Gem Enviro Management Ltd Directors Report

Dear Members,

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:

(Rs. in Lakhs)

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 GEMs leadership as a comprehensive solutions provider in the Indias ESG landscape.

During the financial year ended March 31, 2025, your Companys 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 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.

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 Flundred) 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.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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 CSEBI 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 Personners 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 Companys website at

https://aemrecvclina.com/policies1/

11. 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 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 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 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 Auditors 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 Directors 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://qemrecvclinq.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

4) Corporate Social Responsibility 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://qemrecvclinq.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 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.

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 nonreceipt 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://aemrecvclina.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:

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://qemrecvclina.com/wp-content/uploads/2Q25/03/Terms-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

 

s.np	Date of	Directors
.	Meeting	Dinesh Pareekh	Anil Kumar Behl	Sachin Sharma
1	10-02-2025	Yes	Yes	Yes

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 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 DIRECTORS:

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:

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.

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

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 Companys 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 companys 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 nonindependent 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://qemrecvclinq.com/wp-content/uploads/2024/Q6/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 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://qemrecvclino.com/wp-content/uploads/2024/06/Policv-on-dealinq-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