GEM Enviro Management Limited's Board of Directors has approved the incorporation of a joint venture company with Rudrabhishek Infosystem Private Limited during a board meeting held on February 17, 2026. The strategic partnership aims to provide technical and technological solutions in recycling, waste management, sustainability and ecosystem conservation.

Joint Venture Structure and Capital Details

The proposed joint venture company will be named Nova GEM Limited, subject to approval from the Ministry of Corporate Affairs. The company structure reflects a strategic partnership between the two entities with defined shareholding arrangements.

Partner Company Profile

Rudrabhishek Infosystem Private Limited, a wholly owned subsidiary of Rudrabhishek Enterprises Limited, brings complementary capabilities to the joint venture. The partnership combines both companies' expertise in sustainability solutions.

Financial data as per audited financial statements for the financial year ended March 31, 2025

Business Scope and Strategic Rationale

The joint venture will operate in the domestic market, focusing on providing technical and technological solutions across multiple sustainability areas. The collaboration represents GEM Enviro's strategic investment to expand its capabilities in environmental solutions.

Key business areas include:

• Recycling solutions and technology
• Comprehensive waste management services
• Sustainability consulting and implementation
• Ecosystem conservation projects

Regulatory Compliance and Approvals

The joint venture formation complies with SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The incorporation requires approval from the Ministry of Corporate Affairs before the company can commence operations.

The transaction does not constitute a related party transaction, and the joint venture agreement terms are yet to be finalized and executed. The board meeting, which commenced at 04:30 P.M. and concluded at 05:00 P.M., provided in-principle approval for the strategic partnership.

Upon incorporation, Nova GEM Limited will become a subsidiary of GEM Enviro Management Limited, strengthening the company's position in the sustainability and waste management sector.

GEM Enviro Management Limited has announced a postal ballot process for the appointment of three directors, with the e-voting period scheduled from January 13, 2026 to February 11, 2026. The company issued the postal ballot notice on December 26, 2025, in compliance with Regulation 30 of the SEBI Listing Regulations.

Proposed Director Appointments

The postal ballot seeks shareholder approval for three key appointments through remote e-voting:

E-Voting Process and Timeline

The company has engaged Central Depository Services (India) Limited (CDSL) to provide the remote e-voting facility. The voting process will be conducted entirely through electronic mode, with no physical postal ballot forms being distributed to members.

Key Dates and Timeline

Director Profile Details

Mr. Anil Kumar Behl - Managing Director Appointee

Mr. Anil Kumar Behl, aged 67 years, is a fellow member of the Institute of Chartered Accountants of India (ICAI) with over four decades of professional experience. He brings extensive expertise in sustainability, environmental consultancy, and responsible business practices. The Board appointed him as Additional Director on December 09, 2025, and he will serve as Managing Director for three consecutive years from December 09, 2025 to December 08, 2028.

Notably, Mr. Behl will not draw any remuneration from the company but will be entitled to sitting fees of ₹5,000.00 per Board meeting attended and reimbursement of expenses. His appointment is significant as he will attain the age of 70 years during his tenure, requiring special shareholder approval under the Companies Act provisions.

Mr. Suresh Kumar Gupta - Independent Director Appointee

Mr. Suresh Kumar Gupta, aged 66 years, is a seasoned Practicing Chartered Accountant with over 40 years of experience in accounting, auditing, taxation, and financial advisory services. The Board appointed him as Additional Director in the capacity of Non-Executive Independent Director on December 16, 2025. His proposed term spans five consecutive years from December 16, 2025 to December 15, 2030.

Voting Eligibility and Process

Shareholders whose names appear in the Register of Members or List of Beneficial Owners as on the cut-off date of January 02, 2026, are eligible to vote. The notice is being sent only through electronic mode to members whose email addresses are registered with the company, depositories, or the Registrar and Transfer Agent.

The voting process accommodates different categories of shareholders:

• Individual shareholders holding securities in demat mode with CDSL or NSDL
• Physical shareholders and non-individual shareholders
• Institutional and custodian shareholders

Corporate Governance Framework

The appointments align with the company's governance structure, with both appointees bringing complementary expertise. Mr. Behl's background in sustainability and environmental consultancy supports the company's waste management focus, while Mr. Gupta's financial and advisory experience strengthens the Board's oversight capabilities.

The Nomination and Remuneration Committee has evaluated both candidates' qualifications, expertise, and integrity, recommending their appointments to enhance the company's strategic direction and governance standards. The postal ballot results, along with the scrutinizer's report, will be made available on the company's website and communicated to BSE Limited where the company's shares are listed.