The Members of

ECO RECYCLING LIMITED

The Directors are pleased to present the Twenty Seventh Annual Reportalong with the Audited Financial Statements of your Company for the Financial Year ended31^st March 2021.

1. THE STATE OF THE COMPANY'S AFFAIRS

The period under discussion was quite satisfactory in terms ofoverall performance of the Company.

(Rs. in Lacs)

During the year under review the Company has reported a totalincome of Rs.1848 lakhs as against Rs. 1321 lakhs in previous year. The net profit of theCompany increased to Rs. 438 lakhs from Rs. 112 lakhs in previous year.

1.2 Change in nature of Business

The Company is engaged in the business of e-waste management andrecycling. There was no change in nature of business activity during the year.

1.3 Change in Share Capital

During the Financial Year 2020-21 there was no change in capitalstructure of the company.

1.4 Revision of Annual Financial Statement

There was no case of revision in financial statement during the year.

2. DIVIDEND

Your Directors have not recommended any dividend for the financial yearended March 31 2021.

3. TRANSFERS TO RESERVES

During the year the Company has not transferred any amount to thereserves.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIALPOSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report.

5. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

Since Recycling is the core activity of your Company Section 134(3) ofthe Companies Act 2013 read with the rules made thereunder the clause relating toConservation of Energy and Technology absorption is not applicable to your Company.

6. FOREIGN EXCHANGE EARNINGS AND OUTGO The Foreign Exchangeearned in terms of actual inflows during the year and the Foreign Exchange outgo in termsof actual outflows during the year is as follows:

(Rs. in Lacs)

7. EXTRACTS OF ANNUAL RETURN

The form No. MGT- 7 for financial year 2020-21is uploadedCompany's website www.ecoreco.com.

8. DEPOSITS

During the year under review your Company did not accept any depositswithin the meaning of provisions of Chapter V – Acceptance of Deposits by Companiesof the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

9. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIALCONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adopted the policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

The Company has in place adequate internal financial controls withreference to financial statements. The Company's internal control systems includinginternal financial controls are commensurate with the nature of its business and the sizeand complexity of its operations and same are adequate and operating effectively. Thesesystems are periodically tested and no reportable material weakness in the design oroperation was observed. The Audit Committee reviews adequacy and effectiveness of theCompany's internal control system including internal financial controls.

10. BOARD MEETINGS

The Board of Directors (herein after called as "the Board")met for 6 (Six) times during the year under review:

6 12.02.2021 422 The Summit Business Park

i) B K Soni

i) Shashank Soni Near WEH Metro Station Andheri (East)

ii) Srikrishna B

ii) Aruna Soni Mumbai – 400 093

iii) Dattatraya Devale

Time: 5:00 P.M.

11. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on the date of this Report your Company has 6 (Six) Directorsconsisting of 3 (Three) Independent Directors and 3 (Three) Executive Directors includinga Woman Director. In pursuance of the provisions of Section 152(6) of the Act and Articlesof Association of the Company Mr. Shashank Soni (DIN: 06572759) retires by rotation fromthe Board in the ensuing AGM and being eligible for re-appointment has offered himselffor re–appointment. The Board of Directors recommends his re-appointment to theMembers of the Company.

During the year under review Mr. Ravi Varma (DIN: 08762549)Independent & Non-Executive Director has resigned from the Board of Directors of theCompany with effect from December 10 2020 due to personal commitments and otherpreoccupations. The Board of Directors places on record their appreciation for thevaluable contributions made by Mr. Ravi Varma (DIN: 08762549).

Further the Board of Directors of the Company in the Board Meetingheld on February 12 2021 has appointed Mr. Giriraj Bhattar (DIN: 09067018) as anAdditional Independent & Non-Executive Director. Pursuant to provisions of Section 160and 161 of the Companies Act 2013 his term as Director is valid till the ensuing AnnualGeneral Meeting of the Company. The Company had received notice from a Member of theCompany u/s 160 of the Act proposing the candidature of Mr. Giriraj Bhattar (DIN:09067018) as an Independent & Non-Executive Director of the Company. The Board hasconsidered the proposal and decided to recommend his name to the Members in ensuing AnnualGeneral Meeting to be appointed as an Independent & Non-Executive Director of theCompany.

During the period under review Mr. Anand Dubey Company Secretary andCompliance Officer resigned w.e.f May 04 2020. Ms. Khushboo Hanswal was appointed asCompany Secretary and Compliance Officer of the Company w.e.f September 1 2020. Furthershe resigned as a Company Secretary and Compliance Officer w.e.f March 25 2021. Mr.Aniruddha Badkatte was appointed as Company Secretary and Compliance Officer w.e.f June25 2021.

Further at the time of the appointment of an Independent Director theCompany issues a formal letter of appointment outlining his role function duties andresponsibilities. The format of the letter of appointment is available on our website athttp://ecoreco.com/ investor-overview.aspx Brief resume and other details of the Directorproposed to be re-appointed at the AGM as stipulated under the Listing Regulations andSecretarial Standard-2 has been furnished separately in the Notice convening the AGM readwith the Annexure thereto forming part of this Report.

Details of the number of meetings of the Board of Directors andCommittees and attendance at the meetings have been furnished in the Report on CorporateGovernance. Following persons are designated as Key Managerial Personnel (KMP): Mr.Brijkishor Soni (DIN: 01274250) Chairman and Managing Director Mr. Shashank SoniExecutive Director and Chief Financial Officer Mr. Aniruddha Badkatte Company Secretaryand Compliance officer

12. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDERSECTION 149(6) OF THE COMPANIES ACT 2013

All Independent Directors of your Company have given a declarationpursuant to Section 149(7) of the Companies Act 2013 affirming compliance to the criteriaof Independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and that they are not disqualified to become Directors under the Act. Based on thedeclaration(s) of Independent Directors the Board of Directors recorded its opinion thatall Independent Directors are independent of the Management and have fulfilled theconditions as specified in the Companies Act 2013 and the Rules made thereunder.

13. Board Familiarization Program

At the time of appointment of a new Director through the inductionprocess he/she is familiarized with the Company the Director's roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. Detailed presentations are made before the BoardMembers at the Board and its Committee Meetings covering various areas including businessstrategy financial performance and forecast compliances/regulatory updates auditreports risk assessment and mitigation industry roles rights responsibilities ofIndependent Directors etc. Familiarization Program for Independent Directors: TheFamiliarization Program aims to provide insights into the Company to enable theIndependent Directors to understand its business in depth and contribute significantly tothe Company. All Independent Directors attended the orientation and familiarizationprograms held during the financial year 2020-21. The details of training andfamiliarization programs are available on our website at: http://ecoreco.com/Uploads/Downloads/ Familarization_Programme.pdf

The Company has laid down a code of conduct for all Board membersand senior management and Independent Directors of the Company. All the Board membersincluding independent directors and senior management personnel have affirmed compliancewith the code of conduct.

15. NOMINATION & REMUNERATION COMMITTEE AND STAKEHOLDERSRELATIONSHIP COMMITTEE

As per the requirement of Section 178 of the Companies Act 2013 andRegulation 19 and 20 of SEBI (LODR) Regulations 2015 the Company has constitutedNomination and Remuneration Committee and Stakeholders Relationship Committee. TheComposition of the above Committees their terms of reference detailed in the CorporateGovernance report.

16. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Srikrishna Bhamidipati asChairman Mr. Dattatraya Devale and Mrs. Aruna Soni as members. The Internal Auditors ofthe Company report directly to the Audit Committee. All the recommendations made by theAudit Committee were accepted by the Board. The details of meetings of Audit Committeeheld during the year its composition terms of reference are given in the Report onCorporate Governance.

17. REMUNERATION POLICY

The Board on the recommendation of the Nomination and RemunerationCommittee has approved and adopted a Remuneration Policy for selection and appointment ofDirectors Senior Management personnel and their remuneration. The Whistle Blower Policyhas been disclosed on the Company's website www.ecoreco.com.

BLOWER POLICY

The Company has a ‘Whistle Blower Policy'/‘VigilMechanism' in place. The objective of the Vigil Mechanism is to provide theemployees Directors customers contractors and other stakeholders of/in the Company animpartial and fair avenue to raise concerns and seek their redressal in line with theCompany's commitment to the highest possible standards of ethical moral and legalbusiness conduct and fair dealings with all its stakeholders and constituents and itscommitment to open communication channels. The Company is also committed to providerequisite safeguards for the protection of the persons who raise such concerns fromreprisals or victimization for whistle blowing in good faith. The Board of Directorsaffirms and confirms that no personnel have been denied access to the Audit Committee. ThePolicy contains the provision for direct access to the Chairman of the Audit Committee inappropriate or exceptional cases. The Whistle Blower Policy has been disclosed on theCompany's website www. ecoreco.com and circulated to all the Directors and employees.

STATEMENT

As stipulated under section 134(3) (c) read with Section 134(5) of theAct your Directors hereby state and confirm that:

(a) in the preparation of the annual accounts for the financial yearended on March 31 2021 the applicable accounting standards have been followed and thatthere are no material departures from the same;

(b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year ended on March 31 2021 and of the profit and loss of the Company for thatperiod;

(c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls for the Company andsuch internal financial controls are adequate and operating effectively during thefinancial year ended March 31 2021 and

(f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectivelyduring the financial year ended March 31 2021.

20. COMMIS SION RECEIVED BY DIRECTORS FROM HOLDING/ SUBSIDIARY COMPANY

None of director is in receipt of any commission from the company andcommission from any holding company or subsidiary company of company. Hence provisions ofsection 197 (14) of Companies Act 2013 are not applicable to the Company.

21. RISK MANAGEMENT

The Company's Risk Management process focuses on ensuring that theserisks are identified on a timely basis and addressed.

The Audit Committee oversees enterprise risk management framework toensure execution of decided strategies with focus on action and monitoring risks arisingout of unintended consequences of decisions or actions and related to performanceoperations compliance incidents processes systems and transactions are managedappropriately. The Company believes that the overall risk exposure of present and futurerisks remains within risk capacity.

22.1STATUTORY AUDITOR

The Board of Directors vide Circular resolution dated August 6 2021had appointed RMR & Co. Chartered Accountants (Firm Registration No. 106467W) asStatutory Auditors of the Company to fill in the casual vacancy caused consequent toresignation of Talati & Talati LLP Chartered Accountants subject to approval ofmembers at the ensuing Annual General Meeting till conclusion of Annual General Meetingheld in the year 2022. M/s. RMR & Co. Chartered Accountants has furnished acertificate in terms of the

Act and the Companies (Audit and Auditors) Rules 2014 and confirmedtheir eligibility in terms of the provisions of Section 141 and all other applicableprovisions of the Act read with the applicable Rules thereto.

Explanation to Auditor's Remark

The Board has duly reviewed the statutory Auditors Report on theAccounts. The notes forming part of the accounts referred to in the Auditors Report of theCompany and statement of impact of Audit Qualifications are self-explanatory and do notcall for any further explanation.

22.2SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed M/s. Jyoti Dubey and Associates Practicing Company Secretary to conductSecretarial Audit for the financial year 2020-21. The Secretarial Audit Report for thefinancial year ended March 31 2021 is annexed herewith marked as Annexure IV tothis

Report.

The Secretarial Audit Report contain the following non-compliances:

22.3 COST RECORD AND COST AUDIT

Your company does not fall within the provisions of Section 148 ofCompany's Act 2013 read with the Companies (Cost records & Audit) Rules 2014therefore no such records required to be maintained.

22.4 INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act read with Rule 13of Companies (Accounts) Rules 2014 and on the basis of the recommendation of AuditCommittee the Board of Directors in their meeting held on June 25 2021 had appointedM/s. Anita Choudhari & Company Chartered Accountants Mumbai (Membership Number:102992) as the Internal Auditors of the Company for the financial year 2021-22.

23. REPORT ON PERFORMANCE OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATECOMPANIES:

Your Company has made investment in 849999 equity shares having facevalue of Rs. 10/- each in Ecoreco Enviro Education Private Limited which constitute 99.99%of total shareholding of the aforesaid Company. Pursuant to section 2(87) (ii) ofCompanies Act 2013 Ecoreco Enviro Education Private Limited is a Subsidiary Company.Further Company along with its Audited standalone financial statements have also producedAudited Consolidated Financial results for the year 2020-21 in order to enable itsShareholders to have insight in the working of its Subsidiary Company. There has been nomaterial change in the nature of the business of the subsidiary company. Pursuant to Rule5(1) of the Companies (Accounts) Rules 2014 the performance and financial position of thesubsidiary company and associate company is included for the financial year ended March31 2021 as per Form AOC – 1 attached to the this report as Annexure I.Further during the year of report no Subsidiary/Joint Ventures/Associate were ceased tooperate.

24. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

During the financial year under review the Company has not enteredinto any contracts/arrangements/ transactions with related parties which could beconsidered material in accordance with the Company's Policy on materiality of relatedparty transactions. All contracts/ arrangements/transactions entered into by the Companyduring the financial year under review with related parties were in the ordinary course ofbusiness and on an arm's length basis. Accordingly the disclosure of related partytransactions to be provided under section 134(3)(h) of the Act in Form AOC–2 isappended as Annexure II. The Policy on materiality of related party transactions anddealing with related party transactions as approved by the Board may be accessed on theCompany's website at http://ecoreco. com/Uploads/Downloads/Materiality-Policies.pdf

25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Loans guarantees or investments covered Under Section 186 of theCompanies Act 2013 form part of the notes to the financial statements provided in thisAnnual Report.

26. CORPORATE SOCIAL RESPONSBILITY

Your company does not fall under the requirements of Section 135 ofCompanies Act 2013 for establishing Corporate Social responsibility (CSR) committee;therefore no such committee was established by the Board.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators

/ Courts which would impact the future operations / going concernstatus of the Company.

28. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OFITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors is committed to continued improvement in itseffectiveness. Accordingly the Board participated in the annual formal evaluation of itsperformance. This was designed to ensure amongst other things that the Board itsCommittees and each Director continue to contribute effectively. As per Section 134(3)(p)of the Act a statement indicating the manner in which formal annual evaluation was madeby the Board of their performance and that of its Committees and individual Directors hasto be furnished to the Members as part of the Board's Report. Further theIndependent Directors as part of their mandate under Schedule IV of the Act need to makean evaluation of performance of the constituents of the Board apart from theirself-evaluation. Under this process a structured questionnaire was prepared after takinginto consideration inputs received from the Directors setting out parameters ofevaluation; the questionnaire for evaluation are to be filled in consolidated anddiscussed with the Chairman. The Board of Directors undertook evaluation of IndependentDirectors at their meeting held on February 12 2021and placed on its record that theIndependent Directors have the requisite qualification expertise and track record forperforming their duties as envisaged under the Law and they add value in the decisionmaking process of the Board.

The criteria for evaluation of performance of Directors the Board as awhole and the Board's Committee are summarized in the table given below:

29. EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with deferential votingrights.

30. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR KEY MANAGERIALPERSONNEL AND PARTICULARS OF EMPLOYEES

None of the employees of the Company is drawing remuneration in excessof the limits prescribed under Rule (5)(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.Details of remuneration of each Director to themedian remuneration of the employees pursuant to Section 197 read with Rule 5 of theCompanies Act 2013 are attached to this report as

Annexure III.

31. VOTING RIGHTS OF EMPLOYEES

During the year under review the company has not given loan to anyemployee for purchase of its own shares as per section 67(3)(c) of Companies Act 2013.

32. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued shares under employee's stock optionsscheme pursuant to provisions of Section 62 read with Rule 12(9) of Companies (ShareCapital and Debenture) Rules 2014.

33. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company has not issued sweat equity shares pursuant to provisionsof Section 54 read with Rule 8 of Companies (Share Capital and Debenture) Rules 2014during the Financial Year.

34. CORPORATE GOVERNANCE REPORT

Your Company and its Board has been complying with Corporate Governancepractices as set out in a separate report in pursuance of requirement of para C ofSchedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as AnnexureV. Practising Company Secretary M/s. Jyoti Dubey and Associates certificateconfirming compliance of the Corporate Governance as stipulated under the said Regulationsis also attached to this Report.

35. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the financial year underreview as stipulated under regulation 34 of the Listing Regulations is set out in aseparate Section forming part of this Report.

36. LISTING AT STOCK EXCHANGE

The Equity shares of the Company are listed with BSE Ltd Mumbai andthe listing fee for the year 2020-21 has been duly paid.

37. INSURANCE

The Company's assets are adequately insured against the loss offire and other risks as consider necessary by the Management from time to time.

38. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Reporting as required by Regulation 34(2)(f) of the SEBI (Listing Obligations & Disclosure Requirements ) Regulations 2015 isnot applicable to your Company for the financial year ending March 31 2021.

39. DEPOSITORY SYSTEM

Your Company's share compulsorily tradable in electronic form andyour Company has connectivity with both the Depositories i.e. National SecuritiesDepository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In viewof the numerous advantages offered by the Depository System members are requested toavail the facility of Dematerialization of the Company's shares on either of theDepositories mentioned above.

40. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean andsafe operations. The Company's policy requires conduct of operations in such amanner so as to ensure safety of all concerned compliances environmental regulations andpreservation of natural resources.

41. INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. YourDirectors recognize and appreciate the sincere hard work loyal dedicated efforts andcontribution of all the employees in the growth and performance of the Company during theyear.

42. SEXUAL HARASSMENT

Your Company has always believed in providing a safe and harassmentfree workplace for every individual through various interventions and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. During the year ended March 312021 no complaints have been received pertaining to sexual harassment.

43. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment at theWorkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made there under. ThePolicy aims to provide protection to employees at the workplace and prevent and redresscomplaints of sexual harassment and for matters connected or incidental thereto with theobjective of providing a safe working environment where employees feel secure. InternalComplaints Committee has been set up to redress complaints received regarding sexualharassment. It may be noted that during the year 2020-21 no grievance / complaint from anywomen employee was reported.

44. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENT:

The Company has adopted the policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

The Company has in place adequate internal financial controls withreference to financial statements. The Company's internal control systems includinginternal financial controls are commensurate with the nature of its business and the sizeand complexity of its operations and same are adequate and operating effectively. Thesesystems are periodically tested and no reportable material weakness in the design oroperation was observed. The Audit Committee reviews adequacy and effectiveness of theCompany's internal control system including internal financial controls.

45. SECRETARIAL STANDARDS

The Company has complied with all the applicable secretarial standardsissued by The Institute of Company Secretaries of India and notified by the CentralGovernment.

46. ACKNOWLEDGEMENTS

Your Directors place on record their special gratitude to all theGovernments and Government Departments Company's Bankers and all other stakeholdersfor extending their assistance and cooperation and encouragement to the Company. YourDirectors also wish to place on record their sincere thanks and appreciation for thecontinuing support and unstinting efforts of Customer Vendors Employees and all otherstakeholders in ensuring an excellent all round operational performance.

For and on behalf of the Board of