Ganesh Green Bharat Ltd Directors Report

To,

The Member,

GANESH GREEN BHARAT LIMITED CIN:L31900GJ2019PLC108417

Your directors have the pleasure of presenting the Report of the Board of Directors on the affairs of GANESH GREEN BHARAT LIMITED ("Company") together with the Audited Financial Statements for the financial year ended on March 31, 2025. Further, in compliance with the Companies Act, 2013 the company has made all requisite disclosures in this Report with the objective of accountability and transparency in its operations and to make you aware about the Companys performance and future prospects.

FINANCIAL SUMMARY:

The financial performance of the Company is summarized below;

STANDALONE:

Particulars	2024-25	2023-2024
Revenue from operations	31139.17	16613.46
Other Income	352.02	56.69
Total Income
	31,491.19	16,670.15
Expenditure other than Depreciation and Finance cost	26778.84	14220.66
Depreciation and Amortisation Expenses	343.89	108.72
Finance Cost	317.55	375.38
Total Expenditure	27440.28	14,704.75
Profit /(Loss) Before Tax	4050.91	1,965.40
Less: Tax Expenses
Current Tax	1,027.18	502.00
Deferred Tax	3.01	(2.78)
Profit/(Loss) After Taxation	2961.59	14,40.40
Less: Tax paid for earlier years	59.14	25.78
Profit After Tax	2961.59	14,40.40
Balance carried to Balance Sheet	2961.59	14,40.40

CONSOLIDATED:

Particulars	2024-25	2023-2024
Revenue from operations	31801.19	17017.02
Other Income	374.74	179.44
Total Income	32,175.93	17,196.46
Expenditure other than Depreciation and Finance cost	27059.47	13514.60
Depreciation and Amortisation Expenses	535.16	337.10
Finance Cost	433.46	505.37
Total Expenditure	28,028.09	14,357.07
Profit /(Loss) Before Tax	4147.85	2839.39
Less: Tax Expenses
Current Tax	1,042.37	639.83
Deferred Tax	3.71	(11.91)
Less: Tax paid for earlier years	59.14	25.78
Profit after Tax before Minority Interest	3042.62	2185.69
Minority Interest in Post-Acquisition Profit	20.38	194.47
Profit After Tax	3022.25	1991.22
Balance carried to Balance Sheet	3022.25	1991.22

FINANCIAL HIGHLIGHTS AND OPERATION

The Highlights of the Companys performance (Standalone) for year ended March 31, 2025 are as under:

The Key highlights pertaining to the business of the company for the year 2024-2025 and period subsequent there to have been given hereunder:

• The Company has reported total income of INR 31139.17 Lacs for Financial Year 2024-2025 as compared to total revenue of INR 1,66,70.15 Lacs in previous year.

• The Net Profit after tax including other comprehensive income stood at INR 2961.59 Lacs for the Financial Year 2024-2025 as against INR 14,40.40 Lacs in the previous year.

The Highlights of the Companys performance (Consolidated) for year ended March 31, 2025 are as under:

The Key highlights pertaining to the business of the company for the year 20242025 and period subsequent there to have been given hereunder:

• The Company has reported total income of INR 32175.93 Lacs for Financial Year 2024-2025 as compared to total revenue of INR 17,196.48 Lacs in previous year.

• The Net Profit after tax including other comprehensive income stood at INR 3022.25 Lacs for the Financial Year 2024-2025 as against INR 1991.22 Lacs in the previous year.

UTILIZATION OF FUNDS THROUGH IPO

The Company has raised funds from the public through IPO in the year under review .

The Company had issued Prospectus dated 10th July,2024 for raising funds through the Initial Public Offer (IPO)/Issue of equity shares. Accordingly, the Company had made the IPO through 100% Book Built Issue and raised Rs. 12522.90Lacs by issuing 65,91,000 Equity Shares of Rs. 10 each of the Company for at issue price of Rs. 190/- per Equity share(including a Premium of Rs. 180/- per Equity share).The total proceeds of IPO were planned with certain objects ,as more particularly stated and described under section titled Objects of the Issue on Page 71 of the Prospectus.

As per recommendation of the Audit Committee and the Board Meeting were approved on 15^th May,2025 the revised Schedule of implementation of Net Issue Proceeds (Initial Public Offering - IPO fund) from the F.Y.2024-25 to F.Y.2025-26 which given as under:

The following are said reasons for Delay in deployment of funds and Revised Schedule of Implementation of Net Issue Proceeds:

Item Head	Amount proposed in the Offer Document/ Prospectus in Rs. Crore	Amount utilised during as at beginning of the March quarter in Rs. Crore	Amount utilised during the March quarter in Rs. Crore	Amount utilised during at end of the March quarter in Rs Crore	Reason for not utilized Amount in F.Y. 2024-25
Funding longterm working capital requirements of the company	60.00	60.00
Repayment and/or prepayment, in full or part, of certain borrowings availed by the company	19.00	19.00
Capital Expansion	11.52	11.50		11.50	The delay in utilization of the IPO proceeds has arisen due to extended timelines in the installation and commissioning of certain machinery. The remaining IPO proceeds of Rs 0.02 Cr will be utilized in FY 26.
General corporate purposes	26.90	12.51	10.97	23.48	The utilization of funds has been slightly delayed due to operational activities. The Board has approved an extension of the timeline for fund utilization accordingly.
Issue Exp	7.81	7.32		7.32	The Issue- related expenses amounting to Rs.0.49 crore
					were paid directly from the companys account and will be reimbursed to the company from the Monitoring Account.

There is no Standard deviation in objects for which funds raised from IPO. The Company will ensure that utilisation will be utilised in F.Y.2025-26.

DIVIDEND

The Board of Directors havent recommended any Dividend for the financial year ended March 31, 2025. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is available on the Companys website at www.ganeshgreen.com

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF"). During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund

DEPOSITS

The Company has neither accepted/invited any deposits from the public during the period, nor there any outstanding deposit of earlier years within the meaning of Section 73 of the Companies Act, 2013.

RESERVES

Your directors propose to carry Rs. 2961.59 Lacs being the profit for the current year in the Balance Sheet during the financial year ended March 31, 2025.

CAPITAL STRUCTURE

Your Companys Equity Share Capital position as at the beginning of the Financial Year 2024-25 (i.e., as on April 1, 2024) and as at the end of the said Financial Year (i.e., as on March 31, 2025) was as follows:

Particulars	Authorized Share capital		Issued, Subscribed and Paid up Share Capital
As on April 1,2024	No. of Shares	Total Amount	No. of Shares	Total Amount
Equity Shares of Rs.10/- each	25,000,000	25,00,00,000	1,82,10,000	18,21,00,000
Total	25,000,000	25,00,00,000	1,82,10,000	18,21,00,000
As on 31st March 2025	No. of Shares	Total Amount	No. of Shares	Total Amount
Equity Shares of Rs.10/- each	25,000,000	25,00,00,000	24,801,000	24,80,10,000
Total	25,000,000	25,00,00,000	24,801,000	24,80,10,000

The Company had made the IPO through 100% Book Built Issue and raised Rs. 12522.90Lacs by issuing 65,91,000 Equity Shares of Rs. 10 each of the Company for at issue price of Rs. 190/-per Equity share(including a Premium of Rs. 180/- per Equity share).

The offer was open to the public from July 05,2024 to July 09,2024 and received overwhelming response. The Anchor Investors Bid/Offer period was one Working Day prior to the Bid/Offer Opening Date i.e. on 4^th July, 2024. The allotment for the Company IPO was finalized on 10^th July, 2024. The equity shares of the Company were listed on

National Stock Exchange of India Limited Emerge ("NSE Emerge") effective from 12th July, 2024.Kfin Technologies Limited is the Registrar and Share Transfer Agent of the Company ,Hem Securities Limited is the book-running lead manager and The market maker for Ganesh Green Bharat IPO is Hem Finlease Private Limited.

During the year under review, the Company has not issued any other convertible securities, bonus shares or made a rights issue of shares or shares with differential voting rights or granted any stock options or any sweat equity shares. Further, the Company did not undertake any buyback of its equity shares during the year.

INDUSTRY SCENARIO AND STATE OF COMPANYS AFFAIRS

Your company is a Public Listed Company having its registered office located in Ahmedabad, Gujarat. The Company deals in manufacturers, suppliers, and contractors of electrical and solar products.

During the Financial Year 2024-2025, the Company has achieved total revenue of Rs. 31,491.19 Lacs as compared to total revenue of INR 16,670.15 Lacs in previous year.The Profit after Tax of the Company for Financial Year 2024-2024 is 2,961.59 Lacs as compared to Profit after Tax of INR 14,40.40Lacs in previous year.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year 2024-2025.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There is no any material change occurred during the financial year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL 1. DIRECTORS:

The Board of Directors of your Company comprised of the following Directors, as on March 31, 2025:

Mr. Ketanbhai Narsinhbhai Patel	Chairman and Managing Director
Mr. Rajendrakumar Narsinhbhai Patel	Wholetime Director
Mr. Niravkumar Sureshbhai Patel	Wholetime Director
Mr. Shilpaben Ketanbhai Patel	Non-Executive and Non- Independent Director
Mr. Sahil Bipin Gala	Non-Executive and Independent Director
Mrs. Palak Jagatbhai Shah	Non-Executive and Independent Director

All the directors of the Company have confirmed that they satisfy the criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013

Mr. Niravkumar Sureshbhai Patel (DIN: 07498377), Director is retiring by rotation at the ensuing 6^th Annual General Meeting of the Company, being eligible seeks reappointment and had given his consent to act as Director of the Company

2. DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act and that he/she meets the criteria of independence as laid out in Section 149(6) of the Act.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent

Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Name of Independent Director	Term of 5 year for Appointment were appointed on 25th October, 2025 at EGM.
	From	To
1 Mr. Sahil Bipin Gala	October 25, 2023	October 24, 2028
2 Mrs. Palak Jagatbhai Shah	October 25, 2023	October 24, 2028

3. KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Act, and the Rules made thereunder, following are the Key Managerial Personnel of the Company as on March 31, 2025:

Name	Designation	Date of Appointment as a KMP
1. Ketanbhai Narsinhbhai Patel	Managing Director	25/10/2023
2. Rajendrakumar Narsinhbhai Patel	Wholetime Director	25/10/2023
3. Niravkumar Sureshbhai Patel	Wholetime Director	25/10/2023
4. Mr. Krunalkumar Dayaljibhai Shah	Chief Financial Officer	25/10/2023
5. Miss Palakben Mahesh Joshi	Company Secretary	25/10/2023

MEETINGS OF THE BOARD OF DIRECTORS

35 meetings of the board of directors were held during the year. Details of the same are as follows:

Date
02-04-2024
19-04-2024
26-04-2024
02-05-2024
09-05-2024
14-05-2024
16-05-2024
24-05-2024
25-05-2024
31-05-2024
15-06-2024
28-06-2024
04-07-2024
10-07-2024
11-07-2024
17-07-2024
25-07-2024
03.08.2024
25-09-2024
27-09-2024
10-10-2024
11-11-2024
14-11-2024
21-11-2024
29-11-2024
02-12-2024
09-12-2024
23-12-2024
07-01-2025
17-01-2025
24-01-2025
11-02-2025
13-02-2025
12-03-2025
20-03-2025

The details of the Board Meetings and attendance of Directors are provided hereunder:

Name of Directors	DIN	Position	No. of Meetings Held During the Financial Year	No. of Meetings Attended Held During the Financial Year
1. KETANBHAI NARSINHBHAI PATEL	07499411	Chairman and Managing Director	35	35
2. RAJENDRAKUMAR NARSINHBHAI PATEL	07498445	Wholetime Director	35	35
3. NIRAVKUMAR SURESHBHAI PATEL	07498445	Wholetime Director	35	35
4. SHILPABEN KETANBHAI PATEL	10316276	Non Executive Director	35	35
5. SAHIL BIPIN GALA	08132442	Independent Director	35	17
6. PALAK JAGATBHAI SHAH	10168539	Independent Director	35	18

AUDIT COMMITTEE

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and your Company has constituted an Audit Committee of the Board of Directors on 25^th October,2023, comprising of the following Directors as on March 31, 2025:

Name	Position in the Committee	Designation
Smt. Palak Jagatbhai Shah	Chairman	Non-executive and Independent Director
Sahil Bipin Gala	Member	Non-executive and Independent Director
Rajendrakumar Narsinhbhai Patel	Member	Whole Time Director

During the year 8 (Eight) meetings of the Audit Committee were held, the dates and attendance are as follows:

Date
02-04-2024
26-04-2024
09-05-2024
10-7-2024
27-09-2024
11-11-2024
14-11-2024
13-02-2025

The details of the Audit Committee Meetings and attendance of Directors are provided hereunder:

Name of Directors	DIN	Position	No. of Meetings Held During the Financial Year	No. of Meetings Attended Held During the Financial Year
1. Palak Jagatbhai Shah	10168539	Chairman and Independent Director	8	8
2. RAJENDRAKUMAR NARSINHBHAI PATEL	07498445	Wholetime Director and Member	8	8
5. SAHIL BIPIN GALA	08132442	Independent Director	8	8

The Chief Financial Officer attends the Audit Committee Meetings as Invitees. The Company Secretary attends and acts as Secretary to the Audit Committee. The Audit Committee makes observations and recommendations to the Board of Directors, which are noted and accepted by the Board.

During the Financial Year 2024-25, all recommendations made by the Audit Committee to the Board of Directors were accepted by the Board and there were no instances where the recommendations were not accepted.

The terms of reference of the Audit Committee are broadly as under:

• Oversight of the Companys Financial Reporting Process and the disclosure of its Financial Information to ensure that the Financial Statement is correct, sufficient and credible;

• Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

• Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

• Examination and reviewing, with the Management, the Annual Financial Statements and Auditors Report thereon before submission to the Board for approval, with particular reference to:

i. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of Section 134 (3)(c) of the Act;

ii. Changes, if any, in the Accounting Policies and Practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by Management;

iv. Significant adjustments made in the Financial Statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to Financial Statements;

vi. Disclosure of any Related Party Transactions;

vii. Qualifications in the draft Audit Report;

• Reviewing with the Management, the quarterly Financial Statements before submission to the Board for approval;

• Review and monitor the Auditors independence and performance and effectiveness of audit process;

• Approval or any subsequent modification of transactions of the Company with Related Parties;

• Scrutiny of Inter - Corporate Loans and Investments;

• Evaluations of Internal Financial Controls and Risk Management Systems;

• Reviewing with the Management, performance of Statutory and Internal Auditor and adequacy of the internal control systems;

• Reviewing the adequacy of internal audit function and discussion with Internal Auditors of any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

• Discussing with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• Reviewing the functioning of the whistle blower mechanism;

• Such roles as may be delegated by the Board and/or prescribed under the Companies Act, 2013 or other applicable law.

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and your Company has constituted a Nomination and Remuneration Committee of the Board of Directors, on 25^th October,2023, comprising of the following Directors as on March 31, 2025:

Name	Position in the Committee	Designation
Sahil Bipin Gala	Chairman	Non-executive and Independent Director
Palak Jagatbhai Shah	Member	Non-executive and Independent Director
Shilpaben Ketanbhai Patel	Member	Non-Executive Director

During the year 2 (Two) meetings of the Nomination and Remuneration Committee were held, the dates and attendance are as follows:

Date

27-09-2024

20-03-2025

The details of the Nomination and Remuneration Committee Meetings and attendance of Directors are provided hereunder:

Name of Directors	DIN	Position	No. of Meetings Held During the Financial Year	No. of Meetings Attended Held During the Financial Year
1. Sahil Bipin Gala	08132442	Chairman and Independent Director	2	2
2. Palak Jagatbhai Shah	10168539	Independent Director	2	2
3. Shilpaben Ketanbhai Patel	10316276	Non-Executive Director and Member	2	2

The Company Secretary is the Secretary to the Nomination and Remuneration Committee.

The broad terms of reference of Nomination and Remuneration Committee includes:

• Determination and recommendation of criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;

• Review and approval of compensation / remuneration payable to Senior Management Personnel, Relatives of Directors, Executive and Non-Executive Directors etc. and recommend to the Board for their approval;

• Succession planning for Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment of Directors/ Independent Directors based on laid down criteria;

• Examination and evaluation of performance of the Board of Directors and Senior Management Personnel including Key Managerial Personnel based on criteria approved by the Board;

• devising a policy on diversity of our Board;

• identifying persons, who are qualified to become directors or who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying out evaluation of every directors performance;

• determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

• recommending remuneration of executive directors and any increase therein from time to time within the limit approved by the members of our Company; recommending remuneration to non-executive directors in the form of sitting fees for attending meetings of the Board and its committees, remuneration for other services, commission on profits;

• Performing such other functions as may be delegated by the Board and/or prescribed under the Companies Act, each as amended or other applicable law.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company has constituted a Stakeholders Relationship Committee of the Board of Directors, on 25^th October,2023, comprising of the following Directors as on March 31, 2025:

Name	Position in the Committee	Designation
Shilpaben Ketanbhai Patel	Chairman	Non-Executive Director
Palak Jagatbhai Shah	Member	Non-Executive Director and Independent Director
Ketanbhai Narsinhbhai Patel	Member	Managing Director

During the year 2 (Two) meetings of the Stakeholders Relationship Committee were held, the dates and attendance are as follows:

Date

10-10-2024

08-01-2025

The details of the Stakeholders Relationship Committee Meetings and attendance of Directors are provided hereunder:

Name of Directors	DIN	Position	No. of Meetings Held During the Financial Year	No. of Meetings Attended Held During the Financial Year
1. Shilpaben Ketanbhai Patel	08132442	Chairman and NonExecutive Director	2	2
2. Palak Jagatbhai Shah	10168539	Independent Director and Member	2	2
3 Ketanbhai Narsinhbhai Patel	07499411	Managing Director and Member	2	2

The Stakeholders Relationship Committee looks into various issues relating to shareholders including:

• Transfer and transmission of shares held by shareholders in demat format;

• Shareholders Compliant viz non-receipt of dividend, annual report, shares after transfer, delays in transfer of shares etc.;

• Status of dematerialization/rematerialization of shares;

• Issue of duplicate share certificates;

• Monitor and Track redressal of Investor complaints;

• Oversee the performance of the Companys Registrar and Transfer Agents;

• Suggest measures for improvement upgrade the standard of services to investors from time to time;

• Performing such other functions as may be delegated by the Board and/or prescribed under the Companies Act, each as amended or other applicable law.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has reconstituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors, on 25^th October,2023, comprising of the following Directors as on March 31, 2025:

Name of the Director	Status in Committee	Nature of Directorship
Sahil Bipin Gala	Chairman	Non-executive and Independent Director
Rajendrakumar Narsinhbhai Patel	Member	Whole Time Director
Ketanbhai Narsinhbhai Patel	Member	Managing Director

During the year 3 (Three) meetings of the Corporate Social Responsibility (CSR) Committee were held, the dates and attendance are as follows:

Date

25-05-2024

25-07-2024

29-03-2025

The details of Corporate Social Responsibility Committee Meetings and attendance of Directors are provided hereunder:

Name of Directors	DIN	Position	No. of Meetings Held During the Financial Year	No. of Meetings Attended Held During the Financial Year
1. Sahil Bipin Gala	08132442	Chairman and NonExecutive Director	3	3
2. Rajendrakumar Narsinhbhai Patel	07498445	Whole Time Director and Member	3	3
3 Ketanbhai Narsinhbhai Patel	07499411	Managing Director and Member	3	3

The broad terms of reference of Corporate Social Responsibility Committee includes:

• To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

• To review and recommend the amount of expenditure to be incurred on activities referred to in Section 135(a) of the Companies Act, 2013;

• To institute a transparent monitoring mechanism for the implementation of the CSR projects, programs and activities undertaken the Company from time to time;

• To Monitor the Corporate Social Responsibility policy of the Company from time to time; and

• Performing such other functions as may be delegated by the Board and/or prescribed under the Companies Act, each as amended or other applicable law.

SEPARATE MEETING OF INDEPENDENT DIRECTORS & ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES & OF INDIVIDUAL DIRECTORS

The separate meeting of Independent Directors was held on 31^st March, 2025 to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Chairman and to assess the quality, quantity and timeliness of flow of information between the company management and the Board and its members that is necessary for the Board to effectively and reasonably perform their duties.

NOMINATION AND REMUNERATION POLICY

The Policy of the Company on Director s Appointment, Remuneration and other Term including criteria for determining qualification and positive attribute, experience and any other matter as required to be provided for the Independence of Director as per sub section (3) of section 178 of the Act is on Companys Website: www.Ganeshgreen.com. The inter alia provides that the Nomination and Remuneration Committee shall formulate the criteria for Board membership and laid down the effective of performance evaluation of Board, its Committee and the Director and such other matter as provided in section 178 of Companies Act, 2013.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure herewith.

The statement containing top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to members excluding this annexure. In terms of Section 136 of the Act, the said annexure will be for inspection.

And affirmation that the remuneration is as per the remuneration policy of the company: Pursuant to Rule 5(1)(xii) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, KMPs, Senior Management and other employees of the Company is as per the Remuneration Policy of the Company.

DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

None of the employee of your company, who was employed throughout the financial year, was in receipt of remuneration in aggregate exceeding the limit specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES .JOINT VENTURE AND ASSOCIATE COMPANIES:

During the financial year the Company had only one Joint Venture namely PIGL GEPL JV. The Company has 50% share in profits of PIGL GEPL JV. Your Company had One Subsidiary Company i.e. Souraj Energy Private Limited during the Financial Year, in which your Company holds 74% as on March 31, 2025. The Company does not have any associate Company. A report on the financial position of the Subsidiary Company and joint venture as per Section 129(3) of the Companies Act, 2013 is provided in Form AOC-1 enclosed to the Financial Statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Companys website at www.ganeshgreen.com .

Policy for Material Subsidiary:

In terms of Regulation 16 (1) (c) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Companys Policy for Determining Material Subsidiary, Souraj Energy Private Limited continues to be a material subsidiary of your Company. And policy for Determining Material Subsidiary is on company website at www.ganeshgreen.com.

DEPOSITS

The details relating to deposits, covered under Chapter V of the Act:

(a) accepted during the year: NIL

(b) remained unpaid or unclaimed as at the end of the year: NIL

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) at the beginning of the year: NIL

(ii) maximum during the year: NIL

(iii) at the end of the year: NIL

(d) The details of deposits which are not in compliance with the requirements of Chapter V of the Act: NIL

AUDITORS

Pursuant to provisions of Section 139 and other applicable provisions and relevant rules of the Companies Act, 2013, appointment M/s. K.C. PARIKH & Associates, Chartered Accountants, Surendranagar (Firm Registration No. 107550W) were appointed as the auditors of the Company for a term of five consecutive years from the 5th Annual General Meeting till the conclusion of 10th Annual General to be held in the year 2029.However, M/s. K.C. PARIKH & Associates, Chartered Accountants, Surendranagar (Firm Registration No. 107550W) vide his letter dated 04/06/2025 has resigned as the Statutory Auditors of the Company.

The Board of Directors, noted and accepted the resignation of M/s. K.C. PARIKH & Associates, Chartered Accountants, Surendranagar having (Firm Registration No. 107550W) on 10^th June,2025. Further, Board approved the appointment on 10^th June,2025 of M/s D.G. Patel &CO., Chartered Accountants, Ahmedabad (Firm Registration No: 113866W),as Statutory auditors of the Company to fill the casual vacancy caused by resignation of M/s. K.C. PARIKH & Associates, Chartered Accountants, Surendranagar(Firm Registration No. 107550W), who hold office until the conclusion of the 6th Annual General Meeting of the Company subject to the approval of shareholders.

The Board of Directors of the Company on the recommendation of the Audit Committee proposed to the re-appointment of M/s D.G. Patel &CO., Chartered Accountants, Ahmedabad (Firm Registration No: 113866W) as the Statutory Auditors of the Company, subject to shareholders approval, to hold office for a term of 5 consecutive years from the 6th Annual General Meeting till the conclusion of 11th Annual General to be held in the year 2030. M/s D.G. Patel &CO., Chartered Accountants, Ahmedabad (Firm Registration No: 113866W) have given their consent to act as the Auditors of the Company and have confirmed that the said appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.

AUDITORS REPORT

The Audit Report on the Financial Statements of the Company for the financial year ended 31st March, 2025 read with relevant notes thereon are self-explanatory and there is no qualification, reservation or adverse remarks or disclaimer made by the auditors in their report.

REPORTING OF FRAUDS

Auditors of the Company have not reported any fraud as specified under the 2nd proviso to Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT

In terms of the provision of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s Nirav Soni & Co., Practicing Secretaries, Ahmedabad, as the Secretarial Auditor for conducting the Secretarial Audit of your Company for the Financial Year ended March 31, 2025.

Further, the Board of Directors at their meeting held on 1^st July, 2025 appointed M/s Nirav Soni & Co., a Practicing Company secretary, Ahmedabad(COP: 14695 and M.No.39566) as Secretarial Auditors of the Company for a period of 5 years commencing from the financial year 2025-26 to 2029-30 in pursuance to the provisions of the Section 204 of the Companies Act, 2013 and Regulation 24A of the Listing Regulations subject to the approval of shareholders in upcoming 6^th annual general meeting. The Secretarial Auditors Report for F.Y. 2024-25 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors Report is enclosed as Annexure to the Boards report, which forms part of this Integrated Annual Report. The point whichever is taken into consideration as follows:

1. During the course of our Secretarial Audit, it was observed that the Company had filed a suo-moto application for adjudication under Section 454 of the Companies Act, 2013, in respect of a violation under Section 135 of the Act, relating to the non-transfer of the unspent Corporate Social Responsibility (CSR) amount to a fund specified in Schedule VII within the prescribed time. Consequently, the Registrar of Companies (ROC) issued a penalty order dated 11^th July, 2024. The Company has filed an appeal in form ADJ vide SRN AB0488031 against the said order before the Honble Regional Director, North Western Region, and the matter is currently under consideration.

2. During the course of our Secretarial Audit, it was observed that the Company had filed a suo-moto application for compounding of the offence under Section 129 of the Companies Act, 2013, pertaining to the non-preparation of consolidated financial statements for the financial year 2021-2022. The compounding application was submitted in Form GNL-1 vide SRN F93123206 and was duly considered by the Honble Registrar of Companies, Ahmedabad

INTERNAL AUDITOR:

Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/s. M/s. Pankaj Kumar J & Co, Chartered Accountants as an Internal Auditor of the Company for the FY 2024-25.

COST AUDITOR

During the year under review, in accordance with the provisions of Section 148(1) of the Act, your Company has maintained the accounts and cost records, as specified by the Central Government. Such cost accounts and records are subject to audit by M/s. Dalwadi & Associates, Cost Auditors of the Company for the FY 24-25. The Board has re-appointed M/s. Dalwadi & Associates, Cost Accountants (Firm Registration Number : 000338) as the Cost Auditors of your Company for conducting cost audit for the FY 25-26. A resolution seeking the approval of the shareholders for ratifying the remuneration payable to the Cost Auditors for the FY 2025-26 is provided in the Notice of the ensuing AGM. The Cost accounts and records as required to be maintained under Section 148(1) of the Act are duly made and maintained by your Company.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, the Company falls under the criteria mentioned under section 135(1) of the Companies Act, 2013 for 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 of the Companies Act, 2013 was required to spend INR. 25,14,838 during the F.Y. 2024-25 and the same has spent on the area mentioned under Schedule VII of Companies Act,2013. The Company had made spent INR 25,62,000 during the F.Y. 2024-25.Annual report on CSR activities is enclosed as Annexure to this report.

During the year of review that the Company had filed a suo-moto application for adjudication under Section 454 of the Companies Act, 2013, in respect of a violation under Section 135 of the Act, relating to the non-transfer of the unspent Corporate Social Responsibility (CSR) amount to a fund specified in Schedule VII within the prescribed time. Consequently, the Registrar of Companies (ROC) issued a penalty order dated 11^th July, 2024. The Company has filed an appeal in form ADJ vide SRN AB0488031 against the said order before the Honble Regional Director, North Western Region, and the matter is currently under consideration

SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. In a separate meeting of Independent Directors, performance of Non Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of Executive and Non-Executive Directors. The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board.

VIGIL MECHANISM

The provisions regarding vigil mechanism as provided in Section 177(9) of the Companies Act, 2013 read with rules framed there under are not applicable on the Company.

RISK MANAGEMENT POLICY

Pursuant to section 134(3) (n) of the Companies Act, 2013, the Company has developed and implemented Risk Management Policy to identify the elements of risk that may threaten the existence of the Company and measures to be taken to mitigate the said risk elements. The Company being a unlisted Public Limited Company is not

under the purview for constituting Risk management committee under the provisions of listing agreement.

LOAN FROM DIRECTORS OR THEIR RELATIVES

During the period under review, the company has accepted unsecured loan from the Directors and their relatives pursuant to Rule 2(1)(C)(VIII) of Companies (Acceptance of Deposits) Rule, 2014. The Directors have furnished declaration to the company at the time of giving the loan that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others. The summary of the loan taken during the year have been provided in the Notes to the Financial Statement.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under the aforesaid provisions during the Financial Year 2023-24, have been provided in the Notes to the Financial Statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

The Company has entered into transactions with the related parties under section 188 of the Companies Act, 2013. The detail of such transaction has been attached in notes to accounts to the Balance Sheet of the company and in AOC-2 forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is presented in a

separate section, forming part of the Annual Report is enclosed as Annexure.

INTERNAL CONTROL SYSTEMS

The Companys internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

• Compliance with applicable laws, regulations and management policies.

The Company has an Internal Audit function which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements. It comprises experienced professionals who conduct regular audits across the Companys operations. The Company has also appointed a firm of Chartered Accountants as Internal Auditors, who reviews the various functions of the Company thoroughly and report to the Audit Committee. During the Financial Year under review, the control mechanism and the process of testing controls were discussed with the Statutory Auditors. The Statutory Auditors have submitted their report on Internal Financial Controls which forms an integral part of this Report

The adequacy of the same has been reported by the Statutory Auditors of your Company in their report as required under the Companies (Auditors Report) Order, 2020.

The Company had appointed M/s. Pankaj Kumar J & Co, Chartered Accountants, as Internal Auditor of the Company for the Financial Year 2024-25.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company is pleased to report that during the year under reporting, the industrial relations were cordial.

Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct or Ethics Policy.The policy is on Companies Website: www.ganeshgreen.com

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

Information in accordance with the provisions of Section 134 read with the Companies (Accounts) Rules, 2014 regarding conservation of energy, and technology absorption apply to the Company are given below:

(A) Conservation of energy- Company is taking all possible measures to conserve the energy.

Steps taken for conservation	No Specific measures were taken
Steps taken for utilizing alternate sources of energy	NIL
Capital investment on energy conservation equipments	2513.26 (Investment in Solar PV Module production machinery)

(B) Technology absorption-

Efforts made for technology absorption	No Research and development was carried out during the year under report
Benefits derived	Not Applicable
Expenditure on Research &Development, if any	Capital & Revenue Expenditure - NIL
Details of technology imported, if any	Not Applicable
Year of import	Not Applicable
Whether imported technology fully absorbed	yes
Areas where absorption of imported technology has not taken place, if any	Not Applicable

FOREIGN EXCHANGE EARNINGS & OUTGO

The Company has incurred expenditure in foreign currency amounting to Rs.2513.26 Lakhs (Professional fees plus value of import capital goods on CIF basis) (Previous

Year: NIL) and has earned income in foreign currency amounting to Rs. 77.06 Lakhs during the year (Previous Year: Nil).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, it is hereby confirmed:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit or loss of the Company for the period ended 31.03.2024;

c) that the Directors had 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) that the Directors had prepared the annual accounts on a going concern basis and

e) That 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.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

INTERNAL COMPLAINTS COMMITTEE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has complied with the provisions relating to the Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case filed or registered with the Committee during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe environment for every women employee at the workplace.

MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961 and the amendments made thereto. The Company has implemented all measures prescribed under the Act, including the provision of maternity leave, nursing breaks, and creche facility (where applicable), to support the welfare of women employees.

SECRETARIAL STANDARDS

Pursuant to clause 9 of the revised Secretarial Standard - 1, your company has complied with applicable secretarial standards issued by the Institute of Company Secretaries of India, during the financial year under review.

ANNUAL RETURN

Pursuant to the Provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration)Rules, 2014, Annual Return of the Company as at March 31, 2025 is available on your Companys website at www.ganeshgreen.com

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS.

During the year under review, there has been no one time settlement of loans taken from Banks and financial institutions.

Other Disclosures

Particulars Statutes Details Website link for details/ policy Related Party Transactions ("RPT") Regulation 23 of the SEBI Listing Regulations and as defined under the Act. During the year under review, all RPTs entered by the Company were in the ordinary course of business and in respect of transactions with related parties under Section 2(76) of the Act, are at arms length basis and were approved by the members of the Audit Committee including Independent Directors.Similarly, the Company intends seeking approval of its Members for material related party transactions for FY 2026 at its ensuing 6^th AGM. The Boards approved policy for related party transactions is uploaded on the website of the Company.

Details of noncompliance by the Company, penalty, strictures imposed on the Company by the stock exchange, or Securities and Exchange Board of India or any statutory authority on any matter related to capital markets during the last three financial years Schedule V(C) 10(b) to the SEBI Listing Regulations NIL The Company has made disclosure on its Company Website all such events or information which has been disclosed to stock exchange under sub regulation of (8 ) of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 .

ACKNOWLEDGEMENT

Your directors wishes to place on record its sincere thanks to all the Customers, Suppliers, Bankers and Central and State Government Authorities for extending support to your Company. The Board also places on record its sincere appreciation of the contribution made by all the stakeholders for placing their faith and trust on the Board.

By Order of the Board of Directors For, GANESH GREEN BHARAT LIMITED

Name : Ketanbhai Narsinhbhai Patel	Rajendrakumar Narsinhbhai Patel
Designation : Director	Director
DIN:07499411	DIN:07498445
Place: Ahmedabad
Date: 11.07.2025