Race Eco Chain Limited approved its standalone and consolidated audited financial statements for FY26 during its 26th Annual General Meeting held on September 26, 2026. The meeting, conducted via video conferencing, also ratified key governance changes including the reappointment of statutory auditors and the Managing Director.

Governance and Auditor Appointments

Shareholders approved the appointment of M/s. Akshay Singhla & Associates (Firm Registration No. 039880N) as the new Statutory Auditors. They will hold office for a term of five consecutive years, from the conclusion of this AGM until the conclusion of the 31st Annual General Meeting.

The company also approved the re-appointment of Mr. Lalit Kumar Malik, who retires by rotation and offered himself for re-election. Additionally, Mr. Sunil Kumar Malik was re-appointed as Managing Director for a period of three years, commencing October 2, 2026, and ending October 1, 2029, on the same remuneration terms.

Meeting Proceedings and Attendance

The AGM commenced at 1:00 pm and concluded at 1:57 pm. A total of 41 members attended the meeting through Video Conferencing or Other Audio Visual Means. Mrs. Shiwati, Company Secretary and Compliance Officer, managed the regulatory proceedings and e-voting instructions.

E-voting facilities were available from September 23, 2026, to September 25, 2026. Mr. Amit Saxena, a Practicing Company Secretary, supervised the voting process. The Chairman provided highlights of the company's performance during FY26, though specific financial figures were not detailed in the public proceedings summary.

Race Eco Chain has received observation letters stating no adverse observations from both the Bombay Stock Exchange and the National Stock Exchange regarding its draft composite scheme of arrangement. The regulatory clearance allows the company to proceed with filing the scheme before the National Company Law Tribunal.

The proposed transaction involves the demerger of Race Eco Chain into two resultant entities: Geoeco Green Energy Limited and Race Gateway Limited. The exchanges conveyed their observations on September 21, 2026, subject to specific compliance requirements outlined by SEBI and the exchanges themselves.

Scheme Structure and Regulatory Requirements

The draft scheme falls under sections 230 to 232 of the Companies Act, 2013. SEBI had previously issued comments on July 30, 2026, which the exchanges have incorporated into their observation letters. Key conditions include ensuring compliance with Regulation 11 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

The company must disclose all details of ongoing adjudication, recovery proceedings, or prosecution initiated against the company, its promoters, and directors before the NCLT and shareholders. Additionally, any additional information submitted after filing the scheme must be displayed on the company’s website and the stock exchanges’ websites.

Asset and Liability Transfer

The scheme mandates the transfer of specific business divisions to the resultant companies. The liabilities of Demerged Undertaking No. 1, the Biomass Division of Race Eco, will transfer to Geoeco Green Energy Limited. Demerged Undertaking No. 2, the Restore Bag Division of Race Eco, will transfer to Race Gateway Limited.

The company is required to ensure that financials in the scheme, including those used for valuation reports, are not older than six months. Proposed equity shares issued under the scheme must be in demat form only.

Disclosure and Listing Conditions

Race Eco Chain must provide comprehensive disclosures to shareholders to enable informed decision-making. This includes a small explanation of the scheme, its rationale, synergies, impact on shareholders, and a cost-benefit analysis. Details of the registered valuer and merchant banker, along with the basis for the share swap ratio, must also be disclosed.

Pre- and post-scheme shareholding patterns for Race Eco, Geoeco, and Gateway must be provided as on the date of the shareholders' meeting notice. The company must also disclose capital build-up, revenue, PAT, and EBITDA for the last three years for all three entities.

Geoeco Green Energy Limited and Race Gateway Limited must complete listing formalities and commence trading within sixty days of receiving the NCLT order. Shares allotted pursuant to the scheme will remain frozen in the depository system until listing permission is granted. There shall be no change in the shareholding pattern or control between the record date and listing.