the Company's ISO
45001:2018 certification, reflect its continued focus on workplace safety, regulatory
compliance and responsible manufacturing.
Continuous Improvement and Operational Excellence:
The Company follows a structured approach towards continuous improvement, process
efficiency, quality enhancement and workplace safety across its manufacturing operations.
Various process improvement practices are encouraged to identify operational
inefficiencies, minimise process losses, improve workplace organisation and strengthen
safety and productivity.
The Company's improvement practices include 5S workplace management, Kaizen,
Gemba-based problem identification, 5 Why root cause analysis, identification and
elimination of process waste, 3M principles of Muda, Mura and Muri, SMED (Single-Minute
Exchange of Die) and time-study techniques. The Company also undertakes periodic 5S
audits, workplace training and physical inventory checks to strengthen process discipline,
workplace organisation and operational control.
These practices are aimed at reducing avoidable movement and waiting time, preventing
defects, improving resource utilisation, strengthening process consistency and enhancing
overall manufacturing efficiency. The Company continues to encourage employee
participation and a culture of continuous improvement to support operational excellence
and a safe, disciplined and efficient workplace.
STRATEGIC OUTLOOK:
The Company remains committed to strengthening its position as a sustainable and
responsible manufacturer of recycled paper by pursuing a balanced strategy focused on
operational excellence, environmental stewardship and long-term value creation. With a
strong manufacturing foundation, experienced leadership and a clear strategic vision, the
Company continues to position itself for sustainable growth while adapting to the evolving
needs of the paper and packaging industry.
The Board believes that the long-term outlook for the recycled paper and sustainable
packaging industry remains encouraging, driven by increasing environmental awareness,
favourable regulatory developments and the growing preference for recyclable and
paper-based packaging solutions. The Company intends to continue aligning its business
strategy with these evolving market trends while maintaining its commitment to responsible
manufacturing practices.
Going forward, the Company's strategic priorities shall include:
Strengthening manufacturing capabilities through continuous operational improvements
and efficient resource utilisation. Enhancing product quality and customer satisfaction
through consistent manufacturing excellence. Promoting sustainable manufacturing practices
by increasing resource efficiency and environmental responsibility. Pursuing long-term
capacity enhancement and infrastructure development in line with future business
requirements. Exploring opportunities that support renewable energy, circular economy
initiatives and sustainable industrial development. Strengthening corporate governance,
regulatory compliance, risk management and internal control systems. Creating sustainable
long-term value for shareholders while maintaining the highest standards of ethics,
transparency and responsible corporate conduct.
The Company remains confident that its long-term strategic focus, prudent management
practices and commitment towards sustainability, innovation and operational excellence
will continue to support its future growth aspirations and strengthen stakeholder value.
MANUFACTURING EXCELLENCE AND RESPONSIBLE SOURCING:
The Company continues to strengthen its manufacturing capabilities by adopting
efficient production practices, responsible resource utilisation and environmentally
sustainable manufacturing processes. Its integrated manufacturing facility situated at
Shamli, Uttar Pradesh is equipped to manufacture a diversified range of recycled Kraft
Paper catering to the packaging requirements of various industries. Continuous emphasis on
process optimisation, preventive maintenance and quality assurance enables the Company to
consistently deliver products meeting customer expectations while maintaining operational
reliability.
Manufacturing operations are supported by well-defined quality control procedures at
various stages of production to ensure consistency in product specifications and
compliance with applicable quality standards. The Company continues to focus on improving
manufacturing efficiency through optimum utilisation of resources, effective production
planning and continuous monitoring of manufacturing processes.
Sustainability remains an integral part of the Company's manufacturing philosophy. The
continued use of recycled fibre as the primary raw material, together with environmentally
responsible manufacturing practices, reflects the Company's commitment towards conserving
natural resources and promoting the principles of a circular economy.
The Company also continues to promote the use of cleaner fuel alternatives, including
Biomass and Refuse-Derived Fuel (RDF), while maintaining Zero Liquid Discharge (ZLD)
practices across its manufacturing facility as part of its long-term environmental
commitment.
The Company follows a prudent sourcing strategy for procurement of raw materials and
other critical inputs through established suppliers to ensure uninterrupted manufacturing
operations. Continuous evaluation of procurement practices, inventory management and
vendor relationships enables the Company to maintain operational continuity while
supporting efficient resource planning.
Going forward, the Company shall continue to strengthen its manufacturing
infrastructure, improve operational efficiencies, optimise resource utilisation and
reinforce sustainable manufacturing practices to support its long-term growth strategy
while delivering superior value to its customers and other stakeholders.
LISTING OF EQUITY SHARES:
The Equity Shares of the Company are listed on the EMERGE Platform of the National
Stock Exchange of India Limited (NSE EMERGE) under the SME segment. The Equity Shares of
the Company were listed on June 3, 2025, marking a significant milestone in the Company's
growth journey and its transition into the public capital markets.
The successful listing reflects the Company's continued commitment towards high
standards of corporate governance, regulatory compliance, transparency and value creation
for all stakeholders. The listing has strengthened the Company's corporate profile and
enhanced its visibility among investors, financial institutions and other stakeholders.
Being a listed entity has further reinforced the Company's governance framework and
enabled it to adopt best corporate practices while providing greater access to the capital
markets to support its long-term business objectives and strategic growth initiatives. The
Board believes that the listing will continue to strengthen stakeholder confidence and
support the Company's sustainable growth journey in the years ahead.
BUSINESS OUTLOOK FOR FY 2026-27:
The long-term outlook for the paper and packaging industry continues to remain
positive, supported by increasing environmental awareness, favourable regulatory
initiatives, the growing preference for sustainable packaging solutions and the gradual
transition from single-use plastics to recyclable and paper-based alternatives. The
increasing adoption of eco-friendly packaging across industries such as FMCG, food &
beverage, pharmaceuticals, e-commerce and industrial packaging is expected to continue
creating significant opportunities for manufacturers of recycled paper products.
The Company remains optimistic about its future business prospects and is
well-positioned to capitalise on these emerging opportunities through its continued focus
on sustainable manufacturing, operational excellence and customer-centric business
practices. Supported by its experienced management team, integrated manufacturing facility
and established market presence, the Company remains committed to strengthening its
competitive position while delivering consistent value to its customers and stakeholders.
During the coming financial year, the Company intends to continue strengthening its
manufacturing capabilities through its proposed expansion initiatives, continuous process
improvements and efficient utilisation of resources. The Company will also continue to
focus on enhancing product quality, improving operational efficiencies, promoting
environmentally responsible manufacturing practices and supporting long-term sustainable
growth.
The Company shall continue to pursue prudent financial management while maintaining its
commitment towards sustainable manufacturing, environmental stewardship and responsible
corporate governance. Its continued emphasis on the use of recycled fibre, cleaner fuel
alternatives and resource-efficient manufacturing practices reflects its long-term vision
of contributing towards a circular economy and sustainable industrial development.
Looking ahead, the Board remains confident that the Company's strong operational
foundation, prudent business strategy and continued focus on sustainability, operational
excellence and responsible business practices will enable it to successfully navigate
evolving market conditions and capitalise on future growth opportunities.
The Company remains committed to creating sustainable long-term value for its
shareholders, customers, employees, business partners and all other stakeholders.
KRAFT PAPER INDUSTRY OUTLOOK:
The Board of Directors believes that the long-term outlook for the Kraft Paper industry
remains positive and is expected to be supported by increasing environmental awareness,
favourable regulatory initiatives, growing demand for sustainable packaging solutions and
the gradual transition from single-use plastics to recyclable and paper-based
alternatives.
These structural changes are expected to continue creating long-term growth
opportunities for manufacturers engaged in the production of recycled Kraft Paper.
The increasing adoption of paper-based packaging across sectors such as FMCG, food
& beverage, pharmaceuticals, e-commerce, logistics and industrial packaging continues
to strengthen the demand outlook for quality Kraft Paper products.
At the same time, the industry continues to witness changing customer expectations,
increasing emphasis on product quality, sustainability and resource efficiency, thereby
encouraging manufacturers to adopt environmentally responsible manufacturing practices.
The Board also recognises that the industry continues to face certain challenges,
including fluctuations in the availability and pricing of waste paper and other raw
materials, increasing energy and logistics costs, evolving environmental regulations and
intense market competition.
These factors require manufacturers to maintain operational discipline, improve
manufacturing efficiencies and optimise resource utilisation while ensuring consistent
product quality and customer satisfaction.
The Company remains well-positioned to benefit from these emerging opportunities
through its established manufacturing capabilities, experienced management team,
customer-centric approach and continued commitment towards sustainable manufacturing
practices.
The continued emphasis on the use of recycled fibre, Biomass, Refuse-Derived Fuel (RDF)
and Zero Liquid Discharge (ZLD) practices reflects the Company's commitment towards
environmental stewardship, responsible resource utilisation and the principles of a
circular economy.
The Board remains confident that the Company's prudent business strategy, strong
operational foundation and long-term focus on sustainability, manufacturing excellence and
responsible corporate governance will continue to support its future growth while creating
sustainable long-term value for its shareholders and all other stakeholders.
SUSTAINABILITY AND ENVIRONMENTAL COMMITMENT:
Sustainability continues to remain at the core of the Company's business philosophy and
operational strategy.
As a manufacturer of recycled Kraft Paper, the Company is committed to promoting
responsible manufacturing practices that contribute towards environmental conservation,
efficient utilisation of natural resources and the advancement of a circular economy.
The Company continues to manufacture recycled Kraft Paper by predominantly utilising
recycled fibre as its principal raw material, thereby reducing dependence on virgin
resources and supporting the effective utilisation of recyclable waste. This approach not
only contributes towards conservation of natural resources but also supports the broader
objective of sustainable industrial development.
In line with its commitment towards environmentally responsible manufacturing, the
Company continues to promote the use of cleaner fuel alternatives, including Biomass and
Refuse-Derived Fuel (RDF), wherever feasible.
The Company also continues to maintain Zero Liquid Discharge (ZLD) practices at its
manufacturing facility, reflecting its continued focus on responsible water management and
environmental protection.
The Board believes that sustainable manufacturing is not merely a regulatory
requirement but a long-term business responsibility.
Accordingly, the Company remains committed to continuously improving resource
efficiency, reducing its environmental footprint and adopting responsible manufacturing
practices that support long-term business sustainability while creating value for all
stakeholders.
The Company shall continue to pursue sustainable growth by integrating environmental
responsibility with operational excellence, prudent resource management and responsible
corporate governance, thereby contributing towards a cleaner, greener and more sustainable
future.
KEY SUSTAINABILITY INITIATIVES
Recycling-based manufacturing model aligned with the principles of the circular
economy.
Continued use of recycled fibre as the primary raw material for manufacturing recycled
Kraft Paper.
Promotion of cleaner fuel alternatives, including Biomass and Refuse-Derived Fuel
(RDF), to support sustainable manufacturing practices.
Continued implementation of Zero Liquid Discharge (ZLD) practices for responsible water
management and environmental protection.
Focus on efficient utilisation of natural resources through environmentally responsible
manufacturing processes.
Continued commitment towards environmental stewardship, resource conservation and
long-term sustainable industrial development.
ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the
Companies Act, 2013 ("the Act") and the Companies (Management and
Administration) Rules, 2014, as amended, the Annual Return of the Company as on March 31,
2026 is available on the website of the Company.
In terms of the Ministry of Corporate Affairs (MCA) Notification dated March 5, 2021,
the requirement of annexing the extract of the Annual Return in Form MGT-9 to the Board's
Report has been omitted.
The Annual Return of the Company for the financial year ended March 31, 2026 may be
accessed at the following web-link:
https://www.nikitagreentechrecycling.com/annual-return.
DIVIDEND AND TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT,
2013:
The Board of Directors has not recommended any dividend on the Equity Shares of the
Company for the financial year ended March 31, 2026. The Board believes that retaining the
profits within the business would enable the Company to strengthen its financial position,
support its operational requirements and pursue its long-term strategic objectives.
Further, in view of the above, no amount has been transferred to the General Reserve
during the financial year ended March 31, 2026.
TRANSFER TO GENERAL RESERVE:
The Board of Directors has decided not to transfer any amount to the General Reserve
for the financial year ended March 31, 2026. The Company has retained the profits of the
year to support its business operations, strengthen its financial position and meet its
future business requirements.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:
The provisions of Section 125 of the Companies Act, 2013 relating to transfer of
unclaimed dividend to the Investor Education and Protection Fund (IEPF) are not applicable
to the Company, as no dividend has been declared by the Company since its incorporation
and consequently, there was no unclaimed dividend required to be transferred to the IEPF
during the financial year ended March 31, 2026.
Further, in compliance with the applicable provisions of the Companies Act, 2013 and
the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, the Company has designated Mr. Divam Mittal, Company Secretary &
Compliance Officer, as the Nodal Officer for the purposes of coordination with the IEPF
Authority.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE
FINANCIAL YEAR AND THE DATE OF THIS REPORT:
Subsequent to the close of the financial year ended March 31, 2026 and up to the date
of this Report, the Company has undertaken certain strategic initiatives and developments
in the ordinary course of its business. These include progress in relation to the
Company's approved expansion project, including commencement of activities for upgradation
and capacity enhancement of Paper Machine I (PM-I) and receipt of the Letter of Comfort
from Invest UP in connection with the approved expansion project under the Uttar Pradesh
Industrial Investment & Employment Promotion Policy, 2022.
The aforesaid developments have been duly disclosed to the Stock Exchange in accordance
with the applicable provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and are discussed elsewhere in this Annual Report.
Save as stated above, no other material changes or commitments have occurred after the
close of the financial year ended March 31, 2026 and up to the date of this Report which
have materially affected, or are likely to materially affect, the financial position of
the Company.
DETAILS OF MEETINGS OF BOARD OF DIRECTOR'S AND GENERAL MEETINGS HELD DURING THE
FINANCIAL YEAR 2025-2026:
BOARD MEETINGS:
The Board of Directors meets at regular intervals to review the Company's performance,
deliberate on strategic, operational and regulatory matters, and provide guidance on the
overall management and affairs of the Company.
The Board plays an active role in formulating business strategies, monitoring
operational performance and ensuring compliance with the applicable statutory and
regulatory requirements. The agenda for each Board Meeting, together with detailed
explanatory notes and supporting papers, is circulated to the Directors well in advance to
facilitate informed deliberations and effective decision-making.
Wherever considered necessary in the interest of the Company, meetings are convened at
shorter notice or resolutions are passed by circulation in accordance with the applicable
provisions of the Companies Act, 2013 and the Secretarial Standards issued by the
Institute of Company Secretaries of India. During the financial year ended March 31, 2026,
a total of 13 (thirteen) Board Meetings were convened and held.
The gap between any two consecutive Board Meetings was within the period prescribed
under the Companies Act, 2013 and the applicable Secretarial Standards.
COMPLIANCE WITH DIRECTORSHIP AND COMMITTEE MEMBERSHIP LIMITS:
The Company confirms that the Directors of the Company are in compliance with the
applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 relating to the maximum permissible number of
directorships and memberships / chairpersonships of committees of listed entities.
Sl. No Date of Meeting |
Sudhir Kumar Bansal* |
Ashok Kumar Bansal |
Ayush Bansal |
Sandhya Bansal |
Sudhir Kumar Jain |
Akash Gupta |
Ashok Kumar Mittal** |
Shitij Sharma*** |
. |
Chairman (DIN: 00321226) |
Managing Director (DIN: 00321238) |
Whole- Time Director# (DIN: 00774900) |
Executive Director (DIN: 09190361) |
Non-Executive Independent Director (DIN: 10442316) |
Non-Executive Independent Director (DIN: 07392916) |
Non-Executive Independent Director (DIN: 00246177) |
Non-Executive Independent Director (DIN: 09718632) |
1. 12-04-2025 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Not Applicable |
2. 07-05-2025 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Not Applicable |
3. 20-05-2025 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Not Applicable |
4. 26-05-2025 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Not Applicable |
5. 30-05-2025 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Not Applicable |
6. 10-06-2025 |
Yes |
Yes |
Yes |
Yes |
No |
Yes |
No |
Not Applicable |
7. 21-06-2025 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Not Applicable |
8. 23-06-2025 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Not Applicable |
9. 31-07-2025 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Not Applicable |
Yes |
10. 20-08-2025 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Not Applicable |
Yes |
11. 14-11-2025 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Not Applicable |
Yes |
12. 29-12-2025 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Not Applicable |
Yes |
13. 30-03-2026 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Not Applicable |
Yes |
* Mr. Sudhir Kumar Bansal (DIN: 00321226), Chairman of the Company, chaired all the
Board Meetings held during the financial year ended March 31, 2026.
** Mr. Ashok Kumar Mittal (DIN: 00246177) resigned from the office of Non-Executive
Independent Director of the Company with effect from June 23, 2025. He attended the Board
Meeting held on June 23, 2025. Accordingly, his attendance was not applicable for the
Board Meetings held thereafter.
*** Mr. Shitij Sharma (DIN: 09718632) was appointed as a Non-Executive Independent
Director of the Company with effect from June 23, 2025. Accordingly, his attendance was
not applicable for the Board Meetings held prior to June 23, 2025, including the Board
Meeting held on June 23, 2025.
# Mr. Ayush Bansal (DIN: 00774900) is proposed to be re-appointed as Whole-Time
Director of the Company for a further term of five (5) consecutive years commencing from
April 1, 2026 to March 31, 2031. The proposed re-appointment is being placed before the
Members in the context of an inadvertent procedural omission in the formal approval of his
continuation/re-appointment after expiry of his earlier tenure.
INDEPENDENT DIRECTORS' MEETINGS:
The Independent Directors of the Company play an important role in ensuring effective
corporate governance, objective oversight and independent judgement in the functioning of
the Board. In accordance with the applicable provisions of the Companies Act, 2013 and
Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Independent Directors are required to hold separate meetings, without the
presence of Non-Independent Directors and members of the management, to deliberate on
matters relating to the performance and effectiveness of the Board and its members.
During the financial year ended March 31, 2026, the Independent Directors of the
Company held 3 (three) separate meetings on, May 20, 2025, February 05, 2026 and March 25,
2026.
The Independent Directors, inter alia, reviewed the performance of the Non-Independent
Directors and the Board as a whole, reviewed the performance of the Chairperson taking
into account the views of the Executive and Non-Executive Directors, and assessed the
quality, quantity and timeliness of the flow of information between the Company Management
and the Board of Directors.
The Independent Directors also considered other matters placed before them in
accordance with the applicable provisions.
Date of Meeting |
Sudhir Kumar Jain |
Akash Gupta* |
Shitij Sharma** |
|
Non-Executive Independent Director (DIN: 10442316) |
Non-Executive Independent Director (DIN: 07392916) |
Non-Executive Independent Director (DIN: 09718632) |
20-05-2025 |
Yes |
Yes |
Not Applicable |
05-02-2026 |
Yes |
Yes |
Yes |
25-03-2026 |
Yes |
Yes |
Yes |
Directors' Meetings held on May 20, 2025, February 05, 2026 and March 25, 2026.
** Mr. Ashok Kumar Mittal (DIN: 00246177) was a Non-Executive Independent Director of
the Company and attended the Independent Directors' Meeting held on May 20, 2025. He
resigned from the office of Non-Executive Independent Director with effect from June 23,
2025. Accordingly, his participation was Not Applicable for the Independent Directors'
Meetings held thereafter.
Mr. Shitij Sharma (DIN: 09718632) was appointed as a Non-Executive Independent Director
of the Company with effect from June 23, 2025. Accordingly, his participation was not
applicable for the Independent Directors' Meeting held on May 20, 2025.
GENERAL MEETINGS:
Annual General Meeting (AGM):
The 36th Annual General Meeting ("AGM") of the Company for the
financial year ended March 31, 2025 was held on September 30, 2025 through Video
Conferencing ("VC") / Other Audio-Visual Means ("OAVM"), in compliance
with the applicable provisions of the Companies Act, 2013, the Rules made thereunder and
the applicable SEBI Regulations.
The Members considered and approved all the business items set out in the Notice
convening the AGM.
Extra-Ordinary General Meeting (EGM):
No Extra-Ordinary General Meeting of the Members was held during the financial year
ended March 31, 2026.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, state that:
a) in the preparation of the annual accounts for the financial year ended March 31,
2026, the applicable accounting standards had been followed along with proper explanation
relating to material departures, if any; b) 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 March 31, 2026 and of the profit of the Company for the financial year ended
on that date; c) 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; d) the Directors had prepared the annual accounts on a going concern
basis; e) 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; and f) 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.
CEO AND CFO CERTIFICATION:
Although the provisions relating to the certification by the Chief Executive Officer
(CEO) and the Chief Financial Officer (CFO) under Regulation 17(8) read with Part B of
Schedule II of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are presently not mandatorily applicable to the
Company, the Company has, as a measure of good corporate governance, voluntarily obtained
the said certification for the financial year ended March 31, 2026.
Accordingly, the Managing Director (MD) and the Chief Financial Officer (CFO) have
furnished the requisite certificate to the Board of Directors confirming, inter alia, the
accuracy and completeness of the Financial Statements and the Statement of Cash Flows for
the financial year ended March 31, 2026, the adequacy and effectiveness of the Company's
Internal Financial Controls, and the disclosure of all significant matters to the Audit
Committee. The said Certificate is annexed to this Report as Annexure I and forms an
integral part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management
Discussion and Analysis Report for the financial year ended March 31, 2026 is annexed to
this Report as Annexure II and forms an integral part of this Annual Report.
DISCLOSURE OF ACCOUNTING TREATMENT:
During the financial year under review, the Company has followed the applicable
Accounting Standards in the preparation of its financial statements and has not adopted
any accounting treatment different from that prescribed under the applicable Accounting
Standards. Accordingly, no disclosure or explanation in respect of any alternative
accounting treatment is required.
STATUTORY AUDITORS AND REPORT THEREON:
M/s. Mittal Goel & Associates, Chartered Accountants (Firm Registration No.
017577N), were appointed as the Statutory Auditors of the Company at the 35th Annual
General Meeting held on September 30, 2024, to hold office for a term of five consecutive
years, until the conclusion of the 40th Annual General Meeting of the Company.
The Statutory Auditors have audited the Standalone Financial Statements of the Company
for the financial year ended March 31, 2026 and have issued an unmodified (clean) audit
opinion thereon. The Auditors' Report does not contain any qualification, reservation,
adverse remark or disclaimer. The observations made by the Statutory Auditors in their
Report are self-explanatory and, therefore, do not call for any further comments by the
Board of Directors.
M/s. Mittal Goel & Associates is an ICAI peer reviewed firm and holds a valid Peer
Review Certificate numbered 024733 issued by the Peer Review Board of the Institute of
Chartered Accountants of India (ICAI). The Board places on record its appreciation for the
professional services and guidance provided by the Statutory Auditors during the year
under review.
Further, during the financial year under review, the Statutory Auditors have not
reported any instance of fraud under Section 143(12) of the Companies Act, 2013.
RESOLUTION PASSED THROUGH POSTAL BALLOT:
During the financial year ended March 31, 2026, no resolution was passed by the Members
through Postal Ballot in accordance with the provisions of Section 110 of the Companies
Act, 2013 read with the Companies (Management and Administration) Rules, 2014. Further, no
Postal Ballot process was initiated or was in progress as on the date of this Report.
SECRETARIAL AUDITORS AND AUDITORS' REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors had appointed M/s. MMA & Partners, Company Secretaries (F.R. N.
P2015UP081000), as the Secretarial Auditor of the Company to conduct the Secretarial Audit
for the financial year ended March 31, 2026.
During the financial year under review, there was a change in the Secretarial Auditor
of the Company. M/s. R Malhotra & Associates, Company Secretaries, resigned from the
office of Secretarial Auditor with effect from June 23, 2025. The Board, at its meeting
held on June 23, 2025, took note of and accepted the resignation and appointed M/s. Amit
Saxena & Associates, Company Secretaries, as the Secretarial Auditor of the Company
for the financial year 2025-26.
Subsequently, M/s. Amit Saxena & Associates, Company Secretaries, resigned from the
office of Secretarial Auditor with effect from August 18, 2025. Thereafter, the Board, at
its meeting held on August 20, 2025, approved the appointment of M/s. MMA & Partners,
Company Secretaries, as the Secretarial Auditor of the Company for conducting the
Secretarial Audit for the financial year 2025-26.
The Secretarial Audit Report in Form No. MR-3 for the financial year ended March 31,
2026 has been received from the Secretarial Auditor. The said Report does not contain any
qualification, reservation, adverse remark or disclaimer.
The observations made by the Secretarial Auditor in the Report are self-explanatory
and, therefore, do not call for any further comments by the Board.
The Secretarial Audit Report in Form No. MR-3 is annexed to this Report as Annexure III
and forms an integral part of this Annual Report.
M/s. MMA & Partners is a peer reviewed firm and holds Peer Review Certificate No.
3163/2023. The Board places on record its appreciation for the professional services and
guidance provided by the Secretarial Auditor during the year under review.
Further, pursuant to Regulation 34(3) read with Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has obtained a certificate from M/s. MMA & Partners, Company
Secretaries, confirming that none of the Directors on the Board of the Company has been
debarred or disqualified from being appointed or continuing as Director by the
Securities and Exchange Board of India (SEBI), the Ministry of Corporate Affairs (MCA)
or any other statutory authority. The said Certificate forms part of this Annual Report as
Annexure VII.
Further, the Board of Directors, at its meeting held on May 25, 2026, approved the
re-appointment of M/s. MMA & Partners, Company Secretaries (F.R. N. P2015UP081000), as
the Secretarial Auditor of the Company for conducting the Secretarial Audit for the
financial years from 2026-27 to 2028-29, with effect from May 25, 2026. The subsequent
clarification issued by the Company on May 26, 2026 corrected the earlier inadvertent
reference to 2026-27 and 2028-29 and clarified that the tenure is for the
financial years 2026-27 to 2028-29.
INTERNAL AUDITOR, INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13
of the Companies (Accounts) Rules, 2014, M/s. Arora Vikas & Associates, Chartered
Accountants, acted as the Internal Auditors of the Company for the financial year ended
March 31, 2026.
During the year, M/s. Arora Vikas & Associates, Chartered Accountants, tendered
their resignation from the office of Internal Auditor with effect from the close of
business hours on May 08, 2026, due to their preoccupation and engagement in other
professional assignments. The Board of Directors placed on record its appreciation for the
valuable services rendered by them during their tenure.
Based on the recommendation of the Audit Committee, the Board of Directors, at its
Meeting held on May 25, 2026, approved the appointment of M/s. VMT & Co. LLP,
Chartered Accountants (Firm Registration No. N500048), as the Internal Auditors of the
Company for the financial year 2026 27.
M/s. VMT & Co. LLP is a Firm of Chartered Accountants having experience in the
areas of internal audit, governance reviews, risk advisory, compliance management and
internal financial controls across various industries. The appointment of M/s. VMT &
Co. LLP is aimed at further strengthening the Company's internal audit, internal control,
governance and risk management framework.
The Internal Auditors conduct periodic internal audits in accordance with the scope
approved by the Audit Committee and submit their reports periodically. The Internal Audit
Reports, together with the observations and recommendations, are reviewed by the Audit
Committee, and appropriate corrective actions are taken by the Management, wherever
considered necessary. The Company has an adequate system of Internal Financial Controls
and internal control mechanisms commensurate with the size, nature and complexity of its
business operations.
The internal control framework is designed to ensure the orderly and efficient conduct
of business, safeguarding of assets, accuracy and completeness of accounting records,
prevention and detection of frauds and errors, compliance with applicable laws and
regulations, and timely preparation of reliable financial information.
The Internal Audit function independently evaluates the adequacy and effectiveness of
the Company's internal control systems, operational processes and compliance framework,
and reports its findings to the Audit Committee. The Audit Committee periodically reviews
the Internal Audit Reports and monitors the implementation of the recommendations to
further strengthen the Company's internal control environment.
Based on the reports of the Internal Auditors and the review carried out by the Audit
Committee, the Board is of the opinion that the Company has adequate Internal Financial
Controls, which were operating effectively during the financial year ended March 31, 2026.
COMPLIANCE OF SECRETARIAL STANDARDS:
The Company has complied with the applicable provisions of the Secretarial Standards,
namely Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial
Standard on General Meetings (SS-2), issued by the Institute of Company Secretaries of
India (ICSI) and made mandatory under Section 118(10) of the Companies Act, 2013, read
with the applicable notifications issued by the Central Government.
RESPONSE TO AUDITOR'S REMARKS:
The Statutory Auditors' Report and the Secretarial Audit Report for the financial year
ended March 31, 2026 do not contain any qualification, reservation, adverse remark or
disclaimer.
The observations made by the Statutory Auditors and the Secretarial Auditor in their
respective Reports are self-explanatory and, wherever applicable, have been appropriately
dealt with in the Notes forming part of the Financial Statements. Accordingly, they do not
call for any further comments by the Board of Directors.
NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS:
The provisions relating to the maintenance of cost records as specified under Section
148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules,
2014, are not applicable to the Company for the financial year ended March 31, 2026.
Accordingly, the Company is not required to maintain cost records or appoint a Cost
Auditor under the aforesaid provisions.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013 (as amended):
During the financial year under review, the Company did not grant any loans exceeding
the limits prescribed under Section 186, did not provide any guarantees, and did not make
any investments exceeding the limits prescribed under Section 186 of the Companies Act,
2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014.
The particulars of Non-Current Investments for the financial year 2025-26 are given in
Note 13 of the Notes to the Financial Statements.
The details of Long-Term Loans and Advances and Short-Term Loans and Advances for the
financial year 2025 26 are presented in Note 14 and Note 18, respectively, of the Notes to
the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Pursuant to the provisions of Section 188 of the Companies Act, 2013 read with the
applicable Rules framed thereunder and Regulation 23 of the Securities and Exchange Board
of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on
Related Party Transactions, which is available on the Company's website under the Policies
section at:
https://www.nikitagreentechrecycling.com/policies.
The Policy lays down the framework for identification, approval, review and reporting
of Related Party Transactions and is intended to ensure that all such transactions are
undertaken in compliance with the applicable provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Policy provides a framework for identification of related parties, approval and
review of related party transactions, determination of materiality thresholds and ensuring
that all such transactions are undertaken on an arm's length basis and in the ordinary
course of business, wherever applicable.
During the financial year under review, the Related Party Transactions Policy was
reviewed and amended by the Audit Committee and approved by the Board of Directors at its
Meeting held on March 30, 2026, to align the Policy with the amendments made to Regulation
23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
including the introduction of Schedule XII, enhanced disclosure requirements and the
latest SEBI/NSE circulars.
Your Company does not have a Material Subsidiary as defined under
Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (as amended).
All Related Party Transactions are placed before the Audit Committee for its prior
approval. Further, a statement containing the details of Related Party Transactions
entered into during each quarter is placed before the Audit Committee for its periodic
review.
The Company also complies with the disclosure requirements relating to Related Party
Transactions as prescribed under the applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
During the financial year ended March 31, 2026, all Related Party Transactions entered
into by the Company were in the ordinary course of business and on an arm's length basis.
There were no materially significant Related Party Transactions entered into by the
Company with its Promoters, Directors, Key Managerial Personnel or other Related Parties
that could have had a potential conflict with the interests of the Company.
Accordingly, the disclosure of Related Party Transactions in Form AOC-2, as prescribed
under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, is annexed to this Board's Report as Annexure IV.
The disclosures relating to Related Party Transactions, as required under Accounting
Standard (AS) 18 Related Party Disclosures, have been made in Annexure VIII to the Notes
forming part of the Standalone Financial Statements for the financial year ended March 31,
2026.
CORPORATE SOCIAL RESPONSIBILITY:
The Company firmly believes that sustainable business growth is intrinsically linked
with the well-being of society and the environment. Corporate Social Responsibility
("CSR") is, therefore, not viewed merely as a statutory obligation but as an
integral part of the Company's philosophy of responsible and sustainable business.
Through its CSR initiatives, the Company strives to create long-term social value by
supporting programmes that promote education, social inclusion, community welfare and
sustainable development.
During the financial year under review, the Company undertook CSR initiatives through
eligible implementing agencies registered with the Ministry of Corporate Affairs, focusing
primarily on education, social equality and community development.
The CSR projects undertaken by the Company were aimed at creating sustainable and
measurable social impact while contributing towards the objectives specified under
Schedule VII of the Companies Act, 2013.
The Company supported a number of impactful initiatives across the areas of education,
social equality and community development. Under its Social Equality initiative, the
Company extended support to organisations engaged in the care, rehabilitation and welfare
of abandoned, destitute and mentally challenged individuals, thereby contributing towards
their rehabilitation, dignity and social inclusion.
The Company also continued its commitment towards promoting education by supporting
initiatives relating to higher education, academic capacity building and science
education, aimed at enhancing knowledge, encouraging scientific temperament and creating
better learning opportunities for students and young learners.
As part of its education initiatives, the Company partnered with Bharat Lok Shiksha
Parishad for implementation of the Ekal Vidyalaya Project, which provides non-formal
primary education, value-based learning, health and hygiene awareness, general knowledge,
physical education and personality development to children residing in rural areas.
During the financial year, the project covered eight villages in Shahjahanpur District,
Uttar Pradesh, benefitting 240 students through structured learning programmes conducted
by trained local teachers.
The Company also extended financial support to the Institute of Management &
Advanced Studies (IMAS), Lucknow, for organising educational and knowledge enhancement
programmes aimed at promoting academic excellence, capacity building and dissemination of
knowledge.
Further, the Company supported the Indian Science Communication Society (ISCOS),
Lucknow, in conducting science education and awareness initiatives to promote scientific
temperament, innovation and knowledge dissemination amongst students and society.
The implementing agencies submitted utilisation certificates confirming that the CSR
funds released by the Company were utilised entirely for the sanctioned objectives.
"The projects undertaken through the implementing agencies were periodically
monitored by the CSR Committee to ensure effective utilisation of funds and achievement of
the intended social objectives."
In addition to the CSR expenditure recognised under Section 135 of the Companies Act,
2013, the Company voluntarily supports several humanitarian and community welfare
initiatives through its own resources, which are not claimed as CSR expenditure under the
applicable statutory provisions.
These voluntary initiatives include contributions towards community kitchens such as
Nandi Rasoi and Prabhuji Ki Rasoi, which provide free meals to economically weaker
sections of society, assistance to Gaushalas for the care and feeding of abandoned and
destitute cattle, and support to organisations engaged in humanitarian and community
welfare activities.
These initiatives reflect the Company's enduring commitment to compassion, social
responsibility and community welfare beyond the statutory CSR framework.
The Company remains committed to creating sustainable social impact through transparent
implementation of CSR projects and continues to evaluate opportunities that contribute
towards inclusive growth, education, community development and environmental
sustainability.
All CSR projects undertaken during the year were implemented in accordance with the
approved CSR Policy and the Annual CSR Action Plan adopted by the Board.
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted a
Corporate Social Responsibility (CSR) Policy, which lays down the guiding principles and
framework for undertaking CSR activities in accordance with the provisions of the Act.
The Company has constituted a Corporate Social Responsibility (CSR) Committee of the
Board to formulate and recommend the CSR Policy, recommend the annual CSR Action Plan and
monitor the implementation of the CSR projects and programmes undertaken by the Company in
accordance with the applicable statutory provisions.
The CSR Committee comprises:
Name of the Member |
DIN No. |
Designation in the Committee |
Nature of Directorship |
Mr. Ashok Kumar Bansal |
00321238 |
Chairman |
Managing Director |
Mr. Sudhir Kumar Jain |
10442316 |
Member |
Non-Executive Independent Director |
Mr. Akash Gupta |
07392916 |
Member |
Non-Executive Independent Director |
Web links where composition of CSR Committee, CSR Policy and CSR Projects approved by
the Board are disclosed on the website of the Company:
The Following are the Weblinks:
Composition: https://www.nikitagreentechrecycling.com/committees CSR Policy:
https://www.nikitagreentechrecycling.com/policies CSR Projects:
https://www.nikitagreentechrecycling.com/csr
Details of Impact assessment of CSR Projects carried out in pursuance of sub-rule (3)
of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014:
The provisions of Rule 8 of the Companies (Corporate Social Responsibility Policy)
Rules, 2014 are not applicable on the Company.
Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of
the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for
set off for the financial year, if any:
The Company had an amount of Rs. 23,818.98 available for set-off under Rule 7(3) of the
Companies (Corporate Social Responsibility Policy) Rules, 2014, arising from the excess
CSR expenditure incurred during the financial year ended March 31, 2025.
However, the Company did not avail such set-off while discharging its CSR obligation
for the financial year ended March 31, 2026 and independently fulfilled its entire CSR
obligation for the year. Accordingly, the amount required to be set off during the
financial year was Nil.
Average net profit of the Company as per Section 135(5):
The average net profit of the Company computed in accordance with the provisions of
Section 135(5) of the Companies Act, 2013 is Rs. 2,285.56 Lakhs.
(a) Two percent of average net profit of the Company as per section 135(5):
Rs. 45.71 Lacs.
(b) Surplus arising out of the CSR projects or programmes or activities of the previous
financial years: NIL.
(c) Amount required to be set off for the financial year, if any:
The Company had an amount of Rs. 23,818.98 available for set-off under Rule 7(3) of the
Companies (Corporate Social Responsibility Policy) Rules, 2014, arising from the excess
CSR expenditure incurred during the financial year ended March 31, 2025.
However, the Company did not avail such set-off while discharging its CSR obligation
for the financial year ended March 31, 2026 and independently fulfilled its entire CSR
obligation for the year. Accordingly, the amount required to be set off during the
financial year was Nil.
(d) Total CSR obligation for the financial year (7a+7b+7c):
Rs. 45.71 Lacs.
(a) CSR Amount spent or unspent for the financial year:
Total Amount spent for the |
|
Amount Unspent (In Rs.) |
Financial Year (In Lacs Rs.) |
Total Amount transferred to Unspent CSR Account as per
section 135(6) |
Amount transferred to any fund specified under Schedule
VII as per second proviso to section 135(5) |
|
Amount |
Date of Transfer |
Name of the Fund |
Amount |
Date of transfer |
46.00 |
NIL |
NA |
NA |
NIL |
NA |
(b) Details of CSR amount spent against ongoing projects for the financial year: Not
Applicable.
(c) Details of CSR amount spent against other than ongoing projects for the financial
year:
(1) |
(2) |
(3) |
(4) |
(5) |
|
(6) |
(7) |
(8) |
Sl. No |
Name of the Project |
Item from the list of activities in schedule VII to the Act |
Local Area (Yes/ |
Location of the project |
Amount spent for the project (In Lacs Rs.) |
Mode of implement ation |
Mode of implementation Through Implementing agency |
|
|
|
No) |
State |
District |
|
Direct (Yes/No) |
Name CSR registr ation Number |
1. |
Social Equality |
(iii) |
Yes |
Uttar Pradesh |
Shamli |
1.00 |
No |
Apna Ghar (CSR0000 Ashram 9304) |
2. |
Ekal Vidyalayas |
(ii) |
No |
Uttar Pradesh |
Sahjahapur |
2.50 |
No |
Bharat Lok (CSR0000 Shiksha 0667) Parishad |
3. |
Education |
(ii) |
No |
Uttar Pradesh |
Lucknow |
15.00 |
No |
Institute of (CSR0005 Management 3583) & Advanced Studies |
4. |
Education |
(ii) |
No |
Uttar Pradesh |
Lucknow |
27.50 |
No |
Indian Science (CSR0005 Communicatio 3582) n Society |
|
|
TOTAL |
|
|
46.00 |
|
|
|
(d) Amount spent in Administrative Overheads: NIL.
(e) Amount spent in Impact Assessment, if applicable: NIL.
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): Rs. 46.00 Lacs.
(g) Excess amount for set off, if any: Rs. 0.29 Lacs.
(a) Details of unspent CSR amount for the preceding three financial years:
| Sl. No. Preceding Financial Year |
Amount transferred to Unspent CSR Account under section 135(6) (In
Lacs Rs.) |
Amount spent in the reporting Financial Year (In Lacs Rs.) |
Amount transferred to any fund specified under Schedule VII as per
section 135(6), if any |
Amount remaining to be spent in succeeding financial
years (In Lacs Rs.) |
|
|
|
Name of the fund |
Amount (In Lacs Rs.) |
Date of Transfer |
1. 2024-25 |
NIL |
NIL |
NA |
NIL |
NA |
NIL |
2. 2023-24 |
NIL |
NIL |
NA |
NIL |
NA |
NIL |
3. 2022-23 |
NIL |
NIL |
NA |
NIL |
NA |
NIL |
(b) Details of CSR amount spent in the financial year for ongoing projects for the
preceding financial year(s):
Not Applicable.
In case of creation or acquisition of capital asset, furnish the details relating to
the asset so created or acquired through CSR spent in the financial year:
No capital asset was created / acquired for financial year through CSR spend.
Specify the reason(s), if the Company has failed to spend two per cent of the average
net profit as per section 135(5):
Not Applicable.
The Company remains committed to conducting its business in a socially responsible and
environmentally sustainable manner. Through its Corporate Social Responsibility
initiatives, the Company continues to contribute towards the socio-economic development of
society by supporting projects and programmes undertaken in the areas specified under
Schedule VII of the Companies Act, 2013.
The CSR initiatives undertaken during the financial year reflect the Company's
continued commitment towards inclusive growth, community welfare and sustainable
development. The Company shall continue to identify and undertake meaningful CSR
activities in accordance with its CSR Policy and the applicable provisions of the
Companies Act, 2013, with the objective of creating a positive and lasting impact on
society.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION:
Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, the Company
confirms that, except as disclosed elsewhere in this Annual Report, there have been no
material changes or significant commitments occurring after the close of the financial
year ended March 31, 2026 and up to the date of this Report which have materially
affected, or are likely to materially affect, the financial position, operations or
business performance of the Company, except the following:
1. Capacity Expansion Project
As part of its long-term growth strategy and in order to cater to the increasing demand
for its products in the domestic and international markets, the Company has initiated the
implementation of a major capacity expansion project through the upgradation,
modernization and expansion of Paper Machine I (PM-I) at its manufacturing facility
situated at C-10, Industrial Estate, Panipat Road, Shamli, Uttar Pradesh.
The project involves procurement, installation, integration and commissioning of
upgraded machinery and related equipment with the objective of enhancing production
capacity, improving operational efficiency, strengthening product quality and supporting
the Company's future growth plans. The proposed project involves an estimated investment
of 107.54 Crore, which is proposed to be financed through internal accruals and/or
external borrowings or such other permissible modes as may be approved by the Board from
time to time. The implementation of the project is expected to significantly strengthen
the Company's manufacturing capabilities and improve its long-term competitiveness.
2. Letter of Comfort from Invest UP
Subsequent to the close of the financial year, the Company received a Letter of Comfort
from Invest UP, Government of Uttar Pradesh, in respect of the aforesaid expansion project
under the Uttar Pradesh Industrial Investment & Employment Promotion Policy, 2022.
The Letter of Comfort pertains to the Company's approved expansion project involving a
proposed investment of 107.54 Crore and enables the Company to avail the applicable fiscal
incentives, including eligibility for Net SGST Reimbursement, subject to fulfilment of the
prescribed terms and conditions, applicable policy provisions and receipt of the necessary
approvals from the competent authorities.
3. Empanelment by Indraprastha Gas Limited (IGL)
During the period under review, the Company also received a Letter of Empanelment from
Indraprastha Gas Limited (IGL) pursuant to its Expression of Interest submitted for
empanelment of execution partners for setting up Compressed Bio Gas (CBG) Plant(s) jointly
with IGL.
Pursuant to the empanelment, the Company has been recognised as an Execution Partner
for setting up CBG plants of a minimum production capacity of 2 TPD, initially for a
period of one year. The Company has been advised to submit individual project proposals
along with the requisite technical, commercial and financial details for evaluation by
IGL.
The empanelment, however, does not create any binding financial commitment or guarantee
of project execution at this stage and any future collaboration shall be subject to
techno-commercial feasibility, execution of definitive agreements and receipt of all
necessary statutory and regulatory approvals.
The Board believes that the above developments are aligned with the Company's long-term
strategic objectives and are expected to strengthen its manufacturing capabilities,
sustainability initiatives and future growth prospects, thereby creating long-term value
for all stakeholders.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with
Rule 8 of the Companies (Accounts) Rules, 2014, (as amended) the particulars relating to
conservation of energy, technology absorption, foreign exchange earnings and outgo are set
out hereunder:
A. Conservation of Energy:
i. Steps Taken or Impact on Conservation of Energy:
Conservation of energy continues to remain one of the key operational priorities of the
Company. Nikita Greentech Recycling Limited has adopted various energy conservation
measures aimed at improving operational efficiency, reducing energy consumption and
promoting environmentally sustainable manufacturing practices.
During the financial year under review, the Company continued to undertake several
initiatives, including optimisation of manufacturing processes, periodic energy audits,
preventive maintenance of plant and machinery, installation of energy-efficient equipment,
replacement of conventional lighting with LED lighting wherever feasible, and continuous
monitoring of specific energy consumption.
These initiatives have resulted in more efficient utilisation of energy resources,
improved operational efficiency and reduction in overall energy consumption.
The Company remains committed to continuously adopting best practices in energy
management to minimise its environmental footprint while ensuring sustainable and
cost-effective operations.
ii. Steps Taken for Utilizing Alternate Sources of Energy:
The Company is committed to reducing its dependence on conventional sources of energy
through the adoption of cleaner and sustainable energy alternatives.
During the year under review, the Company continued to utilise Solar Power, Biomass and
Refuse-Derived Fuel (RDF) as alternate sources of energy to support its manufacturing
operations.
The installation and utilisation of solar power systems have contributed towards
reducing dependence on grid electricity, while the increased use of Biomass and RDF has
enabled the Company to reduce the consumption of conventional fossil fuels and lower
greenhouse gas emissions.
The Company also continued to strengthen its waste-to-energy initiatives by promoting
the utilisation of RDF as an environmentally responsible fuel, thereby supporting
efficient waste management, resource conservation and the principles of the circular
economy.
The Company shall continue to explore additional renewable and alternate sources of
energy with the objective of improving energy efficiency, reducing carbon emissions and
enhancing long-term sustainability. iii. Capital Investment on Energy Conservation
Equipment:
The Company continues to make capital investments in modern and energy-efficient
technologies as part of its long-term sustainability strategy.
During the financial year, the Company incurred capital expenditure on the upgradation
of energy-efficient plant and machinery, installation of high-efficiency motors,
energy-saving electrical systems, LED lighting, process optimisation equipment and other
energy conservation initiatives aimed at improving operational efficiency and reducing
energy consumption.
Further, the Company has initiated significant investments towards its proposed
Waste-to-Energy Project and the capacity expansion of its manufacturing facilities, which
are expected to further improve fuel efficiency, optimise resource utilisation and
strengthen the Company's commitment towards sustainable manufacturing and environmental
stewardship.
The Company remains committed to making continuous investments in modern technologies,
cleaner energy solutions and resource-efficient infrastructure to achieve long-term
operational excellence and sustainable growth.
B. Technology absorption:
i. Efforts Made Towards Technology Absorption:
The Company continues to focus on technological upgradation and process innovation with
the objective of improving operational efficiency, product quality, resource optimisation
and sustainable manufacturing practices. Continuous efforts are being made towards
modernisation of plant and machinery, automation of manufacturing processes, optimisation
of production parameters and adoption of advanced manufacturing technologies.
The Company also undertakes continuous evaluation of emerging technologies and
manufacturing practices to enhance productivity, minimise process losses, improve product
quality and strengthen its long-term manufacturing capabilities.
ii. Benefits Derived:
The initiatives undertaken towards technology absorption have resulted in several
operational and commercial benefits, including:
Improvement in manufacturing efficiency and productivity. Enhancement in product
quality and product consistency. Better utilisation of raw materials, fuel and other
resources. Reduction in process losses and optimisation of operating costs.
Improved operational reliability through automation and modern manufacturing systems.
Strengthening of environmentally sustainable manufacturing practices through improved
resource efficiency.
iii. Imported Technology (During the Last Three Years):
a) Details of Technology Imported:
During the financial year, the Company imported an advanced 2800 MM Double Wires Paper
Machine Line along with standard accessories for the modernisation and capacity
enhancement of Paper Machine I (PM-I) at its manufacturing facility. The imported
machinery is expected to significantly improve production efficiency, product quality,
operational reliability and manufacturing capability.
b) Year of Import: Financial Year 2025 26.
c) Whether the Technology Has Been Fully Absorbed:
The imported technology is presently under installation and implementation as part of
the Company's PM-I expansion and modernisation project. The Company expects to
progressively absorb and integrate the technology into its manufacturing operations upon
successful commissioning of the project.
d) If Not Fully Absorbed, Areas and Reasons:
The imported technology is presently under installation and implementation as part of
the Company's PM-I expansion and modernisation project. The Company expects to
progressively absorb and integrate the technology into its manufacturing operations upon
successful commissioning of the project.
iv. Expenditure Incurred on Research and Development:
The Company continues to focus on continuous process improvement, product quality
enhancement and sustainable manufacturing practices through technological advancements and
operational excellence. However, no separate expenditure was incurred on Research and
Development activities during the financial year ended March 31, 2026.
C. Foreign Exchange Earning and Outgo:
During the financial year ended March 31, 2026, the Company continued to undertake
foreign exchange transactions in the ordinary course of its business. Foreign exchange
outgo primarily comprised imports of raw materials, plant and machinery, spare parts,
components, consumables and other materials required for the Company's manufacturing
operations, modernisation initiatives and business requirements.
The Company continues to adopt prudent foreign exchange risk management practices with
a view to minimising the impact of currency fluctuations on its business operations and
financial performance while ensuring the timely procurement of critical materials and
equipment.
The details of foreign exchange earnings and outgo during the financial year are as
under:
Foreign Exchange Earnings: Rs. 0.00 Lakhs Foreign Exchange Outgo: Rs. 3,565.49 Lakhs
INSURANCE AND RISK MANAGEMENT:
The Company has in place an appropriate risk management framework to identify,
evaluate, monitor and mitigate various business risks that may adversely affect its
operations, financial performance and long-term objectives. The Board of Directors
periodically reviews the key business risks and the measures adopted by the management for
effective risk mitigation.
The Company has also obtained adequate insurance coverage for its assets, properties,
plant and machinery, inventories and other insurable assets against various risks,
including fire, burglary, natural calamities and such other risks as are considered
appropriate by the management and, wherever applicable, as required by its lenders. The
insurance coverage is periodically reviewed to ensure that it remains commensurate with
the nature and scale of the Company's operations.
The Company continues to strengthen its risk management practices through effective
internal controls, periodic reviews and a proactive approach towards operational,
financial and regulatory risk management, thereby safeguarding the interests of its
stakeholders.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY:
Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company
has established appropriate systems and procedures for identifying, evaluating, monitoring
and mitigating various business risks that may affect its operations, financial
performance and business objectives.
The management periodically reviews the business environment to identify significant
operational, financial, regulatory and other business risks and takes appropriate measures
to minimise their impact.
The Board of Directors also reviews the major risks affecting the business of the
Company and the adequacy of the mitigation measures adopted by the management from time to
time.
The Company continues to strengthen its internal control systems, operating processes
and compliance mechanisms to identify and address potential risks and support continuity
and sustainability of its business operations.
In the opinion of the Board, there are no risks which may threaten the existence of the
Company.
INFORMATION ABOUT HOLDING, SUBSIDIARY, JOINT VENTURE, OR ASSOCIATE COMPANY:
The Company does not have any Holding Company, Subsidiary Company, Joint Venture or
Associate Company within the meaning of the provisions of the Companies Act, 2013 as on
March 31, 2026 and up to the date of this Report.
Accordingly, the provisions relating to the preparation of consolidated financial
statements and the statement containing salient features of the financial statements of
subsidiaries, associates and joint ventures in Form AOC-1, as prescribed under the
Companies Act, 2013 and the rules made thereunder, are not applicable to the Company.
COMPANY'S POLICY RELATING TO DIRECTOR'S APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES:
Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the
applicable provisions of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company
has constituted a Nomination and Remuneration Committee of the Board.
The Company has also formulated a Nomination and Remuneration Policy which lays down
the criteria for appointment, re-appointment and removal of Directors, Key Managerial
Personnel and Senior Management Personnel.
The Policy also prescribes the criteria for determining qualifications, positive
attributes, independence of Directors, evaluation of performance and the framework for
payment of remuneration to Directors, Key Managerial Personnel and Senior Management
Personnel in accordance with the applicable provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Policy also lays down the criteria for determining qualifications, positive
attributes and independence of Directors, succession planning for the Board and Senior
Management, Board diversity and performance evaluation framework.
The said Policy is annexed to this Board's Report as Annexure V which forms part of the
Company's governance framework and and is also available on the website of the Company at
https://www.nikitagreentechrecycling.com/policies.
RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME DIRECTOR FROM ITS
HOLDING OR SUBSIDIARY COMPANY:
Pursuant to the provisions of Section 197(14) of the Companies Act, 2013, the Company
confirms that it does not have any Holding Company or Subsidiary Company. Accordingly, the
Managing Director and Whole-Time Director(s) of the Company have not received any
remuneration or commission from any Holding Company or Subsidiary Company during the
financial year ended March 31, 2026.
APPOINTMENT AND RESIGNATION OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:
A. COMPOSITION OF THE BOARD OF DIRECTORS:
The Board of Directors of the Company comprises an optimum combination of Executive and
Non-Executive Independent Directors, possessing diverse qualifications, professional
expertise and extensive experience across various fields, including business management,
finance, corporate governance, legal, taxation and administration.
The collective experience, knowledge and expertise of the Directors enable the Board to
provide strategic guidance, effective oversight and balanced decision-making in the best
interests of the Company and its stakeholders. The Board functions with a strong emphasis
on transparency, accountability, ethical business practices and good corporate governance.
The Directors actively participate in the deliberations of the Board and its Committees
and devote adequate time and attention to the affairs of the Company to ensure informed
decision-making and effective oversight of management.
During the financial year ended March 31, 2026, there were changes in the composition
of the Board of Directors, as detailed below. As on the date of this Report, the Board
comprises seven (7) Directors, consisting of four (4) Executive Directors and three (3)
Non-Executive Independent Directors, thereby maintaining an appropriate balance between
executive management and independent oversight. The composition of the Board of Directors
as on the date of this Report is as follows:
Sl. No. DIN/PAN |
Name of Director/KMP |
Designation |
1. 00321226 |
Mr. Sudhir Kumar Bansal |
Chairman |
2. 00321238 |
Mr. Ashok Kumar Bansal |
Managing Director |
3. 00774900 |
Mr. Ayush Bansal |
Whole-Time Director* |
4. 09190361 |
Mr. Sandhya Bansal |
Executive Director |
5. 09718632 |
Mr. Shitij Sharma |
Non-Executive Independent Director |
6. 10442316 |
Mr. Sudhir Kumar Jain |
Non-Executive Independent Director |
7. 07392916 |
Mr. Akash Gupta |
Non-Executive Independent Director |
* Mr. Ayush Bansal (DIN: 00774900) is proposed to be re-appointed as Whole-Time
Director of the Company for a further term of five (5) consecutive years commencing from
April 1, 2026 to March 31, 2031. The proposed re-appointment is being placed before the
Members in the context of an inadvertent procedural omission in the formal approval of his
continuation/re-appointment after expiry of his earlier tenure.
B. KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013, the
following were the Key Managerial Personnel (KMPs) of the Company as on the date of this
Report:
Sl. No. DIN/PAN |
Name of Director/KMP |
Designation |
1. 00321238 |
Ashok Kumar Bansal |
Managing Director |
2. 00774900 |
Ayush Bansal |
Whole-Time Director* |
3. AOGPA8370R |
Atul Aeron |
Chief Financial Officer |
4. EPRPM0895F |
Divam Mittal |
Company Secretary & Compliance Officer |
for a further term of five (5) consecutive years commencing from April 1, 2026 to March
31, 2031. The proposed re-appointment is being placed before the Members in the context of
an inadvertent procedural omission in the formal approval of his
continuation/re-appointment after expiry of his earlier tenure.
The Key Managerial Personnel play a pivotal role in the management of the affairs of
the Company and are responsible for ensuring effective leadership, sound corporate
governance, regulatory compliance and efficient day-to-day operations.
C. CHANGES IN DIRECTOR AND KEY MANAGERIAL PERSONNEL:
During the financial year ended March 31, 2026, and up to the date of this Report, the
following changes took place in the composition of the Board of Directors and the Key
Managerial Personnel of the Company:
Retirement by Rotation and Re-appointment
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Ashok Kumar Bansal (DIN: 00321238), Managing
Director, retired by rotation at the 36th Annual General Meeting of the Company
held on September 30, 2025 and, being eligible, offered himself for re-appointment. The
Members approved his re-appointment as a Director of the Company at the said Annual
General Meeting.
Resignation of Independent Director
Mr. Ashok Kumar Mittal (DIN: 00246177) resigned from the office of Non-Executive
Independent Director of the Company with effect from June 23, 2025, due to personal
reasons and professional commitments. The Board placed on record its sincere appreciation
for the valuable guidance and contributions rendered by him during his tenure with the
Company.
Appointment of Non-Executive Independent Director
Consequent to the resignation of Mr. Ashok Kumar Mittal (DIN: 00246177), the Board of
Directors appointed Mr. Shitij Sharma (DIN: 09718632) as an Additional Director
(Non-Executive Independent Director) of the Company with effect from June 23, 2025, to
fill the casual vacancy caused by the said resignation.
Thereafter, the Members of the Company, at the 36th Annual General Meeting
held on September 30, 2025, approved his appointment as a Non-Executive Independent
Director of the Company for a first term of five (5) consecutive years commencing from
June 23, 2025 up to June 22, 2030, pursuant to the provisions of Sections 149, 150, 152
and other applicable provisions of the Companies Act, 2013 read with Schedule IV thereto
and the applicable provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Resignation of Company Secretary & Compliance Officer
Mrs. Shefali Gupta, the erstwhile Company Secretary & Compliance Officer, resigned
from the services of the Company with effect from July 18, 2025. The Board placed on
record its appreciation for the valuable services rendered by her during her association
with the Company.
Appointment of Company Secretary & Compliance Officer
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, Mr. Divam Mittal was appointed as the Company Secretary & Compliance Officer of
the Company with effect from July 31, 2025.
Re-appointment of Whole-time Director
Based on the recommendations of the Nomination and Remuneration Committee and the Audit
Committee, the Board of Directors, at its Meeting held on May 25, 2026, approved and
recommended the re-appointment of Mr. Ayush Bansal (DIN: 00774900) as the Whole-time
Director of the Company for a fresh term of five (5) consecutive years commencing from
April 1, 2026 and ending on March 31, 2031, liable to retire by rotation, subject to the
approval of the Members by way of Special Resolution at the ensuing Annual General
Meeting.
Re-appointment of Executive Director
Based on the recommendations of the Nomination and Remuneration Committee and the Audit
Committee, the Board of Directors, at its Meeting held on May 25, 2026, approved and
recommended the re-appointment of Mrs. Sandhya Bansal (DIN: 09190361) as Executive
Director of the Company for a further term of five (5) consecutive years commencing from
November 30, 2026 and ending on November 29, 2031, subject to the approval of the Members
at the ensuing Annual General Meeting.
RECONCILIATION OF SHARE CAPITAL AUDIT:
Pursuant to the provisions of Regulation 76 of the Securities and Exchange Board of
India (Depositories and Participants) Regulations, 2018, read with SEBI Circular No.
D&CC/FITTC/CIR-16/2002 dated December 31, 2002 and SEBI Circular No.
CIR/MRD/DP/30/2010 dated September 06, 2010, the Company is required to obtain and submit
a Reconciliation of Share Capital Audit Report to the Stock Exchange on a quarterly basis.
Accordingly, the Reconciliation of Share Capital Audit for all the quarters during the
financial year ended
March 31, 2026 was carried out by M/s. MMA & Partners, Company Secretaries (Firm
Registration No. P2015UP081000).
The audit was undertaken to reconcile the total admitted equity share capital of the
Company with the records maintained by the National Securities Depository Limited (NSDL)
and the Central Depository Services (India) Limited (CDSL) and to verify that the total
issued, listed and paid-up equity share capital of the Company was in agreement with the
capital held in dematerialised form.
The Reconciliation of Share Capital Audit Reports confirmed that there was no
difference between the issued, listed and admitted equity share capital of the Company and
the equity shares held in dematerialised form with
NSDL and CDSL.
The said reports were duly submitted to the National Stock Exchange of India Limited
(NSE) within the prescribed timelines and were also placed before the Board of Directors
for its review and noting.
CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the provisions relating to Corporate Governance,
including the requirement to submit a Corporate Governance Report under Regulation 27(2)
of the said Regulations, are not applicable to the Company, being an entity listed on the
NSE EMERGE Platform. Accordingly, a separate Corporate Governance Report does not form
part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, read with the applicable SEBI Circulars issued from time
to time, the requirement to include a Business Responsibility and Sustainability Report
(BRSR) in the Annual Report is not applicable to the Company for the financial year ended
March 31, 2026.
DECLARATION OF INDEPENDENT DIRECTORS A STATEMENT REGARDING OPINION OF THE BOARD WITH
REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE
INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:
As on the date of this Report, Mr. Shitij Sharma (DIN: 09718632), Mr. Akash Gupta (DIN:
07392916) and Mr. Sudhir Kumar Jain (DIN: 10442316) are the Independent Directors on the
Board of the Company.
The Company has received the necessary declarations from all the Independent Directors
under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors have also confirmed their compliance with the Code for
Independent Directors as prescribed under Schedule IV to the Companies Act, 2013.
In the opinion of the Board, all the Independent Directors possess the requisite
integrity, expertise, experience and proficiency required to effectively discharge their
duties as Independent Directors of the Company. The Board is also satisfied that the
Independent Directors fulfil the conditions specified under the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are
independent of the management.
Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent
Directors have confirmed that their names are included in the Independent Directors'
Databank maintained by the Indian Institute of Corporate Affairs (IICA) and have complied
with the applicable requirements relating to proficiency, wherever applicable.
During the year under review, Mr. Ashok Kumar Mittal (DIN: 00246177) resigned from the
office of Independent Director with effect from June 23, 2025, and Mr. Shitij Sharma (DIN:
09718632) was appointed as an Additional Director (Non-Executive Independent Director)
with effect from the same date.
Subsequently, the Members of the Company, at the 36th Annual General Meeting
held on September 30, 2025, approved his appointment as an Independent Director of the
Company for a first term of five (5) consecutive years commencing from June 23, 2025.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
Pursuant to the provisions of Schedule IV of the Companies Act, 2013 and Regulation
25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has formulated a
Familiarisation Programme for its Independent Directors.
The programme is designed to familiarize the Independent Directors with the Company's
business operations, industry dynamics, business model, organizational structure,
regulatory environment, risk management framework, internal control systems, roles,
rights, responsibilities and duties as Independent Directors.
The Independent Directors are also periodically updated on amendments in applicable
laws, regulatory developments, corporate governance practices and significant business
developments to enable them to effectively discharge their responsibilities.
During the year under review, the Independent Directors participated in the
Familiarisation Programme, including a visit to the Company's manufacturing facility at
Shamli, Uttar Pradesh, and interactions with the senior management to gain a better
understanding of the Company's manufacturing operations, business processes, operational
practices and key regulatory matters.
The details of the Familiarisation Programme for Independent Directors are available on
the website of the Company and can be accessed at:
https://www.nikitagreentechrecycling.com/familiarisation-programme-for-independent-directors
COMMITTEE OF THE BOARD:
In compliance with the applicable provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors has constituted various statutory committees to assist it in the effective
discharge of its duties and responsibilities.
These Committees function within the framework of their respective terms of reference
approved by the Board and play a vital role in strengthening the Company's corporate
governance framework, ensuring regulatory compliance and facilitating informed
decision-making.
The Board has constituted the following Committees:
a) Audit Committee b) Nomination and Remuneration Committee c) Stakeholders'
Relationship Committee d) Corporate Social Responsibility Committee
Each Committee operates in accordance with the provisions of the Companies Act, 2013,
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such
other applicable laws, rules and regulations.
The composition, terms of reference and meetings of the respective Committees, as on
the date of this Report, are provided hereunder.
a) AUDIT COMMITTEE:
The Audit Committee of the Board is constituted in accordance with the provisions of
Section 177 of the Companies Act, 2013, read with the applicable Rules framed thereunder
and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The Committee assists the Board in discharging its responsibilities relating to
financial reporting, internal financial controls, risk management, statutory and internal
audit, related party transactions, vigil mechanism and compliance with applicable
statutory and regulatory requirements.
During the year under review, all the recommendations made by the Audit Committee were
accepted by the Board of Directors.
As on March 31, 2026, the composition of the Audit Committee was as under:
Name of the Member |
Din No. |
Designation in The Committee |
Nature of Directorship |
Mr. Akash Gupta |
07392916 |
Chairman |
Non-Executive Independent Director |
Mr. Sudhir Kumar Jain |
10442316 |
Member |
Non-Executive Independent Director |
Mr. Ayush Bansal |
00774900 |
Member |
Whole-Time Director |
Mrs. Shefali Gupta, the erstwhile Company Secretary & Compliance Officer, acted as
the Secretary to the Audit Committee till July 18, 2025. Pursuant to the appointment of
Mr. Divam Mittal as the Company Secretary & Compliance Officer with effect from July
31, 2025, he has been acting as the Secretary to the Audit Committee.
The terms of reference, role and powers of the Audit Committee are in conformity with
the provisions of
Section 177 of the Companies Act, 2013 and Regulation 18 read with Part C of Schedule
II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During
the financial year ended
March 31, 2026, the Audit Committee held 7 (Seven) meetings.
The attendance of the members at the meetings of the Audit Committee is given below:
Date of Meeting |
Ayush Bansal Whole-Time Director (DIN: 00774900) |
Sudhir Kumar Jain Non-Executive Independent Director (DIN:
10442316) |
Akash Gupta* Non-Executive Independent Director (DIN:
07392916) |
07-05-2025 |
Yes |
Yes |
Yes |
21-06-2025 |
Yes |
Yes |
Yes |
23-06-2025 |
Yes |
Yes |
Yes |
31-07-2025 |
Yes |
Yes |
Yes |
20-08-2025 |
Yes |
Yes |
Yes |
14-11-2025 |
Yes |
Yes |
Yes |
30-03-2026 |
Yes |
Yes |
Yes |
* Mr. Akash Gupta (DIN: 07392916), Chairman of the Audit Committee, chaired all the
meetings of the Audit Committee held during the financial year ended March 31, 2026.
b) NOMINATION AND REMUNERATION COMMITTEE (NRC):
The Nomination and Remuneration Committee ("NRC") of the Board has been
constituted in accordance with the provisions of Section 178 of the Companies Act, 2013
read with the applicable Rules framed thereunder and Regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The Committee assists the Board in identifying persons who are qualified to become
Directors and who may be appointed in Senior Management positions in accordance with the
criteria laid down by the Committee.
It is also entrusted with the responsibility of formulating the criteria for
determining qualifications, positive attributes and independence of Directors,
recommending to the Board a policy relating to the remuneration of Directors, Key
Managerial Personnel ("KMPs") and Senior Management Personnel
("SMPs"), carrying out evaluation of the performance of Directors and the Board
and ensuring an appropriate balance of skills, experience and diversity on the Board.
The Company has in place a Nomination and Remuneration Policy, which lays down the
criteria for appointment, remuneration and evaluation of Directors, KMPs and SMPs,
including the criteria for Board Diversity.
During the financial year under review, the Nomination and Remuneration Policy was
reviewed and amended by the Board of Directors at its Meeting held on March 30, 2026,
based on the recommendation of the Nomination and Remuneration Committee, to align the
Policy with the applicable provisions of the Companies Act, 2013, the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws.
As on March 31, 2026, the composition of the Nomination and Remuneration Committee was
as under:
| Name of the Member |
Din No. |
Designation in The Committee |
Nature of Directorship |
Mr. Sudhir Kumar Jain |
10442316 |
Chairman |
Non-Executive Independent Director |
Mr. Akash Gupta |
07392916 |
Member |
Non-Executive Independent Director |
Mr. Shitij Sharma |
09718632 |
Member |
Non-Executive Independent Director |
Mrs. Shefali Gupta, the erstwhile Company Secretary & Compliance Officer, acted as
the Secretary to the Committee till July 18, 2025. Pursuant to the appointment of Mr.
Divam Mittal as the Company Secretary & Compliance Officer with effect from July 31,
2025, he has been acting as the Secretary to the Committee.
The terms of reference, role and powers of the Nomination and Remuneration Committee
are in conformity with the provisions of Section 178 of the Companies Act, 2013 and Part D
of Schedule II read with Regulation 19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
During the financial year ended March 31, 2026, the Nomination and Remuneration
Committee held 5 (five) meetings. The attendance of the members at the meetings of the
Committee is given below:
Date of Meeting |
Sudhir Kumar Jain* Non-Executive Independent Director (DIN: 10442316) |
Akash Gupta Non-Executive Independent Director (DIN:
07392916) |
Shitij Sharma** Non-Executive Independent Director (DIN:
09718632) |
21-05-2025 |
Yes |
Yes |
Not Applicable* |
31-07-2025 |
Yes |
Yes |
Yes |
20-08-2025 |
Yes |
Yes |
Yes |
14-11-2025 |
Yes |
Yes |
Yes |
20-03-2026 |
Yes |
Yes |
Yes |
* Mr. Sudhir Kumar Jain (DIN: 10442316), Chairman of the Nomination and Remuneration
Committee, chaired all the meetings of the Nomination and Remuneration Committee held
during the financial year ended March 31, 2026.
** Mr. Ashok Kumar Mittal (DIN: 00246177) was a Member of the Nomination and
Remuneration Committee and attended the Committee Meeting held on May 21, 2025. Upon his
resignation as an Independent Director with effect from June 23, 2025, he ceased to be a
Member of the Committee. Thereafter, Mr. Shitij Sharma (DIN: 09718632) was inducted as a
Member of the Committee. Accordingly, "Not Applicable" has been indicated
against Mr. Shitij Sharma for the meeting held on May 21, 2025, as he was not a Member of
the Committee on that date.
c) STAKEHOLDERS' RELATIONSHIP COMMITTEE (SRC):
The Stakeholders' Relationship Committee of the Board has been constituted in
accordance with the provisions of Section 178 of the Companies Act, 2013 read with the
applicable Rules framed thereunder and Regulation 20 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The Committee oversees and resolves the grievances of shareholders, investors and other
security holders relating to transfer/transmission of shares, issue of duplicate share
certificates, dematerialisation/rematerialisation of shares, non-receipt of Annual
Reports, dividend-related matters (where applicable), and other investor service-related
issues.
The Committee also monitors the performance of the Registrar and Share Transfer Agent
and reviews measures taken for effective redressal of investor grievances.
As on March 31, 2026, the composition of the Stakeholders' Relationship Committee was
as under:
Name of the Member |
Din No. |
Designation in The Committee |
Nature of Directorship |
Mr. Sudhir Kumar Jain |
10442316 |
Chairman |
Non-Executive Independent Director |
Mr. Shitij Sharma |
09718632 |
Member |
Non-Executive Independent Director |
Mrs. Sandhya Bansal |
09190361 |
Member |
Executive Director |
Mrs. Shefali Gupta, the erstwhile Company Secretary & Compliance Officer, acted as
the Secretary to the Committee till July 18, 2025.
Pursuant to the appointment of Mr. Divam Mittal as the Company Secretary &
Compliance Officer with effect from July 31, 2025, he has been acting as the Secretary to
the Committee.
The terms of reference, role and powers of the Stakeholders' Relationship Committee are
in conformity with the provisions of Section 178 of the Companies Act, 2013 and Part D of
Schedule II read with Regulation 20 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
During the financial year ended March 31, 2026, the Stakeholders' Relationship
Committee held 4 (Four) meetings. The attendance of the members at the meetings of the
Committee is given below:
Date of Meeting |
Sudhir Kumar Jain Non-Executive Independent Director (DIN:
10442316) |
Shitij Sharma Non-Executive Independent Director (DIN:
09718632) |
Sandhya Bansal Executive Director (DIN: 09190361) |
21-05-2025 |
Yes |
Not Applicable* |
Yes |
31-07-2025 |
Yes |
Yes |
Yes |
14-11-2025 |
Yes |
Yes |
Yes |
06-02-2026 |
Yes |
Yes |
Yes |
* Mr. Ashok Kumar Mittal (DIN: 00246177) was the Chairman of the Stakeholders'
Relationship Committee and attended the Committee Meeting held on May 21, 2025. Upon his
resignation as an Independent Director with effect from June 23, 2025, he ceased to be a
Member of the Committee. Thereafter, Mr. Shitij Sharma (DIN: 09718632) was inducted as the
Chairman of the Stakeholders' Relationship Committee with effect from June 23, 2025.
Accordingly, "Not Applicable" has been indicated against Mr. Shitij Sharma
for the Committee Meeting held on May 21, 2025, as he was not a Member of the Committee on
that date. Subsequently, pursuant to the recommendation of the Nomination and Remuneration
Committee at its Meeting held on November 14, 2025, the Stakeholders' Relationship
Committee was reconstituted and Mr. Sudhir Kumar Jain was appointed as the Chairman of the
Committee, while Mr. Shitij Sharma continued as a Member with effect from the said date.
Mr. Ashok Kumar Mittal (DIN: 00246177), the erstwhile Independent Director and Chairman
of the Stakeholders' Relationship Committee, chaired the Committee Meeting held during his
tenure on May 21, 2025. Upon his resignation with effect from June 23, 2025, Mr. Shitij
Sharma (DIN: 09718632) was appointed as the Chairman of the Committee and chaired the
Committee Meetings held during his tenure on July 31, 2025 and November 14, 2025.
Subsequently, Mr. Sudhir Kumar Jain (DIN: 10442316) was appointed as the Chairman of the
Committee and chaired the Committee Meeting held during his tenure on February 06, 2026.
d) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Corporate Social Responsibility ("CSR") Committee of the Board has been
constituted in accordance with the provisions of Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended
from time to time.
The Committee is entrusted with the responsibility of formulating and recommending the
Corporate Social Responsibility Policy to the Board, recommending the amount of
expenditure to be incurred on CSR activities, monitoring the implementation of CSR
projects and programmes, and reviewing the progress of CSR initiatives undertaken by the
Company in accordance with the applicable provisions of the Companies Act, 2013 and the
CSR Policy of the Company.
As on March 31, 2026, the composition of the Corporate Social Responsibility Committee
was as under:
Name of the Member |
Din No. |
Designation in The Committee |
Nature of Directorship |
Mr. Ashok Kumar Bansal |
00321238 |
Chairman |
Managing Director |
Mr. Sudhir Kumar Jain |
10442316 |
Member |
Non-Executive Independent Director |
Mr. Akash Gupta |
07392916 |
Member |
Non-Executive Independent Director |
Mrs. Shefali Gupta, the erstwhile Company Secretary & Compliance Officer, acted as
the Secretary to the Committee till July 18, 2025.
Pursuant to the appointment of Mr. Divam Mittal as the Company Secretary &
Compliance Officer with effect from July 31, 2025, he has been acting as the Secretary to
the Committee.
The terms of reference, role and responsibilities of the Corporate Social
Responsibility Committee are in conformity with the provisions of Section 135 of the
Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended from time to time.
During the financial year ended March 31, 2026, the Corporate Social Responsibility
Committee held 2 (Two) meetings.
The attendance of the members at the meetings of the Committee is given below:
Date of Meeting |
Ashok Kumar Bansal * Managing Director (DIN: 00321238) |
Sudhir Kumar Jain Non-Executive Independent Director (DIN: 10442316) |
Akash Gupta Non-Executive Independent Director (DIN:
07392916) |
31-07-2025 |
Yes |
Yes |
Yes |
05-02-2026 |
Yes |
Yes |
Yes |
* Mr. Ashok Kumar Bansal (DIN: 00321238), Chairman of the Corporate Social
Responsibility Committee, chaired all the meetings of the Committee held during the
financial year ended March 31, 2026.
ACCEPTANCE OF RECOMMENDATIONS OF BOARD COMMITTEES:
During the financial year under review, all recommendations made by the Committees of
the Board, which were required to be placed before the Board for its consideration, were
duly considered and accepted by the Board.
CORPORATE GOVERNANCE PHILOSOPHY:
The Company believes that sound corporate governance is fundamental to building a
responsible, transparent and sustainable organisation and creating long-term value for all
stakeholders. The Company is committed to conducting its business with integrity,
transparency, accountability and fairness, while maintaining high standards of ethical
conduct and compliance with applicable laws and regulations. The Company continuously
endeavours to strengthen its governance framework, internal controls, risk management
practices and stakeholder engagement mechanisms in line with the scale and nature of its
operations.
BOARD POLICIES:
The Company is committed to maintaining the highest standards of corporate governance,
ethical business conduct, transparency and accountability. To ensure effective governance
and compliance with the applicable provisions of the Companies Act, 2013, the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable
laws, the Board of Directors has approved and adopted various policies, codes and
frameworks governing the affairs of the Company.
These policies and codes provide a comprehensive governance framework for the conduct
of the Company's business and regulate key areas including ethical business conduct, code
of conduct for Directors and Senior Management, nomination and remuneration, related party
transactions, prevention of insider trading, fair disclosure of unpublished price
sensitive information (UPSI), vigil mechanism and whistle blower framework, determination
of material events and disclosures, familiarisation of Independent Directors, preservation
and archival of documents, corporate social responsibility and other governance and
compliance matters, in accordance with the applicable provisions of the Companies Act,
2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
other applicable laws and regulations.
These policies are periodically reviewed by the Board and the respective Board
Committees, wherever applicable, to ensure continued alignment with the Companies Act,
2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
other applicable laws, while incorporating evolving governance practices and regulatory
requirements.
The updated policies adopted by the Company are available on the website of the Company
and can be accessed at: https://www.nikitagreentechrecycling.com/policies.
VIGIL MECHANISM POLICY (WHISTLE BLOWER POLICY):
Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the
applicable Rules framed thereunder and Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism
/ Whistle Blower Policy to provide a formal mechanism for Directors and employees to
report genuine concerns relating to unethical behaviour, actual or suspected fraud,
violation of the Company's Code of Conduct, breach of applicable laws and regulations or
any other improper practices affecting the interests of the Company.
The Policy provides adequate safeguards against victimisation of the person reporting
such concerns and ensures complete confidentiality of the identity of the whistle blower.
It also provides for direct access to the Chairperson of the Audit Committee in
appropriate or exceptional cases.
During the year under review, no person was denied access to the Chairperson of the
Audit Committee under the Vigil Mechanism.
The Audit Committee reviews the functioning of the Vigil Mechanism from time to time to
ensure that it remains effective, transparent and aligned with the applicable statutory
and regulatory requirements.
The Vigil Mechanism / Whistle Blower Policy is available on the website of the Company
and can be accessed at: https://www.nikitagreentechrecycling.com/policies.
CORPORATE SOCIAL RESPONSIBILITY POLICY:
Salient Features of the Corporate Social Responsibility Policy:
Objective and Philosophy
The Corporate Social Responsibility ("CSR") Policy of the Company reflects
its commitment towards conducting business in a socially, economically and environmentally
sustainable manner while creating long-term value for all stakeholders. The Company
believes that giving back to society is not merely a statutory obligation but a moral
responsibility and an integral part of its business philosophy. Through its CSR
initiatives, the Company endeavours to contribute towards the socio-economic development
of the communities in which it operates and promote sustainable and inclusive growth.
CSR Governance Framework
The Policy has been formulated in accordance with the provisions of Section 135 of the
Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended from time to time. It provides a comprehensive framework for
identifying, approving, implementing, monitoring and reporting CSR activities undertaken
by the Company.
The Policy is applicable to all CSR projects and programmes carried out by the Company
within India and is periodically reviewed to ensure continued compliance with the
applicable statutory and regulatory requirements.
CSR Focus Areas and Implementation
The Company undertakes CSR activities in the areas specified under Schedule VII of the
Companies Act, 2013, including eradication of hunger, poverty and malnutrition, promotion
of education, healthcare and sanitation, environmental sustainability, gender equality and
women empowerment, rural development, disaster management, animal welfare, scientific
research, technology development and other socially beneficial initiatives.
CSR projects are implemented either directly by the Company or through eligible
implementing agencies, including registered trusts, societies, Section 8 companies and
other entities permitted under the applicable provisions of law.
The Company may also collaborate with Government agencies, non-governmental
organisations and other institutions for effective implementation of CSR programmes.
Geographical and Beneficiary Focus
The Company's CSR initiatives are undertaken across India, with a preference for areas
in and around the locations where the Company carries out its business operations, with a
focus on benefiting deprived and underprivileged segments of society.
CSR Committee, Monitoring and Financial Oversight
The Corporate Social Responsibility Committee formulates and recommends the CSR Policy
and the Annual CSR Action Plan to the Board, recommends the CSR expenditure, monitors the
implementation and progress of approved CSR projects and periodically reviews their
effectiveness. The Board oversees the implementation of the CSR Policy, ensures compliance
with the statutory CSR obligations and reviews the utilisation of CSR funds.
The CSR Committee comprises three or more Directors, including at least one Independent
Director, and the Company Secretary acts as the Secretary to the Committee. The Committee
endeavours to hold at least two meetings in a financial year and may constitute a CSR
Sub-Committee comprising such Directors or executives as may be considered necessary.
The Policy also provides for a structured monitoring and reporting mechanism, periodic
review of projects and impact assessment wherever required under the applicable provisions
of the Companies Act, 2013 and the CSR Rules.
Transparency, Disclosures and Review
The Company is committed to maintaining transparency and accountability in all its CSR
initiatives. Necessary disclosures relating to the composition of the CSR Committee, CSR
Policy, Annual CSR Action Plan, approved CSR projects, CSR expenditure and other statutory
disclosures are made in the Annual Report and on the website of the Company in accordance
with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The CSR Policy is reviewed periodically by the CSR Committee and the Board to ensure
that it remains aligned with the Company's objectives, statutory requirements and evolving
social priorities.
The detailed Corporate Social Responsibility Policy is available on the website of the
Company and can be accessed at: https://www.nikitagreentechrecycling.com/policies.
DIVIDEND DISTRIBUTION POLICY:
Pursuant to the provisions of Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, every top 1,000 listed entities determined on
the basis of market capitalisation are required to formulate, disclose and implement a
Dividend Distribution Policy.
Since the Company is listed on the NSE EMERGE Platform and does not fall within the
category of entities to which Regulation 43A is applicable, the requirement to formulate
and disclose a Dividend Distribution Policy is not applicable to the Company. Accordingly,
the Company is not required to formulate and disclose a Dividend Distribution Policy under
the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
MATERIALITY POLICY:
The Company has adopted a Policy for Determination of Materiality of Events or
Information in accordance with the provisions of Regulation 30 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, to ensure timely, adequate and
accurate disclosure of material events or information to the Stock Exchange.
The Policy provides a structured framework for:
determining the materiality of events or information requiring disclosure; identifying
the authority responsible for evaluating and approving such disclosures;
ensuring timely dissemination of material information to the Stock Exchange in
compliance with the applicable regulatory requirements; and maintaining consistency,
transparency and fairness in corporate disclosures while preventing selective disclosure
of unpublished price sensitive information.
The objective of the Policy is to promote transparency, strengthen investor confidence
and ensure compliance with the disclosure requirements prescribed under the applicable
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
The Policy also identifies the Key Managerial Personnel authorised for determining
materiality of events and for making disclosures to the Stock Exchanges in accordance with
the applicable regulatory requirements.
The Policy for Determination of Materiality of Events or Information is available on
the website of the Company and can be accessed at:
https://www.nikitagreentechrecycling.com/policies.
INTERNAL FINANCIAL CONTROLS:
Pursuant to the provisions of Section 134(3)(q) of the Companies Act, 2013 read with
Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Company has in place adequate
Internal Financial Controls with reference to the Financial Statements, commensurate with
the size, scale, nature and complexity of its business operations.
The Internal Financial Control framework has been designed to provide reasonable
assurance regarding the orderly and efficient conduct of the Company's business,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of accounting records, timely preparation of reliable financial information
and compliance with the applicable provisions of law, accounting standards and the
Company's internal policies and procedures.
The Company's Internal Financial Controls, inter alia, ensure:
Maintenance of proper accounting records in accordance with the applicable provisions
of the Companies Act, 2013; Authorization, recording and reporting of financial
transactions in an accurate and timely manner; Safeguarding of the Company's assets
against unauthorised use, loss or disposition; Prevention and detection of frauds, errors
and irregularities; Compliance with applicable statutory and regulatory requirements,
accounting standards and internal policies; and Timely preparation and presentation of
reliable Financial Statements.
The Internal Financial Control framework is supported by well-defined internal
processes, Standard Operating Procedures (SOPs), clearly defined authority levels,
periodic management reviews and an independent internal audit function, thereby ensuring
effective financial reporting, operational discipline and regulatory compliance across the
organisation.
The adequacy and operating effectiveness of the Internal Financial Controls are
periodically reviewed by the Management, the Internal Auditors, the Audit Committee and
the Board of Directors. The observations and recommendations arising from such reviews are
monitored and appropriate corrective actions are implemented wherever considered necessary
to further strengthen the Company's internal control framework.
Based on the reports of the Internal Auditors, the review carried out by the Audit
Committee and the overall assessment of the Internal Financial Control framework, the
Board is of the opinion that the Company has adequate Internal Financial Controls with
reference to the Financial Statements, which were operating effectively throughout the
financial year ended March 31, 2026.
The Statutory Auditors have also expressed an unmodified opinion that the Company has,
in all material respects, adequate Internal Financial Controls with reference to the
Financial Statements and that such controls were operating effectively as at March 31,
2026, based on the criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of
India (ICAI).
The Company remains committed to continuously strengthening its Internal Financial
Control framework in line with the evolving business environment, regulatory requirements
and industry best practices, thereby reinforcing sound corporate governance and supporting
sustainable business growth.
Based on the evaluation carried out by the Management, Internal Auditors, Audit
Committee and the Statutory Auditors, the Board is of the opinion that the Company had
adequate Internal Financial Controls with reference to the Financial Statements and that
such controls were operating effectively as at March 31, 2026.
CODE OF CONDUCT:
The Company is committed to maintaining the highest standards of corporate governance,
ethical business conduct, integrity and transparency in all its business dealings. In
pursuance of this commitment, the Board of Directors has adopted a Code of Conduct
applicable to all Directors and Senior Management Personnel of the Company in accordance
with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The Code lays down the principles and standards governing ethical conduct, integrity,
compliance with applicable laws, avoidance of conflicts of interest, protection of the
Company's assets and confidential information, fair dealing with stakeholders and
responsible corporate behaviour.
It serves as a guiding framework for promoting accountability, professionalism and good
governance across the organisation.
All the Directors and Senior Management Personnel have affirmed their compliance with
the Code of Conduct for the financial year ended March 31, 2026. The Board is satisfied
that the Company continues to maintain an effective compliance culture in accordance with
the principles embodied in the Code.
The annual affirmation of compliance with the Code has been obtained from all Directors
and Senior Management Personnel and the declaration to this effect forms part of this
Annual Report.
The Code of Conduct for Directors and Senior Management Personnel is available on the
website of the Company and can be accessed at:
https://www.nikitagreentechrecycling.com/policies.
INVESTOR COMPLAINTS DURING THE YEAR:
Pursuant to the provisions of Regulation 13(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company submits to the Stock Exchange, on
a quarterly basis, a statement containing the number of investor complaints pending at the
beginning of the quarter, received during the quarter, disposed of during the quarter and
remaining unresolved at the end of the quarter.
Such statements are also placed before the Board of Directors for its review and noting
on a quarterly basis.
During the financial year ended March 31, 2026, no investor complaints were received by
the Company. Accordingly, there were no investor complaints pending as on March 31, 2026.
The Company has established an effective investor grievance redressal mechanism to
ensure prompt resolution of investor queries and complaints.
The Company is also registered on the SEBI Complaints Redress System (SCORES) platform
and remains committed to addressing investor grievances in a fair, transparent and timely
manner in accordance with the timelines prescribed by SEBI.
The Company regularly monitors investor grievances through the SEBI Complaints Redress
System (SCORES) and Registrar & Share Transfer Agent (RTA) mechanism to ensure timely
and effective resolution of investor queries and complaints.
In accordance with the applicable SEBI framework on Online Dispute Resolution, the
Company has provided shareholders with access to the Securities Market Approach for
Resolution Through Online Dispute Resolution (SMART ODR) mechanism for
resolution of disputes, if any, against the Company and/or its Registrar and
Share Transfer Agent (RTA). Shareholders may avail the SMART ODR mechanism through the
designated portal at https://smartodr.in/login accordance with the applicable regulatory
framework.
CODE FOR PREVENTION OF INSIDER TRADING:
Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations,
2015, as amended from time to time, the Company has adopted a Code of Internal Procedures
and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders and a Code of
Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
(UPSI).
The objective of these Codes is to preserve the confidentiality of Unpublished Price
Sensitive Information ("UPSI"), prevent insider trading, promote timely and
adequate disclosure of material information, maintain fairness in dealings with all
stakeholders and ensure compliance with the applicable provisions of the SEBI (Prohibition
of Insider Trading) Regulations, 2015.
The Company has established appropriate internal controls and compliance mechanisms for
regulating, monitoring and reporting trading by Designated Persons and their Immediate
Relatives. The framework, inter alia, provides for regulation of trading through Trading
Window restrictions, pre-clearance of trades, preservation of UPSI on a need-to-know
basis, maintenance of a Structured Digital Database (SDD), monitoring of disclosures under
the applicable Regulations and dissemination of UPSI only for legitimate purposes in
accordance with the Company's approved policies.
The Company Secretary acts as the Compliance Officer under the SEBI (Prohibition of
Insider Trading) Regulations, 2015 and is responsible for monitoring compliance with the
aforesaid Codes, maintaining the prescribed records, administering the Trading Window
mechanism and reporting compliance to the Board of Directors in accordance with the
applicable regulatory requirements.
During the financial year under review, the Company complied with the applicable
provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, and there were
no instances of violation of the Code reported to the Board of Directors.
The Code of Internal Procedures and Conduct for Prevention of Insider Trading and the
Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information are available on the website of the Company and can be accessed at:
https://www.nikitagreentechrecycling.com/policies.
PARTICULARS OF EMPLOYEES:
Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended from time to time, the prescribed disclosures relating to the remuneration of
Directors, Key Managerial Personnel and employees of the Company form an integral part of
this Board's Report.
The statement containing the particulars of employees as required under Rule 5(1) and
the details of employees drawing remuneration in excess of the limits prescribed under
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to this Report as "Annexure VI".
The Board affirms that the remuneration paid to the Directors, Key Managerial Personnel
and other employees is in accordance with the Nomination and Remuneration Policy of the
Company and is commensurate with the qualifications, experience, responsibilities,
performance and prevailing industry practices.
The Company continues to follow a fair, transparent and merit-based remuneration
framework aimed at attracting, retaining and motivating competent professionals while
ensuring alignment with the long-term interests of the Company and its stakeholders.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company is committed to providing a safe, secure, inclusive and respectful
workplace for all its employees and has adopted a zero-tolerance approach towards any form
of sexual harassment at the workplace.
The Company has formulated a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment at Workplace in accordance with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH
Act") and the Rules framed thereunder.
The Policy aims to promote a work environment free from discrimination and harassment
while ensuring dignity, equality and equal opportunity for all employees.
In compliance with the provisions of the POSH Act, the Company has constituted an
Internal Complaints Committee ("ICC") to receive, investigate and redress
complaints relating to sexual harassment at the workplace. The Internal Complaints
Committee functions in accordance with the applicable statutory provisions and follows a
fair, impartial and confidential process for redressal of complaints.
The Company also undertakes appropriate awareness initiatives from time to time to
sensitise employees about the provisions of the POSH Act and the Company's Policy.
During the financial year ended March 31, 2026, the status of complaints under the POSH
Act is as follows:
Sl. No. Particulars |
Details |
1. Number of Sexual Harassment Complaints received during the year |
NIL |
2. Number of Sexual Harassment Complaints disposed of during the
year |
NIL |
3. Number of Sexual Harassment Complaints pending beyond 90 days. |
NIL |
4. Number of Sexual Harassment Complaints pending as on March 31,
2026 |
NIL |
The Company continues to uphold the highest standards of professional conduct and
remains committed to fostering a workplace culture based on mutual respect, dignity,
equality and ethical behaviour.
DEPOSITS:
During the financial year under review, the Company has not accepted any deposits from
the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with
the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount of principal or
interest on deposits was outstanding or remained unpaid as on March 31, 2026.
The Company has, however, received unsecured loans from its Directors in earlier years,
which are exempt from the definition of "deposit" under the applicable
provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.
The outstanding balance of unsecured loans as on March 31, 2026 stood at Rs. 445.05
Lakhs. The details thereof are disclosed in Note No. 4 to the Financial Statements.
Further, wherever applicable, the persons from whom such amounts have been received
have furnished declarations in writing confirming that the monies advanced to the Company
were not being given out of funds acquired by borrowing or accepting loans or deposits
from others, in compliance with the requirements of the Companies (Acceptance of Deposits)
Rules, 2014.
The Company has complied with the applicable provisions of the Companies Act, 2013 and
the Rules framed thereunder in respect of the aforesaid unsecured loans.
CHANGE IN THE NATURE OF BUSINESS:
During the financial year under review, there was no change in the nature of the
business of the Company. The Company continued to carry on its principal business
activities in line with its existing objects and business operations, and there was no
discontinuance or diversification into any new line of business requiring disclosure under
the applicable provisions of the Companies Act, 2013.
VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD REPORT:
Pursuant to the provisions of Section 131 of the Companies Act, 2013, a company may
revise its Financial Statements or the Board's Report in respect of any of the three
preceding financial years after obtaining the approval of the National Company Law
Tribunal ("NCLT"), if it appears to the Directors that the Financial
Statements or the Board's Report do not comply with the provisions of Section 129 or
Section 134 of the Companies Act, 2013.
During the financial year under review, the Company did not revise its Financial
Statements or the Board's Report under the provisions of Section 131 of the Companies Act,
2013.
Accordingly, no disclosure is required under the third proviso to Section 131(1) of the
Act.
SHARES CAPITAL:
AUTHORIZED & PAID-UP SHARE CAPITAL:
The Authorised Share Capital of the Company remained unchanged during the financial
year under review and stood at Rs. 25,00,00,000 (Rupees Twenty-Five Crores only) divided
into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of Rs. 10/- each.
Pursuant to the Initial Public Offer (IPO) of the Company, the Issued, Subscribed and
Paid-up Equity Share Capital of the Company increased from Rs. 18,17,35,000, comprising
1,81,73,500 Equity Shares of Rs. 10/- each, to Rs. 24,66,79,000, comprising 2,46,67,900
Equity Shares of Rs. 10/- each.
The Equity Shares allotted pursuant to the IPO rank pari passu in all respects with the
existing Equity Shares of the Company, including dividend and other rights. During the
financial year under review, the Company did not issue any Equity Shares with differential
rights as to dividend, voting or otherwise, Sweat Equity Shares, Bonus Shares, Employee
Stock Options, Convertible Securities, Warrants or Debentures. The Equity Shares of the
Company are listed and admitted to dealings on the NSE EMERGE Platform of the National
Stock Exchange of India Limited.
The listing of the Company's Equity Shares has strengthened its capital base, enhanced
corporate visibility and facilitated broader participation by public investors while
reinforcing the Company's commitment towards high standards of corporate governance and
regulatory compliance.
BUY BACK OF SECURITIES:
During the financial year under review, the Company did not undertake any buyback of
its Equity Shares or any other securities under the provisions of Section 68 of the
Companies Act, 2013 read with the applicable Rules framed thereunder and the applicable
provisions of the SEBI (Buy-back of Securities) Regulations, as amended from time to time.
SWEAT EQUITY SHARES:
Pursuant to the provisions of Section 54 of the Companies Act, 2013 read with the
applicable Rules framed thereunder, the Company did not issue any Sweat Equity Shares
during the financial year under review.
ISSUE OF BONUS SHARES:
The Company did not issue any Bonus Shares during the financial year under review under
the provisions of Section 63 of the Companies Act, 2013.
EMPLOYEE STOCK OPTION SCHEME / EMPLOYEE BENEFIT SCHEMES:
During the financial year under review, the Company did not have any Employee Stock
Option Scheme ("ESOS"), Employee Stock Purchase Scheme ("ESPS"),
Employee Stock Appreciation Rights Scheme ("SAR"), Employee Benefit Scheme or
any other share-based employee benefit scheme.
Accordingly, no stock options or other share-based benefits were granted, vested,
exercised or allotted during the year.
DEMATERIALISATION OF SHARES:
The Equity Shares of the Company are compulsorily traded in dematerialised form and are
available for trading through both National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL).
During the financial year under review, 100% of the Company's Equity Shares were held
in dematerialised form, and there were no Equity Shares held in physical form as on March
31, 2026.
REGISTRARS AND SHARE TRANSFER AGENTS :
The Company has appointed Skyline Financial Services Private Limited (SEBI Registration
No. INR000003241) as its Registrar and Share Transfer Agent ("RTA") for
providing registrar and share transfer services. The details of the Registrar and Share
Transfer Agent are as follows:
Skyline Financial Services Private Limited D-153A, 1st Floor, Okhla Industrial Area,
Phase-I, New Delhi 110020 Telephone: 011-40450193-97 E-mail: info@skylinerta.com
The Registrar and Share Transfer Agent is responsible for providing services relating
to transfer and transmission of shares, dematerialisation and rematerialisation requests,
issue of duplicate share certificates, change of address, nomination, consolidation,
subdivision of shares and other investor-related services in accordance with the
applicable provisions of the Companies Act, 2013, the SEBI Regulations and the
Depositories Act, 1996.
The Company ensures that all requests received from shareholders and investors through
the Registrar and Share Transfer Agent are processed efficiently and within the timelines
prescribed under the applicable provisions of the Companies Act, 2013, the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the SEBI (Depositories and
Participants) Regulations, 2018 and other applicable regulatory requirements. The
performance of the Registrar and Share Transfer Agent is periodically reviewed by the
Company to ensure prompt, transparent and efficient investor services.
The Company maintains close coordination with its Registrar and Share Transfer Agent to
ensure efficient investor servicing and timely redressal of investor grievances in
compliance with the applicable regulatory requirements.
DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:
The details of equity shares lying in the Demat Suspense Account / Unclaimed Suspense
Account of the Company during the financial year ended March 31, 2026 are as follows:
Particulars |
No. of Shareholders |
No. of Shares |
Aggregate number of shareholders and the outstanding shares in the
Suspense Account as on April 1, 2025 |
0 |
0 |
Aggregate number of shareholders and the shares transferred to the
Suspense Account during the financial year 2025-26 |
0 |
0 |
Number of shareholders who approached for transfer of shares from
Suspense Account during the financial year 2025-26 |
0 |
0 |
Number of shareholders to whom shares were transferred from
Suspense Account during the financial year 2025-26 |
0 |
0 |
Aggregate number of shareholders and the Outstanding shares in the
Suspense Account lying as on March 31, 2026 |
0 |
0 |
Since all the Equity Shares of the Company are held in dematerialised form and No
Equity Shares were lying in the Demat Suspense Account / Unclaimed Suspense Account during
the financial year under review, no shares were transferred to or from such account during
the year. Accordingly, no voting rights were frozen in respect of any such shares.
STATEMENT OF DEVIATIONS / VARIATIONS IN UTILISATION OF PUBLIC ISSUE PROCEEDS:
Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has submitted the Statement of Deviation(s) or Variation(s)
in the utilisation of proceeds raised through the Initial Public Offering
("IPO") to the National Stock Exchange of India Limited on a half-yearly basis
after review by the Audit Committee.
The Statement of Deviation(s) or Variation(s) for the half-year ended September 30,
2025 and the financial year ended March 31, 2026 confirmed that there was no deviation or
variation in the utilisation of the IPO proceeds from the objects stated in the Prospectus
dated May 30, 2025.
The proceeds of the public issue were utilised for the purposes for which they were
raised, namely capital expenditure towards setting up of the power plant, working capital
requirements, general corporate purposes and issue expenses.
The utilisation of the IPO proceeds was reviewed by the Audit Committee and certified
by the Statutory Auditors in accordance with the applicable regulatory requirements.
The Statutory Auditors confirmed that the issue proceeds had been utilised in
accordance with the objects stated in the Prospectus and that no deviation or variation
existed in such utilisation.
During the financial year, the Company maintained complete transparency in monitoring
and reporting the utilisation of the IPO proceeds.
The Board and the Audit Committee periodically reviewed the utilisation status to
ensure that the funds were deployed strictly in accordance with the objects of the Issue
and the applicable provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
CREDIT RATING:
During the financial year under review, the Company obtained credit ratings from
Infomerics Valuation and Rating Limited (IVR) in respect of its bank facilities. The
assigned ratings reflect the Company's adequate financial risk profile, consistent
operating performance and experienced management, with a Stable Outlook.
Facilities |
Earlier Rating |
Revised/ Re-affirmed Rating |
(Long Term Bank Facilities) |
CRISIL BBB-/Stable |
IVR BBB/ Stable (IVR triple B with |
Long Term Ratings |
|
Stable Outlook) |
(Short Term Bank Facilities) |
CRISIL A3 |
IVR A3+ (IVR A three plus) |
Short Term Ratings |
|
|
The credit ratings assigned by Infomerics Valuation and Rating Limited reflect the
Company's financial strength, operational performance, management capabilities and debt
servicing ability. The Stable Outlook indicates the rating agency's expectation that the
Company will continue to maintain a stable financial profile supported by its established
business operations and prudent financial management.
The detailed credit rating rationale is available on the website of the Company and can
be accessed at: https://www.nikitagreentechrecycling.com/credit-ratings.
ANNUAL EVALUATION OF THE BOARD, COMMITTEES, AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013, read with
the applicable provisions of the Act, Schedule IV thereto and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors carried
out an annual evaluation of its own performance, the performance of the Board Committees
and that of the individual Directors, including the Chairman, Executive Directors,
Non-Executive Directors and Independent Directors. The performance evaluation was
undertaken in accordance with the framework approved by the Nomination and Remuneration
Committee and the Board.
The evaluation was based on structured questionnaires and feedback forms covering
various parameters, including attendance and participation in meetings, preparedness,
quality and value of deliberations, strategic guidance, decision-making, governance
practices, leadership, safeguarding of stakeholders' interests, contribution towards Board
discussions, regulatory compliance and discharge of fiduciary responsibilities.
The performance of the Board was evaluated with reference to its composition, diversity
of skills and experience, effectiveness of Board processes, quality and timeliness of
information placed before the Board, oversight of strategy, risk management, internal
controls, succession planning and overall effectiveness in discharging its governance
responsibilities.
The performance of the Board Committees was also evaluated with reference to their
respective terms of reference, composition, effectiveness of deliberations,
recommendations made to the Board and overall contribution towards strengthening the
governance framework of the Company.
The Nomination and Remuneration Committee reviewed the feedback received through the
evaluation process and submitted its evaluation report to the Board for its consideration.
Based on the recommendations of the Committee, the Board carried out the evaluation of the
performance of the Independent Directors, excluding the Director being evaluated, in
accordance with the applicable statutory provisions.
In a separate meeting of the Independent Directors, held in accordance with Schedule IV
to the Companies Act, 2013 and the applicable provisions of the SEBI Listing Regulations,
the Independent Directors reviewed the performance of the Non-Independent Directors, the
Board as a whole and the Chairperson of the Company after taking into account the views of
the Executive Directors and Non-Executive Directors.
The Independent Directors also assessed the quality, quantity and timeliness of the
flow of information between the Management and the Board to ensure that the Board is able
to effectively and reasonably discharge its duties and responsibilities.
Based on the outcome of the evaluation process, the Board expressed satisfaction with
its overall effectiveness, the functioning of its Committees and the valuable contribution
made by each Director towards the growth, governance and long-term sustainability of the
Company.
The evaluation process also reaffirmed the Board's commitment to continuously
strengthening its governance practices and enhancing overall Board effectiveness.
COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCE:
Compliance Officer:
Mr. Divam Mittal
Company Secretary & Compliance Officer ICSI Membership No.: ACS 74699
Qualifications: Company Secretary (ICSI), LL.M., LL.B., B.B.A., CA Intermediate (ICAI).
E-mail: compliance@nikitapapers.com
Registered Office:
A-10, Floor Ist, Land Mark Near Deepali Chowk, Saraswati Vihar, Pitampura,
North West, New Delhi, Delhi -110 034.
Telephone: +91-7300712189 E-mail: info@nikitapapers.com
Corporate Address:
C-10, Industrial Estate, Panipat Road, Shamli, Uttar Pradesh 247 776.
Telephone: +91-7300712189 E-mail: info@nikitapapers.com
SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS:
During the financial year under review, no significant or material orders were passed
by any Court, Tribunal, Statutory Authority or Regulatory Authority which could adversely
affect the going concern status of the Company or materially impact its operations,
financial position or future business activities.
The Company has disclosed the pending litigations and contingent liabilities, wherever
applicable, in Note No. 31 to the Standalone Financial Statements forming part of this
Annual Report.
The Statutory Auditors, pursuant to the requirements of Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, have reported that the Company has disclosed the impact of
pending litigations on its financial position in the Standalone Financial Statements.
Further, during the financial year under review, no application or proceeding under the
provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC") was initiated by
or against the Company, and no such application or proceeding was pending as at March 31,
2026.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR:
During the financial year under review, no application was made, nor was any proceeding
pending, by or against the Company under the provisions of the Insolvency and Bankruptcy
Code, 2016 before the National Company Law Tribunal ("NCLT") or any other
Adjudicating Authority. Accordingly, no disclosure is required under Rule 8(5)(xi) of the
Companies (Accounts) Rules, 2014.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
The requirement to disclose the details of the difference between the amount of
valuation done at the time of One-Time Settlement (OTS) and the valuation done while
availing loans from Banks or Financial Institutions, together with the reasons thereof, is
not applicable, as the Company has not entered into any One-Time Settlement with any Bank
or Financial Institution during the financial year under review.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
During the financial year under review, the Statutory Auditors of the Company did not
report any fraud under Section 143(12) of the Companies Act, 2013 requiring disclosure in
the Board's Report.
COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961:
The Company is committed to fostering a safe, inclusive, equitable and
employee-friendly workplace and remains committed to protecting the rights and welfare of
its women employees. In furtherance of this commitment, the Company complies with the
applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time,
and provides maternity-related benefits to eligible women employees in accordance with the
provisions of the Act and the Company's Human Resource policies.
The Company ensures that all eligible women employees are entitled to the statutory
maternity benefits prescribed under the Act, including paid maternity leave, nursing
breaks and other benefits, without any discrimination or adverse impact on their
employment. The Company also endeavours to provide a supportive work environment that
enables women employees to effectively balance their professional and personal
responsibilities, wherever feasible and consistent with business requirements.
During the financial year ended March 31, 2026, no woman employee availed maternity
benefits under the provisions of the Maternity Benefit Act, 1961.
Nevertheless, the Company continues to maintain appropriate policies and systems to
ensure full compliance with the applicable statutory requirements and to promote an
inclusive and family-friendly workplace.
"The Company believes that employee well-being, diversity and inclusion are
integral to sustainable business growth and continues to strengthen its workplace
practices in accordance with the applicable labour laws and best governance
standards."
DESIGNATED PERSON:
Pursuant to the provisions of Rule 9(5) of the Companies (Management and
Administration) Rules, 2014, as amended by the Companies (Management and Administration)
Second Amendment Rules, 2023, the Board of Directors has designated Mr. Divam Mittal,
Company Secretary & Compliance Officer, as the Designated
Person for the purpose of furnishing information and extending necessary co-operation
to the Registrar of Companies or any other authorised officer with respect to the
beneficial interest in shares of the Company.
The Company has put in place appropriate systems and processes to ensure compliance
with the provisions relating to declaration and maintenance of records of beneficial
interest in shares in accordance with the applicable provisions of the Companies Act, 2013
and the Rules framed thereunder.
OTHER DISCLOSURES:
The Directors further confirm that, during the financial year under review, there were
no transactions, events or disclosures requiring specific reporting in the Board's Report
under the applicable provisions of the Companies Act, 2013, the Rules framed thereunder or
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, other than
those disclosed elsewhere in this Report.
Further, no agreements requiring disclosure under Clause 5A of Paragraph A of Part A of
Schedule III and
Para A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, were entered into or subsisted during the financial year under review.
ANNEXURES FORMING PART OF THIS REPORT:
The Annexures referred to in this Board's Report are annexed herewith and form an
integral part of this Report. The disclosures contained in the respective Annexures should
be read in conjunction with this Board's Report.
Annexure Particulars |
I Managing Director & Chief Financial Officer (MD & CFO)
Certificate |
II Management Discussion and Analysis Report |
III Secretarial Audit Report (Form No. MR-3) |
IV Particulars of Contracts or Arrangements with Related Parties
(Form No. AOC-2) |
V Nomination And Remuneration Policy |
VI Disclosure pursuant to Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 |
VII Certificate of Non-Disqualification of Directors |
CAUTIONARY STATEMENT:
The statements contained in the Management Discussion and Analysis Report describing
the Company's objectives, projections, estimates, expectations, plans, strategies or
outlook may constitute "forward-looking statements" within the meaning of the
applicable laws and regulations.
These statements are based on certain assumptions, expectations of future events and
information currently available to the Management and are, therefore, subject to various
known and unknown risks, uncertainties and other factors beyond the Company's control.
Actual results, performance or achievements may differ materially from those expressed
or implied in such forward-looking statements due to various factors including, but not
limited to, changes in economic conditions, industry trends, demand-supply dynamics,
availability and prices of raw materials, fluctuations in energy and fuel costs, changes
in government policies, taxation and regulatory framework, foreign exchange fluctuations,
inflation, interest rates, technological developments, environmental and climatic
conditions, litigation, labour-related matters, force majeure events and other risks that
may affect the Company's business and operations.
The Company assumes no obligation to publicly amend, modify or revise any
forward-looking statements, whether as a result of new information, future events, changed
assumptions or otherwise, except to the extent required under the applicable laws or
regulatory requirements.
Readers are advised to exercise appropriate judgment while relying on such
forward-looking statements and should consider them in conjunction with the risks and
uncertainties discussed elsewhere in this Annual Report.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to place on record their sincere appreciation and
gratitude to the
Shareholders, Customers, Bankers, Financial Institutions, Business Associates,
Suppliers, Vendors, Consultants, Advisors, Statutory Authorities, Regulatory Authorities,
the Central and State Governments, and all other stakeholders for their continued trust,
confidence, encouragement and valuable support extended to the Company throughout the
financial year.
The Directors also express their heartfelt appreciation to the employees at all levels
for their unwavering commitment, dedication, professionalism and collective efforts, which
have significantly contributed to the Company's sustained growth, operational excellence
and overall performance during the year under review.
The Board places on record its sincere appreciation for the guidance and support
received from the Board of Directors, Independent Directors, various Board Committees,
Auditors, Legal Counsels and other professional advisors, whose valuable guidance and
constructive suggestions have strengthened the Company's governance framework and
compliance culture.
The Directors also acknowledge the continued support and cooperation received from the
National Stock Exchange of India Limited (NSE), the Securities and Exchange Board of India
(SEBI), the Ministry of Corporate Affairs (MCA), Depositories, Registrar and Share
Transfer Agent, Bankers and other statutory and regulatory authorities, which has enabled
the Company to maintain high standards of corporate governance and regulatory compliance.
The Directors further extend their gratitude to the families of the employees for their
continued encouragement and support and reaffirm the Company's commitment towards creating
sustainable value for all stakeholders through responsible business practices, ethical
governance and long-term growth.
The Board remains committed to strengthening the Company's governance framework,
enhancing stakeholder value and pursuing sustainable growth while upholding the highest
standards of integrity, transparency and corporate responsibility.
For and on behalf of the Board of Directors, |
|
Sd/- |
Sd/- |
Ashok Kumar Bansal |
Ayush Bansal |
Managing Director |
Whole-time Director |
DIN: 00321238 |
DIN: 00774900 |
Place: Shamli, Uttar Pradesh 247 776. |
|
Date: August 20, 2026 |
|
|