Your Directors take pleasure in presenting to you their Thirty Eighth Annual Report of your Company together with Audited Financial
Statements for the Financial Year ended on 31^st March, 2025.

1. FINANCIAL PERFORMANCE

The financial performance of your Company on standalone basis for the year ended 31^st March, 2025 is highlighted below:

Amount (Rs in Lakhs)

The financial performance of your Company on consolidated bases for the year ended 31^st March, 2025 is highlighted below:

Detailed analysis of the Financial and Operational
Performance of the Company has been given in the
Management Discussion and Analysis forming part of this
Annual Report.

2. CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as “SEBI Listing
Regulations”) and applicable provisions of the Companies
Act, 2013 read with the Rules issued there under, the
Consolidated Financial Statements of the Company
for the Financial Year 2024-25 have been prepared in
compliance with applicable Accounting Standards and on
the basis of Audited Financial Statements of the Company
and its subsidiary and Audited Financials of its associate,
as approved by the respective Board of Directors.

The Consolidated Financial Statements together with
the Auditors’ Report form part of this Annual Report.
The Audited Standalone and Consolidated Financial
Statements for the Financial Year 2024-25 shall be laid
before the Annual General Meeting for approval of the
Members of the Company.

3. SHARE CAPITAL

The paid-up equity share capital of the Company as on
31^st March, 2025 was Rs. 10,98,50,000 (Rupees Ten Crore
Ninety-Eight Lakhs and Fifty Thousand only) comprising of
10,98,50,000 equity shares of Re. 1/- each. The Company
has neither issued shares with differential voting rights nor
sweat equity.

There was no change in the Share Capital of the Company
during the year.

4. DIVIDEND

Your Directors have not recommended any dividend for
the Financial Year ended 31^st March, 2025.

In accordance with Regulation 43A of the SEBI Listing
Regulations, the Company has formulated a ‘Dividend
Distribution Policy’ and details of the same have been
uploaded on the Company’s website https://www.
gfllimited.co.in/pdf/company policies/gfl%20limited
dividend distribution policv.pdf.

5. TRANSFER OF UNAPID DIVIDEND /
UNCLAIMED AMOUNT AND SHARES TO
INVESTOR EDUCATION AND PROTECTION
FUND

During the year under review, the Company has credited
Unpaid Dividend (Interim - FY 2016 -17) aggregating to Rs
30.03 lakhs to the Investor Education and Protection Fund
(IEPF) pursuant to the provisions of the Companies Act,
2013.

In accordance with the provisions of Companies Act,
2013, the Company during the Financial Year 2024-25,
has transferred 88,247 equity shares of Re. 1 each, to
the credit of IEPF Authority, in respect of which dividend
had not been paid or claimed by the members for seven
consecutive years. The Company has uploaded on its
website the details of unpaid and unclaimed amounts
lying with the Company as on date of last Annual General
Meeting (i.e. 18^th September, 2024) and details of shares
transferred to IEPF. The aforesaid details are available on
the Company’s website http://www.gfllimited.co.in/IEPF_
Shares.html and can be accessed at the website of the
IEPF Authority (www.iepf.gov.in).

The voting rights on the shares transferred to IEPF Authority
shall remain frozen till the rightful owner claims the shares.

6. TRANSFER TO RESERVES

During the year under review, the Company has not
transferred any amount to the General Reserves.

7. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

DIRECTORS

Appointment:

Since the end of the financial year and up to the date of this
Report, pursuant to the provisions of Section 149, 150, 152
read with Schedule IV and Section 161(1) of the Companies
Act, 2013 read with the Companies (Appointment and
Qualification of Directors) Rules, 2014, and other applicable
provisions, sections, rules of the Companies Act, 2013 and
Regulation 17 of the SEBI Listing Regulations, Mr. Sudip
Mullick (DIN: 06942241) was appointed as an Additional
Independent Director of the Company on 25^th April, 2025.

He was subsequently regularized as an Independent
Director of the Company by the Members through a
special resolution passed by way of postal ballot on 05^th
June, 2025.

Re-appointment:

During the year under review, pursuant to the provisions of
Section 152 of the Companies Act, 2013, Mr. Siddharth Jain
(DIN: 00030202), was re-appointed as a Non- Executive
Director of the Company as he was liable to retire by
rotation.

Director liable to retire by rotation:

Mr. Pavan Kumar Jain (00030098), who retires by rotation
and being eligible, offers himself for re-appointment.
A resolution seeking shareholders’ approval for his re¬
appointment along with other required details forms part
of the Notice of Annual General Meeting.

Retirement/Resignation:

Ms. Vanita Bhargava (DIN: 07156852), who had completed
her two terms aggregating to 10 years as an Independent
director of the Company, retired with effect from close of
27^th April, 2025.

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, the Board
has designated the following persons as Key Managerial
Personnel of your Company:

• Mr. Devendra Kumar Jain, Managing Director

• Mr. Dhiren Asher, Chief Financial Officer

• Mr. Vineesh Vijayan Thazhumpal, Company Secretary
(resigned w.e.f 20^th July, 2024)

• Mr. Lakhan Laxmi Rajam Shamala, Company
Secretary & Compliance Officer (Appointed w.e.f. 01^st
October, 2024)

8. NOMINATION AND REMUNERATION POLICY

The Company has in place a Nomination and Remuneration
Policy for the Directors, Key Managerial Personnel, Senior
Management and other Employees pursuant to the
provisions of the Act and Regulation 19 of the SEBI Listing
Regulations.

The Nomination and Remuneration Policy of the Company
is uploaded on the Company’s website http://www.
gfllimited.co.in/pdf/company policies/gfl%20limited
nomination and remuneration policy.pdf. Salient features
and objectives of the Policy are as follows:

a. To lay down criteria for identifying persons who
are qualified to become Directors and who may be
appointed in Senior Management of the Company in
accordance with the criteria laid down by Nomination
and Remuneration Committee and recommend to
the Board their appointment and removal;

b. To formulate criteria for determining qualification,
positive attributes and Independence of a Director;

c. To evaluate whether to extend or continue the term
of appointment of the independent director, on the
basis of the report of performance evaluation of
independent directors;

d. To determine the composition and level of
remuneration, including reward linked with the
performance, which is reasonable and sufficient to
attract, retain and motivate Directors, KMP, Senior
Management Personnel & other employees to work
towards the long term growth and success of the
Company;

e. To recommend to the board, all remuneration, in
whatever form, payable to senior management;

f. To formulate criteria for evaluation of performance of
independent directors and the board of directors;

g. Devising a policy on diversity of board of directors;
and

h. To formulate 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 and other employees.

During the year under review, no remuneration or
commission was paid to the Managing Director.

9. DECLARATION OF INDEPENDENCE

The Company has received declarations from all the
Independent Directors confirming that they meet the
criteria of independence as prescribed under the
provisions of Section 149 (6) of the Companies Act read
with the Schedules and Rules issued thereunder as well
as Regulation 16 of the SEBI Listing Regulations (including
any statutory modification(s) or re-enactment(s) thereof
for the time being in force). There has been no change
in the circumstances affecting their status as Independent
Directors of the Company. Further, all Independent
Directors of the Company have registered their names in
the Independent Directors’ Databank.

The Independent Directors have complied with the code
for Independent Directors prescribed in Schedule IV of the
Companies Act.

10. FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

Details of Familiarisation Programme for Independent
Directors are given in the Corporate Governance Report,
which forms part of this Annual Report.

11. PERFORMANCE EVALUATION

Performance Evaluation forms containing criteria for
evaluation of Board as a whole, Committees of the Board
and individual Directors and Chairperson of the Company
were sent to all the Directors with a request to provide their
feedback to the Company on the Annual Performance
Evaluation of Board as a whole, Committees of Board,
Individual Directors and Chairperson of the Company,
fulfillment of the independence criteria and independence
of Independent Directors from the management for the
Financial Year 2024-25. Further, based on the feedback
received by the Company, the members of Nomination
and Remuneration Committee at their Meeting held on
25^th April, 2025 had noted that the Annual Performance of
each of the Directors is highly satisfactory and decided to
continue the terms of appointment of all the Independent
Directors of the Company.

12. MEETINGS OF THE BOARD

During the year under review, Four (4) Meetings of the
Board of Directors of the Company.

The details of the meetings of the Board of Directors of the
Company held and attended by the Directors during FY
24-25 are provided in the Corporate Governance Report,
forming part of this Report.

13. AUDIT COMMITTEE

The Composition of Audit Committee is disclosed in the
Corporate Governance Report which forms part of this
Annual Report.

The Board accepted the recommendations of the Audit
Committee whenever made by the Committee during the
year.

14. DIRECTORS’ RESPONSIBILITY STATEMENT
AS PER SUB-SECTION (5) OF SECTION 134 OF
THE COMPANIES ACT, 2013

To the best of their knowledge and belief and according
to the information and explanations obtained by your
Directors, they make the following statements in terms of
Section 134(3) (c) of the Companies Act, 2013:

i. in the preparation of the Annual Accounts for the
Financial Year ended 31^st March, 2025, the applicable
Accounting Standards and Schedule III of the
Companies Act, 2013, have been followed and there
are no material departures from the same;

ii. the Directors had 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/Loss of the Company for that period;

iii. the Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

iv. the Directors had prepared the Annual Accounts on
a going concern basis;

v. the Directors had laid down Internal Financial
Controls to be followed by the Company and that
such Internal Financial Controls were adequate and
were operating effectively; and

vi. 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. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE

There are no orders passed by the regulators or courts
or tribunals impacting the going concern status and the
Company’s operations in future.

16. PARTICULARS OF LOANS GIVEN,
INVESTMENTS MADE, GUARANTEES GIVEN
AND SECURITIES PROVIDED

Particulars of investments made under section 186 of the
Companies Act are disclosed in the Standalone Financial
Statements of the Company. The Company has not given
any loan or provided any securities or given any guarantee
during the year covered under Sections 185 and 186 of the
Companies Act. Please refer to Note nos. 8 and 26 to the
Standalone Financial Statements of the Company.

17. CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES

All contracts / arrangements / transactions entered by the
Company during the year under review with Related Parties
are approved by the Audit Committee and/or Board, as
per the provisions of Section 188 of the Companies Act,
2013 read with the Rule 15 of the Companies (Meetings
of Board and its Powers) Rules, 2014 and Regulation 23
of the SEBI Listing Regulations. During the year under
review, the Company had not entered into any contract /
arrangement / transaction with Related Parties which could
be considered material in accordance with the Policy of
the Company on materiality of Related Party Transactions.

The Policy on materiality of Related Party Transactions and
dealing with Related Party Transactions as approved by
the Board may be accessed on the Company’s website at
the link: https://www.gfllimited.co.in/pdf/company policies/
GFL Limited-RPT Policv.pdf

All transactions entered with Related Parties for the year
under review were on arm’s length basis and hence,
disclosure in Form AOC -2 is not required to be annexed
to this report.

18. DEPOSITS

The Company has not accepted any deposits covered
under Chapter V of the Companies Act.

19. SUBSIDIARY COMPANY AND ASSOCIATE
COMPANY

A separate statement containing the salient features of
financial statements of Subsidiary and Associate Company
of the Company forms a part of consolidated financial
statements in compliance with Section 129 and other
applicable provisions, if any, of the Companies Act, 2013.
In accordance with Section 136 of the Companies Act,
2013, the financial statements of the subsidiary company
and associate company are available for inspection by the
members at the Registered Office of the Company during
business hours on all days except Saturdays, Sundays
and public holidays upto the date of the Annual General
Meeting (“AGM”). Any member desirous of obtaining a copy
of the said financial statements may write to the Company
Secretary at the Registered Office of the Company. The
financial statements including the consolidated financial
statements, financial statements of subsidiary and all other
documents required to be attached to this report have
been uploaded on the website of the Company www.
gfllimited.co.in. The Company has formulated a policy
for determining material subsidiaries. The policy may
be accessed on the website of the Company at the link:
https://www.gfllimited.co.in/pdf/company policies/gfl%20
limited material subsidiary company policy.pdf.

The Report on the performance and financial position of
each of the Subsidiaries and Associates of the Company is
annexed to this report in Form no AOC-1 pursuant to first
proviso to sub-section (3) of Section 129 of the Companies
Act, 2013 and Rule 5 of the Companies (Accounts) Rules,
2014 is annexed to this report as Annexure A.

20. INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Controls
commensurate with its size and nature of its business.
The Board has reviewed Internal Financial Controls of the
Company and the Audit Committee monitors the same in
consultation with Internal Auditor of the Company.

21. VIGIL MECHANSIM

The Company has established a vigil mechanism vide its
Whistle Blower Policy to deal with instance of fraud and
mismanagement, if any.

The details of the policy have been disclosed on the
Company’s website at https://www.gfllimited.co.in/pdf/
company policies/gfllimited whistleblower policy.pdf .

22. INDEPENDENT AUDITOR’S REPORT

There are no reservations, modifications or adverse
remarks in the Independent Auditor’s Report. The notes
forming part of the accounts are self-explanatory and do
not call for any further clarifications under Section 134 (3) (f)
of the Companies Act, 2013.

23. INDEPENDENT AUDITORS

The Members of the Company, at their 35^th Annual General
Meeting held on 26^th September, 2022 had appointed M/s.
Patankar & Associates, Chartered Accountants, Pune, as
Independent Auditors of the Company from the conclusion
of 35^th Annual General Meeting until conclusion of 40^th
Annual General Meeting of the Company.

24. COST AUDITORS

In terms of Section 148 of the Companies Act read with
the Companies (Cost Records and Audit) Rules, 2014, the
Company is not required to appoint the Cost Auditor.

25. SECRETARIAL AUDITORS

In terms of Section 204 of the Companies Act, 2013 read
with Rule 9 of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2013, the Company has
appointed Dhrumil M. Shah & Co. LLP, Practicing Company
Secretaries (FCS: 8021; CP: 8978), to conduct Secretarial
Audit of the Company for Financial Year 2024-25.

The Secretarial Audit Report given by Dhrumil M. Shah &
Co. LLP, Practicing Company Secretaries (FCS: 8021; CP:

8978), for the financial year 2024-25, is annexed herewith
as Annexure B in Form no. MR-3. The Secretarial Audit
Report does not contain any qualification, reservation or
adverse remark.

In terms of amended Regulation 24A of the SEBI Listing
Regulations, the Company proposes to appoint Dhrumil
M. Shah & Co. LLP, Practicing Company Secretaries (FCS:
8021; CP: 8978), holding Peer Review Certificate No.
6459/2025 as the Secretarial Auditors of the Company
to hold office for a period of five consecutive years
commencing from financial year 2025-26 till financial year
2029-30, subject to approval of the shareholders at the
ensuing Annual General Meeting of the Company.

Dhrumil M. Shah & Co. LLP, Practicing Company
Secretaries (FCS: 8021; CP: 8978), have confirmed they are
not disqualified from being appointed as the Secretarial
Auditors of the Company and satisfy the prescribed
eligibility criteria.

For further details on the proposed appointment of
Secretarial Auditors, please refer to the Notice of the AGM.

26. SECRETARIAL STANDARDS

During the year under review, the Company has complied
with the applicable provisions of the Secretarial Standards.

27. DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS OTHER THAN THOSE WHICH
ARE REPORTABLE TO THE CENTRAL
GOVERNMENT

The Statutory Auditors and the Secretarial auditors of
the Company have not reported any frauds to the Audit
committee or the Board of Directors under Section 143 (12)
of the Companies Act, including rules made thereunder.

28. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management’s Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34 of the
SEBI Listing Regulations is presented in a separate Section
forming part of this Annual Report.

29. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Para C of Schedule V
of the SEBI Listing Regulations, the Corporate Governance
Report of the Company for the year under review and the
Auditors’ Certificate regarding compliance of conditions
of Corporate Governance is annexed to this report as
Annexure E.

In compliance with the requirements of Regulation 17 of the

SEBI Listing Regulations, a certificate from the Managing
Director and Chief Financial Officer of the Company, who
are responsible for the finance function, was placed before
the Board.

All the Board Members and Senior Management Personnel
of the Company had affirmed compliance with the Code of
Conduct for Board and Senior Management Personnel. A
declaration to this effect duly signed by the Chairman and
Managing Director is annexed as a part of the Corporate
Governance Report.

30. BUSINESS RESPONSIBILITY AND

SUSTINABILITY REPORT

The requirement to submit a Business Responsibility and
Sustainability Report (“BRSR”) as per Regulation 34 of the
SEBI Listing Regulation is not applicable to the Company,
in view of Regulation 3 (2B) of the SEBI Listing Regulations,
as the Company remains outside the prescribed threshold
for a period of three consecutive years.

31. EXTRACT OF ANNUAL RETURN

In terms of Section 92 (3) of the Companies Act, 2013
read with Rule 12 of the Companies (Management
& Administration) Rules, 2014, the Annual Return
has been placed on the website of the Company at
www.gfllimited.co.in.

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

Information in respect of conservation of energy,
technology absorption, foreign exchange earnings and
outgo required to be given pursuant to Section 134 of the
Companies Act, 2013, read with Rule 8 of the Companies
(Accounts) Rules, 2014, is not applicable to the Company.

33. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details
as required under Section 197 (12) read with Rule 5 (1)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed to this
report as Annexure D.

In accordance with the provisions of Section 197 (12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the name and
other particulars of the employees drawing remuneration
in excess of the limits set out in the said rule is annexed to
this report.

In terms of Section 136 of the Companies Act, 2013, the
Report and Accounts are being sent to the Members of the

Company excluding information on employees’ particulars
which is available for inspection by the Members at the
Registered Office of the Company during the business
hours on working days of the Company up to the date of
the ensuing Annual General Meeting.

34. CORPORATE SOCIAL RESPONSIBILITY
ACTIVITIES

The Corporate Social Responsibility (“CSR”) Committee
of the Company comprises of Ms. Girija Balakrishnan,
Independent Director, Mr. Devendra Kumar Jain, Managing
Director and Mr. Pavan Kumar Jain, Director of the
Company. The CSR Policy of the Company is disclosed on
the website of the Company which can be viewed at http://
www.gfllimited.co.in/pdf/company policies/gfllimited csr
policy.pdf.

The report on CSR activities as per Companies (Corporate
Social Responsibility) Rules, 2014 is annexed to this Report
as Annexure C.

35. INSURANCE

The Company’s property and assets have been adequately
insured.

36. RISK MANAGEMENT

The Company has minimal risks as it holds investment
in its subsidiaries/associates. The Company proactively
identifies its business risks and systemically resolves all
the risks.

37. INSOLVENCY AND BANKRUPTCY

The Company has not made any application or no
proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 during the year and hence not
being commented upon.

38. INFORMATION UNDER THE SEXUAL
HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of The Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Your Company has
formed an Internal Complaints Committee (“ICC”) to redress
complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees)
are covered under this Policy.

The following is the summary of sexual harassment
complaints received and disposed of during the year
2024-25.

Hence, the company has complied with provisions relating
to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

39. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE
REPORT

There are no material changes and commitments affecting
the financial position of the Company which have occurred
between the end of the Financial Year of the Company to
which the Financial Statements relate and the date of this
report.

40. PROCEEDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and
Bankruptcy Code hence the requirement to disclose the
details of application made or any Proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year along with their status as at the end
of the financial year is not applicable.

41. 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

The requirement to disclose the 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, is not applicable.

42. STATEMENT BY THE COMPANY WITH RESPECT
TO THE COMPLIANCE OF THE PROVISIONS
RELATING TO THE MATERNITY BENEFIT ACT
1961

The Company has complied with the applicable
provisions of the Maternity Benefit Act, 1961, including
the amendments thereto. The Company is committed
to supporting the health and well-being of its women
employees and ensures that all eligible employees are

extended the benefits as prescribed under the Companies
Act.

43. ACKNOWLEDGEMENT

Your directors express their gratitude to all other external
agencies for the assistance, co-operation and guidance
received. Your directors place on record their deep sense
of appreciation for the dedicated services rendered by the
workforce of the Company.

By order of the Board of Directors
Devendra Kumar Jain

Place: New Delhi Chairman and Managing Director

Date: 13^th August, 2025 DIN: 00029782