DEAR MEMBERS,

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

FINANCIAL RESULTS AND OPERATIONS REVIEW:

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

STATE OF COMPANY AFFAIRS

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

DIVIDEND AND RESERVES

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

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

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

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

Capital Structure

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

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

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

Authorised Share Capital:

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

The Company's Authorized share capital also increased from Rs. 40,00,000 (Rupees Forty Lakh) comprising of 8.00. 000 (Eight Lakh) equity shares of Rs. 5/- to Rs. 7,50,00,000/- (Rupees Seven Crore Fifty Lakh) comprising of 1.50.00. 000 (One Crore Fifty Lakh) equity shares of Rs. 5/-.

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

Paid Up Share Capital:

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

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

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

ALTERATION OF MEMORANDUM OF ASSOCIATION

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

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

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

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

ALTERATION OF ARTICLES OF ASSOCIATION

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

CHANGE OF NAME OF THE COMPANY

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

CHANGE IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

Initial Public Offer:

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

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

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

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

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES

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

SECRETARIAL STANDARDS

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

Appointment/ Re-Appointment

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

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

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

Retire by Rotation

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

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

Cessation

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

Independent Directors

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

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

Key Managerial Personnel

Mr. Dinesh Pareekh- Director

Mr. Sachin Sharma - Managing Director

Mr. Amar Jeet - Chief Financial Officer

Mr. Vijay Kumar Sharma - Company Secretary & Compliance Officer

DECLARATIONS OF INDEPENDENT DIRECTORS

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31,2024 and of the profit of the Company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS

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

BOARD OF DIRECTORS:

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

Composition of Board:

Board Meetings:

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

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

Independent Directors Meetings:

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

AUDIT COMMITTEE:

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

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

Composition of Audit Committee:

Audit Committee Meeting:

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

Financial Reporting and Related Processes:

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

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

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

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

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

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

NOMINATION AND REMUNERATION COMMITTEE:

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

Composition of Nomination and Remuneration Committee:

Nomination and Remuneration Committee Meeting:

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

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

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

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

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

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

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

STAKEHOLDER'S RELATIONSHIP COMMITTEE:

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

Composition of Stakeholders' Relationship Committee:

Stakeholders' Relationship Committee Meeting:

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

The terms of reference of the Committee are:

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

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

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

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

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

• Monitoring expeditious redressal of investors / stakeholders grievances;

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

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

Mr. Vijay Kumar Sharma, Company Secretary of the Company is the Compliance Officer

Corporate Social Responsibility Committee:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

STATUTORY AUDITORS:

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

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

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

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

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

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

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

INTERNAL AUDITORS:

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

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

SECRETARIAL AUDITOR

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

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

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

ANNUAL RETURN

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, The annual return in Form No. MGT-7 for the financial year 2022- 23 will be available on the website of the Company (www.gemrecycling.com). The due date for filing annual return for the financial year 2023-24 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company as is required in terms of Section 92(3) of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

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

Annual Report on CSR is enclosed as Annexure-1.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

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

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

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

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

FOR PREVENTION OF INSIDER TRADING

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

• Code of Practices for Prevention of Insider Trading and

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

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

CORPORATE GOVERNANCE REPORT

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

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

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

VIGIL MECHANISM

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

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

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

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

BOARD EVALUATION

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

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

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

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

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

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

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

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

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

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

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

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

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

The evaluation frameworks were the following key areas:

1. For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties,

• Role and functions

2. For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

RISK MANAGEMENT POLICY

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

RELATED PARTY TRANSACTIONS

The transactions entered into with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definition Details) Rules, 2014 were in the ordinary course of business and at arm's length basis. There were no materially significant transactions with related parties during the Financial Year 2023-24 which were in conflict with the interest of the Company.

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

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

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

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

PARTICULARS OF EMPLOYEES

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

A. Conservation of Energy, Technology Absorption

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

B. Foreign Exchange earnings and Outgo

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

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

ACKNOWLEDGEMENTS AND APPRECIATION

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

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