2. STATE OF AFFAIRS OF THE COMPANY

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

The Directors exercise their responsibilities with the
utmost care, diligence, and informed judgment, taking
into account all pertinent financial, legal, operational, and

strategic considerations. Every decision is guided by the
overarching objective of serving the long-term interests
of the Company and its stakeholders, while upholding the
highest standards of corporate ethics, transparency, and
value creation.

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

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

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

3. SHARE CAPITAL

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

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

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

2. ToMeetWorkingCapitalrequirementsofourCompany

4. RESERVES

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

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

5. DIVIDEND

After a comprehensive assessment of the Company's
current financial position, future growth prospects,
and long-term strategic objectives, the Board has

decided not to recommend any dividend for the financial
year under review.

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

• Growth-oriented opportunities and

capacity enhancement;

• Technological advancement and

operational efficiency;

• Risk mitigation against external uncertainties and
macroeconomic volatility.

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

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

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

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

6. CHANGE IN NATURE OF BUSINESS

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

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

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

7. MATERIAL CHANGES AND COMMITMENTS

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

1. Listing on NSE SME Platform

During the financial year, the Company achieved
a significant strategic milestone by successfully
listing its equity shares on the SME Platform of

the National Stock Exchange of India Limited
(NSE EMERGE). This event marks a new chapter
in the Company's growth journey, reflecting its
robust fundamentals, investor confidence, and
long-term vision.

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

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

• Improved Visibility and Brand Recognition:

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

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

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

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

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

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

2. Preferential Issue of Shares to Dr. Kumar
Vishwas

The Company allotted 1,20,000 equity shares on a
preferential basis to Dr. Kumar Vishwas, a renowned

poet, author, motivational speaker, and public
intellectual, known for his wide-reaching influence and
social impact. This allotment was made in accordance
with applicable provisions of the Companies Act, 2013,
SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018, and other relevant laws.

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

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

3. Employee Stock Option Plan 2024:

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

8. ANNUAL RETURN

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

The Annual Return can be accessed at the
following link: https://www.gpecosolutions.com/

annual-return-march-25

9. MANAGEMENT’S DISCUSSION AND ANALYSIS

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

10. DETAILS RELATED TO SUBSIDIARIES, JV’s
AND ASSOCIATE COMPANIES etc.

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

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

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

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

(a) Directors and KMPs as on the date of Report:
(b) Changes during the FY 2024-25:

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

11. BOARD APPOINTMENTS AND CESSATIONS
DURING THE YEAR.

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

12. OPINION OF THE BOARD ON INDEPENDENT
DIRECTORS APPOINTED

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

1. Mr. Manish Grover

2. Mr. Upendra Nath Tripathi

3. Mr. Rajendra Prasad Ritolia

4. Mr. Sunil Bhatnagar

5. Mr. Rajeev Ranjan

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

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

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

13. MEETINGS OF THE BOARD & COMMITTEE

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

1. May 13, 2024

2. June 08, 2024

3. June 19, 2024

4. June 20, 2024

5. August 05, 2024

6. November 12, 2024

7. January 16, 2025

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

The gap between any two consecutive meetings did not
exceed 120 days, thereby complying with the statutory

requirement under the first proviso to Section 173(1) of
the Companies Act, 2013.

INDEPENDENT DIRECTORS MEETING

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

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

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

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

a. Committee Meetings

I. Audit committee

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

Composition of the Committee

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

• Chairperson: Mr. Upendra Nath Tripathi

• Member: Mr. Deepak Pandey

• Member: Mr. Sunil Bhatnagar

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

Roles and Responsibilities

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

• Reviewing financial statements and

auditor's reports

• Evaluating internal financial controls and risk
management systems

• Overseeing internal audit processes and
significant audit findings

• Monitoring related party transactions and
compliance with legal requirements.

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

Meetings during the year

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

II. CSR committee

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

Composition of the Committee

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

Chairperson: Mr. Upendra Nath Tripathi

Member: Mr. Deepak Pandey
Member: Mr. Astik Mani Tripathi

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

Roles and Responsibilities

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

• Formulating and recommending the CSR
Policy to the Board,

• Identifying and recommending CSR projects
and budget allocation,

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

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

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

Meetings during the year

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

• Nomination and Remuneration Committee

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

Composition of the Committee

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

• Chairperson: Mr. Upendra Nath Tripathi

• Member: Mr. Sunil Bhatnagar

• Member: Mr. Astik Mani Tripathi

The Committee is composed entirely of

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

Roles and Responsibilities

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

• Formulating criteria for determining

qualifications, positive attributes, and
independence of directors,

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

• Establishing performance evaluation

processes for directors,

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

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

Meetings during the year

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

• Stakeholder Relationship Committee

The Stakeholders Relationship Committee (SRC)

has been constituted by the Company in comptiance
with the provisions of Section 178(5) of the

Companies Act, 2013 and Regulation 20 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, to specifically look into the
redressal of shareholders' and investors' complaints
and related matters.

Composition of the Committee

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

• Chairperson: Mr. Astik Mani Tripathi

• Member: Mr. Deepak Pandey

• Member: Mrs. Anju Pandey

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

Roles and Responsibilities

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

• Resolving grievances of security holders,

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

• Monitoring and improving the effectiveness of
investor servicing standards.

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

Meetings during the year

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

• Executive Board Committee

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

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

Composition of the Committee

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

• Mr. Deepak Pandey, Managing Director
(Chairman)

• Mrs. Anju Pandey, Director

• Mr. Astik Mani Tripathi, Director

Key Terms of Reference

The Committee is authorized to consider
and approve:

• Banking-related matters;

• Filing of tenders;

• Legal and compliance matters;

• Operational and business-related decisions;

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

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

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

Meetings during the year

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

14. DIRECTOR’S RESPONSIBILITY STATEMENT

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

b) The Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
as at March 31,2025 and of the profit of the Company for
the year ended on that date.

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

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

e) The Company being unlisted, sub clause (e) of section
134(3) of the Companies Act, 2013 pertaining to laying

down internal financial controls is not applicable
to the Company.

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

15. PERFORMANCE EVALUATION

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

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

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

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

• Reviewed the performance of Non¬
Independent Directors,

• Evaluated the performance of the Board as a whole,

• Assessed the performance of the Chairperson
of the Company.

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

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

16. BOARD DIVERSITY

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

Pursuant to the provisions of Section 149(1) of the
Companies Act, 2013, read with Rule 3 of the Companies
(Appointment and Qualification of Directors) Rules,

2014, and Regulation 17(1)(a) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,

2015, the Company has complied with the requirement of
having at least one woman director on its Board.

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

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

17. AUDIT AND SECRETARIAL REPORTS

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

The details of the statutory auditor are as follows:

• Name of Statutory Auditor: Mr. Naveen Kumar Mittal

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

• Period of Appointment: FY 2024-25

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

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

The details of the secretarial auditor are as follows:

• NameofSecretarialAuditor: Mr.KrishnaKumarSingh

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

• Period of Appointment: FY 2024-25

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

• Internal Auditor: Pursuant to the provisions of
Section 138 of the Companies Act, 2013, read with

Rule 13 of the Companies (Accounts) Rules, 2014,

the Board of Directors has appointed an Internal
Auditor to carry out the internal audit functions of
the Company for the financial year 2024-25.

The details of the internal auditor are as follows:

• Name of Internal Auditor: Mr. Mayank Goyal

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

• Period of Appointment: FY 2024-25

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

• Cost Records and Cost Audit

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

Based on this evaluation, it is confirmed that the
Company is not engaged in any of the activities

specified under Rules 3 of the said Rules. Therefore,
the requirement to:

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

• Conduct cost audit and appoint a cost auditor
under Rule 4 of the Companies (Cost Records
and Audit) Rules, 2014 is not applicable to the

Company for the financial year 2024-25.

18. FRAUD REPORTING

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

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

were brought to the notice of the Audit Committee by the
Auditors during the year.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

20. PARTICULARS OF EMPLOYEES

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

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

21. VARIOUS POLICIES

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

22. CORPORATE GOVERNANCE

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

23. RISK MANAGEMENT

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

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

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

24. RELATED PARTY TRANSACTIONS

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

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

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

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

25. LOANS, GUARANTEES, AND INVESTMENTS

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

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

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

26. FOREIGN EXCHANGE EARNINGS AND OUTGO

• Foreign Exchange Earned: NIL

• Foreign Exchange Outgo:

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

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

27. CONSERVATION OF ENERGY

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

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

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

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

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

• Promotion of energy-conscious practices

among employees.

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

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

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

(iii) Capital investment on energy conservation
equipment:

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

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

28. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

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

During the financial year ended March 31,2025:

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

• The Internal Complaints Committee functioned
effectively during the year.

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

29. MATERNITY BENEFITS

The Company remains committed to promoting a
healthy and supportive work environment for its
women workforce. The Company has complied with the

provisions of the Maternity Benefit Act, 1961, including
the amendments made thereto.

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

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

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

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

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

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

The internal financial control system is structured
to ensure:

• Accuracy and reliability of financial reporting;

• Maintenance of proper accounting records;

• Safeguarding of assets;

• Prevention and detection of frauds and errors;

• Compliance with applicable laws and regulations;

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

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

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

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

33. DETAILS RELATING TO DEPOSITS

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

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

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

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

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

35. ACKNOWLEDGEMENTS

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

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

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

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

For and on behalf of the Board of Directors

GP Eco Solutions India Limited

Sd/-

Pradeep Kumar Pandey

Chairman