Your directors are pleased to present the 12^th Annual Report of the Company covering the operating and
financial performance together with the Audited Standalone Financial Statements and the Auditors’
Report thereon for the Financial Year ended on March 31,2025.

1. FINANCIAL RESULTS AND REVIEW OF OPERATIONS:

The financial highlights of the Company during the period ended March 31,2025 are as below:

2. STATE OF COMPANY AFFAIRS

GEM Enviro Management Limited is a Waste Management Agency dedicated to building a greener and
more responsible future. With a PAN-India presence and a strong network of waste collectors and
recyclers, GEM enables businesses across sectors to reduce their environmental impact through
efficient and responsible solutions.

Our comprehensive range of services spans across:

• Extended Producer Responsibility (EPR) Credits for diverse waste streams including Plastics, E-
waste, and Batteries.

• Waste collection and transportation, ensuring efficient transfer of waste to authorized recyclers
across India.

• ESG (Environmental, Social, and Governance) Consulting, helping organizations align with global
sustainability standards.

• Information, Education and Communication (IEC) activities, creating awareness among the
general public on responsible waste disposal, reuse, recycling, and sustainable waste
management practices.

Further strengthening its position as a holistic sustainability partner, GEM is expanding into ESG-focused
infrastructure and wastewater management solutions. These sustainability driven initiatives complement
our existing strengths in plastic and e-waste EPR services, reinforcing GEM’s leadership as a
comprehensive solutions provider in the India's ESG landscape.

During the financial year ended March 31, 2025, your Company’s revenue from operations was Rs.
5,920.04 (in Lakhs) as against Rs. 3,356.18 (in Lakhs) of the previous year. The Company has made Net
Profit of Rs. 608.66 (in Lakhs) as against Rs. 1,129.72 (in Lakhs) of the previous year.

3. TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the General Reserve.

4. DIVIDEND

During the financial year under review, the Company has paid the Final Dividend of Rs. 0.50/- (10%) per
equity share of Face value of Rs. 5 /- each fully paid for the financial year 2023-24.

Further, the Board of Directors of the Company are pleased to recommended the final Dividend of Rs.
0.25/- (5%) per equity share of Face value of Rs. 5 /- each fully paid for the financial year 2024-25. The
final dividend shall be payable post shareholder’s approval at the ensuing Annual General Meeting
(“AGM”) of the Company, to the eligible shareholders within the prescribed timeline in accordance with
the applicable laws.

5. INITIAL PUBLIC OFFER (IPO)

The Company came out with an Initial Public Offer (IPO) of equity shares in accordance with SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018, wherein 14,97,600 Equity Shares of Rs. 5/-
each were issued as Fresh Issue and 44,92,800 Equity Shares of Rs. 5/- each were issued as Offer for
Sale (OFS).

The public issue was opened on June 19,2024 and closed on June 21,2024 for all the applicants at an
offer price of Rs. 75/- per equity share, including a share premium of Rs. 70/- per equity share aggregating
to Rs. 4492.80 Lakhs.

The Equity shares of the Company were listed on BSE SME Platform with effect from June 26,2024.
The Company has paid requisite annual listing fees to BSE Limited (BSE) where its securities are listed.

6. SHARE CAPITAL

A. Authorized Share Capital

During the financial year under review, there was no change in the Authorized Share Capital of the
Company. On March 31, 2025, the Authorized share capital of the Company was Rs. 15,00,00,000/-
(Rupees Fifteen Crores only) comprising of 3,00,00,000 (Three Crores) equity shares of Rs. 5/- (Rupees
Five only) each.

B. Paid Up Share Capital

During the financial year under review, the paid-up share capital of the Company increased pursuant to
the fresh issue of 14,97,600 (Fourteen Lakh Ninety-seven Thousand Six Plundred) equity shares through
an Initial Public Offering.

As a result, the paid-up share capital of the Company rose from Rs. 10,52,64,000 (Rupees Ten Crore
Fifty-Two Lakh Sixty-Four Thousand only) comprising of 2,10,52,800 (Two Crore Ten Lakh Fifty-Two
Thousand Eight Hundred) equity shares of Rs. 5 (Rupees Five only) each to Rs. 11,27,52,000 (Rupees
Eleven Crore Twenty-Seven Lakh Fifty-Two Thousand only) comprising of 2,25,50,400 (Two Crore
Twenty-Five Lakh Fifty Thousand Four Hundred) equity shares of Rs. 5 (Rupees Five only) each.

7. CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, there is no change in the nature of the business of the Company.

8. SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES

As on March 31,2025, the Company has one Wholly Owned Subsidiary namely GEM Green Infra Tech
Private Limited, which was incorporated on March 21,2025. Furthermore, the Company does not have
any joint ventures or associate companies.

Directors

Appointment and Cessation

Mrs. Mamta Gupta (DIN: 02789086) has tendered her resignation and ceased to be the Non- Executive
Independent Director of the Company with effect from the close of business hours on May 12, 2025.
Consequently, she ceased to be a member in the various committees of the Board of Directors of the
Company. The Board praised her valuable guidance and contribution to the Company during her
association with the Company.

With a view to broad base the Board and to fill the vacancy created on the Board due to resignation of
Mrs. Mamta Gupta, the Board of Directors of the Company, on the recommendation of Nomination and
Remuneration Committee, at their meeting held on Friday, August 01,2025 had appointed Ms. Sandhya
Kohli (DIN: 10527387) as an Additional Director in the category of Non- Executive Independent Director
with effect from August 01,2025, for the first term of five consecutive years, subject to the approval of
shareholders of the Company in the ensuing AGM and shall not be liable to retire by rotation. Based on
the recommendation of the Nomination and Remuneration Committee, the Board of directors
recommend the proposal of her appointment for consideration of the shareholders at the ensuing AGM
of the Company.

Retire by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 (“the Act”), Mr. Sachin Sharma (DIN:
05281526), Managing Director of the Company is liable to retire by rotation at the ensuing AGM and being
eligible, offers himself for re-appointment.

Based on the performance evaluation, your directors recommend the proposal of his re-appointment for
consideration of the shareholders at the ensuing AGM of the Company.

Brief profile of the Directors proposed to be appointed/ reappointed as required under Regulation 36(3)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations, 2015") and Secretarial Standard - II on General meetings (SS2) issued by the Institute of
Company Secretaries of India (ICSI), are provided in the Notice of 12^th AGM of the Company.

Kev Managerial Personnel's
Appointments and Cessations

Mr. Vijay Kumar Sharma has tendered his resignation from the position of Company Secretary of the
Company with effect from the close of business hours on December 18, 2024, on account of personal
reasons.

Mr. Amar Jeet ceased to be acting as the Chief Financial Officer of the Company with effect from the
close of business hours on January 13,2025.

The Board expresses their gratitude and appreciation towards Mr. Vijay Kumar Sharma and Mr. Amar
Jeet, for all the co-operation, support and guidance provided to the Board and Management, during their
association with the Company in the respective roles.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of
the Company had appointed Mr. Bhubanesh Pinani as Chief Financial Officer of the Company and Ms.
Tripti Goyal (Membership No.: ACS73180) as Company Secretary and Compliance Officer of the
Company with effect from January 14,2025.

10. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received the declaration from all the Independent Directors confirming that they meet
the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI
Listing Regulations, 2015 and comply with the code for Independent Directors as specified under
Schedule IV of the Act and that they are not aware of any circumstances or situation, which exist or may
be reasonably anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgement and without any external influence.

All Independent Directors have also confirmed that they have registered themselves with the databank
maintained by the Indian Institute of Corporate Affairs pursuant to Section 150 of the Act read with the
rules made thereunder.

In the opinion of the Board, all the Independent Directors of the Company possess requisite qualifications,
experience and expertise and hold highest standards of integrity to discharge the assigned duties and
responsibilities as mandated by the Act and SEBI Listing Regulations, 2015 diligently.

Familiarisation Programme

The Company proactively keeps its directors informed about the activities of the Company, nature of the
industry in which the Company operates, its management and its operations. The policy on familiarization
programme of Independent Directors is available on the Company's website at

https://aemrecvclina.com/policies1/

Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, the Shareholders
of the Company in their 11^th AGM held on September 30, 2024, had appointed M/s Rajiv Mehrotra &
Associates, Chartered Accountants (Firm Reg. Number: 002253C) as the Statutory Auditors of the
Company for the period of five consecutive years and to hold the office till the conclusion of 16^th AGM of
the Company to be held for the financial year ended March 31,2029.

The report of the Statutory Auditor does not contain any qualification, reservation, adverse remark or
disclaimer. The auditor’s report is self-explanatory and does not require any explanation or comments
from the Board.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Act read with rules made thereunder, the Board of
Directors of the Company in their meeting held on September 05,2024, had re-appointed M/s Rastogi
Sunil & Associates, Chartered Accountants (Firm Reg. Number: 512906C) as the Internal Auditors of the
Company for the financial year 2024-25.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read with rules made thereunder, the Board of
Directors of the Company in their meeting held on September 05, 2024, had appointed M/s Flemant
Kumar Sajnani & Associates, Practicing Company Secretaries (Membership No.: FCS 7348 and COP No.
14214), as Secretarial Auditor of the Company for the financial year 2024-25.

The Secretarial Audit Report in Form MR-3 for the financial year ended on March 31,2025 is attached as
Annexure I to the Directors’ Report and forming part of this Annual Report.

With regard to the observation of Secretarial Auditor’s in their report for the financial year ended on March
31,2025 stating non - inclusion of certain disclosures as part of the explanatory statement to the Notice
of the Annual General Meeting concerning the appointment of the statutory auditor, as required under
Regulation 36(5) of the SEBI Listing Regulations, 2015, your directors wish to clarify that the Company
has included the required disclosures under Regulation 36(5) of SEBI Listing Regulations, 2015, under
Statutory Auditors section of the Director’s Report for the Financial year ended March 31,2024, while the
same was inadvertently omitted to disclose as a part of the explanatory statement of the Notice of 11^th
AGM held in the financial year under review.

Further, the details of remuneration paid to the Statutory Auditors is provided under clause 2 p of Note
No. 1 of the Financial Statements for the financial year ended March 31,2025 forming the integral part of
this annual report.

The omission of Explanatory statement was completely inadvertent and unintentional, with no malafide
intention. The Company acknowledges the lapse and assures that it remains committed to adhering
strictly to all applicable laws and regulations in both letter and spirit.

The secretarial auditor report for the financial year ended March 31, 2025 does not contain any other
observations, qualifications, reservations, adverse remarks or disclaimer.

12. DETAILS OF FRAUD REPORTED BY AUDITOR

During the financial year under review, there were no instances of fraud reported by the auditors of the
Company to the Audit Committee or to the Board under Section 143(12) of the Act.

13. DEPOSITS

During the financial year under review, the Company has neither invited nor accepted any deposits from
the public under Chapter V of the Act.

14. COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has duly complied with the applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’,
respectively, issued by the Institute of Company Secretaries of India.

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, your Directors to the best of its knowledge and
ability, in respect of the financial year ended March 31,2025, confirm that:

(a) In the preparation of the annual accounts for the financial year ended on March 31,2025, the applicable
accounting standards had been followed along with proper explanation relating to material departures;

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

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

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

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

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

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has laid down the set of standards, processes and structure which enables to implement
internal financial control across the Company and ensure that the same are adequate and operating
effectively.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the
Company, its compliance with the operating systems, accounting procedures and policies of the
Company and to maintain the objectivity and independence of Internal Audit, the Internal Auditor reports
to the Chairman of the Audit Committee of the Board.

Based on the report of Internal Auditor, the Company undertake the corrective action in their respective
areas and thereby strengthen the control.

17. ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) &Section 92(3) of the Act read with rules made
thereunder, the copy of Annual return in Form No. MGT-7 is placed on the website of the Company at
https://aemrecvclinq.com/wp-content/uploads/2025/08/Annual-Return-FY-2024-25.pdf.

18. COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS

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

A. BOARD OF DIRECTORS:

The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected. The
Board of Directors of the Company comprises of four directors as on March 31,2025.

Composition of Board of Directors:

* Mrs. Mamta Gupta (DIN: 02789086), Independent Director of the Company ceased to be a Director of
the Company w.e.f. May 12,2025.

**Mrs. Sandhya Kohli (DIN: 10527387) was appointed as an Independent Director of the Company w.e.f.
August 01,2025.

Meetings of Board of Directors:

During the financial year 2024-25, the Board of Directors of the Company had met 11 times. The
intervening gap between the two meetings was within the period prescribed under the Act and SEBI
Listing Regulations, 2015. The details of the Board Meeting held during the financial year and attendance
of Directors are as follows:

B. COMMITTEES

During the financial year under review, the Board has 4 (Four) Committees viz:

1) Audit Committee

2) Nomination & Remuneration Committee

3) Stakeholder Relationship Committee

Further, the Board constituted Business and Finance Committee with effect from May 12,2025.

AUDIT COMMITTEE:

The Audit Committee has been constituted by the Board in compliance with the requirements of Section
177 of the Act and Regulation 18 of the SEBI Listing Regulations, 2015. The terms of reference of Audit
Committee are available on the website of the Company at https://aemrecvclinq.com/wp-
content/uploads/2025/03/Terms-of-reference-of-Audit-Committee.pdf.

Composition of Audit Committee:

As on March 31,2025, the Audit Committee of your Company comprised of three Directors. The details
of the composition of the Audit Committee are as follows:

*Mrs. Mamta Gupta ceased to be a member of the committee w.e.f. May 12,2025 due to cessation as
Independent Director of the Company.

**Mrs. Sandhya Kohli {DIN: 10527387), Non-Executive Independent Director is the Member of the Audit
Committee with effect from August 02,2025.

All the Members of the Audit Committee have the requisite qualification for appointment on the
Committee and possess sound knowledge of finance, accounting practices and internal controls. The
Company Secretary of the Company acts as the Secretary to the Audit Committee.

Meeting of Audit Committee:

During the financial year 2024-25, the Audit Committee of the Company had met 5 times. As per the
provisions of Regulation 18 of the SEBI Listing Regulations, 2015, the Audit Committee shall meet at least
four times in a financial year and not more than one hundred and twenty days shall elapse between two
consecutive meetings. The committee has convened its meetings during the financial year under review
as per the applicable provisions. The details of the Audit Committee meeting held during the financial year
and attendance of Directors are as follows:

The Board of directors has accepted all the recommendations of the Audit Committee during the financial
year under review.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) has been constituted by the Board in compliance
with the requirements of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, 2015.
The terms of reference of NRC are available on the website of the Company at
https://aemrecvclina.com/wp-content/uploads/2025/Q3/Terms-of-reference-of-Nomination-and-
Remuneration-Committee.pdf.

Composition of Nomination and Remuneration Committee:

As on March 31, 2025, the NRC of your Company comprised of three Directors. The details of the
composition of the NRC are as follows:

*Mrs. Mamta Gupta ceased to be a member of the committee w.e.f. May 12, 2025 due to cessation as
Independent Director of the Company.

The Company Secretary of the Company acts as the Secretary to the Nomination and Remuneration
Committee.

Meeting of Nomination and Remuneration Committee:

During the financial year 2024-25, the NRC of the Company had met 4 times. As per the provisions of
Regulation 19 of the SEBI Listing Regulations, 2015, the NRC shall meet at least once in a financial year.
The committee has convened its meetings during the year under review as per the applicable provisions.
The details of the NRC meeting held during the financial year and attendance of Directors are as follows:

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee (SRC) has been constituted by the Board in compliance with
the requirements of Section 178 of the Act and Regulation 20 of the SEBI Listing Regulations, 2015.

The SRC considers and resolves the grievances of our shareholders, including complaints relating to non¬
receipt of annual report, transfer and transmission of securities, non-receipt of dividends/interests and
such other grievances as may be raised by the security holders from time to time. The term of reference
of SRC is available on the website of the Company at https://qemrecvclina.com/wp-
content/uploads/2025/03/Terms-of-reference-of-Stakeholders-Relationship-Committee.pdf.

Composition of Stakeholders Relationship Committee:

As on March 31, 2025, the SRC of your Company comprised of three Directors. The details of the
composition of the SRC are as follows:

The Company Secretary of the Company acts as the Secretary to the Stakeholders Relationship
Committee.

Meeting of Stakeholders Relationship Committee:

During the financial year 2024-25, the SRC of the Company had met once. As per the provisions of
Regulation 20 of the SEBI Listing Regulations, 2015, the SRC shall meet at least once in a financial year.
The committee has convened its meetings during the year under review as per the applicable provisions.
The details of the SRC meeting held during the financial year and attendance of Directors are as follows:

The details relating to Number of complaints received and resolved to the satisfaction of investors
during the financial year ended March 31,2025, are as under:

With respect to the pending complaint, the complainant lodged the complaint via SCORES platform on
March 17,2025. The Company submitted its Action Taken Report (ATR) on March 21,2025. Thereafter,
SEBI disposed off the complaint on April 2,2025.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility (CSR) Committee has been constituted by the Board in compliance
with the requirements of Section 135 of the Act. The terms of reference of CSR Committee are available
on the website of the Company at https://qemrecvclinq.com/wp-content/uploads/2025/03/Ternns-of-
reference-of-Corporate-Social-Responsibilitv-Committee.pdf.

Composition of Corporate Social Responsibility Committee:

As on March 31,2025, the CSR Committee of your Company comprised of three Directors. The details of
the composition of the CSR Committee are as follows:

Meeting of Corporate Social Responsibility Committee:

During the financial year 2024-25, the CSR Committee Company had met 4times. The committee has
convened its meetings during the year under review as per the applicable provisions. The details of the
CSR Committee meeting held during the financial year and attendance of Directors are as follows:

INDEPENDENT DIRECTOR’S:

Pursuant to the provisions of the Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations,
2015, the Independent Directors of the Company shall meet at least once in a financial year, without the
presence of non- independent Directors and members of the management. During the financial year, the
Meetings of Independent Directors was held in following manner:

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year under review, as required under
Regulation 34{2) read with Schedule V of the SEBI Listing Regulations, 2015 has been enclosed
separately in the Annual Report

20. CORPORATE GOVERNANCE REPORT

Pursuant to the provisions of Regulation 15 of SEBI Listing Regulations, 2015, the compliance on
Corporate Governance provisions shall not be mandatory for companies having listed on SME Platform.
Since, the Company has listed its Equity Shares on SME Platform of BSE Limited, the report on Corporate
Governance is not applicable to us.

21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Since the Company is SME Listed, the requirement of the Business Responsibility and Sustainability
Report for the financial year ended March 31,2025 is not applicable.

The Company has voluntarily enclosed Business Responsibility and Sustainability Report as Annexure II
to this report and forming part of this Annual Report.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the Section 135 of the Act, the Company has undertaken CSR activities, projects and
programs as provided in the CSR policy of the Company and as identified under Schedule VII of the Act.

During the financial year under review, the Company has spent Rs. 20,00,000 (Rupees Twenty Lakhs)
through Gyan Daanam Gurukul and Rs. 6, 00,000 (Rupees Six Lakhs) through Global Social Welfare
Organisation on CSR activity. The Annual report on the CSR activities undertaken during the financial
year ended March 31,2025 is set out in Annexure III to this report.

The CSR policy is available on the website of the Company at https://aemrecvclina.com/wp-
content/uploads/2024/02/GEM-CSR-Policv.pdf.

23. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The policy on Directors’ appointment and remuneration was adopted by the Board on the
recommendation of the NRC which lays down a framework in relation to appointment and remuneration
of Directors, Key Managerial Personnel and Senior Management of the Company.

The said policy is in compliance with Section 178 of the Act and SEBI Listing Regulations, 2015 and is
available on the website of the Company at https://aemrecvclina.com/wp-
content/uploads/2025/08/Nomination-and-Remuneration-policv.pdf.

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/ Whistle Blower policy in accordance with the Section
177 of the Act and SEBI Listing Regulations, 2015. The Whistleblower Policy provides for adequate
safeguards against victimization of director(s) / employee(s) who avail the mechanism and also provides
for direct access to the Chairperson of the Audit Committee to report actual or suspected unethical
behaviour, fraud or violation of the Company’s Code of Conduct/ ethics/ principles and matters specified
in the Policy.

The Policy ensures complete protection to the whistleblower and follows a zero-tolerance approach to
retaliation or unfair treatment against the whistleblower and all others who report any concern under this
Policy.

During the financial year under review, the Company did not receive any complaint of any fraud,
misfeasance, etc. The policy is available on the website of the Company at https://qemrecvclinq.com/wp-
content/uploads/2024/06/Whistle-Blower-Policv.pdf.

25. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

No Material changes and commitments affecting the financial position of the Company occurred between
the end of the financial year 2024-25 and the date of this report.

26.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL

During the financial year under review, no significant or material orders were passed by the Regulators or
Courts or Tribunals, which would impact the going concern status and company’s operations in future.

27. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

Pursuant to provisions of the Act and SEBI Listing Regulations, 2015, the Board of Directors of the
Company in their meeting held on February 10, 2025, has carried out the annual evaluation of its own
performance, board committees and of individual Directors. The performance evaluation of Independent
Directors was done by the entire Board of Directors, excluding the director being evaluated.

The parameters considered for evaluation of the performance of the Board as a whole, Individual
Directors (including Independent Directors and Chairperson) and various Committees of the Board were
as per the SEBI Circular SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5,2017 on Guidance Note
on Board Evaluation and Guidance note issued by the Institute of Company Secretaries of India in this
regard. The Board of Directors expressed their satisfaction with the evaluation process.

In compliance with Schedule IV of the Act and Regulation 25 of SEBI Listing Regulations, 2015, a separate
meeting of the Independent Directors was held on February 10, 2025, without the presence of non¬
independent directors and members of the management.

The independent directors at their meeting reviewed the performance of non-independent directors and
the Board as a whole and performance of the Chairman of the Company after taking into account the
views of executive directors and non-executive directors of the Company. They have also assessed the

quality, quantity and timeliness of flow of information between the management of the Company and the
Board of directors that is necessary for the Board to effectively and reasonably perform their duties. The
Independent Directors expressed their satisfaction on the above reviews/evaluation.

28. RISK MANAGEMENT

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

The Company has framed a formal Risk Management Policy for risk assessment and risk minimization
which is periodically reviewed to ensure smooth operation and effective management control. In the
opinion of the Board, there are no risks that can threaten the existence of the Company. The Audit
Committee also reviews the adequacy of the risk management framework of the Company, the key risks
associated with the business and measure and steps in place to minimize the same.

The Risk Management policy is available on the website of the Company at
https://aemrecvclinq.com/wp-content/uploads/2024/06/risk-manaqement-policv.pdf.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of the Act, the disclosure on particulars of loans or guarantee or investment made
by the Company is provided in the Note 11 of the Financials Statements forming part of this Annual Report.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, all contracts/ arrangements/ transactions entered by the
Company with the related parties were in the ordinary course of business and on an arm’s length basis.
Further, the Company has not entered into any contracts/ arrangements/ transactions with related
parties which qualify as material in accordance with the Company’s Policy on Related Party Transactions.
Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act,
read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

The details of the related party transactions as per Accounting Standards (AS) 18 are set out in clause 2
(n) of Note No. 1 of the Financial Statements of the Company forming part of this Annual Report and the
Company’s policy on Related Party Transaction is available on the website of the Company at
https://aemrecvclina.com/wp-content/uploads/2024/Q6/Policv-on-dealina-with-Related-Partv-
Transaction.pdf.

31. PARTICULARS OF EMPLOYEES

The disclosures required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure IV to this
Report

The information showing names and other particulars of employees as per Rule 5(2) and 5(3) of the
aforesaid Rules forms part of this report. However, pursuant to Section 136 of the Act, the Annual report
is being sent to the members and others entitled thereto excluding the aforesaid information. Any
member interested in obtaining a copy thereof, may write to the Company Secretary and the said
information is available for inspection by members at the registered office of the Company during
business hours on all working days up to the date of ensuing AGM.

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

A. Conservation of Energy, Technology Absorption

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

B. Foreign Exchange earnings and Outgo

33. MAINTENANCE OF COST RECORDS

The Company is not required to maintain the cost records as specified by the Central Government under
Section 148 of the Act.

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

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

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

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

36. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There was no instance of one- time settlement with any Bank or Financial Institution.

37. ACKNOWLEDGEMENT

Your directors wish to place on record its sincere gratitude to all the shareholders for their unwavering
support and continued confidence in the Company. We are also grateful for the valuable support and
cooperation received from regulatory authorities, bankers, partner organizations, agencies, and external
professionals associated with the Company.

Your directors also wish to place on record their sincere appreciation to all employees across levels for
their dedication, hard work, and commitment which have been instrumental in enabling the Company to
grow and thrive amidst challenges.

For and on behalf of the Board of Directors
GEM ENVIRO MANAGEMENT LIMITED

Sd/- Sd/-

Dinesh Pareekh Sachin Sharma

DIN: 00629464 DIN: 05281526

Chairman and Director Managing Director

Date: 26 August, 2025
Place: Delhi

1

Mrs. Sandhya Kohli (DIN: 10527387), Non-Executive Independent Director is the Member of the Audit
Committee with effect from August 02,2025.