Race Eco Chain Ltd

Target overview

• Ganesha Recycling Chain Private Limited is an Indian recycling company.
• Industry: Recycling; presence in India.
• Subsidiary of Race Eco Chain Ltd.

Transaction details

• Rights issue; cash consideration of Rs 1.02 crore.
• Stake acquired: 51% equity shares.
• Number of shares allotted: 102,000.
• Board meeting date: 29 September 2026.
• Related party status: Ganesha is a subsidiary.
• Promoter/group interest: none.
• Regulatory approvals: Not Applicable.
• Cost of acquisition: Rs 1.02 crore.

Target background

• Incorporation date: 10/09/2024.
• Turnover 2025: Rs 0.01 Lakh; 2026: Rs 21.19 Lakh.
• Authorized capital: Rs 10 crore; Paid-up capital: Rs 7.93 crore.
• Paid-up Preference capital: Rs 9.33 lakh.

AGM Details

• AGM conducted via Video Conferencing/AVM.
• Record date noted in the filing.
• Scrutinizer's report submitted post-meeting.
• Meeting concluded after about one hour.

Resolutions and outcomes

• Ordinary: Adopt audited consolidated financial statements; passed.
• Ordinary: Re-appoint and rotate a director; passed.
• Ordinary: Appoint statutory auditors; passed.
• Special: Re-appoint director and fix remuneration for MD; passed.

Director changes

• Director rotation/re-appointment approved.
• Remuneration for Managing Director approved.

Auditors

• Statutory auditors appointed/continued per resolution.

AGM Details

• AGM held on 26 September 2026 at 01:00 PM IST via VC/OAVM.
• Total attendees: 41 members via VC/OAVM.
• Meeting concluded at 01:57 PM IST.
• Remote e-voting: 23–25 September 2026.
• Scrutinizer: Amit Saxena, Practising Company Secretary.
• Conducted under MCA/SEBI guidelines via VC/OAVM.

Ordinary Business

• Approved and adopted standalone and consolidated financial statements for FY ending 31 March 2026 (passed).
• Re-appointed Lalit Kumar Malik, retiring by rotation, as Director (passed).
• Appointed Akshay Singhla & Associates as statutory auditors for five years (passed).

Special Business

• Re-appointed Sunil Kumar Malik as MD for 3 years at existing remuneration (passed).

Scheme details and regulatory status

• Draft composite demerger scheme into two resulting entities with asset and liability transfers.
• Demerged Undertaking 1 liabilities to Resultant 1; Undertaking 2 liabilities to Resultant 2.
• Approvals required: NCLT sanction; SEBI and exchanges approvals.
• Listings of both Resultant 1 and 2 subject to SEBI approval and exchange criteria.
• Listing to commence within 60 days of NCLT order.
• BSE/NSE: observation letters with no adverse observations.
• Observation letters are valid for six months from Sept 21, 2026.
• Comprehensive disclosures required in explanatory statement: valuation, shareholding, reserves, creditors.
• No changes to the draft scheme without SEBI's written consent.
• Listing subject to SEBI approval and exchange discretion.
• Post-approval: file with NCLT and comply with regulator requirements.

AGM notice and email updates

• AGM scheduled on 26 September 2026 at 01:00 PM IST via VC/OAVM.
• Notice and Annual Report 2025-26 accessible via provided links.
• Letters sent to shareholders without registered emails for accessing AGM materials.
• KYC updation reminders under SEBI circular; physical holders urged to update PAN and bank details.
• Benpose date for AGM notice: 28 August 2026.

Book closure & AGM details

• AGM date: 26 September 2026, 01:00 PM, via VC/OVAM.
• Book closure for equity shares: 20 Sep 2026 to 26 Sep 2026 (inclusive).
• Cut-off for voting entitlement: 28 September 2026.
• Remote e-voting: 23 Sep 2026 09:00 AM to 25 Sep 2026 05:00 PM.
• Record of members/Share Transfer Books closed: 20 Sep to 26 Sep 2026.
• Security: Equity shares.

Financial snapshot

• Consolidated revenue: ₹618.75 crore, up 11.5% YoY.
• Consolidated EBITDA: ₹14.20 crore, up 46.4% YoY.
• Consolidated PAT: ₹7.29 crore, up 73.9% YoY.
• Total Income (Consolidated): ₹62,041.07 lakh.
• EPS (Consolidated): ₹4.23.
• Standalone revenue from operations: ₹381.82 crore; Standalone PAT: ₹2.30 crore.
• Standalone EPS: ₹1.33.
• Dividend: no dividend declared for FY26.
• Warrants forfeited: 19,55,000; upfront ₹17.20 crore forfeited; warrants cancelled.
• Paid-up capital: ₹17.26 crore; Authorized share capital: ₹25 crore.

Segments & operations

• Plastic Waste & PET Waste revenue: ₹363.68 crore.
• PET Waste EBIT: ₹7.76 crore.
• Waste volume: 80,609 MT aggregated.
• Biomass division revenue: ₹8.27 crore.
• RESTORE revenue: ₹9.88 crore; RESTORE EBIT: ₹1.66 crore.
• Ganesha Recycling Chain: 51% stake; PET washing plants planned.
• Pan-India PET collection network and RAČE App expansion.

Capital structure & liquidity

• Paid-up equity share capital: ₹17.26 crore; Authorized capital: ₹25 crore.
• Short-term borrowings: ₹8,222.48 lakh; ICICI ₹4,673.33 lakh; Tata Capital ₹693.63 lakh.
• Cash & cash equivalents: standalone ₹8.16 crore; consolidated ₹15.59 crore.
• Warrants forfeited: 19.55 lakh; upfront ₹17.20 crore forfeited.
• India Polymers disinvested; ceased as subsidiary on 30 Sept 2025.

Governance & audit

• Board: 6 directors, 3 independent; MD chairs; 15 board meetings.
• Statutory Auditors: Akshay Singhla & Associates appointed for 5 years; Garg Arun & Associates retained.
• Secretarial Auditors: HKS & Associates; one prior-year delay penalty paid and corrected.
• CFO: Sujeet Kumar Thakur appointed 30 May 2026.

Key post-year developments

• 26th AGM via VC/OVAM on 26 September 2026.
• Scheme of Arrangement: Biomass demerger to Geoeco Green Energy; RESTORE demerger to Race Gateway; under SEBI review.
• Ganesha Recycling Chain acquired 51% stake; GEM Polymers 93% stake via GEM; May 15 2026.
• Prime Industries Limited ceased to be an Associate on July 1, 2026.

Risks & outlook

• Outlook: move up the circular value chain; PET washing capacity expansion planned.
• Regulatory drivers: EPR, recycled-content mandates, and value-chain ESG disclosures.
• Market: recycled PET flakes market expected to grow in India; biomass energy support.
• Execution risks: structural reforms and integration from planned demergers.

AGM Details

• AGM date and time: 26 September 2026 at 01:00 PM IST via VC/OAVM.
• Mode: VC/OAVM; deemed venue: Registered Office.
• Record date: 19 September 2026.
• Books closure: 20–26 September 2026 inclusive.
• Venue deemed at the Company's registered office.

Key Resolutions

• Ordinary: Adopt standalone and consolidated financial statements for year ended 31 March 2026.
• Ordinary: Re-appoint Lalit Kumar Malik as Director by rotation.
• Ordinary: Appoint Akshay Singhla & Associates as Statutory Auditors for five years; Board to fix remuneration.
• Special: Re-appoint Sunil Kumar Malik as Managing Director for 3 years from 2 October 2026.

Director Changes

• Re-appointment of Lalit Kumar Malik as Director by rotation.
• Sunil Kumar Malik re-appointed as Managing Director for 3-year term.

Auditor Appointments

• Akshay Singhla & Associates appointed as Statutory Auditors for five years; remuneration to be fixed by Board.

Voting Status

• Voting results are not disclosed in this filing.

Regulatory Update

• Company received a Demand cum Show Cause Notice No. 18/AE/ADC/2026-27 from CGST Noida.
• Notice dated 29 August 2026; knowledge on 31 August due to non-working days.
• ITC of 16,74,60,039 claimed from suppliers with cancelled registrations; period FY2020-21 to FY2026-27.
• Notice at preliminary stage; no final determination yet; detailed response within 30 days.
• Impact: no immediate impact on operations; financial implications to be determined.