GP Eco Solutions India Ltd Directors Report

For the financial year ended March 31,2025

Dear Members,

The Board of Directors of GP Eco Solutions India Limited is pleased to present the Directors Report for the financial year ended March 31, 2025, along with the audited financial statements, in compliance with the provisions of the Companies Act, 2013 and applicable regulations. This report highlights the financial performance, operational developments, statutory compliances, and corporate governance initiatives undertaken by the Company during the year.

1. FINANCIAL PERFORMANCE AND KEY HIGHLIGHTS

The financial year 2024-25 was a landmark year for GP Eco Solutions India Limited, characterized by the successful listing on the stock exchange, robust revenue growth, enhanced profitability, and the execution of key strategic initiatives that further strengthened the Companys leadership in the renewable energy sector.

(in Lakhs)

	Standalone		Consolidated
	Financial Year 2024-25 (FY 2025)	Financial Year 2023-24 (FY 2024)	Financial Year 2024-25 (FY 2025)	Financial Year 2023-24 (FY 2024)
Revenue from operations	24,009.38	13,633.75	24,643.48	13,844.38
Other income	96.36	23.08	100.31	23.47
Total income	24,105.74	13,656.83	24,743.79	13,867.85
Expenses
Operating expenditure	22,459.79	12,464.58	23,055.47	12,638.78
Depreciation and amortisation expense	68.63	46.40	73.35	47.06
Total expenses	22,528.42	12,510.98	23,128.82	12,685.84
Profit before finance costs, exceptional item and tax	1,577.32	1,145.85	1,614.97	1,182.01
Finance costs	207.03	185.94	208.76	185.94
Profit before exceptional item and tax	1,370.29	959.91	1,406.21	996.07
Exceptional item
Settlement of legal claim	-	-	-	-
Profit before tax	1,370.29	959.91	1,406.21	996.07
Tax expense	-345.57	-257.19	-360.06	-263.26
Profit for the year	1,024.71	702.73	1,046.15	732.81
Attributable to:
Shareholders of the Company	-	-	-	-
Non-controlling interests	-	-	9.66	0.30
Opening balance of retained earnings	807.53	804.81	951.51	804.81
Closing balance of retained earnings	1,832.25	807.53	1,988.00	951.51

*There have been no material changes and commitments, which affect the financial position of the company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

2. STATE OF AFFAIRS OF THE COMPANY

The Board of Directors affirms that the Standalone Financial Statements for the financial year ended March 31, 2025, present a true and fair view of the affairs of the Company. These financial statements have been prepared in strict compliance with the applicable Indian Accounting Standards (Ind AS), the Companies Act, 2013, and all other relevant regulatory frameworks. The disclosures made therein accurately reflect the Companys operational and financial performance, free from any material misstatement or omission.

The Directors exercise their responsibilities with the utmost care, diligence, and informed judgment, taking into account all pertinent financial, legal, operational, and strategic considerations. Every decision is guided by the overarching objective of serving the long-term interests of the Company and its stakeholders, while upholding the highest standards of corporate ethics, transparency, and value creation.

The Company maintains robust audit mechanisms, including internal, statutory, and secretarial audits, which are conducted with a strong sense of integrity and accountability. These audits are not merely compliance requirements but are integral components of the Companys risk management and control framework, aimed at the early detection of potential risks, control lapses, operational inefficiencies, and instances of noncompliance or fraud. The Board of Directors and the Audit

Committee meticulously review all audit findings and ensure timely implementation of corrective measures, wherever necessary.

In line with best governance practices, a structured performance evaluation of the Board, its Committees, and individual Directors is conducted periodically. This evaluation process is designed to assess effectiveness, promote accountability, and ensure strategic alignment with the Companys goals. It also facilitates the identification of strengths and improvement areas, thereby enhancing the overall functioning and responsiveness of the Board.

3. SHARE CAPITAL

As on the close of the financial year, the authorised share capital of the Company stood at Rs. 12,00,00,000, while the paid-up share capital amounted to Rs. 1 1,71,08,000. During the year, the Company successfully completed a public issue of 32,76,000 equity shares at a price of Rs. 94 per share, thereby raising total proceeds of Rs. 30,79,44,000. This amount includes a securities premium of Rs. 27,51,84,000, reflecting strong investor confidence and contributing significantly to the Companys financial strength.

The fund has been raised with the objective of being utilized in the following manner:

1. Investment in our subsidiary, INVERGY India Private Limited ("IIPL") in relation to Purchase of Plant & Machineries and other Miscellaneous Assets; and also, towards Construction / Civil Works for its facility

2. ToMeetWorkingCapitalrequirementsofourCompany

4. RESERVES

The Company has consistently adopted a prudent and disciplined approach toward strengthening its financial position by maintaining and augmenting an adequate reserve base. As on March 31, 2025, the details of Reserves and Surplus are provided in Note 3 of the Standalone Financial Statements, which form an integral part of this Annual Report.

During the financial year 2024-25, the total reserves of the Company increased substantially by Rs. 3,367.47 lakhs compared to the previous year. This significant growth is primarily attributable to improved profitability, operational efficiency, and strategic execution across key business segments. The increase in reserves reflects the Companys commitment to reinvesting internal accruals to fund future growth, enhance financial resilience, and deliver long-term value to its stakeholders.

5. DIVIDEND

After a comprehensive assessment of the Companys current financial position, future growth prospects, and long-term strategic objectives, the Board has decided not to recommend any dividend for the financial year under review.

This decision reflects the Boards commitment to conserving internal accruals and strengthening the Companys financial base to support its ongoing and upcoming initiatives, including expansion plans, working capital requirements, and operational sustainability. Retaining the earnings will enable the Company to strategically invest in the following priority areas:

• Growth-oriented opportunities and capacity enhancement;

• Technological advancement and operational efficiency;

• Risk mitigation against external uncertainties and macroeconomic volatility.

As required under SS-4, the Board confirms the following:

• No interim dividend was declared during the financial year 2024-25;

• Accordingly, the final dividend for the year is Nil.

The Company has complied with all applicable provisions of the Companies Act, 2013 and relevant rules with respect to dividend matters.

6. CHANGE IN NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business carried on by the Company. GP Eco Solutions India Limited continued to operate within the same business domain as in the previous year, maintaining its focus on core competencies and strategic priorities.

The Company remains firmly committed to its core objectives and continues to drive growth, innovation, and operational excellence within its established business segments. No new business verticals were introduced, nor were any existing lines of business discontinued or materially modified during the year.

While the Board of Directors continues to actively evaluate emerging opportunities and potential strategic initiatives, no decision was taken during the reporting period to diversify operations or alter the Companys existing business focus.

7. MATERIAL CHANGES AND COMMITMENTS

During the financial year 2024-25, the Company has undergone certain significant changes and developments as detailed below:

1. Listing on NSE SME Platform

During the financial year, the Company achieved a significant strategic milestone by successfully listing its equity shares on the SME Platform of the National Stock Exchange of India Limited (NSE EMERGE). This event marks a new chapter in the Companys growth journey, reflecting its robust fundamentals, investor confidence, and long-term vision.

The NSE EMERGE platform is specifically designed to enable small and medium enterprises with high growth potential to access capital markets, thereby facilitating their transition into more mature and competitive entities. The Companys decision to list on this platform was driven by its commitment to greater transparency, enhanced corporate governance, and increased market credibility.

This listing is expected to yield multiple longterm benefits for the Company, including but not limited to:

• Improved Visibility and Brand Recognition:

Being a publicly listed company enhances the Companys profile among customers, vendors, financial institutions, and other stakeholders, contributing positively to brand equity.

• Enhanced Corporate Governance: Listing mandates compliance with SEBI regulations and listing norms, ensuring adoption of globally recognized governance practices, accountability, and operational discipline.

• Better Access to Capital: The capital raised through the public issue will be instrumental in meeting the Companys expansion plans, working capital requirements, and strengthening its financial position. Moreover, the listing opens new avenues for future fundraising as and when required.

• Increased Investor Confidence: Public listing provides greater transparency in operations and financial reporting, which helps build trust among current and prospective investors.

• Liquidity for Shareholders: Listing provides existing shareholders, including promoters and early investors, an opportunity for partial or full exit, if desired, through a regulated exchange mechanism.

This move positions the Company for sustainable growth, facilitates strategic collaborations, and acts as a catalyst for its long-term value creation initiatives. The Board of Directors and the management team are fully committed to leveraging the opportunities that come with this transition to deliver enhanced value to all stakeholders.

2. Preferential Issue of Shares to Dr. Kumar Vishwas

The Company allotted 1,20,000 equity shares on a preferential basis to Dr. Kumar Vishwas, a renowned poet, author, motivational speaker, and public intellectual, known for his wide-reaching influence and social impact. This allotment was made in accordance with applicable provisions of the Companies Act, 2013, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other relevant laws.

Dr. Vishwass association with the Company is expected to bring significant value in terms of credibility, outreach, and strategic vision. His strong public presence and thought leadership in the areas of culture, education, and nation-building align with the Companys values and long-term mission. The Company believes that this partnership will not only strengthen its brand positioning but also open up new avenues for social engagement and stakeholder outreach.

The funds raised through this preferential issue will be utilised for working capital requirements, expansion of business operations, and other general corporate purposes, thereby strengthening the financial position and supporting the Companys growth trajectory.

3. Employee Stock Option Plan 2024:

During the financial year, the company has approved the ESOP options of 2,40,000 shares in terms of its GPECO Employee Stock Option Scheme-2024 which was duly approved by passing Special resolution by the members in the Annual General Meeting held on 23.09.2024 and have duly complied with Companies Act, 2013 and rules made thereunder and SEBI(Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

8. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31,2025 has been placed on the website of the Company.

The Annual Return can be accessed at the following link: https://www.gpecosolutions.com/annual-return-march-25

9. MANAGEMENTS DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") as amended from time to time, the Managements discussion and analysis is set out in the Annual Report separately.

10. DETAILS RELATED TO SUBSIDIARIES, JVs AND ASSOCIATE COMPANIES etc.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies

(Accounts) Rules, 2014, the statement containing the salient features of the financial statements of the Companys subsidiaries, joint ventures and associate companies, in the prescribed Form AOC-1, is annexed to this Report as "Annexure A".

The statement provides a snapshot of the performance and financial position of each such entity for the financial year ended March 31,2025.

During the year under review, there has been no material change in the nature of the business of the subsidiaries, joint ventures, or associate companies. The Company continues to monitor the performance of these entities and provides strategic support as required.

The Company does not have any material subsidiary as defined under Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. BOARD APPOINTMENTS AND CESSATIONS DURING THE YEAR.

Pursuant to the provisions of the Companies Act, 2013 and Secretarial Standard-4 issued by the ICSI, the following changes occurred in the composition of the Board of Directors and Key Managerial Personnel during the financial year and up to the date of this Report:

(a) Directors and KMPs as on the date of Report:

S. No	Name of the Person	Designation	Date of Appointment / Cessation
1	Pradeep Kumar Pandey	Chairman, Non-Executive Director	05/08/2024
2	Anju Pandey	Whole Time Director	30/07/2010
3	Deepak Pandey	Managing Director	30/07/2010
4	Manish Grover	Non-Executive, Independent Director	16/01/2025
5	Akhilesh Kumar Jain	Non-Executive Director	1 2/1 1/2024
6	Upendra Nath Tripathi	Non-Executive, Independent Director	1 2/1 1/2024
7	Rajendra Prasad Ritolia	Non-Executive, Independent Director	20/10/2023
8	Astik Mani Tripathi	Non-Executive Director	20/10/2023
9	Sunil Bhatnagar	Non-Executive, Independent Director	20/10/2023
10	Mr. Pavitra Khandelvwal	Non-Executive Director	1 2/05/2025
11	Mr. Rajeev Ranjan	Non-Executive Independent Director	01/08/2025
12	Neha Garg	Chief Financial Officer	18/10/2023
13	Tanushree	Company Secretary	18/10/2023

(b) Changes during the FY 2024-25:

S. No	Name of the Person	DIN/PAN	Designation	Mode of Appointment / Cessation	Effective Date
1	Pradeep Kumar Pandey	09558317	Chairman, NonExecutive Director	Appointment under Section 152	05/08/2024
2	Akhilesh Kumar Jain	03466588	Non-Executive Director	Appointment under Section 152	12/1 1/2024
3	Upendra Nath Tripathi	10819288	Non-Executive Independent Director	Appointment under Section 152	12/1 1/2024
4	Kuljit Singh Popli	01976135	Non-Executive Director	Appointment under Section 152	12/1 1/2024
5	Manish Grover	10862270	Non-Executive Independent Director	Appointment under Section 152	16/01/2025

(c) Directors liable to retire by rotation under Section 152 of the Act:

S. No	Name of the Person	DIN/PAN	Designation	Date of Appointment / Cessation
1	Anju Pandey	03141290	Executive Director	20/10/2023
2	Astik Mani Tripathi	03645378	Non-Executive Director	30/07/2010

12. OPINION OF THE BOARD ON INDEPENDENT DIRECTORS APPOINTED

In accordance with the provisions of Section 149 of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the following are the Independent Directors of the Company as on the date of this Report:

1. Mr. Manish Grover

2. Mr. Upendra Nath Tripathi

3. Mr. Rajendra Prasad Ritolia

4. Mr. Sunil Bhatnagar

5. Mr. Rajeev Ranjan

All Independent Directors have submitted declarations pursuant to Section 149(7) of the Act, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, they have affirmed that there are no circumstances or situations which may reasonably be expected to affect their ability to discharge their duties independently and objectively.

The Independent Directors have also taken necessary steps to include their names in the data bank maintained by the Indian Institute of Corporate Affairs, in accordance with Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the necessary expertise, integrity, and experience, and fulfil the conditions specified under the Act and applicable Rules. They are independent of the management.

13. MEETINGS OF THE BOARD & COMMITTEE

The Company held seven (7) Board Meetings during the financial year ended March 31, 2025, on the following dates:

1. May 13, 2024

2. June 08, 2024

3. June 19, 2024

4. June 20, 2024

5. August 05, 2024

6. November 12, 2024

7. January 16, 2025

All the meetings were duly convened with proper notice and quorum, in accordance with the provisions of Section 173 of the Companies Act, 2013 and Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

The gap between any two consecutive meetings did not exceed 120 days, thereby complying with the statutory requirement under the first proviso to Section 173(1) of the Companies Act, 2013.

INDEPENDENT DIRECTORS MEETING

A separate meeting of Independent Directors was held on March 25, 2025 to:

• Review the performance of non-independent directors and the Board as a whole;

• Review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

• Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

a. Committee Meetings I. Audit committee

The Audit Committee has been constituted by the Company in compliance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, applicable to listed entities.

Composition of the Committee

As on the date of this Report, the Audit Committee comprises the following members:

• Chairperson: Mr. Upendra Nath Tripathi

• Member: Mr. Deepak Pandey

• Member: Mr. Sunil Bhatnagar

The Committee comprises a majority of Independent Directors, and all members are financially literate. The Chairperson is an Independent Director, and the Company Secretary acts as the Secretary to the Committee.

Roles and Responsibilities

The roles and responsibilities of the Committee are in accordance with the provisions of Section 177(4) of the Companies Act, 2013 and Part C of Schedule II of the SEBI LODR Regulations, 2015, which include:

• Reviewing financial statements and auditors reports

• Evaluating internal financial controls and risk management systems

• Overseeing internal audit processes and significant audit findings

• Monitoring related party transactions and compliance with legal requirements.

The Audit Committee met at regular intervals during the financial year to review matters relevant to its mandate. The Board has accepted all the recommendations made by the Committee during the year under review.

Meetings during the year

• The Committee met 3 times during the year on August 05, November 12, 2024; January 16, 2025.

II. CSR committee

The Corporate Social Responsibility Committee has been constituted by the Company in accordance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. The Committee has been established to oversee the Companys commitment to CSR and ensure responsible corporate citizenship.

Composition of the Committee

As on the date of this Report, the CSR Committee comprises the following members:

Chairperson: Mr. Upendra Nath Tripathi

Member: Mr. Deepak Pandey

Member: Mr. Astik Mani Tripathi

The Chairperson is a Director of the Company, and the Committee includes representation from senior management to provide strategic guidance in CSR matters.

Roles and Responsibilities

The roles and responsibilities of the Committee are in line with the provisions of Section 135(3) of the Companies Act, 2013, and include:

• Formulating and recommending the CSR Policy to the Board,

• Identifying and recommending CSR projects and budget allocation,

• Monitoring the implementation of CSR activities and assessing their impact on target communities,

• Ensuring compliance with statutory reporting and disclosure requirements related to CSR.

The Committee met at periodic intervals during the year to evaluate the progress of CSR initiatives and ensure alignment with the Companys values and sustainability goals.

Meetings during the year

• The Committee met 1 time during the year on January 16, 2025.

• Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Company in compliance with the provisions of Section 178 of the Companies Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, applicable to listed entities.

Composition of the Committee

As on the date of this Report, the NRC comprises the following members:

• Chairperson: Mr. Upendra Nath Tripathi

• Member: Mr. Sunil Bhatnagar

• Member: Mr. Astik Mani Tripathi

The Committee is composed entirely of

non-executive directors, with a majority being Independent Directors, in accordance with Section 178(1) of the Companies Act, 2013 and Regulation 19(1)(c) of the SEBI LODR Regulations, 2015.

Roles and Responsibilities

The roles and responsibilities of the Committee are as prescribed under Section 178(2) and 178(3) of the Companies Act, 2013 and Part D of Schedule II of the SEBI LODR Regulations, 2015, and include:

• Formulating criteria for determining qualifications, positive attributes, and independence of directors,

• Recommending appointments and removals to the Board for directors and senior management,

• Establishing performance evaluation processes for directors,

• Reviewing and recommending the Companys remuneration policy to ensure a balance between fixed and performance-linked pay, aligned with industry benchmarks and shareholder expectations.

The Nomination and Remuneration Policy, as approved by the Board based on the Committees recommendation, is available on the Companys website at the following link: https://www.gpecosotutions.com/wp-content/ uptoads/2024/02/REMUNERATION-PQLICY.pdf

Meetings during the year

• The Committee met 3 times during the year on August 05, November 12, 2024; January 16, 2025.

• Stakeholder Relationship Committee

The Stakeholders Relationship Committee (SRC) has been constituted by the Company in comptiance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to specifically look into the redressal of shareholders and investors complaints and related matters.

Composition of the Committee

As on the date of this Report, the Stakeholders Relationship Committee comprises the following members:

• Chairperson: Mr. Astik Mani Tripathi

• Member: Mr. Deepak Pandey

• Member: Mrs. Anju Pandey

The Chairperson of the Committee is a non-executive director, as required under Regulation 20(2) of the SEBI LODR Regulations.

Roles and Responsibilities

The roles and responsibilities of the Committee are in accordance with the provisions of Section 178(5) and 178(6) of the Companies Act, 2013, and Part D of Schedule II of the SEBI LODR Regulations, 2015, which include:

• Resolving grievances of security holders,

• Reviewing investor complaints related to transfer/transmission of shares, non-receipt of dividends, annual reports, etc.,

• Monitoring and improving the effectiveness of investor servicing standards.

The Committee met at regular intervals during theyear to ensure timely resolution of stakeholder concerns. The Company continues to maintain a strong focus on investor servicing and stakeholder engagement.

Meetings during the year

• The Committee met 1 time during the year on February 13, 2025.

• Executive Board Committee

During the year under review, the Board constituted an Executive Board Committee to streamline and expedite decision-making processes for urgent and operational matters, particularly in view of the practical challenges in convening full Board meetings at frequent intervals.

This Committee was constituted pursuant to the general enabling provisions of the Companies Act, 2013 and is not mandated under any specific statutory requirement. The objective of forming this Committee is to facilitate quicker resolution and approval of routine yet critical matters including banking, legal, tender filings, and day-to-day operations, thereby improving operational efficiency.

Composition of the Committee

As on the date of this Report, the Executive Board Committee comprises the following members:

• Mr. Deepak Pandey, Managing Director (Chairman)

• Mrs. Anju Pandey, Director

• Mr. Astik Mani Tripathi, Director

Key Terms of Reference

The Committee is authorized to consider and approve:

• Banking-related matters;

• Filing of tenders;

• Legal and compliance matters;

• Operational and business-related decisions;

• Any other matters as may be delegated by the Managing Director.

All resolutions passed by the Committee are taken unanimously and reported in subsequent Board meetings for information and ratification. The Committee members are not entitled to any sitting fees for their participation.

This Committee continues to serve as an effective governance tool for the Company to address operational matters with agility while ensuring transparency and accountability.

Meetings during the year

• The Committee met 4 times during the year on December 02, 28 (2024); January 03, 14, 29; February 13; March 27 (2025)

14. DIRECTORS RESPONSIBILITY STATEMENT

a) In the preparation of the annual accounts for the year ended March 31, 2025 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) The Directors 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 as at March 31,2025 and of the profit of the Company for the year ended on that date.

c) The Directors 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) The Directors have prepared the annual accounts on a going concern basis.

e) The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. PERFORMANCE EVALUATION

In accordance with the provisions of [Section 134(3) (p) of the Companies Act, 2013] and [Rule 8(4) of the Companies (Accounts) Rules, 2014], and pursuant to [Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015], the Company has established a formal and structured process for evaluating the performance of the Board of Directors, its Committees, and individual Directors.

The evaluation for the financial year 2024-25 was carried out by the Board in consultation with the Nomination and Remuneration Committee.

Each Directors performance-including that of the Chairperson and Independent Directors-was individually reviewed based on attendance, active participation, domain knowledge, and contribution to governance and decision-making.

In compliance with the requirements of [Schedule IV to the Companies Act, 2013], a separate meeting of Independent Directors was held, wherein they:

• Reviewed the performance of NonIndependent Directors,

• Evaluated the performance of the Board as a whole,

• Assessed the performance of the Chairperson of the Company.

The outcome of the evaluation reflected that the Board and its Committees are functioning effectively and possess the right balance of skills, experience, and diversity. The Directors were found to be discharging their duties in a diligent and constructive manner.

The Board remains committed to continuous improvement in its functioning and governance practices through ongoing review, feedback, and capacitybuilding initiatives.

16. BOARD DIVERSITY

The Company believes that a diverse Board enhances the quality of governance, decision-making, and overall board effectiveness. Board diversity encompasses a broad set of attributes, including but not limited to gender, age, educational background, professional expertise, ethnicity, and experience.

Pursuant to the provisions of Section 149(1) of the Companies Act, 2013, read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and Regulation 17(1)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirement of having at least one woman director on its Board.

As on the date of this Report, the Board comprises individuals from diverse professional backgrounds including finance, legal, operations, strategy, and corporate governance, with appropriate representation of Independent and Women Directors. The diversity of thought and experience continues to contribute significantly to the Companys governance framework and strategic direction.

The Company remains committed to strengthening its diversity and inclusion practices at all levels of leadership, including the Board.

17. AUDIT AND SECRETARIAL REPORTS

• Statutory Auditor: The Audit Committee, followed by the Board of Directors, approved and recommended the appointment of M/s. N.K.M.R. & Co., Chartered Accountants (Firm Registration No. 015467) as the Statutory Auditors of the Company. The same Auditor is being re-appointed in this AGM for a period of 5 years.

The details of the statutory auditor are as follows:

• Name of Statutory Auditor: Mr. Naveen Kumar Mittal

• Firm Name / Entity: M/s. N.K.M.R. & Co., Chartered Accountants

• Period of Appointment: FY 2024-25

The Statutory Auditors have issued their report on the Companys financial statements for the year ended March 31, 2025, and the report is free from any qualifications, reservations, adverse remarks, or disclaimers.

• Secretarial Auditor: In accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed a secretarial auditor to carry out his functions for FY 24-25.

The details of the secretarial auditor are as follows:

• NameofSecretarialAuditor: Mr.KrishnaKumarSingh

• Firm Name / Entity: M/s. KKS & CO., Practicing Company Secretaries

• Period of Appointment: FY 2024-25

The Secretarial Audit Report for the year ended March 31, 2025, provided by M/s. KKS & CO., is enclosed to this report. The report confirms that the Company has complied with all applicable laws and regulations and does not include any qualifications, reservations, or adverse remarks.

• Internal Auditor: Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors has appointed an Internal Auditor to carry out the internal audit functions of the Company for the financial year 2024-25.

The details of the internal auditor are as follows:

• Name of Internal Auditor: Mr. Mayank Goyal

• Firm Name / Entity: M/S GSM & Co., Chartered Accountants

• Period of Appointment: FY 2024-25

In accordance with the requirements of Section 138, the Internal Auditor is responsible for evaluating the adequacy, effectiveness, and efficiency of the Companys internal control systems, risk management processes, and governance framework. The Internal Auditor submits periodic reports to the Audit Committee, which reviews and monitors the implementation of audit recommendations to ensure a robust internal control environment.

• Cost Records and Cost Audit

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013, read with Rule 3 and Rule 4 of the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company has evaluated the applicability of maintenance of cost records and appointment of a cost auditor.

Based on this evaluation, it is confirmed that the Company is not engaged in any of the activities specified under Rules 3 of the said Rules. Therefore, the requirement to:

• Maintain cost records under Section 148(1), and

• Conduct cost audit and appoint a cost auditor under Rule 4 of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company for the financial year 2024-25.

18. FRAUD REPORTING

Disclosure on Reporting of Frauds under Section 143(12) of the Companies Act, 2013

During the year under review, there have been no instances of fraud reported by the Statutory Auditors or the Secretarial Auditor under Section 143(12) of the Companies Act, 2013 read with the rules made thereunder, either to the Company, the Audit Committee, or the Central Government. Further, no frauds committed by the officers or employees of the Company were brought to the notice of the Audit Committee by the Auditors during the year.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy of the Company is available on its website at the following link: https://www.gpecosolutions.com/ wp-content/uploads/2024/02/CSR-Policy.pdf

The Annual Report on CSR activities for the financial year 2024-25 is attached as Annexure C to this Boards Report, in the format prescribed under the Companies (CSR Policy) Rules, 2014.

20. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report.

The statement containing particulars of employees as required under Rule 5(2) and 5(3) of the said Rules is provided in "Annexure D" and forms part of this Report.

21. VARIOUS POLICIES

The Company ensures that all policies applicable to its operations are periodically reviewed, updated, and amended, in line with statutory requirements and industry best practices. The updated versions of these policies are promptly uploaded on the Companys website, ensuring transparency and easy accessibility for all stakeholders.

22. CORPORATE GOVERNANCE

Pursuant to Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance under Regulation 27 are not applicable to the Company.

23. RISK MANAGEMENT

The Company adopts a structured, integrated approach to risk management, aligned with its corporate strategy and operational processes. A Board-approved Risk Management Policy guides risk identification, mitigation, and monitoring across all business units.

While not required to form a Risk Management Committee under SEBI regulations, the Company maintains strong internal controls, division-specific risk procedures, and regular internal audits reviewed by the Audit Committee. Foreign exchange risks are managed as per the approved Forex Manual.

Succession planning is embedded into the framework to ensure leadership continuity. The Risk Management Policy is available on the Companys website: https:// www.gpecosolutions.com/investors

24. RELATED PARTY TRANSACTIONS

During FY 2024-25, all Related Party Transactions (RPTs) were conducted in the ordinary course of business and at arms length, in compliance with Section 188 of the Companies Act, 2013 and relevant SEBI LODR Regulations. All transactions received prior approval of the Audit Committee, including omnibus approvals for repetitive transactions.

While the Company voluntarily adheres to good governance practices, it is exempt from Regulation 23 of SEBI LODR as it is listed on the SME Exchange (per Regulation 15(2)). Shareholder approval was obtained for material RPTs, where applicable.

Details of RPTs are provided in Form AOC-2 (Annexure-B), and disclosures are included in Notes J and K of the standalone financial statements, in line with Ind AS 24. The Company affirms that none of the Directors had any pecuniary transactions with the Company other than those disclosed.

The RPT Materiality Policy is available on the Companys website: https://www.gpecosolutions.com/wp-content/ uploads/2024/05/Materiality Policy.pdf

25. LOANS, GUARANTEES, AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014, the Company is empowered to grant loans, provide guarantees, and make investments, subject to prescribed limits and with the approval of the Board and/or shareholders, as applicable.

During the financial year ended March 31, 2025, the Company, in the ordinary course of its business, extended loans and made investments in compliance with the provisions of Section 186. These transactions were within the prescribed limits and aligned with the Companys strategic and operational objectives. The details of such guarantee, loans and investments are disclosed in Note 11 and Note 16 of the standalone financial statements, which form an integral part of this Annual Report.

The Company follows a prudent financial management approach and ensures that all le1nding and investment decisions are made after conducting due diligence and with proper risk assessment, strictly in accordance with the statutory provisions and in the best interests of the Company and its stakeholders.

26. FOREIGN EXCHANGE EARNINGS AND OUTGO

• Foreign Exchange Earned: NIL

• Foreign Exchange Outgo:

• Imports: USD 19.83 Lakhs (H1,725.52 Lakhs)

• Foreign Travel: USD 0.12 Lakhs (H10.06 Lakhs)

27. CONSERVATION OF ENERGY

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3)(A) of the Companies (Accounts) Rules, 2014, the Company has taken the following steps towards conservation of energy during the financial year under review:

(i) Steps taken or impact on conservations of energy:

• Use of energy-efficient machinery and equipment across operational processes.

• Adoption of eco-friendly and recyclable packaging materials to minimize energy usage in production and logistics.

• Regular monitoring and control of power consumption across all departments to identify wastage and improve efficiency.

• Promotion of energy-conscious practices among employees.

(ii) Steps taken by the Company for utilizing alternate sources of energy:

• Evaluation of the feasibility of adopting renewable energy sources, such as solar power, for operational use.

• Use of natural lighting and ventilation wherever practical to reduce dependency on electrical energy.

(iii) Capital investment on energy conservation equipment:

• During the year, the Company made modest capital investments in upgrading to energy- efficient lighting and equipment, which are expected to result in long-term energy savings.

The Company remains committed to its responsibility towards sustainable and energy- efficient business practices.

28. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to providing a safe and secure work environment free from sexual harassment for all its employees, irrespective of their gender. In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder (collectively referred to as the "POSH Act") and pursuant to the disclosure requirements under [Rule 8(5)(x) of the Companies (Accounts) Rules, 2014], the Company has constituted an Internal Complaints Committee (ICC) to redress complaints regarding sexual harassment at the workplace.

During the financial year ended March 31,2025:

• The Company received no complaints pertaining to sexual harassment at the workplace.

• The Internal Complaints Committee functioned effectively during the year.

• There are zero number of cases pending for more than ninety days.

29. MATERNITY BENEFITS

The Company remains committed to promoting a healthy and supportive work environment for its women workforce. The Company has complied with the provisions of the Maternity Benefit Act, 1961, including the amendments made thereto.

30. DETAILS OF APPLICATIONS/PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE (IBC), 2016

During the financial year ended March 31, 2025, no application or proceeding was initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC). Accordingly, no disclosure under this head is applicable.

31. DETAILS OF ONE-TIME SETTLEMENT (OTS) AND VALUATION DIFFERENCES, IF ANY

During the year under review, the Company has not entered into any One-Time Settlement (OTS) with any bank or financial institution. As such, no valuation adjustments or differences on account of such settlements are required to be reported.

32. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014] read with [Section 134(5)(e) of the Companies Act, 2013], theBoardofDirectors confirms that the Company has laid down adequate Internal Financial Controls (IFC) with reference to the financial statements and that such controls are operating effectively.

The internal financial control system is structured to ensure:

• Accuracy and reliability of financial reporting;

• Maintenance of proper accounting records;

• Safeguarding of assets;

• Prevention and detection of frauds and errors;

• Compliance with applicable laws and regulations;

• Timely preparation of financial statements in accordance with applicable accounting standards.

These controls are reviewed by the Internal Audit function, evaluated by the Audit Committee, and tested regularly for effectiveness.

Further, as required under [Section 143(3)(i) of the Companies Act, 2013], the statutory auditors have also issued their opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting, and have not reported any material weakness in the design or operation of such controls during the year under review.

The Board is of the opinion that the internal financial controls with reference to the financial statements are adequate and operating effectively.

33. DETAILS RELATING TO DEPOSITS

Pursuant to the provisions of Section 73 to 76A of the Companies Act, 2013 read with Rule 8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014, the Company hereby discloses:

• Details of deposits accepted, unpaid/unclaimed, and any defaults in repayment or interest during the year;

• Particulars of deposits not in compliance with Chapter V of the Act.

34. SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS/ COURTS/ TRIBUNALS

Pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, the Board confirms that no significant or material orders were passed by any regulators, courts, or tribunals during the year which would impact the going concern status or future operations of the Company.

35. ACKNOWLEDGEMENTS

Our Directors are highly grateful for the continued guidance, support, and cooperation received from the Government of India, the Government of various States, and all the concerned regulatory authorities, departments, and agencies.

We also extend our sincere thanks to the Companys shareholders, customers, vendors, suppliers, channel partners, and business associates for their steadfast trust, support, and confidence in GP Eco Solutions India Limited.

The Board would like to place on record its deep appreciation for the dedicated efforts and valuable contributions of all employees across all levels. Their commitment, professionalism, and integrity have played a key role in the Companys progress and achievements.

Your Directors look forward to the continued support of all stakeholders in the future journey of the Company.

For and on behalf of the Board of Directors

GP Eco Solutions India Limited

Sd/-

Pradeep Kumar Pandey

Chairman