GP Eco Solutions India Ltd

Dear Shareholders,

It gives us great pleasure to present, the 14th Annual Report on business and operations of "GP Eco Solutions India Limited" and its Audited Statements of Accounts for the financial year ended March 31, 2024 (FY'24), together with the Auditors' Report. The detailed financial and operational performance of the Company is produced in the report.

1. FINANCIAL PERFORMANCE

We feel delighted in conveying that the Company reported highest Revenue from Operations for the financial year 2023-24 and also registered its highest ever net profit. The summarized financial performance of the Company during F.Y.2023-24 along with the corresponding performance of P.F.Y. 2022-23 are mentioned:

(Amount in Lakhsl

2. STATE OF AFFAIRS / HIGHLIGHTS:

1. The Company is engaged in the business of manufacturing and trading of solar plants/penal and trading of electronic equipment's & solar equipment's.

2. There has been no change in the business of the Company during the financial year ended March 31, 2024.

3. WEB LINK OF ANNUAL RETURN:

The Company is having website i.e. https://www.gpecosolutions.com/ and annual return of Company has been published on such website. Link of the same is given below: https://www.gpecosolutions.com/investors/#qodef- tab-90152ab

CHANGES IN SHARE CAPITAL

The Following Changes were made during the FY: 23-24

• The Authorized capital was increased from 25 Lakhs to 12 Crores.

• The Paid-up Share capital was increased from 20 Lakhs to 8,43,48,000/- which includes the issue of 70 lakhs number of Bonus Shares and 12,34,800 number of shares issued under private placement, totaling to 82,34,800 number of shares issued during the year.

• The shares issued under private placement were issued on a premium of Rs 40/-

4. MEETINGS:

A. BOARD OF DIRECTORS

Total 9 Board Meetings were held during the Financial Year ended March 31, 2024. The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

The names of members of the Board and their attendance at the Board Meetings are as under:

*Non-Executive Director **Non-Independent Director

B. INDEPENDENT DIRECTORS

1 Meeting of Independent Directors was held during the Financial Year ended March 31, 2024 to review the performance of Board of Directors.

The said meeting was held on March 04, 2024 and all the 3 Independent Directors were present in the meeting.

C. COMMITTEES MEETING

• January 19, 2024: Audit Committee Meeting

• January 30, 2024: Nomination & Remuneration Committee Meeting

• February 27, 2024: Audit Committee Meeting

• March 04, 2024: Stakeholders Relationship Committee Meeting

• March 25, 2024: Corporate Social Responsibility Committee Meeting

The quorum of the meetings were duly met.

5. DETAILS IN RESPECT OF FRAUD:

The Auditor's Report doesn't contain any information in relation to fraud.

6. BOARD'S COMMENT ON THE AUDITORS' REPORT:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory.

7. MATERIAL CHANGES AND COMMITMENTS:

Since the end of the financial year, the company has announced an Initial Public Offering (IPO) and following are the impacts on the financial position of the company:

Increased Capital: The IPO generates substantial funds for growth, expansion, and debt reduction, strengthening the company's balance sheet.

Enhanced Liquidity: Public trading improves share liquidity, providing a clearer market valuation and

liquidity for investors.

Financial Structure: The Company's capital base expands, potentially lowering leverage and improving the

debt-to-equity ratio.

Regulatory Costs: Going public introduces new regulatory and reporting costs, impacting overall expenses.

Market Perception: The IPO affects market perception and valuation, with performance influencing stock

price and investor confidence.

8. CHANGE IN DIRECTORSHIP:

There has been change in the constitution of the Board during the financial year under review. There have been appointment of Directors and KMPs.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

10. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

In the normal course of business, the companies have entered into transactions with related parties. List of related parties are enclosed in "Annexure-A"- Form AOC 2.

And the same, as per Accounting Standard -18 Related Party Disclosures is given in Note no (K) of Notes to Accounts attached to the Balance Sheet as on March 31, 2024.

11. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under Section 118(101 of the Companies Act, 2013.

12. PARTICULARS OF LOANS AND INVESTMENT:

The Company has not made any investments, given guarantees, or provided securities during the financial year under review to which the provision of sections 186 of the Companies Act, 2013.

13. TRANSFER TO RESERVE:

The Board of Directors of your company has decided to transfer Rs 70,273,000/- to the Reserves for the financial year under review.p>

14. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the financial year under review.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO: A. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Conservation of energy is of utmost significance to the Company. Operations of the Company are not energy intensive. However, every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.

• Steps taken by company for utilizing alternate sources of energy: NIL

• Capital investment on energy conservation equipment's: NIL

B. FOREIGN EXCHANGE EARNINGS AND OUTGO

16. RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, dg event, financial, human, environment and statutory compliance.

Company has published such policy on website of the company and the Link of the same is-

https://www.gpecosolutions.com/policies/

17. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ["POSH"]:

Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavors to create and provide an environment that is free from any discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees {whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender} and lays down the guidelines for identification, reporting and prevention of undesired behavior. The Company has duly constituted internal complaints committee as per the said Act.

Company has published such policy on website of the company and the Link of the same is-

https://www.gpecosolutions.com/policies/

During the financial year ended March 31, 2024, there will nil complaints recorded pertaining to sexual harassment.

18. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

As on March 31, 2024, Company is having one Subsidiary, Joint Venture and Associate Company which undertakes the activity of Manufacturing cum Trading of Solar Products. The Company has a subsidiary Company, therefore Company has prepared consolidated financial statement for the financial year ended 2023-24. The Salient features of the financial statement of the Subsidiary & Joint Venture and Associate Companies in Form AOC-1 has been annexed as 'Annexure - B' to the Directors' Report.

19. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal .financial controls with reference to financial statements. During the financial year, such controls were tested and no reportable material weakness in the design or operation was observed.

20. AUDITOR:

STATUTORY AUDITORS

As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as "The Act"), the Company at its Extra-Ordinary General Meeting('EGM") held on November 16, 2023 approved the appointment of M/s. NKMR & Co. (FRN: 028063N) as Statutory Auditor for Financial Year 2023-2024.

STATUTORY AUDITORS (APPOINTMENT)

Auditors of the Company M/s. NKMR & Co (FRN: 028063N) hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment until the conclusion of 15th Annual General Meeting of the company to be held in the Year 2025.

As required under the provisions of Section 139(1) of the Companies Act, 2013, the company has received a written consent from M/s. NKMR & Co. (FRN: 028063N) to their re-appointment and a certificate, to the effect that their re-appointment, if made, would be in accordance with the new Act and the Rules framed there under and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules made thereunder, this provision is not applicable on the company as on March 31, 2024.

COST AUDITORS

In accordance with the provisions of Section 148 of the Act read with Companies (Audit & Auditors) Rules, 2014, Company is required to maintain cost records and accordingly, such accounts and records are maintained by the Company, this provision is not applicable on the company as on March 31, 2024.

21. DIRECTOR'S RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2024, are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, (Auditor/Auditor Firm Name along with FRN). The Directors further confirm that: -

a) In the preparation of the annual accounts for the year ended March 31, 2024 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, 2024 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.

22. DEPOSITS:

The company has not accepted any deposits during the financial year under review.

23. CORPORATE SOCIAL RESPONSIBILITY:

The Company had constituted a CSR Committee to decide upon and implement the CSR Policy of the Company.

As per the provision of Section 135 the Company was required to spend INR. 674,553/- (INR Six Lakhs, Seventy- Four Thousand, Five Hundred and Fifty-Three Only) during the F.Y. 2023-24 and the same has been spent on the areas mentioned under Schedule VII of Companies Act 2013.

The Brief Outline of CSR Policy and initiatives undertaken during the year has been annexed as 'Annexure - C' to the Directors' Report

24. COST RECORD:

The provision of Cost audit as per section 148 doesn't applicable on the Company.

25. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

26. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014, the Company has adopted Whistle Blower Policy/Vigil Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct. It also provides for adequate safeguards against victimization of directors /employees who avail of the Mechanism.

The Company affirms denied access to the Audit Committee. To ensure proper functioning of vigil mechanism the Audit Committee of the Company on quarterly basis take note of the same.

Company has published a policy on website of the company and the Link of the same is- https://www. gpecosolutions.com/policies/

27. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSON:

In terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the necessary disclosures have been annexed as Annexure to the Annual Report.

28. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review has been annexed as Annexure to the Annual Report.

29. CORPORATE GOVERNANCE:

The Company has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Company's Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making. However as per Regulation 15(2) of SEBI (LODR) Regulations, 2015 this regulation is not applicable on us.

30. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES & OF INDIVIDUAL DIRECTORS:

The Board of Directors have evaluated the performance of all Independent Directors, Non-Independent Directors and its Committees. The Board deliberated on various evaluation attributes for all directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the Company's business and operations. The Board found that the performance of all the Directors was quite satisfactory.

The Board also noted that the term of reference and composition of the Committees was clearly defined. The Committee performed their duties diligently and contributed effectively to the decisions of the Board.

The functioning of the Board and its committees were quite effective. The Board evaluated its performance as a whole and was satisfied with its performance and composition of Independent and Non-Independent Directors.

31. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE, 2016:

No application has been made or any proceeding is pending under the IBC, 2016.

32. DIFFERENCE IN VALUATION:

The company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

ACKNOWLEDGMENT

Your directors place on the record their appreciation of the Contribution made by employees, consultants at all levels, who with their competence, diligence, solidarity, co-operation and support have enabled the Company to achieve the desired results.

The board of Directors gratefully acknowledge the assistance and co-operation received from the Central and State Governments Departments, Shareholders and Stakeholders.