1. FINANCIAL RESULTS AND REVIEW OF OPERATIONS:
The financial highlights of the Company during the period ended March 31, 2026, are as below:
Dear Members,
| Particulars | Standalone FY 2025-26 | Standalone FY 2024-25 | Consolidated FY 2025-26 |
| Revenue from operations (Net) | 9,554.89 | 5,920.05 | 10,181.12 |
| Other income | 128.33 | 83.12 | 114.85 |
| Total Revenue | 9,683.22 | 6,003.17 | 10,295.97 |
| Profit before depreciation, Finance Costs, Exceptional items and Tax Expense | 659.12 | 817.85 | 669.92 |
| Less: Depreciation expense | 13.65 | 9.56 | 13.65 |
| Less: Finance costs | 26.09 | 0.79 | 26.09 |
| Profit before Exceptional Items, Extraordinary Items and Tax Expense | 619.38 | 807.50 | 630.18 |
| Less: Exceptional Items | - | - | - |
| Less: Extraordinary Item/ Prior Period Item | - | - | - |
| Profit/ (Loss) before tax | 619.38 | 807.50 | 630.18 |
| Tax adjustments for Earlier Years | - | (0.09) | - |
| Less: Tax expenses: | |||
| (a) Current tax | 162.30 | 205.74 | 165.03 |
| (b) Deferred tax | (7.90) | (6.81) | (7.90) |
| Profit/ (Loss) for the year | 464.98 | 608.66 | 473.05 |
2. FINANCIAL PERFORMANCE
Consolidated
During the year under review, the Company invested Rs. 7,60,000 in 76,000 equity shares of Rs. 10 each of GEM Green Infra Tech Private Limited, wholly owned subsidiary of the Company. Consequently, the Company has prepared and presented the consolidated audited financial results for the first time for the financial year ended March 31, 2026.
On consolidated basis, the revenue from operations were Rs. 10,181.12 Lakhs during the financial year 2025-26. The Earnings before Interest, Taxes, Depreciation & Amortization ("EBITDA") stood at Rs. 669.92 Lakhs and Profit After Tax is Rs. 473.05 Lakhs.
Standalone
On standalone basis, your Companys revenue from operations were Rs. 9,554.89 Lakhs during the financial year 2025-26 as against Rs. 5,920.05 Lakhs during financial year 2024-25. The EBITDA stood at Rs. 659.12 Lakhs as against Rs. 817.85 Lakhs of the previous financial year. The Company has earned Net Profit of Rs. 464.98 Lakhs as compared to Rs. 608.66 Lakhs of the previous year.
3. STATE OF COMPANY AFFAIRS
The Company is a sustainability solution organization dedicated to building a greener and more responsible future and providing a variety of sustainability services to its clients. With a PAN-India presence and a strong network of waste collectors and recyclers, GEM enables businesses across sectors to reduce their environmental impact.
Our comprehensive range of services spans across:
4. TRANSFER TO RESERVES
The Company does not propose to transfer any amount to the General Reserves and the entire amount of profit for the year forms part of the Surplus.
5. DIVIDEND
During the financial year under review, the Company has paid 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. Further, the Board of Directors of the Company are pleased to recommend the final Dividend of Rs. 0.25/- (5%) per equity share of Face value of Rs. 5/- each fully paid for the financial year 2025-26. The final dividend shall be payable post shareholders 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.
6. DIVIDEND DISTRIBUTION POLICY
Your Company has a Dividend Distribution Policy based on the need to balance the twin objectives of rewarding the shareholders of the Company with a dividend and conserving resources to ensure that sufficient funds are available for the growth of the Company. The policy is also available on the website of the Company at https://gemenviro.com/wp-content/uploads/2026/02/Dividend-Distribution-Policy.pdf.
7. SHARE CAPITAL
During the financial year under review, there was no change in the Authorized Share Capital and Paid Up Share Capital of the Company.
A. Authorized Share Capital
On March 31, 2026, 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
On March 31, 2026, the Paid up share capital of the Company was Rs. 11,27,52,000/- (Rupees Eleven Crores Twenty-Seven Lakhs 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.
8. 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.
9. SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES
As on March 31, 2026, the Company had one Wholly Owned Subsidiary namely GEM Green Infra Tech Private Limited.
Pursuant to the first proviso of Section 129(3) of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient feature of the financial statement of the companys subsidiary in Form AOC 1 is included in this report as "Annexure I" and forms an integral part of this report.
Further, on April 03, 2026, the Company had incorporated a Joint Venture Company namely GEM Ecomind Limited in collaboration with Rudrabhishek Infosystem Private Limited, to provide technical solutions in recycling, waste management, sustainability and eco system conservation. The Company has 51% shareholding in the GEM Ecomind Limited and as a result it has become a subsidiary of the Company. The Board believes this alliance will support growth and create long term value for stakeholders.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointments
During the financial year under review, pursuant to the recommendation of the Nomination & Remuneration Committee and approval of the Board:
Further, the aforementioned appointment of Mrs. Sandhya Kohli was approved by shareholders at the AGM of the Company held on September 29, 2025 and appointments of Mr. Anil Kumar Behl and Mr. Suresh Kumar Gupta were approved by the shareholders through Postal Ballot on February 11, 2026.
Cessations
The Board placed on record its sincere appreciation for the valuable guidance, support and contribution made by Mrs. Mamta Gupta and Mr. Sachin Sharma during their association with the Company.
Mr. Anil Kumar Behl (DIN: 00697588) ceased to be Independent Director of the Company with effect from December 09, 2025, consequent to his acceptance of an executive role in the Company, in view of the exigency arising from the vacancy in the position of Managing Director.
Retire by Rotation
Pursuant to the provisions of Section 152 of the Act, Mr. Dinesh Pareekh (DIN: 00629464), 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 13th AGM of the Company.
11. 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 details of the familiarization programme of Independent Directors is available on the Companys website at https://gemenviro.com/wp-content/uploads/2026/06/Policy-on-Familiarization-of-independent-directors.pdf
12. AUDITORS AND AUDITORS REPORT
Statutory Auditors:
Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, the Shareholders of the Company in their 11th 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 16th 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 auditors 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 August 26, 2025, 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 2025-26.
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 August 26, 2025, had reappointed M/s HKS & Associates LLP, Company Secretaries (LLPIN: ACK-1606), as Secretarial Auditor of the Company for the financial year 2025-26.
The report of the Secretarial Auditor does not contain any qualification, reservation, adverse remark or disclaimer. The auditors report is self-explanatory and does not require any explanation or comments from the Board.
The Secretarial Audit Report in Form MR-3 for the financial year ended on March 31, 2026 is attached as Annexure II to this Directors Report and forming part of this Annual Report.
13. DETAILS OF FRAUD REPORTED BY AUDITOR
During the financial year under review, there were no instance of fraud reported by the auditors of the Company to the Audit Committee or to the Board under Section 143(12) of the Act.
14. 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.
15. 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.
16. 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, 2026, confirm that:
a) In the preparation of the annual accounts for the financial year ended on March 31, 2026, 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.
17. 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.
18. 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://gemenviro.com/wp-content/uploads/2026/08/Annual-Return-FY-2025-26.pdf
19. 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.
1. 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, 2026.
Composition of Board of Directors:
| S. No. Name of Director | Category | Designation |
| 1. Mr. Dinesh Pareekh | Non-Executive | Chairman and Director |
| 2. Mr. Anil Kumar Behl | Executive | Managing Director |
| 3. Mrs. Sandhya Kohli | Non-Executive | Independent Director |
| 4. Mr. Suresh Kumar Gupta | Non-Executive | Independent Director |
Meetings of Board of Directors:
During the financial year 2025-26, the Board of Directors of the Company had met 11 (Eleven) times. The Board Meetings were held on May 12, 2025, August 01, 2025, August 26, 2025, October 18, 2025, November 14, 2025, December 09, 2025, December 16, 2025, December 26, 2025, February 10, 2026, February 17, 2026 and March 27, 2026. The intervening gap between the two meetings was within the period prescribed under the Act and SEBI Listing Regulations, 2015.
Attendance of Directors in the Board Meetings are as follows:
| S. No. Name of Director | No. of Board Meetings Attended | No. of Board Meetings Entitled |
| 1. Mr. Dinesh Pareekh | 11 | 11 |
| 2. Mrs. Mamta Gupta | 0 | 1 |
| 3. Mr. Anil Kumar Behl | 11 | 11 |
| 4. Mr. Sachin Sharma | 5 | 5 |
| 5. Mrs. Sandhya Kohli | 10 | 10 |
| 6. Mr. Suresh Kumar Gupta | 5 | 5 |
Notes:
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://gemenviro.com/wp-content/uploads/2025/03/Terms-of-reference-of-Audit-Committee.pdf.
Composition of Audit Committee:
As on March 31, 2026, the Audit Committee of your Company comprised of three Directors. The details of composition of the Audit Committee are as follows:
| S. No. | Name of Director | Designation | Category |
| 1 | Mr. Suresh Kumar Gupta | Chairman | Independent Director |
| 2 | Mrs. Sandhya Kohli | Member | Independent Director |
| 3 | Mr. Anil Kumar Behl | Member | Managing Director |
During the financial year under review, Mrs. Mamta Gupta and Mr. Sachin Sharma ceased to be the members of the committee w.e.f. May 12, 2025 and December 08, 2025 respectively. Mrs. Sandhya Kohli was inducted as the Member of the Committee w.e.f. August 02, 2025.
Further, Mr. Anil Kumar Behl ceased to be Chairman of the committee w.e.f. December 09, 2025. Consequent to the cessation of chairmanship of Mr. Anil Kumar Behl in the Audit Committee, Mr. Suresh Kumar Gupta was appointed as the chairman of the Committee w.e.f. December 16, 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 Board of directors has accepted all the recommendations of the Audit Committee during the financial year under review.
The Company Secretary of the Company acts as the Secretary to the Audit Committee.
Meeting of Audit Committee:
During the financial year 2025-26, the Audit Committee of the Company had met 5 times. The meetings of the Audit Committee were held on May 12, 2025, August 26, 2025, November 14, 2025, February 10, 2026 and March 27, 2026.
| Name | Attended | Entitled |
| Mrs. Mamta Gupta | 0 | 1 |
| Mr. Anil Kumar Behl | 5 | 5 |
| Mr. Sachin Sharma | 3 | 3 |
| Mrs. Sandhya Kohli | 4 | 4 |
| Mr. Suresh Kumar Gupta | 2 | 2 |
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://gemenviro.com/wp-content/uploads/2025/03/Terms-of-reference-of-Nomination-and-Remuneration-Committee.pdf.
Composition of Nomination and Remuneration Committee:
As on March 31, 2026, 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. Suresh Kumar Gupta | Chairman | Independent Director |
| 2 | Mrs. Sandhya Kohli | Member | Independent Director |
| 3 | Mr. Dinesh Pareekh | Member | Non-Executive Director |
During the financial year under review, Mrs. Mamta Gupta ceased to be the member of the committee w.e.f. May 12, 2025 and Mrs. Sandhya Kohli was inducted as the Member of the Committee w.e.f. August 02, 2025.
Further, Mr. Anil Kumar Behl ceased to be Chairman of the committee w.e.f. December 09, 2025. Consequent to the cessation of chairmanship of Mr. Anil Kumar Behl in the NRC, Mr. Suresh Kumar Gupta was appointed as the chairman of the Committee w.e.f. December 16, 2025.
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 2025-26, the NRC of the Company had met 3 times. The meetings of the NRC were held on August 01, 2025, December 09, 2025 and December 16, 2025.
Attendance of members in the Nomination and Remuneration Committee Meetings are as follows:
| S. No. | Name of Director | No. of Committee Meetings Attended | No. of Committee Meetings Entitled |
| 1. | Mrs. Mamta Gupta | 0 | 0 |
| 2. | Mr. Anil Kumar Behl | 2 | 2 |
| 3. | Mr. Dinesh Pareekh | 3 | 3 |
| 4. | Mrs. Sandhya Kohli | 2 | 2 |
| 5. | Mr. Suresh Kumar Gupta | 0 | 0 |
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 terms of reference of SRC are available on the website of the Company at https://gemenviro.com/wp-content/uploads/2025/03/Terms-of-reference-of-Stakeholders-Relationship-Committee.pdf.
Composition of Stakeholders Relationship Committee:
As on March 31, 2026, 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. Suresh Kumar Gupta | Member | Independent Director |
| 3 | Mr. Anil Kumar Behl | Member | Managing Director |
During the financial year under review, Mr. Sachin Sharma ceased to be the member of the committee w.e.f. December 08, 2025 and Mr. Suresh Kumar Gupta was inducted as the member of the Committee w.e.f. December 16, 2025.
The Company Secretary of the Company acts as the Secretary to the Stakeholders Relationship Committee.
Meeting of Stakeholders Relationship Committee:
During the financial year 2025-26, the SRC of the Company had met once. The meeting of the SRC was held on February 10, 2026.
Attendance of members in the Stakeholders Relationship Committee Meeting is as follows:
| S. No. Name of Director | No. of Committee Meetings Attended | No. of Committee Meetings Entitled |
| 1. Mr. Dinesh Pareekh | 1 | 1 |
| 2. Mr. Anil Kumar Behl | 1 | 1 |
| 3. Mr. Suresh Kumar Gupta | 1 | 1 |
| 4. Mr. Sachin Sharma | 0 | 0 |
Investor Grievance Redressal:
As on March 31, 2026, no investor complaints were pending with the Company or its Registrar and Share Transfer Agent. The details relating to Number of complaints received and resolved to the satisfaction of investors during the financial year ended March 31, 2026, are as under:
| Particulars | Number |
| Number of investor complaints pending at the beginning of year | 1 |
| Number of investor complaints received during the year | 0 |
| Number of investor complaints disposed off during the year | 1 |
| Number of investor complaints those remaining unresolved at the end of year | 0 |
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 is available on the website of the Company at https://gemenviro.com/wp-content/uploads/2025/03/Terms-of-reference-of-Corporate-Social-Responsibility-Committee.pdf.
Composition of Corporate Social Responsibility Committee:
As on March 31, 2026, 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. Anil Kumar Behl | Chairman | Managing Director |
| 2 | Mrs. Sandhya Kohli | Member | Independent Director |
| 3 | Mr. Dinesh Pareekh | Member | Non-Executive Director |
During the financial year under review, Mr. Sachin Sharma ceased to be Chairman of the committee w.e.f. December 08, 2025.
Consequent to the cessation of chairmanship of Mr. Sachin Sharma in the CSR Committee, Mr. Anil Kumar Behl was appointed as the chairman of the Committee and Mrs. Sandhya Kohli was inducted as the Member of the Committee w.e.f. December 16, 2025.
The Company Secretary of the Company acts as the Secretary to the Corporate Social Responsibility Committee.
Meeting of Corporate Social Responsibility Committee:
During the financial year 2025-26, the CSR Committee of the Company had met once. The meeting of the CSR Committee was held on November 14, 2025.
Attendance of members in the Corporate Social Responsibility Committee Meeting is as follows:
| S. No. | Name of Director | No. of Committee Meetings Attended | No. of Committee Meetings Entitled |
| 1. | Mr. Sachin Sharma | 1 | 1 |
| 2. | Mr. Dinesh Pareekh | 1 | 1 |
| 3. | Mr. Anil Kumar Behl | 1 | 1 |
BUSINESS AND FINANCE COMMITTEE
The Board of Directors has voluntarily constituted a Business and Finance Committee (B & F Committee) with effect from May 12, 2025, where members of the Committee consist of members of the Board of Directors.
The terms of reference of Business and Finance Committee is as follows:
i. To open, maintain and close current account, cash credit account and any other account with various Banks and change in authorization officials of the Company, from time to time, in relation to operating such bank accounts.
ii. To approve the procurement of financial assistance from banks through the issuance of bank guarantees, secured against the companys fixed deposit or term deposit or other assets.
iii. To borrow loans and monies etc. through banks, financial institutions or other corporate agencies etc. for operations, acquisitions and other purposes for an aggregate amount, including present and future, not exceeding the limit prescribed under the Companies Act, 2013.
iv. To make loans, advances, give guarantee or provide security in connection with any loan/advances taken by the Subsidiary Company or Group company or any other person, as the committee deems fit, not exceeding the limit prescribed under the Companies Act, 2013.
v. To invest the surplus funds of the Company in Bonds, Mutual Funds Units, Fixed Deposits, etc.
Composition of Business and Finance Committee:
As on March 31, 2026, the B & F Committee of your Company comprised of two Directors. The details of the composition are as follows:
| S. No. | Name of Director | Designation | Category |
| 1 | Mr. Anil Kumar Behl | Chairman | Managing Director |
| 2 | Mr. Dinesh Pareekh | Member | Non-Executive Director |
During the financial year under review, Mr. Sachin Sharma ceased to be Chairman of the committee w.e.f. December 08, 2025. Consequent to the cessation of chairmanship of Mr. Sachin Sharma in the B & F Committee, Mr. Anil Kumar Behl was appointed as the chairman of the Committee w.e.f. December 16, 2025.
The Company Secretary of the Company acts as the Secretary to the Business and Finance Committee.
Meetings of Business and Finance Committee:
During the financial year 2025-26, the B & F Committee of the Company had met Eight times. The meetings of the B & F Committee were held on May 19, 2025, June 19, 2025, July 28, 2025, September 22, 2025, October 16, 2025, December 15, 2025, January 30, 2026 and March 20, 2026.
| Name | Attended | Entitled |
| Mr. Sachin Sharma | 5 | 5 |
| Mr. Dinesh Pareekh | 8 | 8 |
| Mr. Anil Kumar Behl | 3 | 3 |
INDEPENDENT DIRECTORS
Pursuant to the provisions of Schedule IV of the Act, 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 under review, Mrs. Mamta Gupta and Mr. Anil Kumar Behl ceased to be Non-Executive Independent Director of the Company w.e.f. May 12, 2025 and December 09, 2025 respectively.
Further, Mrs. Sandhya Kohli and Mr. Suresh Kumar Gupta were appointed as an Independent Director of the Company w.e.f. August 01, 2025 and December 16, 2025 respectively.
Meetings of Independent Directors:
During the financial year 2025-26, the Independent Directors of the Company had met once. The meeting of the Independent Director was held on February 10, 2026.
Attendance of members in the Independent Directors is as follows:
| S. No. Name of Director | No. of Committee Meetings Attended | No. of Committee Meetings Entitled |
| 1. Mrs. Sandhya Kohli | 1 | 1 |
| 2. Mr. Suresh Kumar Gupta | 1 | 1 |
20. 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.
21. CORPORATE GOVERNANCE REPORT
Pursuant to the provisions of Regulation 15 of SEBI Listing Regulations, 2015, the compliance on Corporate Governance provisions shall not apply to the Companies who has listed their equity shares on the SME Exchange. Since, the Company has listed its Equity Shares on SME Platform of BSE Limited, the report on Corporate Governance is not applicable to us.
22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Company has voluntarily enclosed Business Responsibility and Sustainability Report as Annexure III to this report and forming part of this Annual Report.
23. 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 on the recommendation of the CSR Committee spent Rs. 25,00,000 (Rupees Twenty Five Lakhs only) in Education, Healthcare & Environment Sector Drive in Delhi-NCR through implementing agency i.e., Social Shadow Foundation.
The Annual report on the CSR activities undertaken during the financial year ended March 31, 2026 is set out in Annexure IV to this report.
The CSR policy is available on the website of the Company at https://gemenviro.com/wp-content/uploads/2024/02/GEM-CSR-Policy.pdf.
24. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Company has implemented a Nomination & Remuneration Policy to ensure the composition of a proficient Board. The policy 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://gemenviro.com/wp-content/uploads/2025/08/Nomination-and-Remuneration-policy.pdf.
25. 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 Whistle blower 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 Companys Code of Conduct/ ethics/ principles and matters specified in the Policy.
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 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://gemenviro.com/wp-content/uploads/2024/06/Whistle-Blower-Policy.pdf.
26. 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 2025-26 and the date of this report.
27. 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 companys operations in future.
28. 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, 2026, has carried out the annual evaluation of its own performance, Board committees and of individual Directors.
In compliance with Schedule IV of the Act and SEBI Listing Regulations, 2015, 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 evaluation exercise was carried out through a structured assessment framework covering various key aspects such as Board and Committee composition, performance of assigned roles and responsibilities, participation in meetings, independent judgment, etc. A structured questionnaire was circulated among the Board members to facilitate the evaluation process. All Directors actively participated in the said evaluation and the Directors subject to evaluation did not participate in the evaluation process pertaining to themselves.
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 ICSI in this regard.
The key parameters considered for evaluation were as follows:
| Category | Evaluation Criteria |
| Board of Directors | Board structure, Participation in the Board meetings and engagement, Skill diversity, Discussions on each agenda, Risk management, Strategy development, etc. |
| Board Committees | Composition of committees, Clarity of role and mandate, Independence of Committee, Quality of recommendations, Frequency and effectiveness of meetings, etc. |
| Independent Directors | Participation in the Board and Committee meetings, Ethical conduct, Contribution of inputs, independence in judgment, Adherence to the Code of Conduct, etc. |
| Executive Directors | Active participation in discussions, Domain knowledge, Contribution in making strategies, Achievement of financial and business goals, Stakeholder relations, overall contribution to growth, etc. |
| Chairperson | Leadership effectiveness, Strategic insight, Effectiveness of communication with stakeholders, Building shareholder confidence, Commitment to Board, etc. |
29. 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. 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 detailed analysis of the business risks and opportunities is given under Management Discussion and Analysis Report, which forms integral part of this report.
The Risk Management policy is available on the website of the Company at http://gemenviro.com/wp-content/uploads/2024/06/risk-management-policy.pdf
30. THE CODE ON SOCIAL SECURITY, 2020- MATERNITY BENEFIT
The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under of the Maternity Benefit Act, 1961/ the Code on Social Security, 2020.
31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to Section 186 of the Act, the disclosure on particulars of loans given or guarantees given or securities provided or investments made by the Company along with the purpose for which the loan or guarantee or security provided are proposed to be utilised by the recipient are disclosed in the Standalone Financial Statements forming part of this Annual Report (Please refer Note 12 and 17 to the standalone financial statement).
32. 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 arms length basis. Further, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Companys 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 Companys policy on Related Party Transaction is available on the website of the Company at https://gemenviro.com/wp-content/uploads/2026/02/Policy-on-dealing-with-Related-Party-Transactions.pdf
33. PARTICULARS OF EMPLOYEES
The disclosures required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure V 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 upto the date of ensuing AGM.
34. 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
| Particulars | Amount |
| Earnings | NIL |
| Outgo | NIL |
35. MAINTENANCE OF COST RECORDS
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 of the Act are not applicable to the business activity carried out by the Company.
36. 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 received pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
37. 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 that there are no past applications or proceedings under the Code.
38. 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.
39. 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/- Dinesh Pareekh DIN:00629464 Chairman and Director |
| Sd/- Anil Kumar Behl DIN:00697588 Managing Director |
| Date: August 25, 2026 Place: Noida |
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