As on: Oct 17, 2026 11:14 PM
FOR
THE FINANCIAL YEAR ENDED MARCH 31,2026
Dear Members,
The Board of Directors of GP Eco Solutions India Limited is pleased to present its Directors' Report for the financial year ended March 31,2026, together with the audited financial statements of the Company.This Report has been prepared in accordance with the provisions of the Companies Act, 2013, and other applicable laws and regulations. It provides an overview of the Company's financial performance, key operational developments, statutory compliances, corporate governance practices, and other significant matters during the financial year under review.
1. FINANCIAL PERFORMANCE AND KEY HIGHLIGHTS
The financial year 2025-26 was a significant year for GP Eco Solutions India Limited, marked by strong revenue growth, improved profitability, and the successful execution of key strategic initiatives. During the year, the Company continued to strengthen its position in the renewable energy sector through operational excellence, expansion of its business activities, and a continued focus on sustainable growth and value creation.
‘Subsequent to the close of the financial year, the Company received in-principle approval from the Stock Exchange for the preferential issue of 5,36,000 Equity Shares and 28,67,000 Fully Convertible Warrants at an issue price of 364/- each, in accordance with the provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Pursuant thereto, the Company has completed the allotment of 4,99,000 Equity Shares. The listing and trading approval from the Stock Exchange in respect of the allotted Equity Shares is presently under process.
2. COMPANY'S PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY
During the financial year ended March 31,2026, the Company continued to strengthen its position in the renewable energy sector by expanding its integrated clean energy solutions portfolio and enhancing its execution capabilities across the renewable energy value chain.
On a consolidated basis, the Company's revenue from operations for FY 2025-26 stood at 41438.42 lakhs, registering a growth of 68.15% over the previous year's revenue from operations of 24,643.48 lakhs. The Company's financial performance reflects the continued scale-up of its operations, expansion of its product portfolio and improved execution across its businesses. The profit for theyear(excludingexceptionalitems)forFY2025-26stoodat 4,012.16 lakhs, recording a growth of 287.09% over 1,036.49 lakhs in FY 2024-25. The improvement in profitability was driven by higher operating revenues, an improved business mix and continued focus on operational efficiencies.
On a standalone basis, the Company's revenue from operations for FY 2025-26 stood at 38,567.47 lakhs, reflecting a growth of 60.63% over the previous year's revenue from operations of 24,009.38 lakhs. The profit for the year attributable to the shareholders (excluding exceptional items) amounted to 2,938.88 lakhs, representing a growth of 186.80% as compared to 1,024.71 lakhs in FY 2024-25. The Company's standalone financial performance reflects sustained growth in its core business operations, supported by improved execution, enhanced operational efficiencies and continued expansion of its product and service offerings.
During the year under review, there was no change in the nature of the Company's business. The Company continued to operate in the renewable energy sector while further strengthening its integrated business model through the expansion of its manufacturing capabilities, clean energy solutions portfolio and project execution services.
During the year, the Company successfully transitioned from a solar products distribution business to an integrated provider of solar and energy storage solutions. Under its flagship INVERGY brand, the Company expanded its product portfolio by offering on- grid, hybrid and off-grid solar inverters together with Battery Energy Storage Systems (BESS), addressing the requirements of residential, commercial, industrialand utility-scale customers.
The Company further strengthened its integrated business model by expanding its Engineering, Procurement and Construction (EPC) services, Project Management Consultancy (PMC), developer partnerships and Energy-as-a-Service (EaaS) offerings, enabling it to deliver comprehensive renewable energy solutions. Key operational milestones achieved during the year included the commissioning of the Company's Battery Energy Storage System (BESS) Giga Factory at Dasna, Uttar Pradesh, the launch of its BESS product portfolio, the introduction of a new range of PV string inverters and a significant expansion of its EPC order book.
The Company continued to focus on operational excellence, quality assurance and customer-centric execution. Its Quality Management System remains certified under ISO 9001:201 5. During the year, the Company further strengthened its nationwide distribution network comprising channel partners, solar system integrators and installers, while expanding its presence across Southern and Western India and selectively pursuing opportunities in international markets.
As at March 31, 2026, the Company, together with its subsidiaries, continued to strengthen its business platform and execution capabilities across manufacturing, project execution and energy solutions. The Board believes that the Company's diversified business model, expanding manufacturing capabilities, growing project portfolio and continued focus on innovation, operational excellence and sustainable growth provide a strong foundation for long-term value creation and position the Company to capitalise on the opportunities arising from India's accelerating transition towards clean and renewable energy.
The Management Discussion and Analysis Report forming part of this Annual Report provides a detailed review of the Company's operational and financial performance, industry outlook, opportunities, risks and future prospects.
3. FINANCIAL PERFORMANCE OF KEYSUBSIDIARIES
As on March 31, 2026, the Company has 14 subsidiaries,
During the financial year under review, these subsidiaries continued to support the Company's business objectives and strategic expansion across various sectors. The financial performance of the key subsidiaries, which have significantly contributed to the overall growth and operations of the Company during the year under review, is provided below:
GPES Green Projects Private Limited
GPES Green Projects Private Limited delivered a strong financial performance during the Financial Year 2025-26, reflecting the successful execution of renewable energy projects and continued expansion of its business operations. The Company recorded a turnover of 66.05 Crore as against negligible revenue in the previous year, demonstrating a substantial increase in operational activities. The Company reported a Profit Before Tax of 4.12 Crore and a Profit After Tax of 3.13 Crore. The improvement in revenue and profitability was primarily driven by timely execution of projects, enhanced operational efficiencies, and effective cost management. The management remains confident that the Company will continue its growth momentum by capitalising on the increasing opportunities in the renewable energy sector.
Invergy India Private Limited
Invergy India Private Limited continued to be the flagship subsidiary of the Group and delivered an outstanding financial performance during the Financial Year 2025-26. The Company recorded a turnover of 1 29.61 Crore, registering significant growth over the previous financial year, supported by increased order execution, expansion of business operations and improved market demand. The Company earned a Profit Before Tax of 10.55 Crore and a Profit After Tax of 7.89 Crore, reflecting a substantial improvement in profitability and operational efficiency.
During the year, the Company also achieved a significant milestone with the commissioning of its new manufacturing facility, which is expected to considerably enhance production capacity, improve operational efficiency, strengthen quality control and support future business expansion. The management believes that this strategic investment will further strengthen the Company's competitive position and contribute significantly to the long-term growth of the Group.
Invergy Medicare Private Limited
Invergy Medicare Private Limited continued to strengthen its presence during the Financial Year 2025-26 and recorded encouraging growth in its business operations. The Company achieved a turnover of 1.55 Crore and reported a Profit Before Tax of 43.19 Lakh and a Profit After Tax of 32.31 Lakh. The improved financial performance reflects the Company's focused approach towards expanding its operations, improving operational efficiencies and strengthening its customer base. The management remains optimistic about the future growth prospects of the Company and expects it to further enhance its contribution to the Group in the coming years.
AN3 Techno Private Limited
AN3 Techno Private Limited recorded an excellent financial performance during the Financial Year 2025-26, reflecting substantial growth in its business operations. The Company achieved a turnover of 9.71 Crore, demonstrating a significant increase overthe previous financial year. The Company reported a Profit Before Tax of 57.72 Lakh and a Profit After Tax of 2.95 Crore, reflecting improved operational performance and higher business volumes during the year. The continued focus on operational excellence, customer acquisition and efficient project execution enabled the Company to strengthen its financial position. The management expects the Company to sustain its growth trajectory and continue contributing positively to the consolidated performance of the Group.
4. Share Capital
As at March 31, 2026, the authorised share capital of the Company stood at 25,00,00,000, while the paid-up share capital was 1 1,83,08,000. During the financial year under review, the Company successfully completed a preferential allotment of 1,20,000 equity shares to Mr. Kumar Vishwas at an issue price of 348 per equity share, aggregating to 4,17,60,000. The issue included a securities premium of 4,05,60,000, which has further strengthened the Company's capital base and reflects the confidence reposed by the investor in the Company's growth prospects.
5. TRANSFER TO RESERVES
As permitted under the provisions of the Companies Act, 2013, the Board of Directors does not propose to transfer any amount to the General Reserve for the financial year 2025-26. Accordingly, the closing balance of the retained earnings of the Company, after giving effect to all appropriations and adjustments, stands at 4,012.16 Lakhs on a consolidated basis and 2,938.88 Lakhs on a standalone basis as at March 31,2026.
6. DIVIDEND
After considering the Company's financial performance, liquidity position, future capital requirements, and long-term growth strategy, the Board of Directors has decided not to recommend any dividend for the financial year ended March 31,2026.
7. CHANGE IN NATURE OF BUSINESS
During the financial year under review, the Company continued to operate within its existing business framework, with no change in the nature, scope, or character of its principal activities. GP Eco Solutions India Limited remained focused on strengthening its core business operations while advancing its strategic priorities through operational efficiency, innovation, and sustainable value creation.
The Company continued to pursue growth opportunities within its established business segments and remained committed to enhancing its market presence through continuous improvement in processes, capabilities, and service offerings. During the year, there were no new business ventures undertaken, nor were there any discontinuation, restructuring, or material modification of the Company's existing operations.
The Board of Directors continues to periodically assess emerging opportunities, market developments, and strategic initiatives to support the Company's long-term growth objectives.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, the Board of Directors hereby informs the Members that certain material corporate actions and strategic initiatives were undertaken by the Company during the financial year under review and up to the date of this Report, which have an impact on the capital structure, corporate organization, investment profile and operational framework of the Company.
The details of such material changes and commitments are set out below:
• Preferential Allotment of Equity Shares and Warrants
As on the date of this Report, the Company has received in-principle approval from the National Stock Exchange of India Limited (NSE) for the preferential issue of 28,47,000 Fully Convertible Warrants to the Promoters and Public for an aggregate consideration of up to 1,03,63,08,000/- (Rupees One Hundred Three Crores Sixty-Three Lakhs and Eight Thousand Only) and 5,36,000 Equity Shares to the Public for an aggregate consideration of 19,51,04,000/- (Rupees Nineteen Crores Fifty One Lakhs and Four Thousand Only), at an issue price of 364/- per security, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Pursuant to the receipt of the aforesaid in-principle approval, the Company has completed the allotment of 4,99,000 Equity Shares. The listing and trading approval from NSE in respect of the allotted Equity Shares is currently under process.
• Preferential Allotment of Equity Shares
During the financial year under review, the Company allotted 1,20,000 Equity Shares on a preferential basis to Mr. Kumar Vishwas, in accordance with the provisions of the Companies Act, 2013, the rules made thereunder, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable statutory requirements.
The preferential allotment was undertaken pursuant to the requisite approvals and compliance with applicable regulatory requirements.The preferential issue was undertaken to augment the Company's capital resources and support its expansion plans. The allotment further strengthened the Company's net worth and provided additional financial flexibility for pursuing strategic opportunities and business growth.
• Increase in Authorised Share Capital
Considering the Company's growth plans, future funding requirements, and proposed investments in subsidiaries and business operations, the Authorised Share Capital of the Company was increased from 12,00,00,000 (Rupees Twelve Crores Only) to 25,00,00,000 (Rupees Twenty-Five Crores Only). The increase was approved by the shareholders of the Company and the consequential amendments to the Memorandum of Association were carried out. The enhanced capital base provides the Company with greater flexibility for future capital raising initiatives, strategic investments, and expansion opportunities.
• Acquisition of Remaining Equity Shares of Invergy India Private Limited
During the year under review, the Company acquired the remaining 500 Equity Shares of Invergy India Private Limited from Mr. Deepak Pandey, existing shareholder, resulting in Invergy India Private Limited becoming a Wholly Owned Subsidiary of the Company.
The acquisition resulted in consolidation of the Company's ownership interest in the subsidiary and provides enhanced control over its strategic, operational and financial decision-making processes.
• Acquisition of and Investment in Subsidiary Companies
During the financial year under review, the Company undertook strategic investments and acquisitions in the following entities:
• GPES Solar 1 Private Limited
• GPES Solar 2 Private Limited
• GPES Solar 3 Private Limited
• GPES Solar4 Private Limited
• GPES Solar 5 Private Limited
• GPES Solar9 Private Limited
• GPES Solar 10 Private Limited
• Invergy Medicare Private Limited
• AN3Techno PowerLimited
The aforesaid investments and acquisitions form part of the Company's strategic initiatives for expanding its business operations, strengthening its presence in the renewable energy sector, undertaking project-specific activities and developing an integrated business structure.
The investments have resulted in expansion of the Company's subsidiary portfolio and are aligned with the Company's long-term business objectives.
Overall Impact on the Financial Position of the Company
The aforesaid corporate actions have resulted in changes to the Company's capital structure, investment portfolio and organizational framework. These initiatives have strengthened the Company's corporate structure and enhanced its ability to undertake business expansion and strategic initiatives.
Except as disclosed above, there have been no other material changes or commitments affecting the financial position of the Company between the end of the financial year ended March 31,2026 and the date of this Report.
9. CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statements of the Company and its subsidiaries for the financial year ended March 31,2026, have been prepared in accordance with the applicable provisions of the Companies Act, 2013 ("the Act "), the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 201 5, as amended, and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The audited Consolidated Financial Statements, together with the Independent Auditor's Report thereon, form an integral part of thisAnnualReport.
In accordance with the provisions of Section 1 36 of the Act, the audited financial statements of the subsidiary companies are available for inspection by the Members at the Registered Office of the Company during business hours on all working days. The Company shall also provide a copy of the financial statements of its subsidiary companies to any Member upon receipt of a written request.
10. 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 31,2026, is available on the Company's website and can be accessed at the web link provided in this Annual Report.
The Annual Return can be accessed at the following link:
https://gpecosolutions.com/wp-content/uploads/2026/08/annual-return-2025-26.pdf
11. 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
12. DETAILS RELATED TO SUBSIDIARIES, JV's AND ASSOCIATE COMPANIES
In accordance with 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, in the prescribed Form AOC-1, is annexed to this Board s Report as "Annexure-A".
The said statement presents a concise overview of the financial performance and financial position of each subsidiary company for the financial year ended March 31,2026.
During the financial year under review, there was no significant change in the nature of business carried on by any of the Company's subsidiaries.
The Company continues to monitor the operations and performance of its subsidiaries and, wherever necessary, provides strategic direction and operational assistance to support their growth and business objectives.
As on March 31,2026, Invergy India Private Limited and GPES Green Projects Private Limited qualified as Material Subsidiaries of the Company in accordance with the provisions of Regulation 16(1 )? of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
a) Directors and KMPs as on the date of Report
As on the date of this Board Report-
*Mr. Akhilesh Kumar Jain resigned from the position of Independent Director of the Company with effect from August 12,2026.
"Mrs. Neha Garg resigned from the position of Chief Financial Officer (CFO) of the Company with effect from July 31,2026,and Mr. Vikash Kumar Misra took over the position of Chief Financial Officer (CFO) of the Company
***The designation of Mrs. Anju Pandey has changed from Executive Director (Whole-Time Director) to Non-Executive Director. The same was taken into consideration and approved by the Nomination and Remuneration Committee of the Company and subsequently by the Board of Directors.
****As a result of the above change, the Nomination and Remuneration Committee recommended the appointment of Mr. Pavitra Khandelwal as Whole-time Director (Executive Director) of the Company. The Board approved his appointment, which is subject to the approval of the shareholders.
b) Changes during the FY 2025-26:
c) Directors liable to retire by rotation under Section 152 of the Act:
14. OPINION OFTHE BOARD ON INDEPENDENT DIRECTORS APPOINTED
Pursuant to the provisions of Section 149 of the Companies Act, 2013 ("the Act") and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has appointed the following Independent Directors on its Board as on the date of this Report:
1. Mr. Manish Grover
2. Mr.UpendraNathTripathi
3. Mr. Rajendra Prasad Ritolia
4. Mr. Sunil Bhatnagar
5. Mr. RajeevRanjan
The Company has received the requisite declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013, confirming that they continue to satisfy the criteria of independence prescribed under Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI Listing Regulations. In addition each Independent Director has confirmed that no circumstance or situation exists which could impair or reasonably be expected to impair the exercise of his independent judgment in the discharge of his duties.
The Independent Directors have also complied with the requirements relating to registration in the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs (MCA) pursuant to Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Based on the declarations received and the evaluation carried out by the Board, the Board is of the opinion that the Independent Directors possess the requisite qualifications, professional expertise, integrity and experience required forthe effective discharge of their responsibilities. The Board further confirms that the Independent Directors fulfil all the conditions specified under the Companies Act, 2013andthe applicable Rules made thereunder and remain independent of the Company's Management.
15. PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as 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 to the Report as Annexure-B.
Statement containing particulars of top 10 employees and particulars of employees as required under Section 197(1 2) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members, excluding the aforesaid Annexure. The said Statement is also open for inspection.
16. MEETINGS OFTHE BOARD AND COMMITTEE
The Company held seven (7) Board Meetings during the financialyearended March 31,2026, on the following dates:
1. May 12,2025
2. July03,2025
3. July 04,2025
4. August 01,2025
5. September04,2025
6. November06,2025
7. March 03,2026
All meetings of the Board were convened after giving due notice and were conducted in the presence of the requisite quorum, in compliance with the provisions of Section 173 of the Companies Act, 201 3 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 Centra l Government.
The Company ensured that the interval between any two successive Board Meetings remained within the statutory limit of one hundred and twenty (120) days, thereby complying with the requirements prescribed under Section 1 73(1) of the Companies Act, 2013 as well as the applicable provisions of Secretarial Standard-1 (SS-1).
17. INDEPENDENT DIRECTORS MEETING
Pursuant to the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5, a separate meeting of the Independent Directors of the Company was convened on March 07,2026, without the presence of the Executive Directors or the Management.
During the meeting, the Independent Directors, inter alia:
1. Evaluated the performance of the Non-Independent Directors and the Board of Directors as a whole;
2. Reviewed the performance of the Chairperson after considering the views of the Executive Directors and the Non-Executive Directors; and
3. Examined the adequacy, quality and timeliness of the information and support provided by the Management to the Board to enable the Directors to effectively discharge their statutory and fiduciary responsibilities.
Following the review, the Independent Directors expressed their satisfaction with the overall effectiveness of the Board and its Committees. They also observed that the information shared by the Management with the Board was comprehensive, timely and adequate, thereby facilitating informed deliberations and effective decision-making in the discharge of the Boards responsibilities.
18. COMMITTEE MEETINGS
a. AUDITCOMMITTEE
The Audit Committee has been constituted in accordance 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. The Committee assists the Board in discharging its oversight responsibilities relating to financial reporting, internal controls, audit functions, risk management and regulatory compliance.
Composition of the Committee
As on the date of this Report, the composition of the Audit Committee is as follows:
The Committee consists predominantly of Independent Directors, with all members possessing the requisite financial knowledge and expertise to effectively discharge their responsibilities. The Committee is chaired by an Independent Director, while the Company Secretary functions as the Secretary to the Committee.
Terms of Reference
The Committee performs the duties assigned to it under Section 177(4) of the Companies Act, 2013 and Part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Its key responsibilities include, inter alia:
• Examining the financial statements together with the reports of the Statutory Auditors before their submission to the Board;
• Reviewing the adequacy and effectiveness of the Company's internal financial control framework and risk management systems;
• Supervising the internal audit function, considering significant audit observations and monitoring the implementation of corrective actions; and
• Reviewing Related Party Transactions and monitoring compliance with applicable statutory and regulatory requirements.
The Committee met periodically during the financial year to deliberate upon matters falling within its terms of reference. The Board of Directors considered and accepted all recommendations made by the Audit Committee during the year under review.
Meetings during the Year
During the financial year, the Audit Committee met three (3) times on the following dates:
• May 12,2025
• September 04,2025
• November 06,2025
The requisite quorum was present at all the meetings. The deliberations and recommendations of the Committee were placed before the Board of Directors, and all recommendations made by the Committee were accepted by the Board.
b. CSR COMMITTEE
The Corporate Social Responsibility ("CSR") Committee has been constituted by the Board 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 is responsible for providing strategic oversight of the Company's CSR initiatives and ensuring that its social responsibility programmes are implemented in compliance with the applicable statutory requirements.
As on the date of this Report, the composition of the Corporate Social Responsibility Committee is as follows:
The Committee is chaired by a Director of the Company and comprises members entrusted with providing strategic direction and supervision in relation to the planning, implementation and monitoring of the Company's CSR initiatives.
The Committee discharges the functions assigned to it under Section 135(3) of the Companies Act, 2013, which include, inter alia:
• Formulating and recommending the Corporate Social Responsibility Policy to the Board of Directors;
• Identifying suitable CSR programmes and recommending the annual CSR expenditure and budget allocation;
• Reviewing and monitoring the implementation, progress and impact of CSR projects and initiatives undertaken by the Company; and
• Ensuring compliance with the statutory provisions relating to CSR reporting, monitoring and disclosures.
The Committee periodically reviews the status of CSR activities undertaken by the Company to ensure that such initiatives remain aligned with the Company's values, sustainability objectives and the applicable legal framework.
The Corporate Social Responsibility Committee met once during the financial year, on September 04,2025.
The requisite quorum was present throughout the meeting. The Committee reviewed the CSR initiatives undertaken during the year, assessed the progress of ongoing activities and made appropriate recommendations to the Board regarding the implementation, monitoring and effectiveness of the Company's CSR programmes. The recommendations of the Committee were duly considered by the Board of Directors.
c. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee ("NRC") has been constituted in accordance 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. The Committee assists the Board in matters relating to Board composition, appointment of Directors and Senior Management Personnel, succession planning, remuneration practices and performance evaluation.
As on the date of this Report, the composition of the Nomination and Remuneration Committee is as follows:
The Committee comprises entirely of Non-Executive Directors, with Independent Directors constituting the majority of its members, thereby ensuring compliance with the requirements of Section 178(1) of the Companies Act, 2013.
The Committee performs the duties entrusted to it under Sections 178(2) and 178(3) of the Companies Act, 2013 and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Its principal responsibilities include, interalia:
• Formulating the criteria for determining qualifications, positive attributes and independence of Directors;
• Recommending the appointment, re-appointment and removal of Directors and Senior Management Personnel;
• Establishing an appropriate framework for the evaluation of the performance of the Board, its Committees and individual Directors;
• Reviewing and recommending the Company's remuneration policy to ensure that remuneration is fair, competitive and aligned with individual performance, industry practices and shareholder interests;
• Identifying and recommending suitable individuals for appointment as Directors and Senior Management Personnel based on the prescribed selection criteria; and
• Formulating the criteria for evaluating the performance of Independent Directors and the Board as a whole.
The Nomination and Remuneration Policy, formulated on the recommendation of the Committee and approved by the Board of Directors, is available on the Company's website at:
https://gpecosolutions.com/wp-content/uploads/2026/08/nomination-remuneration-policy.pdf Meetings during the Year
During the financial year under review, the Committee met two (2) times, on the following dates:
• August 01,2025
The requisite quorum was present at both meetings. During the year, the Committee deliberated on matters relating to the composition of the Board, appointment and re-appointment of Directors, succession planning, remuneration framework and the annual performance evaluation of the Board, its Committees and individual Directors. The recommendations made by the Committee were placed before the Board of Directors for its consideration and approval.
The Board accepted and approved all the recommendations made by the Nomination and Remuneration Committee during the financial year under review.
d. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has constituted a Stakeholders Relationship Committee ("SRC") in accordance with the provisions of Section 178(5) of the Companies Act, 2013. The Committee is entrusted with overseeing matters relating to shareholder and investor services and ensuring the effective and timely resolution of grievances raised by security holders.
As on the date of this Report, the composition of the Stakeholders Relationship Committee is as follows:
Terms of Reference:
The Committee discharges the functions assigned to it under Sections 178(5) and 178(6) of the Companies Act, 2013 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Its key responsibilities include, interalia:
• Reviewing and resolving grievances of shareholders, investors and other security holders;
• Monitoring complaints relating to transfer and transmission of securities, dematerialisation and rematerialisation requests, non-receipt of dividends, annual reports and other investor comm unications;
• Reviewing the quality and effectiveness of investor service mechanisms;
• Supervising the performance and functioning of the Registrarand ShareTransfer Agent;
• Ensuring expeditious disposal of investor and shareholder grievances; and
• Considering such other matters relating to stakeholder services as may be referred to the Committee from time to time.
The Committee meets periodically to review stakeholder-related matters and to ensure that investor grievances are addressed promptly and efficiently. The Company remains committed to maintaining high standards of investor service and fostering transparent and effective engagement with its shareholders and other stakeholders.
During the financial year under review, the Stakeholders Relationship Committee met once, on March 03,2026.
The requisite quorum was present throughout the meeting. The Committee reviewed, among other matters, the status of investor complaints, requests relating to share transfers and transmissions, compliance with prescribed investor service standards, and other matters concerning stakeholder relations. The recommendations and observations of the Committee were duly considered, and appropriate actions were taken by the Management.
During the year, the Company ensured the timely resolution of investor grievances and maintained effective communication with its shareholders and otherstakeholders. As on the close of the financialyear, no material investorgrievance remained pending, except those pending on account of regulatory or procedural formalities, wherever applicable.
e. EXECUTIVE BOARD COMMITTEE
During the financial year under review, the Board of Directors constituted an Executive Board Committee with the objective of facilitating prompt decision-making in respect of operational and time-sensitive matters. The Committee was formed to address the practical constraints associated with convening meetings of the full Board at short intervals and to ensure the efficient conduct of the Company's day-to-day affairs.
The Committee has been constituted underthe enabling provisions of the Companies Act, 2013 and is not a committee required to be constituted underany specific statutory or regulatory provision. Its primary purpose is to enable expeditious consideration and approval of routine yet significant matters relating to banking, legal and regulatory compliances, tender submissions and other operational activities, thereby enhancing the Company's administrative and operational efficiency.
As on the date of this Report, the Executive Board Committee comprises the following members:
The Executive Board Committee has been delegated authority to consider and approve, inter alia, the following matters:
• Banking and finance-related matters;
• Submission of tenders and other bid-related documentation;
• Legal, statutory and regulatory compliance matters;
• Routine operational and business-related decisions; and
• Such other matters as may be delegated by the Managing Director from time to time.
All decisions and resolutions of the Committee are passed unanimously by its members and are subsequently placed before the Board of Directors for its information and ratification, wherever considered necessary. The members of the Committee do not receive any sitting fees for attending the meetings of the Committee.
The Executive Board Committee continues to play an important role in strengthening the Company's governance framework by enabling timely decision-making, improving operational responsiveness and ensuring appropriate oversight, transparency and accountability in the discharge of delegated responsibilities..
Meetings during the year
The Executive Board Committee met sixteen (16) times during the financial year on the following dates:
1. April 28,2025
2. June 12,2025
3. June 27,2025
4. August 25,2025
5. August 27,2025
6. October06,2025
7. October 11,2025
8. November 26,2025
9. December01,2025
10. January 06,2026
11. January 21,2026
12. January 26,2026
13. February 09,2026
14. February 13,2026
15. February 17,2026
16. March 25,2026
The requisite quorum was present throughout all the meetings of the Committee. During the financial year, the Committee considered and reviewed various matters relating to operations, banking, legal affairs, statutory compliances, tender processes and administrative functions entrusted to it by the Board of Directors and the Managing Director. The decisions taken and recommendations made by the Committee were periodically placed before the Board for its information, review and further consideration, wherever necessary. The Board took note of the Committee s proceedings and ratified the actions taken by it, whereversuch ratification was required.
19. BOARD EVALUATION
The annual performance evaluation of the Board of Directors, its Committees and individual Directors was carried out in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The performance of the Board was evaluated afterconsidering inputs from all the Directors based on various parameters, including the composition and structure of the Board, effectiveness of its functioning, quality of discussions, decision-making process, and the adequacy and timeliness of information provided to the Board.
The performance of the Committees was evaluated by the Board based on factors such as their composition, effectiveness in discharging their responsibilities, quality of deliberations, and overall functioning.
The evaluation criteria were broadly aligned with the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI).
A separate meeting of the Independent Directors was held, wherein the performance of the Non-Independent Directors, the Board as a whole, and the Chairperson of the Company was evaluated, taking into account the views of the Executive and Non-Executive Directors.
The Board also reviewed the quality, adequacy and timeliness of the flow of information and support provided by the Management to enable the Board and its Committees to effectively discharge their duties and responsibilities.
20. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 1 34(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, hereby confirm that:
a. In the preparation of the annual accounts for the financial year ended March 31,2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
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 31,2026 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 Companies Act, 2013 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 Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
21. SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
22. PERFORMANCE EVALUATION
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Company has put in place a comprehensive mechanism for the annual evaluation of the performance of the Board of Directors, its Committees and individual Directors.
The Nomination and Remuneration Committee has laid down an appropriate evaluation framework and assessment criteria to measure the effectiveness of the Board s overall functioning, the performance of its Committees and the individual contribution of each Director towards the governance and strategic objectives of the Company.
The annual performance evaluation for the financial year 2025-26 was undertaken by the Board of Directors based on the framework recommended by the Nomination and Remuneration Committee.
The evaluation of individual Directors, including the Chairperson and the Independent Directors, was carried out on various qualitative and quantitative parameters such as attendance and participation in meetings, professional expertise, strategic inputs, contribution to discussions and decision-making, governance oversight, and discharge of fiduciary and statutory responsibilities.
In accordance with the requirements of Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors convened a separate meeting during the year, inter alia, to:
• Evaluate the performance of the Non-Independent Directors and the Board as a whole;
• Review the performance of the Chairperson after considering the views of the Executive Directors and Non-Executive Directors; and
• Assess the adequacy, quality and timeliness of information and other support provided by the Management to enable the Board to effectively discharge its functions and responsibilities.
Based on the outcome of the evaluation process, the Board concluded that it and its Committees continue to function effectively and possess an appropriate mix of skills, experience, independence, diversity and professional expertise. The Directors collectively demonstrated active engagement, sound judgment and a high level of commitment in discharging their duties and responsibilities.
The Company remains committed to continually enhancing the effectiveness of its Board and governance framework through periodic assessments, constructive feedback, leadership development initiatives and the adoption of evolving corporate governance best practices.
23. BOARD DIVERSITY
The Company recognises that an appropriately diversified Board is fundamental to sound corporate governance and contributes significantly to effective decision-making and long-term value creation. The Company views diversity as encompassing a wide range of characteristics, including gender, age, educational qualifications, professional expertise, industry experience, ethnicity and other relevant attributes that collectively strengthen the Board s effectiveness.
In compliance with 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, the Company has ensured the presence of at least one Woman Director on its Board.
As on the date of this Report, the Board comprises Directors possessing diverse qualifications, professional competencies and industry experience across areas such as finance, legal, operations, strategy and corporate governance. The Board also has an appropriate composition of Independent Directors and Women Directors, enabling a balanced mix of skills, perspectives and expertise that supports effective governance and informed strategic decision-making.
The Company remains committed to fostering diversity and inclusion across its leadership structure and will continue to strengthen these principles at the Board level in line with evolving governance standards and business requirements.
24. AUDIT AND SECRETARIAL REPORTS
a. STATUTORY AUDITOR
The Members of the Company, at their Annual General Meeting held on September 30, 2025, approved the appointment of the Statutory Auditor of the Company, in accordance with the provisions of Section 1 39 of the Companies Act, 2013.
The details of the Statutory Auditor are given below:
• Name of Statutory Auditor: Mr. Naveen Kumar Mittal
• Firm Name / Entity: M/s. N.K.M.R. & Co., Chartered Accountants
• Firm Registration No.: 015467
• Period of Appointment: 5 (Five) Consecutive Years.
. Financial Year: 2025-2026 till 2030-32
The Statutory Auditors have carried out the audit of the Company's standalone financial statements for the financial year ended March 31,2026. The audit report issued by them is free from any qualification, reservation, adverse remark, disclaimer of opinion or emphasis of matter requiring any comments or explanation from the Board.
The Company has also received a written confirmation from the Statutory Auditors confirming their continued eligibility and independence, and that they are not disqualified from acting as the Statutory Auditors of the Company under the applicable provisions of the Companies Act, 2013 and the Rules framed thereunder.
b. SECRETARIAL AUDITOR
In compliance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed a Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2025-26.
The details of the Secretarial Auditor are given below:
• Name of Secretarial Auditor: Mr. Krishna KumarSingh
• Firm Name / Entity: M/s. KKS & Associates, Practicing Company Secretaries
• Period of Appointment: FinancialYear2025-26
The Secretarial Audit Report issued by M/s. KKS & Co. for the financial year ended March 31, 2026, is annexed to this Report as Annexure-C. The Report confirms compliance with the applicable statutory provisions and does not contain any qualification, reservation, adverse observation or other remark requiring explanation.
c. INTERNALAUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board appointed an Interna l Auditor to overseethe internal audit function of the Company for the financial year 2025-26.
The particulars of the Internal Auditorare as follows:
• Name of Internal Auditor: Mr. Maya nk Goya l
• Firm Name / Entity: M/s. GSM & Co., Chartered Accountants
The Internal Auditor is entrusted with examining and evaluating the effectiveness of the Company's internal control systems, governance framework and risk management processes. Audit findings are placed before the Audit Committee at regular intervals for review, and necessary corrective measures are implemented wherever considered appropriate to further strengthen the internal control environment.
d. COST RECORDS AND COST AUDIT
Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with Rules 3 and 4 of the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company assessed the applicability of the provisions relating to maintenance of cost records and conduct of cost audit.
Based on such assessment, the Company confirms that it is not engaged in any activity specified under Rule 3 of the Companies
(Cost Records and Audit) Rules, 2014. Consequently, the provisions relating to:
• Maintenance of cost records under Section 148(1) of the Companies Act, 2013; and
• Appointment of a Cost Auditor and conduct of cost audit under Rule 4 of the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company for the financial year 2025-26
25. FRAUD REPORTING
Disclosure on Reporting of Frauds under Section 143(12) of the Companies Act, 2013
During the financial year under review, no frauds were 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 Audit Committee, the Board of Directors, or the Central Government. Further, no instances of fraud committed by the officers or employees of the Company were brought to the notice of the Audit Committee by the Auditors during the year.
26. CORPORATE SOCIAL RESPONSIBILITY
The Company has adopted a Corporate Social Responsibility ("CSR") Policy in accordance with the provisions of Section 1 35 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy of the Company is available on the Company's website at: https://gpecosolutions.com/wp-content/uploads/2026/08/csr-policy.pdf The Annual Report on CSR activities for the financial year 2025-26, prepared in the prescribed format under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Board s Report as "Annexure-D".
27. VARIOUS POLICIES
The Company has adopted various policies and codes in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws. These policies are periodically reviewed and updated to ensure continued compliance with statutory requirements, evolving regulatory developments, and prevailing industry best practices.
The updated versions of the applicable policies are hosted on the Company's website, thereby ensuring transparency and facilitating easy access for shareholders and other stakeholders.
Link: https://gpecosolutions.com/policies/
28. CORPORATE GOVERNANCE
Pursuant to Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance, including those specified under Regulation 27 of the said Regulations, are not applicable to the Company. Accordingly, the Company is not required to comply with the Corporate Governance requirements prescribed thereunder.
29. RISK MANAGEMENT
The Company has established a structured and integrated risk management framework that is aligned with its strategic objectives and operational processes. The framework is governed by a Board-approved Risk Management Policy, which provides a systematic approach for the identification, assessment, mitigation, monitoring and reporting of risks across the Company's business operations.
Although the Company is not required to constitute a Risk Management Committee under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it has implemented robust internal control systems and division-specific risk management procedures to effectively identify and address business risks. The adequacy and effectiveness of these controls are periodically evaluated through internal audits, the findings of which are reviewed by the Audit Committee. Foreign exchange risks are managed in accordance with the Company's approved Forex Manual.
The Company's risk management framework also incorporates succession planning to ensure leadership continuity and the sustained effectiveness of its management processes.
The Risk Management Policy is available on the Company's website at: https://gpecosolutions.com/wp- content/uploads/2026/08/risk-management-policy.pdf
30. RELATED PARTYTRANSACTIONS
During the financial year 2025-26, all Related Party Transactions entered into by the Company were in the ordinary course of business and on an arm's length basis, in compliance with the provisions of Section 188 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All such transactions were reviewed and approved by the Audit Committee, including omnibus approvals granted for repetitive transactions, wherever applicable.
The particulars of Related Party Transactions, as required underSection 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are provided in Form AOC-2, annexed to this Report as Annexure E.The requisite disclosures in accordance with Indian Accounting Standard (Ind AS) 24 - Related Party Disclosures are set out in Notes J and K to the standalone financial statements forming part of this Annual Report.
The Company confirms that none of the Directors had any pecuniary relationship ortransaction with the Company during the year, other than those disclosed in the financial statements and forming part of the Related Party Transactions.
The Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions is available on the Company's website at:
https://gpecosolutions.com/wp-content/uploads/2026/08/materiality-of-rpt.pdf
31. LOAN, 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 authorised to make loans, provide guarantees, extend securities, and make investments, subject to the limits and conditions prescribed under the Act and with the requisite approvals of the Board of Directors and/or the shareholders, wherever applicable.
During the financial year ended March 31, 2026, the Company, in the ordinary course of its business, granted loans and made investments in compliance with the provisions of Section 186 of the Companies Act, 2013. All such transactions were undertaken within the statutory limits and were in furtherance of the Company's strategic and operational objectives.
The particulars of the loans granted, guarantees provided, securities extended and investments made during the yea rare disclosed in Note 14 and Note 19 to the standalone financial statements forming part of this Annual Report.
The Company continues to follow a prudent financial management framework and ensures that all decisions relating to loans, guarantees, securities and investments are supported by appropriate due diligence and comprehensive risk assessment, and are undertaken in strict compliance with the applicable provisions of the Companies Act, 2013 and in the best interests of the Company and its stakeholders.
32. FOREIGN EXCHANGE EARNING AND OUTGO
• Foreign Exchange Earned: Nil
• Foreign Exchange Outgo:
• Imports: USD 38.18 Lakhs (Rs. 3,363.67 Lakhs)
. Imports: CNY 36.73 Lakhs (Rs. 488.46 Lakhs)
• Foreign Travel: USD 0.17 Lakhs (Rs. 14.92 Lakhs)
33. CONSERVATION OF ENERGY
Pursuant to the provisions of Section 1 34(3)(m) of the Companies Act, 2013 read with Rule 8(3)(A) of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy are set out below:
(i) Step staken orimpacton conservation of energy:
• Deployment of energy-efficient machinery and equipment across the Company's operational processes.
• Adoption of environmentally sustainable and recyclable packaging materials with a view to reducing energy consumption during production and logistics operations.
• Periodic monitoring and optimization of power consumption across various departments to identify areas of energy wastage and enhance operational efficiency.
• Promotion of energy conservation awareness and adoption of energy-efficient practices among employees.
(ii) Step staken by the Company for utilizing alternate sources of energy:
• Assessment of the feasibility of integrating renewable energy sources, including solar power, into the Company's operations.
• Maximization of the use of natural lighting and ventilation, wherever feasible, to reduce dependence on conventional electrical energy.
(iii) Capital investment on energy conservation equipment:
• During the financial year under review, the Company made modest capital investments towards the installation and upgradation of energy-efficient lighting systems and equipment. These investments are expected to contribute to improved energy efficiency and generate long-term energy savings.
The Company remains committed to adopting sustainable and energy-efficient business practices and will continue to explore opportunities for further improving energy conservation across its operations.
34. PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE
The Company is committed to fostering a safe, inclusive and respectful workplace and has zero tolerance for any form of sexual harassment. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ( "POSH Act ") read with the Rules framed thereunder, the Company has constituted an Internal Complaints Committee (ICC) to address and redress complaints relating to sexual harassment at the workplace.
The Company has adopted a comprehensive Policy on Prevention of Sexual Harassment and undertakes regular awareness initiatives to promote a work environment founded on dignity, equality and mutual respect.
During the financial year under review:
• Number of complaints of sexual harassment received: Nil
• Number of complaints disposed of: Nil
• Number of complaints pending as on March 31,2026: Nil
The Board confirms that there were no cases pending for more than ninety days during the financial year under review.
35. GP ECO SOLUTIONS INDIA LIMITED SCHEMES (SCHEMES')
The Company has in force "GPECO Employee Stock Option Scheme - 2024" ("ESOP 2024"), which has been formulated and implemented in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time.
The Scheme is administered in compliance with the applicable provisions of the aforesaid Regulations and other applicable laws. Employee Stock Option Scheme
The Company has in place "GPECO Employee Stock Option Scheme - 2024" ("ESOP 2024"), formulated in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. During the financial year under review, the Scheme was administered in compliance with the applicable provisions of the said Regulations.
36. MATERNITY BENEFITS
The Company is committed to fostering an inclusive, safe and employee-centric workplace. During the financial year under review, the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time, and continues to provide the prescribed benefits and support to eligible women employees.
37. DETAILS OF APPLICATIONS/PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE (IBC), 2016
Pursuant to Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, your directors confirm that no application was made or proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.
38. DETAILS OF ONE-TIME SETTLEMENT (OTS) AND VALUATION DIFFERENCES, IF ANY
Pursuant to Rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, your Directors confirm that the requirement to disclose the details of the difference between the amount of the valuation done at the time of One-Time Settlement and the valuation done while availing loans from banks or financial institutions is not applicable, as the Company has not entered into any One-Time Settlement with any bank or financial institution during the financial year under review.
39. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
Pursuant to the provisions of Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, your Directors affirm that the Company has established adequate Internal Financial Controls with reference to the financial statements, commensurate with the nature, size and complexity of its business, and that such controls were operating effectively throughout the financial year.
The Company's Internal Financial Control framework is designed to provide reasonable assurance regarding the reliability of financial reporting, maintenance of proper accounting records, safeguarding of assets, prevention and detection of frauds and errors, and compliance with applicable laws, regulations and accounting standards. The effectiveness of these controls is subject to periodic review through the internal audit process and oversight by the Audit Committee.
Further, pursuant to Section 143(3)(I) of the Companies Act, 2013, the Statutory Auditors have expressed an unmodified opinion on the adequacy and operating effectiveness of the Company's Internal Financial Controls over Financial Reporting and have not identified any material weakness therein during the financial year under review.
Accordingly, the Board is of the opinion that the Company's Internal Financial Controls with reference to the financial statements are adequate and were operating effectively throughout the year under review.
40. DETAILS RELATING TO DEPOSITS
The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76A of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review. Accordingly, there were no outstanding deposits, unpaid or unclaimed deposits, defaults in repayment of deposits or interest thereon, or deposits not in compliance with Chapter V of the Companies Act, 2013.
41. SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS/ COURTS/ TRIBUNALS
In accordance with the provisions of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, your Directors confirm that no significant or material orders were passed by any regulatory authority, court or tribunal during the financial year under review that would have a material bearing on the Company's going concern status or materially affect its future operations.
42. VIGIL MECHANISM/ WHISTLE BLOWER MECHANISM
Pursuant to the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 read with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a robust Vigil Mechanism and Whistle Blower Policy to provide Directors, employees and other stakeholders with a secure and confidential platform to report genuine concerns relating to unethical practices, actual or suspected fraud, violations of the Company's Code of Conduct, or any other improper or unlawful conduct.
The Policy is designed to foster the highest standards of ethical, moral and legal business conduct by promoting transparency, accountability and integrity across the organization. It incorporates adequate safeguards against victimization of whistle blowers and ensures that concerns raised in good faith are addressed in a fair, impartial and confidential manner. The mechanism also provides direct access to the Chairperson of the Audit Committee in appropriate and exceptional circumstances.
During the financial year under review, no person was denied access to the Chairperson of the Audit Committee. Further, no whistle blower complaints having a material impact on the operations or financial position of the Company were received.
The Vigil Mechanism and Whistle Blower Policy is available on the Company's website at: https://gpecosolutions.com/wp-content/uploads/2026/08/whistle-blower-policy.pdf
43. ACKNOWLEDGEMENTS
Your Directors express their sincere gratitude to the Government of India, various State Governments, and the concerned statutory and regulatory authorities for their continued guidance, support, and cooperation extended to the Company.
The Board also places on record its appreciation to the Company's shareholders, customers, suppliers, vendors, channel partners, business associates, and all other stakeholders for their continued trust, confidence, and valuable support throughout the year.
The Directors further acknowledge the dedication, commitment, and hard work of the Company's employees at all levels, whose unwavering efforts have significantly contributed to the Company's growth and success.
Your Directors look forward to the continued support and cooperation of all stakeholders as the Company progresses towards achieving its long-term objectives and sustainable growth.
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