Directors Report of GEM Enviro Management Ltd.

Mar 31, 2025

Your directors are pleased to present the 12^th Annual Report of the Company covering the operating and
financial performance together with the Audited Standalone Financial Statements and the Auditors’
Report thereon for the Financial Year ended on March 31,2025.

1. FINANCIAL RESULTS AND REVIEW OF OPERATIONS:

The financial highlights of the Company during the period ended March 31,2025 are as below:

Particulars	Financial Year 2024-25	Financial Year 2023-24
Revenue from operations (Net)	5,920.04	3,356.18
Other income	83.11	71.67
Total Revenue	6,003.15	3,427.85
Profit/loss before depreciation, Finance Costs, Exceptional items and Tax Expense	817.85	1,535.55
Less: Depreciation expense	9.56	5.54
Profit/loss before Finance Costs, Exceptional items and Tax Expense	808.29	1,530.01
Less: Finance costs	0.79	-
Profit/Loss before Exceptional Items, Extraordinary Items and Tax Expense	807.50	1,530.01
Less: Exceptional Items	-	-
Profit/Loss before Extraordinary Items	807.50	1,530.01
Less: Extraordinary Item/ Prior Period Item	-	0.87
Profit/ (Loss) before tax	807.50	1,529.15
Income Tax- Earlier Year	(0.09)	5.67
Less: Tax expense:
(a) Current tax expense	205.74	404.03
(b) Deferred tax	(6.81)	(10.28)
Profit / (Loss) for the year	608.66	1,129.72

2. STATE OF COMPANY AFFAIRS

GEM Enviro Management Limited is a Waste Management Agency dedicated to building a greener and
more responsible future. With a PAN-India presence and a strong network of waste collectors and
recyclers, GEM enables businesses across sectors to reduce their environmental impact through
efficient and responsible solutions.

Our comprehensive range of services spans across:

• Extended Producer Responsibility (EPR) Credits for diverse waste streams including Plastics, E-
waste, and Batteries.

• Waste collection and transportation, ensuring efficient transfer of waste to authorized recyclers
across India.

• ESG (Environmental, Social, and Governance) Consulting, helping organizations align with global
sustainability standards.

• Information, Education and Communication (IEC) activities, creating awareness among the
general public on responsible waste disposal, reuse, recycling, and sustainable waste
management practices.

Further strengthening its position as a holistic sustainability partner, GEM is expanding into ESG-focused
infrastructure and wastewater management solutions. These sustainability driven initiatives complement
our existing strengths in plastic and e-waste EPR services, reinforcing GEM’s leadership as a
comprehensive solutions provider in the India''s ESG landscape.

During the financial year ended March 31, 2025, your Company’s revenue from operations was Rs.
5,920.04 (in Lakhs) as against Rs. 3,356.18 (in Lakhs) of the previous year. The Company has made Net
Profit of Rs. 608.66 (in Lakhs) as against Rs. 1,129.72 (in Lakhs) of the previous year.

3. TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the General Reserve.

4. DIVIDEND

During the financial year under review, the Company has paid the Final Dividend of Rs. 0.50/- (10%) per
equity share of Face value of Rs. 5 /- each fully paid for the financial year 2023-24.

Further, the Board of Directors of the Company are pleased to recommended the final Dividend of Rs.
0.25/- (5%) per equity share of Face value of Rs. 5 /- each fully paid for the financial year 2024-25. The
final dividend shall be payable post shareholder’s approval at the ensuing Annual General Meeting
(“AGM”) of the Company, to the eligible shareholders within the prescribed timeline in accordance with
the applicable laws.

5. INITIAL PUBLIC OFFER (IPO)

The Company came out with an Initial Public Offer (IPO) of equity shares in accordance with SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018, wherein 14,97,600 Equity Shares of Rs. 5/-
each were issued as Fresh Issue and 44,92,800 Equity Shares of Rs. 5/- each were issued as Offer for
Sale (OFS).

The public issue was opened on June 19,2024 and closed on June 21,2024 for all the applicants at an
offer price of Rs. 75/- per equity share, including a share premium of Rs. 70/- per equity share aggregating
to Rs. 4492.80 Lakhs.

The Equity shares of the Company were listed on BSE SME Platform with effect from June 26,2024.
The Company has paid requisite annual listing fees to BSE Limited (BSE) where its securities are listed.

6. SHARE CAPITAL

A. Authorized Share Capital

During the financial year under review, there was no change in the Authorized Share Capital of the
Company. On March 31, 2025, the Authorized share capital of the Company was Rs. 15,00,00,000/-
(Rupees Fifteen Crores only) comprising of 3,00,00,000 (Three Crores) equity shares of Rs. 5/- (Rupees
Five only) each.

B. Paid Up Share Capital

During the financial year under review, the paid-up share capital of the Company increased pursuant to
the fresh issue of 14,97,600 (Fourteen Lakh Ninety-seven Thousand Six Plundred) equity shares through
an Initial Public Offering.

As a result, the paid-up share capital of the Company rose from Rs. 10,52,64,000 (Rupees Ten Crore
Fifty-Two Lakh Sixty-Four Thousand only) comprising of 2,10,52,800 (Two Crore Ten Lakh Fifty-Two
Thousand Eight Hundred) equity shares of Rs. 5 (Rupees Five only) each to Rs. 11,27,52,000 (Rupees
Eleven Crore Twenty-Seven Lakh Fifty-Two Thousand only) comprising of 2,25,50,400 (Two Crore
Twenty-Five Lakh Fifty Thousand Four Hundred) equity shares of Rs. 5 (Rupees Five only) each.

7. CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, there is no change in the nature of the business of the Company.

8. SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES

As on March 31,2025, the Company has one Wholly Owned Subsidiary namely GEM Green Infra Tech
Private Limited, which was incorporated on March 21,2025. Furthermore, the Company does not have
any joint ventures or associate companies.

Directors

Appointment and Cessation

Mrs. Mamta Gupta (DIN: 02789086) has tendered her resignation and ceased to be the Non- Executive
Independent Director of the Company with effect from the close of business hours on May 12, 2025.
Consequently, she ceased to be a member in the various committees of the Board of Directors of the
Company. The Board praised her valuable guidance and contribution to the Company during her
association with the Company.

With a view to broad base the Board and to fill the vacancy created on the Board due to resignation of
Mrs. Mamta Gupta, the Board of Directors of the Company, on the recommendation of Nomination and
Remuneration Committee, at their meeting held on Friday, August 01,2025 had appointed Ms. Sandhya
Kohli (DIN: 10527387) as an Additional Director in the category of Non- Executive Independent Director
with effect from August 01,2025, for the first term of five consecutive years, subject to the approval of
shareholders of the Company in the ensuing AGM and shall not be liable to retire by rotation. Based on
the recommendation of the Nomination and Remuneration Committee, the Board of directors
recommend the proposal of her appointment for consideration of the shareholders at the ensuing AGM
of the Company.

Retire by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 (“the Act”), Mr. Sachin Sharma (DIN:
05281526), Managing Director of the Company is liable to retire by rotation at the ensuing AGM and being
eligible, offers himself for re-appointment.

Based on the performance evaluation, your directors recommend the proposal of his re-appointment for
consideration of the shareholders at the ensuing AGM of the Company.

Brief profile of the Directors proposed to be appointed/ reappointed as required under Regulation 36(3)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations, 2015") and Secretarial Standard - II on General meetings (SS2) issued by the Institute of
Company Secretaries of India (ICSI), are provided in the Notice of 12^th AGM of the Company.

Kev Managerial Personnel''s
Appointments and Cessations

Mr. Vijay Kumar Sharma has tendered his resignation from the position of Company Secretary of the
Company with effect from the close of business hours on December 18, 2024, on account of personal
reasons.

Mr. Amar Jeet ceased to be acting as the Chief Financial Officer of the Company with effect from the
close of business hours on January 13,2025.

The Board expresses their gratitude and appreciation towards Mr. Vijay Kumar Sharma and Mr. Amar
Jeet, for all the co-operation, support and guidance provided to the Board and Management, during their
association with the Company in the respective roles.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of
the Company had appointed Mr. Bhubanesh Pinani as Chief Financial Officer of the Company and Ms.
Tripti Goyal (Membership No.: ACS73180) as Company Secretary and Compliance Officer of the
Company with effect from January 14,2025.

10. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received the declaration from all the Independent Directors confirming that they meet
the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI
Listing Regulations, 2015 and comply with the code for Independent Directors as specified under
Schedule IV of the Act and that they are not aware of any circumstances or situation, which exist or may
be reasonably anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgement and without any external influence.

All Independent Directors have also confirmed that they have registered themselves with the databank
maintained by the Indian Institute of Corporate Affairs pursuant to Section 150 of the Act read with the
rules made thereunder.

In the opinion of the Board, all the Independent Directors of the Company possess requisite qualifications,
experience and expertise and hold highest standards of integrity to discharge the assigned duties and
responsibilities as mandated by the Act and SEBI Listing Regulations, 2015 diligently.

Familiarisation Programme

The Company proactively keeps its directors informed about the activities of the Company, nature of the
industry in which the Company operates, its management and its operations. The policy on familiarization
programme of Independent Directors is available on the Company''s website at

https://aemrecvclina.com/policies1/

Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, the Shareholders
of the Company in their 11^th AGM held on September 30, 2024, had appointed M/s Rajiv Mehrotra &
Associates, Chartered Accountants (Firm Reg. Number: 002253C) as the Statutory Auditors of the
Company for the period of five consecutive years and to hold the office till the conclusion of 16^th AGM of
the Company to be held for the financial year ended March 31,2029.

The report of the Statutory Auditor does not contain any qualification, reservation, adverse remark or
disclaimer. The auditor’s report is self-explanatory and does not require any explanation or comments
from the Board.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Act read with rules made thereunder, the Board of
Directors of the Company in their meeting held on September 05,2024, had re-appointed M/s Rastogi
Sunil & Associates, Chartered Accountants (Firm Reg. Number: 512906C) as the Internal Auditors of the
Company for the financial year 2024-25.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read with rules made thereunder, the Board of
Directors of the Company in their meeting held on September 05, 2024, had appointed M/s Flemant
Kumar Sajnani & Associates, Practicing Company Secretaries (Membership No.: FCS 7348 and COP No.
14214), as Secretarial Auditor of the Company for the financial year 2024-25.

The Secretarial Audit Report in Form MR-3 for the financial year ended on March 31,2025 is attached as
Annexure I to the Directors’ Report and forming part of this Annual Report.

With regard to the observation of Secretarial Auditor’s in their report for the financial year ended on March
31,2025 stating non - inclusion of certain disclosures as part of the explanatory statement to the Notice
of the Annual General Meeting concerning the appointment of the statutory auditor, as required under
Regulation 36(5) of the SEBI Listing Regulations, 2015, your directors wish to clarify that the Company
has included the required disclosures under Regulation 36(5) of SEBI Listing Regulations, 2015, under
Statutory Auditors section of the Director’s Report for the Financial year ended March 31,2024, while the
same was inadvertently omitted to disclose as a part of the explanatory statement of the Notice of 11^th
AGM held in the financial year under review.

Further, the details of remuneration paid to the Statutory Auditors is provided under clause 2 p of Note
No. 1 of the Financial Statements for the financial year ended March 31,2025 forming the integral part of
this annual report.

The omission of Explanatory statement was completely inadvertent and unintentional, with no malafide
intention. The Company acknowledges the lapse and assures that it remains committed to adhering
strictly to all applicable laws and regulations in both letter and spirit.

The secretarial auditor report for the financial year ended March 31, 2025 does not contain any other
observations, qualifications, reservations, adverse remarks or disclaimer.

12. DETAILS OF FRAUD REPORTED BY AUDITOR

During the financial year under review, there were no instances of fraud reported by the auditors of the
Company to the Audit Committee or to the Board under Section 143(12) of the Act.

13. DEPOSITS

During the financial year under review, the Company has neither invited nor accepted any deposits from
the public under Chapter V of the Act.

14. COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has duly complied with the applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’,
respectively, issued by the Institute of Company Secretaries of India.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, your Directors to the best of its knowledge and
ability, in respect of the financial year ended March 31,2025, confirm that:

(a) In the preparation of the annual accounts for the financial year ended on March 31,2025, the applicable
accounting standards had been followed along with proper explanation relating to material departures;

(b) They have 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 at the end of the financial year and of the profit of the Company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

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

(e) They have 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) They have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has laid down the set of standards, processes and structure which enables to implement
internal financial control across the Company and ensure that the same are adequate and operating
effectively.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the
Company, its compliance with the operating systems, accounting procedures and policies of the
Company and to maintain the objectivity and independence of Internal Audit, the Internal Auditor reports
to the Chairman of the Audit Committee of the Board.

Based on the report of Internal Auditor, the Company undertake the corrective action in their respective
areas and thereby strengthen the control.

17. ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) &Section 92(3) of the Act read with rules made
thereunder, the copy of Annual return in Form No. MGT-7 is placed on the website of the Company at
https://aemrecvclinq.com/wp-content/uploads/2025/08/Annual-Return-FY-2024-25.pdf.

18. COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS

The Board of Directors along with its committees provide leadership and guidance to the Management
and directs and supervises the performance of the Company, thereby enhancing stakeholder value.

A. BOARD OF DIRECTORS:

The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected. The
Board of Directors of the Company comprises of four directors as on March 31,2025.

Composition of Board of Directors:

S. No.	Name of Director	Category	Designation
1.	Mr. Dinesh Pareekh	Non- Executive	Chairman and Director
2.	Mr. Sachin Sharma	Executive	Managing Director
3.	Mr. Anil Kumar Behl	Non- Executive	Independent Director
4.	Mrs. Mamta Gupta*	Non- Executive	Independent Director
5.	Mrs. Sandhya Kohli**	Non- Executive	Independent Director

* Mrs. Mamta Gupta (DIN: 02789086), Independent Director of the Company ceased to be a Director of
the Company w.e.f. May 12,2025.

**Mrs. Sandhya Kohli (DIN: 10527387) was appointed as an Independent Director of the Company w.e.f.
August 01,2025.

Meetings of Board of Directors:

During the financial year 2024-25, the Board of Directors of the Company had met 11 times. The
intervening gap between the two meetings was within the period prescribed under the Act and SEBI
Listing Regulations, 2015. The details of the Board Meeting held during the financial year and attendance
of Directors are as follows:

	Date of		Directors
S. No*	Meeting	Sachin Sharma	Dinesh Pareekh	Anil Kumar Behl	Mamta Gupta
1.	01-04-2024	Yes	Yes	Yes	Yes
2.	20-04-2024	Yes	Yes	Yes	Yes
3.	27-05-2024	Yes	Yes	Yes	Yes
4.	12-06-2024	Yes	Yes	Yes	Yes
5.	24-06-2024	Yes	Yes	Yes	Yes
6.	10-08-2024	Yes	Yes	Yes	Yes
7.	05-09-2024	Yes	Yes	Yes	Yes
8.	14-11-2024	Yes	Yes	Yes	Yes
9.	13-01-2025	Yes	Yes	Yes	Yes
10.	10-02-2025	Yes	Yes	Yes	Yes
11.	07-03-2025	Yes	Yes	Yes	Yes

B. COMMITTEES

During the financial year under review, the Board has 4 (Four) Committees viz:

1) Audit Committee

2) Nomination & Remuneration Committee

3) Stakeholder Relationship Committee

Further, the Board constituted Business and Finance Committee with effect from May 12,2025.

AUDIT COMMITTEE:

The Audit Committee has been constituted by the Board in compliance with the requirements of Section
177 of the Act and Regulation 18 of the SEBI Listing Regulations, 2015. The terms of reference of Audit
Committee are available on the website of the Company at https://aemrecvclinq.com/wp-
content/uploads/2025/03/Terms-of-reference-of-Audit-Committee.pdf.

Composition of Audit Committee:

As on March 31,2025, the Audit Committee of your Company comprised of three Directors. The details
of the composition of the Audit Committee are as follows:

S. No.	Name of Director	Designation	Category
1	Mr. Anil Kumar Behl	Chairman	Independent Director
2	Mr. Sachin Sharma	Member	Managing Director
3	Mrs. Mamta Gupta*	Member	Independent Director
4	Mrs. Sandhya Kohli**	Member	Independent Director

*Mrs. Mamta Gupta ceased to be a member of the committee w.e.f. May 12,2025 due to cessation as
Independent Director of the Company.

**Mrs. Sandhya Kohli {DIN: 10527387), Non-Executive Independent Director is the Member of the Audit
Committee with effect from August 02,2025.

All the Members of the Audit Committee have the requisite qualification for appointment on the
Committee and possess sound knowledge of finance, accounting practices and internal controls. The
Company Secretary of the Company acts as the Secretary to the Audit Committee.

Meeting of Audit Committee:

During the financial year 2024-25, the Audit Committee of the Company had met 5 times. As per the
provisions of Regulation 18 of the SEBI Listing Regulations, 2015, the Audit Committee shall meet at least
four times in a financial year and not more than one hundred and twenty days shall elapse between two
consecutive meetings. The committee has convened its meetings during the financial year under review
as per the applicable provisions. The details of the Audit Committee meeting held during the financial year
and attendance of Directors are as follows:

S. No.	Date of Meeting	Anil Kumar Behl	Directors Sachin Sharma	Mamta Gupta
1.	20-04-2024	Yes	Yes	Yes
2.	10-08-2024	Yes	Yes	Yes
3.	05-09-2024	Yes	Yes	Yes
4.	14-11-2024	Yes	Yes	Yes
5.	10-02-2025	Yes	Yes	Yes

The Board of directors has accepted all the recommendations of the Audit Committee during the financial
year under review.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) has been constituted by the Board in compliance
with the requirements of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, 2015.
The terms of reference of NRC are available on the website of the Company at
https://aemrecvclina.com/wp-content/uploads/2025/Q3/Terms-of-reference-of-Nomination-and-
Remuneration-Committee.pdf.

Composition of Nomination and Remuneration Committee:

As on March 31, 2025, the NRC of your Company comprised of three Directors. The details of the
composition of the NRC are as follows:

S. No.	Name of Director	Designation	Category
1	Mr. Anil Kumar Behl	Chairman	Independent Director
2	Mr. Dinesh Pareekh	Member	Non- Executive Director
3	Mrs. Mamta Gupta*	Member	Independent Director
4	Mrs. Sandhya Kohli1	Member	Independent Director

*Mrs. Mamta Gupta ceased to be a member of the committee w.e.f. May 12, 2025 due to cessation as
Independent Director of the Company.

The Company Secretary of the Company acts as the Secretary to the Nomination and Remuneration
Committee.

Meeting of Nomination and Remuneration Committee:

During the financial year 2024-25, the NRC of the Company had met 4 times. As per the provisions of
Regulation 19 of the SEBI Listing Regulations, 2015, the NRC shall meet at least once in a financial year.
The committee has convened its meetings during the year under review as per the applicable provisions.
The details of the NRC meeting held during the financial year and attendance of Directors are as follows:

S. No.	Date of Meeting	Anil Kumar Behl	Directors Dinesh Pareekh	Mamta Gupta
1.	05-09-2024	Yes	Yes	Yes
2.	13-01-2025	Yes	Yes	Yes
3.	10-02-2025	Yes	Yes	Yes
4.	07-03-2025	Yes	Yes	No

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee (SRC) has been constituted by the Board in compliance with
the requirements of Section 178 of the Act and Regulation 20 of the SEBI Listing Regulations, 2015.

The SRC considers and resolves the grievances of our shareholders, including complaints relating to non¬
receipt of annual report, transfer and transmission of securities, non-receipt of dividends/interests and
such other grievances as may be raised by the security holders from time to time. The term of reference
of SRC is available on the website of the Company at https://qemrecvclina.com/wp-
content/uploads/2025/03/Terms-of-reference-of-Stakeholders-Relationship-Committee.pdf.

Composition of Stakeholders Relationship Committee:

As on March 31, 2025, the SRC of your Company comprised of three Directors. The details of the
composition of the SRC are as follows:

S. No.	Name of Director	Designation	Category
1	Mr. Dinesh Pareekh	Chairman	Non-Executive Director
2	Mr. Anil Kumar Behl	Member	Independent Director
3	Mr. Sachin Sharma	Member	Managing Director

The Company Secretary of the Company acts as the Secretary to the Stakeholders Relationship
Committee.

Meeting of Stakeholders Relationship Committee:

During the financial year 2024-25, the SRC of the Company had met once. As per the provisions of
Regulation 20 of the SEBI Listing Regulations, 2015, the SRC shall meet at least once in a financial year.
The committee has convened its meetings during the year under review as per the applicable provisions.
The details of the SRC meeting held during the financial year and attendance of Directors are as follows:

c Nn	Date of	Directors
O* liU.	Meeting	Dinesh Pareekh	Anil Kumar Behl	Sachin Sharma
1	10-02-2025	Yes	Yes	Yes

The details relating to Number of complaints received and resolved to the satisfaction of investors
during the financial year ended March 31,2025, are as under:

Number of investor complaints pending at the beginning of year	0
Number of investor complaints received during the year	2
Number of investor complaints disposed off during the year	1
Number of investor complaints those remaining unresolved at the end of year	1

With respect to the pending complaint, the complainant lodged the complaint via SCORES platform on
March 17,2025. The Company submitted its Action Taken Report (ATR) on March 21,2025. Thereafter,
SEBI disposed off the complaint on April 2,2025.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility (CSR) Committee has been constituted by the Board in compliance
with the requirements of Section 135 of the Act. The terms of reference of CSR Committee are available
on the website of the Company at https://qemrecvclinq.com/wp-content/uploads/2025/03/Ternns-of-
reference-of-Corporate-Social-Responsibilitv-Committee.pdf.

Composition of Corporate Social Responsibility Committee:

As on March 31,2025, the CSR Committee of your Company comprised of three Directors. The details of
the composition of the CSR Committee are as follows:

S. No.	Name of Director	Designation	Category
1	Mr. Sachin Sharma	Chairman	Managing Director
2	Mr. Anil Kumar Behl	Member	Independent Director
3	Mr. Dinesh Pareekh	Member	Non- Executive Director

Meeting of Corporate Social Responsibility Committee:

During the financial year 2024-25, the CSR Committee Company had met 4times. The committee has
convened its meetings during the year under review as per the applicable provisions. The details of the
CSR Committee meeting held during the financial year and attendance of Directors are as follows:

S. No.	Date of Meeting	Sachin Sharma	Directors Anil Kumar Behl	Dinesh Pareekh
1	20-04-2024	Yes	Yes	Yes
2	12-06-2024	Yes	Yes	Yes
3	24-06-2024	Yes	Yes	Yes
4	10-02-2025	Yes	Yes	Yes

INDEPENDENT DIRECTOR’S:

Pursuant to the provisions of the Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations,
2015, the Independent Directors of the Company shall meet at least once in a financial year, without the
presence of non- independent Directors and members of the management. During the financial year, the
Meetings of Independent Directors was held in following manner:

S. No.		Directors
	uate ot Meeting	Anil Kumar Behl	Mamta Gupta
1	10-02-2025	Yes	Yes

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year under review, as required under
Regulation 34{2) read with Schedule V of the SEBI Listing Regulations, 2015 has been enclosed
separately in the Annual Report

20. CORPORATE GOVERNANCE REPORT

Pursuant to the provisions of Regulation 15 of SEBI Listing Regulations, 2015, the compliance on
Corporate Governance provisions shall not be mandatory for companies having listed on SME Platform.
Since, the Company has listed its Equity Shares on SME Platform of BSE Limited, the report on Corporate
Governance is not applicable to us.

21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Since the Company is SME Listed, the requirement of the Business Responsibility and Sustainability
Report for the financial year ended March 31,2025 is not applicable.

The Company has voluntarily enclosed Business Responsibility and Sustainability Report as Annexure II
to this report and forming part of this Annual Report.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the Section 135 of the Act, the Company has undertaken CSR activities, projects and
programs as provided in the CSR policy of the Company and as identified under Schedule VII of the Act.

During the financial year under review, the Company has spent Rs. 20,00,000 (Rupees Twenty Lakhs)
through Gyan Daanam Gurukul and Rs. 6, 00,000 (Rupees Six Lakhs) through Global Social Welfare
Organisation on CSR activity. The Annual report on the CSR activities undertaken during the financial
year ended March 31,2025 is set out in Annexure III to this report.

The CSR policy is available on the website of the Company at https://aemrecvclina.com/wp-
content/uploads/2024/02/GEM-CSR-Policv.pdf.

23. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The policy on Directors’ appointment and remuneration was adopted by the Board on the
recommendation of the NRC which lays down a framework in relation to appointment and remuneration
of Directors, Key Managerial Personnel and Senior Management of the Company.

The said policy is in compliance with Section 178 of the Act and SEBI Listing Regulations, 2015 and is
available on the website of the Company at https://aemrecvclina.com/wp-
content/uploads/2025/08/Nomination-and-Remuneration-policv.pdf.

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/ Whistle Blower policy in accordance with the Section
177 of the Act and SEBI Listing Regulations, 2015. The Whistleblower Policy provides for adequate
safeguards against victimization of director(s) / employee(s) who avail the mechanism and also provides
for direct access to the Chairperson of the Audit Committee to report actual or suspected unethical
behaviour, fraud or violation of the Company’s Code of Conduct/ ethics/ principles and matters specified
in the Policy.

The Policy ensures complete protection to the whistleblower and follows a zero-tolerance approach to
retaliation or unfair treatment against the whistleblower and all others who report any concern under this
Policy.

During the financial year under review, the Company did not receive any complaint of any fraud,
misfeasance, etc. The policy is available on the website of the Company at https://qemrecvclinq.com/wp-
content/uploads/2024/06/Whistle-Blower-Policv.pdf.

25. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

No Material changes and commitments affecting the financial position of the Company occurred between
the end of the financial year 2024-25 and the date of this report.

26.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL

During the financial year under review, no significant or material orders were passed by the Regulators or
Courts or Tribunals, which would impact the going concern status and company’s operations in future.

27. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

Pursuant to provisions of the Act and SEBI Listing Regulations, 2015, the Board of Directors of the
Company in their meeting held on February 10, 2025, has carried out the annual evaluation of its own
performance, board committees and of individual Directors. The performance evaluation of Independent
Directors was done by the entire Board of Directors, excluding the director being evaluated.

The parameters considered for evaluation of the performance of the Board as a whole, Individual
Directors (including Independent Directors and Chairperson) and various Committees of the Board were
as per the SEBI Circular SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5,2017 on Guidance Note
on Board Evaluation and Guidance note issued by the Institute of Company Secretaries of India in this
regard. The Board of Directors expressed their satisfaction with the evaluation process.

In compliance with Schedule IV of the Act and Regulation 25 of SEBI Listing Regulations, 2015, a separate
meeting of the Independent Directors was held on February 10, 2025, without the presence of non¬
independent directors and members of the management.

The independent directors at their meeting reviewed the performance of non-independent directors and
the Board as a whole and performance of the Chairman of the Company after taking into account the
views of executive directors and non-executive directors of the Company. They have also assessed the

quality, quantity and timeliness of flow of information between the management of the Company and the
Board of directors that is necessary for the Board to effectively and reasonably perform their duties. The
Independent Directors expressed their satisfaction on the above reviews/evaluation.

28. RISK MANAGEMENT

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective
actions for managing/mitigating the same.

The Company has framed a formal Risk Management Policy for risk assessment and risk minimization
which is periodically reviewed to ensure smooth operation and effective management control. In the
opinion of the Board, there are no risks that can threaten the existence of the Company. The Audit
Committee also reviews the adequacy of the risk management framework of the Company, the key risks
associated with the business and measure and steps in place to minimize the same.

The Risk Management policy is available on the website of the Company at
https://aemrecvclinq.com/wp-content/uploads/2024/06/risk-manaqement-policv.pdf.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of the Act, the disclosure on particulars of loans or guarantee or investment made
by the Company is provided in the Note 11 of the Financials Statements forming part of this Annual Report.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, all contracts/ arrangements/ transactions entered by the
Company with the related parties were in the ordinary course of business and on an arm’s length basis.
Further, the Company has not entered into any contracts/ arrangements/ transactions with related
parties which qualify as material in accordance with the Company’s Policy on Related Party Transactions.
Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act,
read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

The details of the related party transactions as per Accounting Standards (AS) 18 are set out in clause 2
(n) of Note No. 1 of the Financial Statements of the Company forming part of this Annual Report and the
Company’s policy on Related Party Transaction is available on the website of the Company at
https://aemrecvclina.com/wp-content/uploads/2024/Q6/Policv-on-dealina-with-Related-Partv-
Transaction.pdf.

31. PARTICULARS OF EMPLOYEES

The disclosures required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure IV to this
Report

The information showing names and other particulars of employees as per Rule 5(2) and 5(3) of the
aforesaid Rules forms part of this report. However, pursuant to Section 136 of the Act, the Annual report
is being sent to the members and others entitled thereto excluding the aforesaid information. Any
member interested in obtaining a copy thereof, may write to the Company Secretary and the said
information is available for inspection by members at the registered office of the Company during
business hours on all working days up to the date of ensuing AGM.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

A. Conservation of Energy, Technology Absorption

The Particulars as required under the provisions of Section 134(3)(m) of the Act in respect of conservation
of energy and technology absorption are not applicable to the Company.

B. Foreign Exchange earnings and Outgo

Earnings	NIL
Outgo	NIL

33. MAINTENANCE OF COST RECORDS

The Company is not required to maintain the cost records as specified by the Central Government under
Section 148 of the Act.

34. DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has Internal Complaints Committee as required under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review,
there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

Your Company confirms that no application has been made or any proceedings pending under the
Insolvency and Bankruptcy Code, 2016 (“the Code”) during the year under review. Your Company further
confirms there are no past applications or proceedings under the Code.

36. 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

There was no instance of one- time settlement with any Bank or Financial Institution.

37. ACKNOWLEDGEMENT

Your directors wish to place on record its sincere gratitude to all the shareholders for their unwavering
support and continued confidence in the Company. We are also grateful for the valuable support and
cooperation received from regulatory authorities, bankers, partner organizations, agencies, and external
professionals associated with the Company.

Your directors also wish to place on record their sincere appreciation to all employees across levels for
their dedication, hard work, and commitment which have been instrumental in enabling the Company to
grow and thrive amidst challenges.

For and on behalf of the Board of Directors
GEM ENVIRO MANAGEMENT LIMITED

Sd/- Sd/-

Dinesh Pareekh Sachin Sharma

DIN: 00629464 DIN: 05281526

Chairman and Director Managing Director

Date: 26 August, 2025
Place: Delhi

1

Mrs. Sandhya Kohli (DIN: 10527387), Non-Executive Independent Director is the Member of the Audit
Committee with effect from August 02,2025.

---

Mar 31, 2024

Your directors are pleased to present the 11^th Annual Report of the Company covering the operating and financial performance together with the Audited Standalone Financial Statements and the Auditors’ Report thereon for the Financial Year ended on March 31,2024.

FINANCIAL RESULTS AND OPERATIONS REVIEW:

The financial highlights of the Company during the period ended March 31,2024 are as below:

(Rs. in Lakhs) (Rs. in Lakhs)

Particulars	Financial Year 2023-2024	Financial Year 2022-2023
Revenue from operations (Net)	3356.18	4253.01
Other income	71.67	27.55
Total Revenue	3427.85	4280.56
Profit/loss before depreciation, Finance, Costs, Exceptional items and Tax Expense	1535.55	1359.24
Less: Depreciation expense	5.54	5.04
Profit/loss before Finance, Costs, Exceptional items and Tax Expense	1530.01	1354.20
Less: Finance costs	-	-
Profit/Loss before Exceptional Items, Extraordinary Items and Tax Expense	1530.01	1354.20
Less: Exceptional Items	-	-
Profit/Loss before Extraordinary Items	1530.01	1354.20
Less: Extraordinary Item/ Prior Period Item	0.87	0
Profit/ (Loss) before tax	1529.15	1354.20
Income Tax- Earlier Year	5.67	-
Less: Tax expense:
(a) Current tax expense	404.03	345.72
(b) Deferred tax	(10.28)	0.79
Profit / (Loss) for the year	1129.72	1007.69

STATE OF COMPANY AFFAIRS

During the year under review on the basis of Financial Statement the Company’s revenue from operations during the financial year ended 31st March, 2024 were Rs. 3356.18 /- (in Lakhs) as against Rs. 4253.01/-(in Lakhs) of the previous year. The Company has made Net Profit of Rs. 1129.72/-(in Lakhs) as against Rs. 1007.69/-(in Lakhs) of the previous year.

DIVIDEND AND RESERVES

During the year under review, the Board of Directors of the company have declared and paid Interim and Final Dividend for the Financial Year 2022-23 aggregating to Rs. 148.60 Lakhs.

Further, the Board recommended a final Dividend of Rs. 0.50/- for the Financial Year 2023-24 subject to approval of Shareholders in the Annual General Meeting.

The Dividend declared/ proposed and paid in accordance with section 123 of the Companies Act, 2013.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years.

Further, according to the Investor Education & Protection Fund ("IEPF") Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.

Your Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF as on the date of this Report.

Capital Structure

During the year under review the Company has made changes in the share capital as on 31st March, 2024. The details of the same are mentioned below:

Sub Division/Split of Equity Shares During the FY 2023-24:

The shareholders in its 10^th AGM held on 31^st August, 2023 has approved the sub-division of Company''s one (1) equity share of face value of Rs. 10/- each into two (2) equity shares of face value of Rs. 5/- each and consequent amendment in the existing Capital Clause V of the Memorandum of Association (MOA) of the Company.

Authorised Share Capital:

The shareholders in its 10^th AGM held on 31^st August, 2023 has approved sub divided/ split of the Company’s Authorized share capital from Rs. 40,00,000 (Rupees Forty Lakh) comprising of 4,00,000 (Four Lakh) equity shares of Rs. 10/- each to Rs. 40,00,000 (Rupees Forty Lakh) comprising of 8,00,000 (Eight Lakh) equity shares of Rs. 5/-

The Company’s Authorized share capital also increased from Rs. 40,00,000 (Rupees Forty Lakh) comprising of

8.00. 000 (Eight Lakh) equity shares of Rs. 5/- to Rs. 7,50,00,000/- (Rupees Seven Crore Fifty Lakh) comprising of

1.50.00. 000 (One Crore Fifty Lakh) equity shares of Rs. 5/-.

The shareholders in its EGM held on 1^st November, 2023 has also approved the increase in Company’s Authorized share capital from Rs. 7,50,00,000/- (Rupees Seven Crore Fifty Lakh) comprising of 1,50,00,000 (One Crore Fifty Lakh) equity shares of Rs. 5/- to Rs. 15,00,00,000/- (Rupees Fifteen Crores) comprising of 3,00,00,000 (Three Crore) equity shares of Rs. 5/-.

Paid Up Share Capital:

Pursuant to a shareholders’ resolution dated August 31,2023, (authorised share capital) 4,00,000 equity shares of face value of ? 10 each was split into 8,00,000 Equity Shares of face value of ? 5 each. Accordingly, 3,09,600 paid -up equity shares of face value of ? 10 each were split into 6,19,200 Equity Shares of face value of ? 5 each.

The Company’s paid up share capital has been increased from Rs. 30,96,000 (Rupees Thirty Lakh Ninety Six Thousand) to Rs. 5,26,32,000 (Rupees Five Crore Twenty Six Lakh Thirty Two Thousand) comprising of 1,05,26,400 (One Crore Five Lakh Twenty Six Thousand Four Hundred) equity shares of Rs. 5/- each by allotting 99,07,200 Equity Shares by the way of Bonus issue vide Board Resolution passed at their Board Meeting held on 30^th September, 2023.

Further, the Company’s paid up share capital has been increased from Rs. 5,26,32,000 (Rupees Five Crore Twenty Six Lakh Thirty Two Thousand) comprising of 1,05,26,400 (One Crore Five Lakh Twenty Six Thousand Four Hundred) equity shares of Rs. 5/- each to Rs. 10,52,64,000/- (Rupees Ten Crore Fifty Two Lakh Sixty Four Thousand) comprising of 2,10,52,800 (Two Crore Ten Lakh Fifty Two Thousand Eight Hundred) equity shares of Rs.5/- by allotting 1,05,26,400 Equity Shares by the way of Bonus issue vide Board Resolution passed at their Board Meeting held on 27^th December, 2023.

ALTERATION OF MEMORANDUM OF ASSOCIATION

The name clause of the Memorandum of Association has been altered for conversion of company from private company to public company i.e., “GEM Enviro Management Private Limited” to “GEM Enviro Management Limited” vide Special Resolution passed at the Annual General Meeting held on 31^st August, 2023 and fresh certificate of incorporation upon conversion received on 18th October, 2023.

Further the company has made the alteration in the Memorandum of Association of the company by Sub division of face value from Rs. 10/- to Rs. 5/-. The Authorized Share Capital sub divided from Rs. 40,00,000 (Rupees Forty Lakh) comprising of 4,00,000 (Four Lakh) equity shares of Rs. 10/- to Rs. 40,00,000 (Rupees Forty Lakh) comprising of 8,00,000 (Eight Lakh) equity shares of Rs. 5/-

Further the company has made the alteration in the Memorandum of Association of the company by increased in Authorized Share Capital from Rs. 40,00,000 (Rupees Forty Lakh) comprising of 8,00,000 (Eight Lakh) equity shares of Rs. 5/- to Rs. 7,50,00,000/- (Rupees Seven Crore Fifty Lakh) comprising of 1,50,00,000 (One Crore Fifty Lakh) equity shares of Rs. 5/- vide Ordinary Resolution passed at the Annual General Meeting held on 31^st August, 2023.

Further the company has made the alteration in the Memorandum of Association of the company by increased in Authorized Share Capital from Rs. 7,50,00,000/- (Rupees Seven Crore Fifty Lakh) comprising of 1,50,00,000 (One Crore Fifty Lakh) equity shares of Rs. 5/- to Rs. 15,00,00,000/- (Rupees Fifteen Crores) comprising of 3,00,00,000 (Three Crore) equity shares of Rs. 5/- vide Ordinary Resolution passed at the Extra Ordinary General Meeting held on 1^st November, 2023.

ALTERATION OF ARTICLES OF ASSOCIATION

The Company has adopted new sets of the Article of the Association in due compliance with Conversion of Private Limited Company into Public Limited Company vide Special Resolution passed at the Annual General Meeting held on 31^st August, 2023.

CHANGE OF NAME OF THE COMPANY

During the year 2023-2024, the name of Company has been changed from GEM Enviro Management Private Limited to GEM Enviro Management Limited w.e.f. 18.10.2023 consequent upon conversion of the Company from Private Limited to Public Limited.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Company has made Initial Public Offer (IPO) between the end of the financial year and the date of this Directors’ Report.

Initial Public Offer:

The Company made initial public offer (IPO) of equity shares in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, wherein 1497600 Equity Shares of Rs. 5/- each were issued as Fresh Issue and 4492800 Equity Shares of Rs. 5/- each as offer for Sale (OFS) were issued through the Initial Public Offer. The public issue was opened on June 19, 2024 and closed on June 21, 2024 for all applicants at an offer price of Rs. 75/- per equity share, including a share premium of Rs. 70/- per equity share aggregating to Rs. 4492.80 Lakh.

The Equity shares of the Company were listed on BSE SME Platform with effect from June 26, 2024.

The Company has paid requisite annual listing fees to BSE Limited (BSE) where its securities are listed. DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public under Section 76 and Chapter V of the Companies Act, 2013 and rules made thereunder.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company in terms of Companies Act, 2013.

SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial Standards in pursuant to the directions of Ministry of Corporate Affairs, issued by the Institute of Company Secretaries of India during the year.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS

Appointment/ Re-Appointment

During the year under review, the Company has appointed Mr. Anil Kumar Behl (DIN: 00697588) and Ms. Mamta Gupta (DIN: 02789086) as Additional Independent Directors (Non-Executive) and Mr. Vijay Kumar Sharma as Company secretary as well as Compliance officer and Mr. Amar Jeet as Chief Financial Officer (CFO) with effect from 30^th September, 2023.

Further the Company has redesignated Mr. Dinesh Pareekh (DIN: 00629464) as Chairman and Non Executive Director with effect from 27^th October, 2023 and appointed Mr. Sachin Sharma (DIN: 05281526) as Managing Director with effect from 1^st November, 2023.

During the year under review, Mr. Anil Kumar Behl (DIN: 00697588) and Ms. Mamta Gupta (DIN: 02789086) has been regularized as Independent Director vide Resolution passed at the Extra Ordinary General Meeting held on 1^st November, 2023.

Retire by Rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Dinesh Pareekh (DIN: 00629464) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Your Directors recommended his re-appointment on recommendation made by the Nomination and Remuneration Committee.

Cessation

During the year under review, Mr. Rajendra Kumar Gupta has resigned and ceased to Director of the company with effect from 30^th September, 2023.

Independent Directors

Mr. Anil Kumar Behl (DIN: 00697588) holds office as a Non-Executive Independent Director of the Company with effect from 1^st November, 2023 for the period of 5 years who is not liable for retire by rotation.

Ms. Mamta Gupta (DIN: 02789086), holds office as a Non-Executive Independent Director of the Company with effect from 1^st November, 2023 for the period of 5 years who is not liable for retire by rotation.

Key Managerial Personnel

Mr. Dinesh Pareekh- Director

Mr. Sachin Sharma - Managing Director

Mr. Amar Jeet - Chief Financial Officer

Mr. Vijay Kumar Sharma - Company Secretary & Compliance Officer DECLARATIONS OF INDEPENDENT DIRECTORS

The Company has received declarations pursuant to Section 149(7) of the Companies Act, 2013 from each of its Non-Executive and Independent Directors to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. These declarations have been placed before and noted by the Board.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors to the best of its knowledge and ability, confirm that:

(a) In the preparation of the annual accounts for the financial year ended on March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) They have 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 at the end of the financial year March 31,2024 and of the profit of the Company for that period;

(c) They have 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) They have prepared the annual accounts on a going concern basis;

(e) They have 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) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS

The Board of Directors along with its committees provide leadership and guidance to the Management and directs and supervises the performance of the Company, thereby enhancing stakeholder value.

BOARD OF DIRECTORS:

The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected. The Board of GEM comprises of Executive (Whole-Time) and Non-Executive Directors. Independent Directors are eminent persons with proven record in diverse areas The Board of Directors as on March 31,2024, comprised of 4 Directors.

Composition of Board:

Sr. No.	Name of Director	Category	Designation
1	Mr. Dinesh Pareekh	Non Executive	Director
2	Mr. Sachin Sharma	Executive	Managing Director
3	Mr. Anil Kumar Behl	Non Executive	Independent Director
4	Ms. Mamta Gupta	Non Executive	Independent Director

Board Meetings:

The Board of Directors duly met 14 times at regular intervals during the mentioned financial year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations. The dates on which meetings were held are as follows:

	Directors
Date of Meeting	Sachin Sharma	Dinesh Pareekh	Rajendra Kumar Gupta*	Anil Kumar Behl#	Mamta Gupta#
01.04.2023	Yes	Yes	Yes	NA	NA
22.05.2023	Yes	Yes	Yes	NA	NA
05.07.2023	Yes	Yes	Yes	NA	NA
15.07.2023	Yes	Yes	Yes	NA	NA
05.08.2023	Yes	Yes	Yes	NA	NA
30.09.2023	Yes	Yes	Yes	NA	NA

27.10.2023	Yes	Yes	NA	Yes	Yes
06.12.2023	Yes	Yes	NA	Yes	Yes
27.12.2023	Yes	Yes	NA	Yes	Yes
29.12.2023	Yes	Yes	NA	Yes	Yes
05.01.2024	Yes	Yes	NA	Yes	Yes
15.01.2024	Yes	Yes	NA	Yes	Yes
07.02.2024	Yes	Yes	NA	Yes	Yes
12.02.2024	Yes	Yes	NA	Yes	Yes
No of Board Meeting attended	14/14	14/14	6/6	8/8	8/8

‘Resigned w.e.f 30.09.2023 # Appointed w.e.f. 30.09.2023

Independent Directors Meetings:

In terms of the provisions of the Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of the Listing Regulations, the Independent Directors of the Company shall meet at least once in a year, without the presence of Executive Directors and members of Management. During the financial year, the Meetings of Independent Directors was held in following manner:

	Directors
Date of Meeting	Anil Kumar Behl	Mamta Gupta
12.02.2024	Yes	Yes
No of Independent Director attended during the year	2	2

AUDIT COMMITTEE:

The Audit Committee has been constituted by the Board in compliance with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The board of directors has entrusted the Audit Committee with the responsibility to supervise these processes and ensure accurate and timely disclosures that maintain the transparency, integrity and quality of financial control and reporting.

The Company Secretary acts as the Secretary to the Committee. The Chief Financial Officer of the Company also attends the meetings as invitee.

Composition of Audit Committee:

Sr. No.	Name of Director	Designation	Nature of Directorship
1	Mr. Anil Kumar Behl	Chairman	Non-Executive Independent Director
2	Mr. Sachin Sharma	Member	Managing Director
3	Mrs. Mamta Gupta	Member	Non-Executive Independent Director

Audit Committee Meeting:

In terms of the provisions of the Regulation 18(2)(a) of the Listing Regulations, the Audit Committee of the Company shall meet at least four times in a year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Audit committee was held in following manner:

	Directors
Date of Meeting	Mr. Anil Kumar Behl	Mr. Sachin Sharma	Ms. Mamta Gupta
29.12.2023	Yes	Yes	Yes
05.01.2024	Yes	Yes	Yes
Number of Audit Committee Meetings attended during the year	2	2	2

Financial Reporting and Related Processes:

• Oversight of the Company‘s financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

• Reviewing with the Management, Audited Annual Financial Statements and Auditor’s Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgment by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgment about the quality and appropriateness of the Company‘s accounting principles with reference to the Accounting Standard (AS).

All the Members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The board of directors has accepted all recommendations of the Audit Committee during the year.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) consist majority of Independent Directors. The Nomination and Remuneration Committee has been constituted by the Board in compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations. The board of directors has entrusted the Nomination and Remuneration Committee with the responsibility to formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel.

Composition of Nomination and Remuneration Committee:

Sr. No.	Name of Director	Designation	Nature of Directorship
1	Mr. Anil Kumar Behl	Chairman	Non-Executive Independent Director
2	Mrs. Mamta Gupta	Member	Independent Director
3	Mr. Dinesh Pareekh	Member	Non-Executive Director

Nomination and Remuneration Committee Meeting:

In terms of the provisions of the Regulation 19 (3A) of the Listing Regulations, the Nomination and Remuneration Committee of the Company shall meet at least once in a year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Nomination and Remuneration Committee was held in following manner:

	Directors
Date of Meeting	Mr. Anil Kumar Behl	Ms. Mamta Gupta	Mr. Dinesh Pareekh
12.02.2024	Yes	Yes	Yes
Number of NRC Meetings attended during the year	1	1	1

The terms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.

STAKEHOLDER’S RELATIONSHIP COMMITTEE:

The Stakeholders’ Relationship Committee ("SRC") considers and resolves the grievances of our shareholders, including complaints relating to non-receipt of annual report, transfer and transmission of securities, non-receipt of dividends/interests and such other grievances as may be raised by the security holders from time to time.

Composition of Stakeholders’ Relationship Committee:

Sr. No.	Name of Director	Designation	Nature of Directorship
1	Mr. Dinesh Pareekh	Chairman	Non-Executive
2	Mr. Anil Kumar Behl	Member	Independent Director
3	Mr. Sachin Sharma	Member	Executive Director

Stakeholders’ Relationship Committee Meeting:

In terms of the provisions of the Regulation 20 (3A) of the Listing Regulations, the Stakeholders’ Relationship Committee of the Company shall meet at least once in a year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Stakeholders’ Relationship Committee was held in following manner:

Directors
Date of Meeting	Mr. Dinesh Pareekh	Mr. Anil Kumar Behl	Mr. Sachin Sharma
12.02.2024	Yes	Yes	Yes
Number of SRC Meetings attended during the year	1	1	1

The terms of reference of the Committee are:

• Transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;

• Issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;

• Issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;

• To approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;

• To authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

• Monitoring expeditious redressal of investors / stakeholders grievances;

• All other matters incidental or related to shares, debenture.

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on March 31,2024.

Mr. Vijay Kumar Sharma, Company Secretary of the Company is the Compliance Officer Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee was constituted by a resolution of Board at their meeting held on December 06,2023.

The constitution of the Corporate Social Responsibility Committee is as follows:

Sr. No.	Name of Director	Designation	Nature of Directorship
1	Mr. Sachin Sharma	Chairman	Executive Director
2	Mr. Dinesh Pareekh	Member	Non-Executive Director
3	Mr. Anil Kumar Behl	Member	Independent

The scope and functions of the Corporate Social Responsibility Committee are in accordance with Section 135 of the Companies Act, and its terms of reference are as disclosed below:

i. To formulate and recommend to the Board, a corporate social responsibility policy stipulating, amongst others, the guiding principles for selection, implementation and monitoring the activities as well as formulation of the annual action plan;

ii. The annual action plan shall include the following:-

a) the list of corporate social responsibility projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Companies Act;

b) the manner of execution of such projects or programs as specified in the rules notified under the Companies Act;

c) the modalities of utilisation of funds and implementation schedules for the projects or programmes;

d) Monitoring and reporting mechanism for the projects or programmes; and

e) Details of need and impact assessment, if required, for the projects undertaken by the company.

iii. Recommending the amount of expenditure to be incurred, amount to be at least 2% of the average net profit of the company in the three immediately preceding financial years;

iv. To identify corporate social responsibility policy partners and corporate social responsibility policy programmes;

v. To monitor the corporate social responsibility policy from time to time;

vi. To review and recommend the amount of expenditure to be incurred for the corporate social responsibility activities and the distribution of the same to various corporate social responsibility programmes undertaken by the Company;

vii. To delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities;

viii. To review and monitor the implementation of corporate social responsibility programmes and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes;

ix. To perform such other duties and function as the Board may require the CSR committee to undertake to promote the corporate social responsibility activities of the company and exercise such other powers as may be conferred upon the CSR Committee in terms of the provisions of Section 135 of the Act;

x. To take note of the compliance made by implementing agency (if any) appointed for the corporate social of the Company;

xi. Any such terms of reference as may be prescribed under the Companies Act.

AUDITORS

STATUTORY AUDITORS:

In the 6^th Annual General Meeting (AGM) held on 30^th September, 2019 M/s. Alok Basudeo & Co., Chartered Accountants (Firm Registration Number 007299C), were appointed as statutory auditors of the Company to hold office for a term of 5 (five) consecutive years until the conclusion of the Annual General Meeting of the Company to be held in the year 2024. M/s. Alok Basudeo & Co., Chartered Accountants (Firm Registration Number 007299C), has resigned as Statutory Auditors of the Company with effect from 26^th October, 2023, due to Pre Occupation and Administrative reasons.

The Company has appointed M/s Rajiv Mehrotra & Associates, Chartered Accountants, having Firm Registration No. 002253C as Statutory Auditors of the Company for financial year 2023-24 to fill the casual vacancy in the office of Company’s Statutory Auditor caused due to resignation of the Statutory Auditors, M/s Alok Basudeo & Co., Chartered Accountants, (Firm Registration No. 007299C) and they shall hold the office until the conclusion of the Annual General Meeting of the Company to be held for the financial year ended on March 31,2024.

The Board of Directors of the Company (the Board), at its meeting held on 5^th September, 2024, considering the experience and expertise and based on the recommendation of the Audit Committee, has proposed to the Members of the Company, appointment of M/s Rajiv Mehrotra & Associates, Chartered Accountants, as Statutory Auditors of the Company. The proposed appointment is for a term of 5 (five) consecutive years from the conclusion of 11^th AGM till the conclusion of the 16th AGM on payment of such remuneration as may be mutually agreed upon between the Board of Directors and the Statutory Auditors, from time to time.

Pursuant to Section 139 of the Companies Act, 2013 (the Act) and the Rules framed thereunder, the Company has received written consent from M/s Rajiv Mehrotra & Associates, Chartered Accountants and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and Rules framed thereunder. As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s Rajiv Mehrotra & Associates, Chartered Accountants, has confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.

None of the Directors or other Key Managerial Personnel and their relatives, are concerned or interested (financially or otherwise) in this Resolution. The Board recommends the Ordinary Resolution set out at Item No. 4 for the approval of Members

The Auditors Report for the financial year ended on March 31,2024 have been provided in Financial Statements forming part of this Annual Report.

The report of the Statutory Auditor does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

INTERNAL AUDITORS:

In terms of Section 138 of the Companies Act, 2013 M/s Rastogi Sunil & Associates, Chartered Accountant

(FRN 512906C) has been appointed on 27^th October, 2023 as the internal auditor of the company for the Financial Year 2023-24. Internal Auditor is appointed by the Board of Directors of the Company on a yearly basis. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Board/Audit Committee.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s Hemant Kumar Sajnani & Associates (Practicing Company Secretary having Membership No. 7348 and COP No. 14214), as Secretarial Auditor of the Company for the financial year ended on March 31, 2024. The Secretarial Audit Report in Form MR-3 for the financial year ended on March 31, 2024 is attached as Annexure-4 to the Directors’ Report and forming part of this Annual Report.

The report of the Secretarial auditor does not contain any qualification, reservation, adverse remark or disclaimer. DETAILS OF FRAUD REPORTING BY AUDITOR

During the year under review, there were no frauds reported by the auditors to the Board under section 143(12) of the Companies Act, 2013.

ANNUAL RETURN

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, The annual return in Form No. MGT-7 for the financial year 202223 will be available on the website of the Company (www.gemrecycling.com). The due date for filing annual return for the financial year 2023-24 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company as is required in terms of Section 92(3) of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013 the Company fall under the mandatory bracket of Corporate Social Responsibility. The Company has in place a Corporate Social Responsibility Policy pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Annual Report on CSR is enclosed as Annexure-1.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company has formed Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations which has framed Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other Employees which sets out criteria for the remuneration of Directors, Key Managerial Personal (‘KMP’) and other employees so as to attract, retain and reward talent who will contribute to our long-term success and thereby build value for the shareholders. The Committee reviews and recommend to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below of Key Managerial Personnel. The Company does not pay any remuneration to the Non-Executive Directors of the Company and Remuneration to Executive Directors is governed under the relevant provisions of the Act.

The Company has devised the Nomination and Remuneration Policy for the appointment, re-appointment and remuneration of Directors, Key Managerial. The Nomination and Remuneration Policy is also available on the website of the Company.

For Board of Directors and Senior Management Group, the Board of Directors of the Company has laid down a code of conduct for all the Board Members and Senior Management Group of the Company. The main object of the Code is to set a benchmark for the Company’s commitment to values and ethical business conduct and practices. Its purpose is to conduct the business of the Company in accordance with its value systems, fair and ethical practices, applicable laws, rules and regulations. Further, the Code provides for the highest standard of professional integrity while discharging the duties and to promote and demonstrate professionalism in the Company.

All the Board Members and Senior Management Group of the Company have affirmed compliance with the code of conduct for the financial year ended on March 31, 2024. The code of conduct is also available on the website of the Company.

FOR PREVENTION OF INSIDER TRADING

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 came into effect from May 15, 2015 to put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework thereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted

• Code of Practices for Prevention of Insider Trading and

• Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“Code of Fair Disclosure”) of the Company.

The Code of Practices for Prevention of Insider Trading and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the website of the Company.

CORPORATE GOVERNANCE REPORT

As per the Regulation 15 (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicability of Corporate Governance shall not be mandatory for companies having listed on SME Platform. Since our company has registered on SME platform the requirement of the Corporate Governance has not applicable to us.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") is annexed herewith as Annexure-3.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Since the Company is SME Listed, the requirement of the Business Responsibility and Sustainability Report for the financial year ended March 31,2024 is not applicable.

The Company has voluntarily annexed herewith Business Responsibility and Sustainability Report as Annexure-5. VIGIL MECHANISM

The Company has established a Vigil Mechanism/ Whistle-blower policy in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. The Company is committed to principles of professional integrity and ethical behaviour in the conduct of its affairs. The Whistle-blower Policy provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee to report actual or suspected unethical behaviour, fraud or violation of the Company’s Code of Conduct/ ethics/ principles and matters specified in the Policy.

The Company affirms that in compliance with the Whistle-Blower Policy/ Vigil Mechanism no personnel has been denied access to the Audit Committee. The Compliance officer and Audit Committee is mandated to receive the complaints under this policy. The Board on a yearly basis is presented an update on the whistleblower policy. Whistle Blower policy is available on the website of the Company. The Policy ensures complete protection to the whistle-blower and follows a zero tolerance approach to retaliation or unfair treatment against the whistle-blower and all others who report any concern under this Policy.

During the year under review, the Company did not receive any complaint of any fraud, misfeasance etc. The Company’s Whistle Blower Policy (Vigil Mechanism) has also been amended to make employees aware of the existence of policies and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information to enable them to report on leakages, if any of such information.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has laid down the set of standards, processes and structure which enables to implement internal financial control across the Organization and ensure that the same are adequate and operating effectively. To maintain the objectivity and independence of Internal Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with the operating systems, accounting procedures and policies of the Company.

Based on the report of Internal Auditor, the Company undertake the corrective action in their respective areas and thereby strengthen the Control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.

BOARD EVALUATION

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter alia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual directors, including Independent Directors. The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors.

The Board sought the feedback of Directors on various parameters including:

• Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members’ confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

1. For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties,

• Role and functions

2. For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law RISK MANAGEMENT POLICY

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/mitigating the same.

The Company has framed a formal Risk Management Policy for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control which is also available on our website. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under Review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013 read with Rule 11(1) of Companies (Meetings of Board and its Powers) Rules 2014.

RELATED PARTY TRANSACTIONS

The transactions entered into with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definition Details) Rules, 2014 were in the ordinary course of business and at

arm’s length basis. There were no materially significant transactions with related parties during the Financial Year 2023-24 which were in conflict with the interest of the Company.

Suitable disclosures as required in Accounting Standard (AS) 18 have been made in the notes to the financial statements. Details of contracts / arrangements with related parties as required under Section 188 (1) and 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 have been disclosed in Form AOC-2 and is attached as “ANNEXURE-2 ” (Form AOC-2), which forms an integral part of this Report.

Your company is listed with BSE Small and Medium Enterprise Platform and is exempted from the disclosures specified in Para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. Hence the above disclosures are not applicable to your Company.

DECLARATION OF COMPLIANCE WITH CODE OF CONDUCT UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

All the Directors and Senior Management personnel of the Company have affirmed compliance with the Code of Conduct, as applicable to them, for the financial year ended 31st March, 2024.

PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limits as stated in Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy, Technology Absorption

The Particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption are not applicable to the Company.

B. Foreign Exchange earnings and Outgo

Earnings	NIL
Outgo	NIL

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR

Your Company confirms that there has been no application or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (“the Code”) during the year under review. Your Company further confirms there are no past applications or proceedings under the Code.

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

NIL

ACKNOWLEDGEMENTS AND APPRECIATION

The Board of Directors of the Company wishes to place on record their deep sense of gratitude to all the Shareholders of the Company for their consistent support and continued faith reposed in the Company. The Board also expresses its deep sense of appreciation to the various Central and State Government Departments, Bankers,

Organizations and Agencies, external Professionals associated with the Company for their help and co-operation extended by them and last but not the least, to Employees at all levels for their hard work and commitment.

On behalf of the Board of Directors For GEM ENVIRO MANAGEMENT LIMITED

Date: 05.09.2024 Place: Delhi

DINESH PAREEKH SACHIN SHARMA

DIRECTOR MANAGING DIRECTOR

DIN: 00629464 DIN: 05281526