Ganesh Housing Corporation Ltd Directors Report

Dear Shareholders,

Ganesh Housing Corporation Limited,

Your directors take pleasure in presenting the Thirty Fourth (34th) Annual Report together with the Standalone and Consolidated Audited Financial Statements of the Company for the Financial Year ended March 31,2025.

1. FINANCIAL SUMMARY (CONSOLIDATED AND STANDALONE)

(Rs. in Lakhs)

Particulars	Consolidated		Standalone
	Year Ended 31-03-2025	Year Ended 31-03-2024	Year Ended 31-03-2025	Year Ended 31-03-2024
Revenue from Operations	95976.18	89201.11	67629.26	59440.53
Other Income	3373.03	693.02	172.44	151.88
Total Income	99349.22	89894.13	67801.70	59592.41
Operating Expenses	18049.12	26888.13	15982.83	22447.29
Earnings Before Interest, Tax and Depreciation	81300.10	63006	51818.87	37145.12
Less: Finance Cost	383.37	373.20	80.36	101.92
Less: Depreciation	743.17	658.63	743.17	647.36
Profit/ (Loss) before Tax	80173.55	61974.16	50995.33	36394.84
Less: Current Tax	(20415.62)	(15966.80)	(13007.00)	(9300.00)
Less: Deferred Tax	48.07	63.36	56.64	(2.32)
Profit/ (Loss) after Tax	59806.00	46070.72	38044.98	27093.52
Share of profit of joint venture and associates (net)	0.00	0.00	0.00	0.00
Profit/(loss) for the year	59806.00	46070.72	38044.98	27093.52
Other Comprehensive Income/ (Loss)	0.00	0.00	0.00	0.00
Total Comprehensive Income/(Loss) for the period	59806.00	46070.72	38044.98	27093.52
Attributable to:
Owners of the holding Company	59806.00	46070.72	-	-
Non-controlling interest	0.00	0.00	-	-

2. FINANCIAL PERFORMANCE AND STATE OF COMPANIES AFFAIRS:

Operating Results:

The Standalone and Consolidated Financial Statements for the financial year ended March 31, 2025, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (IND AS) as notified by the Ministry of Corporate Affairs.

During the financial year 2024-2025, revenue from operations on consolidated basis has increased from Rs.89201.11 lakhs in previous year to Rs.95976.18 lakhs. Further, during the year under review the Company booked other income of Rs.3373.03 lakhs.

Total Expenditure (excluding interest & financial charges and depreciation) of the Company has decreased from Rs.26888.13 lakhs to Rs.18049.12 lakhs. After providing for interest and financial charges of Rs.383.37 lakhs and depreciation of Rs.743.17 lakhs, the Profit before Tax stood at Rs.80173.55 lakhs and Net Profit after Tax at Rs.59806 lakhs.

The Companys principal sources of liquidity are cash and cash equivalents, liquid investments, and the cash flow that the Company generates from its operations.The Company continued to be debt-free and maintained sufficient cash to meet its strategic and operational requirements.

Project Updates:

MALABAR RETREAT

At present the construction of Residential Project called Malabar Retreat situated at Ambedkar University Road, near Nirma University, off S.G Highway, Chharodi, Ahmedabad is in full swing. The said project comprises of 160 residential units with a total built up area of 711999.31 sq. ft. 34924.44 sq. mtrs. RERA carpet.

Material changes and commitments:

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2024-2025 and the date of this report.

3. TRANSFER TO RESERVES

As permitted under the Companies Act, 2013 ("the Act"), the Directors do not propose to transfer any sum to the General Reserve pertaining to Financial Year 2024-2025.

4. CREDIT RATING

During the year under review, the Company was not required to obtain credit rating.

5. DIVIDEND

The Board of Directors of the Company at their meeting held on May 14, 2025, inter alia, approved and recommend payment of Dividend of Rs.5/- (Rupees Five Only) per Equity Share of Rs.10/- (Rupees Ten Only) each (50 %) for the financial year ended March 31, 2025, subject to approval of the members at the ensuing Annual General Meeting ("AGM").

The Dividend for the financial year ended March 31, 2025, if approved by the members at the ensuing AGM, will be paid on or before October 07, 2025, to those members whose name appear in the Register of Members of the Company or Register of Beneficial Owners maintained by the Registrar and Share Transfer Agent ("RTA") as on Record Date i.e. Friday, August 29, 2025.

Members holding shares in physical/demat form are hereby informed that the bank particulars registered with RTA or their respective DP, as the case may be, will be considered by the Company for payment of dividend.

Members holding shares in physical/demat form are required to submit their bank account details, if not already registered, as mandated by the SEBI.

In case the Companys dividend banker is unable to process the final dividend to any Member by electronic mode, due to non-availability of the details of the bank account or for any other valid reason whatsoever, the Company shall dispatch the dividend warrants/ demand drafts to such members by post.

As per the applicable provision of Income-Tax Act, 1961, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company makes the payment of the dividend after deduction of tax at source.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has adopted the Dividend Distribution Policy which is available: https://ganeshhousing. com/assets/main/pdf/corporate-governance/policies/ Dividend-Distribution-Policy.pdf

6. FUTURE OUTLOOK

As regards the Million Minds SEZ project, Phase 1(MOne), our premier commercial IT SEZ project, is nearing completion. We are ten months ahead of the projected schedule and anticipate it will become commercially operational by the third quarter of the current financial year.

7. FIXED DEPOSITS

Your Company has not accepted any public deposits during the financial year under review and as such no amount of principal or interest was outstanding as of the Balance Sheet date.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has three (3) Wholly Owned Subsidiaries viz. Madhukamal Infrastructure Private Limited, Gatil Properties Private Limited and Million Minds Techspace Private Limited at March 31,2025.

The Company has no associate companies and joint ventures.

During the year, the Board of Directors have reviewed the affairs of the subsidiaries. Pursuant to Section 129(3) of the Act read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statement of the subsidiary companies is attached to the financial statement in Form AOC-1. The statement also provides details of performance and financial position of each of the subsidiaries and their contribution to the overall performance of the Company.

In compliance with Regulation 16(1)(c) of SEBI Listing Regulations, the Company has formulated a policy for determining material subsidiaries. The said policy is available on the website of the Company at https:// ganeshhousing.com/assets/main/pdf/corporate- governance/policies/policy-on-material-subsidiaries. pdf

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the website of your Company viz. www.ganeshhousing.com

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment/Re-appointment or any changes thereof:

APPOINTMENT/CESSATION

During the year under review, the Board was reconstituted as the second term of all the Independent Directors (viz; Dr. Tarang M. Desai, Dr. Bharat J. Patel and Mr. Ashish H. Modi) got completed on September 14, 2024 and new Independent Director and Non-Executive Directors were taken onboard by the Members through postal ballot on October 15, 2024 with a Term of five (5) years with effect from September 13, 2024 upto September 12, 2029, which are as under:

1. Mr. Sandeep Mohanraj Singhi (DIN: 01211070): Non - Executive - Independent Director

2. Mr. Darshankumar Naranbhai Patel (DIN: 00068650): Non - Executive - Independent Director

3. Mr. Ameetkumar Hiranyakumar Desai (DIN: 00007116): Non - Executive - Independent Director

4. Mr. Ashish Kantilal Patel (DIN: 02584772): Non - Executive - Independent Director

5. Mr. Anmol Dipakkumar Patel (DIN: 08068767): Non-Executive - Non Independent Director and

6. Mr. Amanvir Shekhar Patel (DIN:08752273): Non - Executive - Non Independent Director

Your Board places on record the deep appreciation for valuable services and guidance provided by Dr. Tarang M. Desai, Dr. Bharat J. Patel and Mr. Ashish H. Modi during their tenure of Directorship.

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

In accordance with the provisions of Section 152 and other applicable provisions, of the Act, Mr. Shekhar G. Patel [DIN: 00005091], Managing Director & CEO and Ms. Aneri D. Patel [DIN: 06587573], Non - Executive Non- Independent Director of the Company, are liable to retire by rotation at the ensuing AGM and being eligible have offered themselves for re-appointment. In terms of sub-regulation (3) of Regulation 36 of SEBI Listing Regulations, brief resumes of Mr. Shekhar G. Patel and Ms. Aneri D. Patel who are retiring by rotation and proposed to be appointed, is provided in the Notice section forming part of this Annual Report

Other:

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in Act as well as the Rules made thereunder and are independent of the management.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors state that:

(i) In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed to the extent applicable to the Company. There are no material departures in the adoption of the applicable Accounting Standards;

(ii) 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 at the end of the financial year March 31, 2025 and of the Profit of the Company for that period;

(iii) 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;

(iv) The Directors have prepared the annual accounts on a going concern basis;

(v) The Directors have laid down internal financial control to be followed by the Company and that such internal financial control are adequate and were operating effectively; and

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

11. UNCLAIMED AND UNPAID DIVIDENDS AND SHARES TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of sections 124 and 125 of the Act read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") dividends which remain unpaid or unclaimed for a period of seven (7) years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF").

The details of dividend remitted to IEPF during the financial year 2024-2025 is as follows:

Financial Year	Dividend declared on	Last due date for claiming Dividend	Due date of transfer of said Amount	Amount transferred to IEPF	Date of transfer to IEPF
2016-2017	27/09/2017	26/10/2024	25/11/2024	Rs. 8,18,440/-	02/12/2024

The IEPF Rules mandate companies to transfer all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of IEPF. The Members whose dividend and/or shares are transferred to the IEPF Authority can claim their shares and/or dividend from the IEPF Authority following the procedure prescribed in the IEPF Rules.

Accordingly, following shares whose dividend has remained unpaid/ unclaimed for a period of seven (7) consecutive years were transferred to IEPF Authority during the financial year 2024-2025:

Financial Year to which dividend relates	No. of Shares transferred	Due date for transfer of Shares	Execution date for Corporate Action
2016-2017	4062	26/10/2024	10/12/2024

In accordance with the said IEPF Rules and amendments thereof, the Company will sent notices to all the proposed Shareholders whose shares will become due for transfer to the IEPF Authority on or before October 29, 2025 and simultaneously publish newspaper advertisements.

The Company has appointed a Nodal Officer and 3 (three) Deputy Nodal Officers under the provisions of IEPF, the details of which are available on the website of the Company https://ganeshhousing.com/dividend

12. STATUTORY DISCLOSURES PARTICULARS OF EMPLOYEES

Disclosures 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 are given below:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in the remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year 2024 - 2025:

Name	Ratio to median Remuneration	% Increase in remuneration in the financial year
Directors:
Mr. Dipakkumar G. Patel	14.99	0.26
Mr. Shekhar G. Patel	14.99	-0.14
#Dr. Tarang M. Desai	0.04	-5.87
#Dr. Bharat J. Patel	0.03	6.60
#Mr. Ashish H. Modi	0.04	-2.43
Ms. Aneri D. Patel	0.03	57.35
Ms. Palak M. Pancholi	0.04	102.86
*Mr. Sandeep M. Singhi	0.01	-
*Mr. Darshankumar N. Patel	0.01	-
*Mr. Ameetkumar H. Desai	0.01	-
*Mr. Ashish K. Patel	0.02	-
*Mr. Anmol D. Patel	0.01	-
*Mr. Amanvir S. Patel	0004	-
Chief Financial Officer
Mr. Rajendra Shah	11.14	14.58
Company Secretary
Ms. Jasmin Jani	1.76	24.56

# The Independent directors tenure was from April 01,2024 to September 14, 2024.

* Directors appointed during the financial year 2024-2025.Hence no comparison is available.

b) The percentage increase/ (decrease) in the median remuneration of employees in the financial year: 22.94%;

c) The number of permanent employees on the rolls of Company as on March 31,2025: 111;

d) Average percentile increase/(decrease) made in the salaries of employees other than the managerial personnel in the financial year i.e. 2024-2025 was 23.71% whereas the increase/ decrease in the managerial remuneration (which includes remuneration of CFO and CS) for the same financial year was 24.31%.

e) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel.

f) A 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) and 5(3) 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 is open for inspection at the Registered Office of the Company. Any shareholder who is interested in obtaining a copy of the same may write to Company Secretary.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure - A annexed hereto and forms part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2)(e) of the SEBI Listing Regulations is annexed as Annexure - B hereto and forms part of this Report.

CORPORATE GOVERNANCE REPORT

Your Directors adhere to the requirements set out in Regulation 34(3) read with Schedule V of the SEBI Listing Regulations. Corporate Governance Report as stipulated in the SEBI Listing Regulations is annexed as Annexure - C hereto and forms part of this Report along with Certificate from the Practising Company Secretary, Ahmedabad confirming compliance of conditions of Corporate Governance.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, BRSR, covering disclosures on the Companys performance on Environment, Social and Governance parameters for Financial Year 2024

- 2025, is annexed as Annexure - D. BRSR includes report and economic responsibilities of business as framed by the Ministry of Corporate Affairs.

13. AUDITORS AND AUDITORS REPORT

Statutory Auditor and Audit Report:

M/s. J.M. Parikh & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 118007W) were appointed as Statutory Auditors of the Company for the period of five (5) consecutive years from the conclusion of 31st Annual General Meeting to the conclusion of 36th Annual General Meeting of the Company to be held in the calendar year 2027.

The Statutory Auditors have issued an unmodified opinion on the financial statements for the financial year 2024-2025.

The Notes on financial statement referred to in Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor and Audit Report:

M/s. Alap & Co., LLP, Practicing Company Secretaries [Firm Registration Number : L2023GJ013900] (Peer Review Number: 5948/2024) were appointed as Secretarial Auditors of your Company to conduct a Secretarial Audit of records and documents of the Company for Financial Year 2024-2025. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. The Secretarial Audit Report is provided in Annexure - E to this Report.

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimers. However, the Secretarial Auditor has stated in its report for the receipt of Warning Letter received from SEBI. The Securities and Exchange Board of India ("SEBI") vide letter dated April 29, 2025, bearing reference no. SEBI/HO/CFID/CFID-SEC1/P/ OW/2025/11969/1 states about the non-compliance of Regulations 4 (1) (a), (b), (c), (d), (e), (g), (h), (i), (j), Regulation 4 (2)(e)(i) and Regulation 48 of the SEBI Listing Regulations, read with IND AS 10 and 24, and failure to take prior approval of the Audit Committee for a related party transaction.

Further, as advised by SEBI, the Action Taken Report along with corrective steps were placed before the Audit Committee and Board of Directors at their duly held meetings on June 20, 2025 respectively. The members of the Audit Committee and Board noted the steps taken by the Company and advised to ensure compliance with the instructions issued by SEBI.

The Company will inform the same to SEBI in due course within stipulated time limit provided by SEBI.

As per the requirements of SEBI Listing Regulations, Practicing Company Secretaries of the material unlisted subsidiary of the Company have undertaken secretarial audits for Financial Year 2024-2025. The Secretarial Audit Reports of such subsidiaries confirms that they have complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances.

The Secretarial Audit Reports of the unlisted subsidiaries viz. Madhukamal Infrastructure Private Limited and Gatil Properties Private Limited have been annexed to this Report.

It is proposed to appoint Alap & Co LLP, Company Secretaries (Firm Registration No. L2023GJ013900) as the Secretarial Auditors of the Company for a period of five years w.e.f April 01, 2025 to March 31, 2030, subject to approval of the shareholders of the Company at the ensuing AGM.

Cost Auditor and Cost Records:

The Board had appointed M/s J. B. Mistri & Co., Cost Accountants, Ahmedabad (Firm Registration Number: 101067), as Cost Auditor for conducting the audit of cost records of the Company for the Financial Year ended 2024-2025.

M/s J. B. Mistri & Co. have confirmed that their appointment is within the limits of Section 141(3)(g) of the Act and have also certified that they are not disqualified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act. The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at this AGM. The resolution approving the above proposal is being placed for approval of the Members in the Notice for this AGM.

As per Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained.

The Cost Audit Report for the financial year 2023-2024 does not contain any qualification, reservation or adverse remark. The Cost Audit Report for the financial year 2024-2025 will be submitted within the prescribed timelines.

Reporting of Frauds by Auditors:

Pursuant to Section 134 (3) (ca) of the Act, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company during the year under review by its Officers or Employees to the Audit Committee or Board under section 143(12) of the Act, details of which needs to be mentioned in this Report.

14. COMMITTEES OF BOARD OF DIRECTORS

The Company has the following Committees of the Board:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Corporate Social Responsibility Committee;

5. Risk Management Committee and

6. Operations & Management Committee

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Corporate Governance Report.

The Nomination and Remuneration Policy framed by the Company as per the provisions of section 178(4) of the Act, is available on the website of the Company (https://ganeshhousing.com/assets/main/ pdf/corporate-governance/policies/nomination-and- remuneration-policy.pdf).

15. ANNUAL RETURN

In accordance with the provisions enshrined in the Act, annual return in the prescribed format is available at web-link viz. https://ganeshhousing.com pursuant to the provisions of clause (a) of sub-section (3) of Section 134 of the Act.

16. MEETINGS OF BOARD

During the financial year 2024-2025, the Board of Directors met for Seven (7) times viz. April 12, 2024, May 14, 2024, June 29, 2024, July 15, 2024, September 13, 2024, October 18, 2024 and January 17, 2025. During the said financial year, the maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES REFERRED IN SECTION 188(1) OF THE COMPANIES ACT, 2013

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a policy on Related Party Transactions. The policy can be accessed on the Companys website at https:// ganeshhousing.com/assets/main/pdf/corporate- governance/policies/policy-on-related-party- transaction.pdf

During the year under review, all transactions entered into with related parties were approved by the Audit Committee. Certain transactions, which were repetitive in nature, were approved through omnibus route. As per the SEBI Listing Regulations, if any related party transaction exceeds Rs.1000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and require members approval. However, there were no material transactions of the Company with any of its related parties as per the Act. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for Financial Year 2024-2025 and hence, the same is not required to be provided.

Details of related party transactions entered into by the Company in terms of Ind AS - 24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual Report.

18. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF COMPANIES ACT, 2013

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Act and SEBI Listing Regulations, are provided in the financial statements.

19. RISK MANAGEMENT

Pursuant to Regulation 21 of SEBI Listing Regulations, the Board members of the company has re-constituted the Risk Management Committee during the year under review comprising of following members:

Sr. No. Name of Director	Category / Designation	Position
1. Mr. Dipakkumar G. Patel	Chairman & Whole-time Director	Chairman
2. Mr. Shekhar G. Patel	Managing Director & CEO	Member
3. Mr. Ashish Kantilal Patel	Non-Executive - Independent Director	Member
4. Mr. Amanvir Shekhar Patel	Non-Executive - Non Independent Director	Member

The Risk Management Committee has formulated and recommended to the Board, a Risk Management Policy to frame, implement and monitor the risk management plan for the Company, which has been approved by the Board. The Policy may be accessed on the Companys website at the link: https://ganeshhousing.com/assets/main/pdf/ corporate-governance/policies/Risk-Management-Policy.pdf

During the financial year 2024-2025, the committee met for Two (2) times viz. April 12, 2024 and October 29, 2024.

20. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Act, the Board members of the company has re-constituted the Committee during the year under review Corporate Social Responsibility Committee ("CSR Committee") comprising of following members:

Sr. No. Name of Director	Category / Designation	Position
1. Mr. Dipakkumar G. Patel	Chairman & Whole-time Director	Chairman
2. Mr. Shekhar G. Patel	Managing Director & CEO	Member
3. Mr. Ashish Kantilal Patel	Non-Executive - Independent Director	Member
4. Ms. Aneri D. Patel	Non-Executive - Non Independent Director	Member

The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy ("CSR Policy") indicating the activities to be undertaken by the Company as specified under Schedule VII of the Act, which has been approved by the Board. The CSR Policy may be accessed on the Companys website at the link: https://ganeshhousing. com/assets/main/pdf/corporate-governance/policies/ corporate-social-responsibility-policy.pdf

During the financial year 2024-2025, the committee met for Two (2) times viz. June 26, 2024 and March 08, 2025.

The annual report on Corporate Social Responsibility showing initiatives undertaken by the Company during the year under review containing particulars as specified under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is as per Annexure - F to the Report.

21. ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEE AND INDIVIDUAL DIRECTORS

During the year under review, the Company conducted Board Evaluation as part of its efforts to evaluate, identify, improve and thereby enhancing the effectiveness of the Board of Directors ("Board"), its Committees and individual directors. This was in line with the requirements mentioned in the Act and the SEBI Listing Regulations.

The Company has also devised a policy for performance evaluation of the Board, Committees and other individual directors (including Independent Directors) which includes criteria such as the composition of committees, effectiveness of committee meetings, attendance of directors, active participation at various meetings, compliances of various laws/codes and policies, etc.

The Board of Directors of the Company has carried out an annual evaluation of its own performance, board committees and individual directors. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition, its structure, effectiveness of board processes, information flow and functioning etc anonymously in order to ensure objectivity. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

Further, the Board reviewed the performance of the individual directors on the basis of the criteria such as regular attendance in meeting, the contribution of the individual director to the Board and committee meetings like preparedness on the issues/ matters to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors held on March 20, 2025, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated.

The results of evaluation can be concluded that there was a high level of board effectiveness with no areas of major concerns and the Board committees and the Directors were performing their duties adequately.

22. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

23. INTERNAL FINANCIAL CONTROLS

With reference to financial statements, the Company has put in place adequate financial controls in form of policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

24. AUDIT COMMITTEE

The Board members of the company has reconstituted the Audit Committee during the year under review and it comprises of total Five (5) members out of which Four (4) are Independent and Non-executive Directors viz. Mr. Sandeep M. Singhi (Chairman), Mr. Darshankumar N. Patel (Member), Mr. Ashish K. Patel (Member) & Ms. Palak M. Pancholi (Member) and fifth member is Managing Director & CEO viz.

Mr. Shekhar G. Patel. All the recommendations made by the Audit Committee were accepted by the Board during the year under review. During the financial year 2024-2025, the committee met for Six (6) times viz. May 14, 2024, June 29, 2024, July 15, 2024, September 06, 2024, October 18, 2024 and January 17, 2025.

25. VIGIL MECHANISM

Pursuant to Regulation 22 of SEBI Listing Regulations your Board has adopted the Vigil Mechanism and Whistle Blower Policy for directors and employees to report concern about unethical behaviour, actual or suspected fraud or violation of Companys Code of Conduct and Ethics. The updated Vigil Mechanism and Whistle Blower Policy is available on the website of the Company. The web link of the same viz. https:// ganeshhousing.com/assets/main/pdf/corporate- governance/policies/vigil-mechanism.pdf

26. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2024-2025, the Company has received NIL complaints on sexual harassment, out of which NIL complaints have been disposed off and NIL complaints remained pending as of March 31,2025.

27. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly complied by your Company.

28. 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, there were no applications made or any proceedings pending against the Company under Insolvency and Bankruptcy Code, 2016 during the financial year.

29. 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 ALONG WITH THE REASONS THEREOF

During the financial year under review, there were no instances of one-time settlement with any Bank or Financial Institution.

30. ACKNOWLEDGEMENTS

Your Directors express sincerely thanks to the Companys employees, customers, vendors and investors for their steadfast support. They also extend heartfelt gratitude to the Central and State Governments, relevant departments, and agencies for their invaluable guidance and cooperation. Special thanks are due to our banking partners-Tamilnad Mercantile Bank Limited, ICICI Bank, HDFC Bank, YES Bank and State Bank of India for their continued trust and collaboration.

For & on behalf of Board of Directors	Dipakkumar G. Patel
Date : June 20, 2025	Chairman
Place : Ahmedabad	(DIN: 00004766)