Ganesh Infraworld Ltd Management Discussions

You should read the following discussion of our financial condition and results of operations together with our restated financial information as of and for the financial period ended March 31, 2024, February 12, 2024 and financial years ended March 31, 2023 and March 31, 2022. Our Restated Financial Statements have been derived from our audited financial statements and restated in accordance with the SEBI ICDR Regulations and the ICAI Guidance Note. Our financial statements are prepared in accordance with Indian GAAP, including the schedules, annexures and notes thereto and the reports thereon, included in the section titled "Financial Information" on page 157 of this Draft Red Herring Prospectus. Unless otherwise stated, the financial information used in this section is derived from the restated financial statements of our Company.

This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those set forth in the sections titled "Risk Factors" and "Forward-Looking Statements" on pages 25 and 17 respectively, of this Draft Red Herring Prospectus.

Our Company was originally formed as a partnership firm under the name and style of "Ganesh International" on May 15, 2017. Thereafter, our firm was converted into a Private Limited Company "Ganesh Infraworld Private Limited" on February 13, 2024 pursuant to the provisions of Chapter XXI of the Companies Act and a fresh Certificate of Incorporation dated February 13, 2024. Subsequently, our Company was converted into Public Limited Company and name of the Company was changed from "Ganesh Infraworld Private Limited" to "Ganesh Infraworld Limited" vide a fresh Certificate of Incorporation dated June 01, 2024. Hence, the figures, amounts, ratios and financial information presented for Fiscal 2024 includes the combined amount pertaining to erstwhile partnership firm i.e., Ganesh International till February 12, 2024, and the pertaining to Ganesh Infraworld Private Limited for the period from February 13, 2024, till March 31, 2024. For further information, please refer section titled "Financial Information" on page 157 of this Draft Red Herring Prospectus.

These financial statements have been prepared in accordance with Indian GAAP. Indian GAAP differs in certain significant respects from U.S. GAAP, IFRS and Ind AS. We have neither attempted to quantify the impact of IFRS or U.S. GAAP on the financial data included in this Draft Red Herring Prospectus nor do we provide a reconciliation of our financial statements to those under U.S. GAAP or IFRS or Ind AS. Accordingly, the degree to which the Indian GAAP financial statements included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the readers level of familiarity with the Companies Act, Indian GAAP and the SEBI ICDR Regulations. Any reliance on the financial disclosure in this Draft Red Herring Prospectus, by persons not familiar with Indian Accounting Practices, should accordingly be limited.

References to the "Company", "we", "us" and "our" in this chapter refer to Ganesh Infraworld Limited (formerly known as Ganesh Infraworld Private Limited & Ganesh International), as applicable in the relevant fiscal period, unless otherwise stated.

OVERVIEW OF OUR BUSINESS

We are a construction company offering a range of construction and allied services across industrial civil projects, mechanical projects, residential & commercial buildings, road construction, railway infrastructure projects, power projects and water distribution projects in India. We specialize in integrated engineering, procurement, and construction ("EPC") services and provide our services across the construction value chain, ranging from planning, design, construction including mechanical, electrical, civil and industrial and allied services. We conduct our business operations primarily through three verticals, namely, (i) civil and electrical infrastructure projects; (ii) road and rail infrastructure development projects; and (iii) water infrastructure development projects, as a single operating segment of engineering and construction.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our financial condition and results of operations are affected by numerous factors and uncertainties, including those discussed in the section entitled "Risk Factors" on page 25 of this Draft Red Herring Prospectus. The following are certain factors that have had, and we expect will continue to have, a significant effect on our financial condition and results of operations:

Order Book and new orders and timing and terms of contract awarded

Our Order Book and the new orders that we receive have a significant effect on our future revenue. Our Order Book as of any particular date consists of value of our outstanding orders, that is, the total contract value of the existing contracts secured by us as reduced by the value of work executed (excluding cost escalation) and billed until the date of such Order Book. The value of the orders we receive has an impact on our future performance. We accept orders based on a number of factors such as the profit margin we expect to achieve after considering various factors including costs involved and execution timelines. Therefore, any cancellation of orders or premature foreclosure or termination of projects under construction by our customers may result in a reduction of our future revenue.

Project portfolio/ geographical distribution of projects

Our current portfolio predominantly comprises of projects located in the state of West Bengal, Jharkhand and Uttar Pradesh. Our ability to bid for and secure new projects in these major cities and expand our presence to cover other geographies will determine further growth in order booking and revenues. While we have expanded our operations outside West Bengal, and our geographical footprint continues to grow, our project portfolio continues to be concentrated in West Bengal. While majority of our clients are of private sector as of now, we intend to bid for contracts in the public sector. We believe that our ability to bid for and undertake EPC projects for select public sector clients in and around our current area of operations will determine further growth in our Order Book and revenues. Further, we intend to increase the number of projects to be executed on a design-build basis, wherein our scope of work includes services in relation to designing elements of the project in addition to our construction and finishing services which we believe is margin accretive.

Cost Management

Our project costs mainly comprise of construction expense and other direct expenses. Our construction and other direct expenses constituted 89.15%, 89.82% and 91.62% of the total income respectively for the financial years 2024, 2023 and 2022. The key raw materials required for our business are sand and ready-mix concrete which form a predominant part of the material cost and these items are generally covered under the price adjustment mechanism in our contracts, except those on design build basis. Even though we factor in cost escalations for other construction expenses in our contract values, there may be unanticipated increase in input costs in excess of our estimates thereby adversely impacting our profitability. Material wastage and costs of procurement of materials not covered by price adjustment mechanism are important factors that affect the cost of construction and our project budget. Our ability to restrict the material wastages, optimize the employee costs and the labour costs directly impact our profitability

Access to capital and cost of financing

Our business is working capital intensive. In many cases, significant amounts of working capital are required to finance the purchase of materials, the performance of engineering, construction and other work on projects before payments are received from clients. We have typically financed our capital requirements through bank borrowings, issuance of securities, client advances and internal accruals. Access to adequate capital from bank borrowings is on such terms and conditions which are mutually acceptable to our Company and the lender. Further, our Company has been purchasing immovable assets in order to provide for and maintain sufficient collateral for such bank borrowings.

Seasonality and weather conditions

Our business operations may be adversely affected by severe weather conditions, which may require us to evacuate personnel or curtail services, may result in damage to a portion of our fleet of equipment or facilities resulting in the suspension of operations, and may prevent us from delivering materials to our project sites or prevent us from executing the works in accordance with contract schedules or generally reduce our productivity. Our operations are also adversely affected by difficult working conditions during the monsoon season. During the monsoons, the heavy rains particularly impact the construction works upto ground level and heavy winds impact the works particularly at heights. These weather conditions may restrict our ability to carry on construction activities and fully utilize our resources. During periods of curtailed activity due to adverse weather conditions, we may continue to incur overhead and financing expenses and other fixed costs, but our revenues from operations may be delayed or reduced. Revenues recorded in the second quarter of our financial year between July to September are traditionally less compared to revenues recorded during the rest of our financial year. As a result, our revenues and profits may vary significantly during different financial periods, and certain periods are not indicative of our financial position for the year.

Competition

The construction industry is extremely competitive where the key factors of competition primarily comprise of quality, cost and time taken for completion of the project. The level and intensity of competition varies depending on the scope, scale and complexity of the project and on the geographical region where the project is executed.

Our net worth and track record help us qualify to bid for a large number of the projects. The selection process in the private sector typically involves technical qualification followed by evaluation of pricing, which is generally subject to negotiations subsequently by the client with the shortlisted bidders. We, therefore, may not get a project solely on the basis of pricing of our proposal and this is generally consequent upon negotiations with the clients. Our competition includes entities that have been in the industry for decades, are well known in the market and may enjoy working relationships with our potential customers. Smaller and local entities may compete at a lower price due to difference in the value proposition.

General economic and business conditions and level of investment and activity in the construction sector

As a company operating in India, we are affected by the general economic conditions in India and, in particular, the factors affecting the construction industry and consequently, the building projects we undertake. For example, developments such as the enactment of the RERD Act, push for infrastructure development by Government of India, increased capital expenditure by private sector and increase in liquidity on macro-economic has caused a favourable impact on construction industry. We expect sustained positive impact on medium to long term.

Project implementation risks and other risks uncertainties

The construction or development of our projects involves various implementation risks including construction delays, delay or disruption in supply of raw materials, unanticipated cost increases, force majeure events, cost overruns or disputes with our counterparties. Increases in the prices of construction materials, fuel, labour and equipment, their availability and cost overruns could have an adverse effect on us. Further the timely availability of working capital is crucial and if we are not able to arrange for funds, we may be unable to source the requisite raw materials in a timely manner or at all and we may not receive bulk discounts on our purchases. The cost of construction materials, fuel, labour and equipment constitutes a significant part of our operating expenses. Our construction operations require various bulk construction materials including steel, cement, sand, and aggregate. At certain times, there can be a scarcity of raw materials, which may cause substantial increases in the prices of such raw materials. Further, few of our contracts are on the basis of a fixed price or a lump sum for the project as a whole, which may not always include escalation clauses covering any increased costs we may incur. We may suffer significant cost overruns or even losses in these projects due to any unanticipated cost increases. If any of these risks materialize, they could adversely affect our profitability, which may in turn have an adverse effect on our overall results of operation.

SIGNIFICANT ACCOUNTING POLICIES

The accounting policies have been applied consistently to the periods presented in the Restated Financial Statements. For details of our significant accounting policies, please refer section titled "Restated Financial Information" on page 157 of this Draft Red Herring Prospectus.

RESULTS OF OUR OPERATIONS

The following discussion on results of operations should be read in conjunction with the Restated Financial Statements of Company for the financial year ended March 31, 2024, March 31, 2023 and March 31, 2022:

						( in lakhs)
Particulars	Financial Year 2024*		Financial Year 2023		Financial Year 2022
	Amount	% of Total Income	Amount	% of Total Income	Amount	% of Total Income
Revenue from Operations	29,033.71	99.49%	13,349.18	98.85%	8,023.88	98.87%
Other Income	147.41	0.51%	155.67	1.15%	91.58	1.13%
Total Income	29,181.12	100.00%	13,504.85	100.00%	8,115.46	100.00%
Construction and Other Direct	26,014.72	89.15%	12,130.12	89.82%	7,435.38	91.62%
Expenses
Employee Benefits expenses	157.21	0.54%	103.80	0.77%	82.46	1.02%
Other Expenses	590.03	2.02%	354.35	2.62%	224.59	2.77%
EBITDA	2,419.16	8.29%	916.58	6.79%	373.03	4.60%
Finance costs	106.14	0.36%	67.32	0.50%	68.21	0.84%
Depreciation and Amortization expenses	89.42	0.31%	64.89	0.48%	18.69	0.23%
Total Expenses	26,957.52	92.38%	12,720.48	94.19%	7,829.32	96.47%
Profit /(Loss) before tax	2,223.60	7.62%	784.37	5.81%	286.14	3.53%
Tax expense:
- Current Tax	592.46	2.03%	210.26	1.56%	97.03	1.20%
- Deferred Tax	76.66	0.26%	53.19	0.40%	0.36	0.00%
Net Tax expenses	669.12	2.29%	264.45	1.96%	97.39	1.20%
Profit/(Loss) after tax	1,554.47	5.33%	520.92	3.85%	188.75	2.33%
* Our Company was converted into a Private Limited Company "Ganesh Infraworld Private Limited" on February 13, 2024. Hence, the

* Our Company was converted into a Private Limited Company "Ganesh Infraworld Private Limited" on February 13, 2024. Hence, the figures, amounts, ratios and financial information presented for Fiscal 2024 includes the combined amount pertaining to erstwhile partnership firm i.e., Ganesh International till February 12, 2024, and the pertaining to Ganesh Infraworld Private Limited for the period from February 13, 2024 till March 31, 2024.

PRINCIPAL COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS ACCOUNT

Total Income

Our total revenue for the financial years ended March 31, 2024, March 31, 2023, and March 31, 2022, were amounting to 29,181.12 lakhs, 13,504.85 lakhs & 8,115.46 lakhs respectively. Our revenue comprises of revenue from operations and other revenue.

Revenue from operations

Our revenue from operations comprises of Revenue from EPC and Construction Contracts and Other Operating revenue. Our revenue from operations accounted for 99.49%, 98.85% and 98.87 % of our total income for the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022, respectively.

Other revenue

Other revenue primarily comprises of interest received, dividend received, discount received, rent received and profit on sale of shares and mutual funds. Our other income accounted for 0.51%,1.15% and 1.13% of our total income for financial years ended March 31, 2024, March 31, 2023, and March 31, 2022, respectively.

Expenses

Our total expenses for financial years ended March 31, 2024, March 31, 2023 and March 31, 2022 amounted to 26,957.52 lakhs, 12,720.48lakhs and 7,829.32 lakhs respectively. Our expenses primarily consist of the following:

Construction and Other Direct Expenses

Construction and Other Direct Expenses consists of construction expenses, changes in inventories and other direct expenses which amounted to 26,014.72 lakhs, 12,130.12 lakhs and 7,435.38 lakhs for financial years ended March 31, 2024, March 31, 2023, and March 31, 2022, respectively, accounting for 89.15%, 89.82% and 91.62% of the total income respectively.

Employee Benefits Expense

Employee Benefits expenses primarily consist of salary and bonus paid, provision for gratuity and remuneration paid to directors/partners. Employee benefits expenses for the financial years ended March 31, 2024, March 31, 2023, and March 31, 2022, amounted to 157.21 lakhs, 103.80 lakhs and 82.46 lakhs respectively which accounted to 0.54%,0.77% and 1.02% of our total income respectively.

Finance Costs

Finance cost consists of interest on unsecured loans, interest on bank loan, sales LC discounting charges and other finance cost amounting to 106.14 lakhs, 67.32 lakhs and 68.21 lakhs for the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022 which accounted to 0.36%, 0.50% and 0.84% of our total income respectively.

Depreciation and Amortization

Depreciation and Amortization represents depreciation on property, plant and equipment. Depreciation and Amortization expense amounted to 89.42 lakhs, 64.89 lakhs and 18.69 lakhs for the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022 respectively which accounted to 0.31%, 0.48% and 0.23% of our total income respectively.

Other Expenses

Other expenses primarily include professional and consultancy charges, power and fuel, site refreshments expenses, motor vehicle expenses, printing and stationary expenses, rent for godown/site offices, repairs and maintenance, transportation charges, travelling and conveyance expenses, temporary shed and fencing expenses, insurance & license expenses, site primer and paints, office relocation expenses, tender paper expenses, testing charges, miscellaneous expenses, loss on sale of fixed assets and remuneration to auditors. Other expenses for the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022 amounted to 590.03 lakhs, 354.35 lakhs and 224.59 lakhs respectively accounted for 2.02%, 2.62% and 2.77% of our total income respectively.

Financial Year 2024 compared to Financial Year 2023

Total Income

Our total income increased by 116.08% from 13,504.85 lakhs in financial year ended March 31, 2023 to 29,181.12 lakhs in financial year ended March 31, 2024, primarily due to an increase in revenue from operations.

Revenue from operations

Our revenue from operations increased by 117.49% from 13,349.18 lakhs in financial Year ended March 31, 2023 to 29,033.71 lakhs in financial Year ended March 31, 2024 primarily due to increase in number of EPC contracts and execution of higher value contracts. The increase was aided by (i) increase in sanctioned banking limits from 1,000.00 lakhs in fiscal 2023 to 3,000.00 lakhs in fiscal 2024; (ii) increase in capital contribution from Promoter(s) (including reinvestment of profits) from 1,515.22 lakhs in fiscal 2023 to 3,720.06 lakhs in fiscal 2024. This increase in financial support resulted in enhanced financial capability of the Company to accept higher value orders.

Other Income

Other Income decreased by 5.30% from 155.67 lakhs in financial Year ended March 31, 2023 to 147.41 lakhs in financial Year ended March 31, 2024 primarily due to decrease in rent income which was partially off-setted by increase in interest received and profit on sale of shares and mutual fund.

Expenses

Total expenses increased by 111.92% from 12,720.48 lakhs in financial Year ended March 31, 2023 to 26,957.52 lakhs in financial Year ended March 31, 2024 primarily due to increase in business operations of the Company i.e., increase in project execution and sales, however, as a percentage to total income, total expenses reduced to 92.38% in financial year ended March 31, 2024 from 94.19% in financial year ended March 31, 2023 leveraging fixed expenses of the company on higher scale of operations.

Construction & Other Direct Expense

Construction & Other Direct Expense increased by 114.46% from 12,130.12 lakhs in financial year ended March 31, 2023 to 26,014.72 lakhs in financial year ended March 31,2024 primarily due to increase in business operations of the Company i.e., increase in project execution and sales, however, as a percentage to total income, Construction & Other Direct Expense reduced to 89.15% in financial year ended March 31, 2024 from 89.82 % in financial year ended March 31, 2023.

Employee Benefits Expense

Employee Benefits Expense increased by 51.45% from 103.80 lakhs in financial Year ended March 31, 2023 to 157.21 lakhs in financial Year ended March 31, 2024 primarily due to increase in salary and bonus from 67.80 lakhs in financial year ended 2023 to 129.94 lakhs in financial year ended 2024, addition of provision for gratuity expenses of 3.27 lakhs and decrease in remuneration paid to directors/partners from 36.00 lakhs in financial year ended 2023 to 24.00 lakhs in financial year ended 2024. As a percentage to total income, employee benefits expenses reduced to 0.54% in financial year ended March 31, 2024 from 0.77% in financial year ended March 31, 2023.

Finance Costs

Financial costs for the financial year ended March 31, 2023, amounted to 67.32 lakhs as compared to 106.14 lakhs in financial year ended March 31, 2024, which is an increase of 57.66% on account of increase in bank charges and bank, loans. Primarily the increase in finance cost is due to increase in interest on Bank loan from 52.78 lakhs in financial year ended March 31, 2023, to 99.09 lakhs in financial year ended 2024. As a percentage to total income, finance costs to 0.36% in financial year ended March 31, 2024, decreased from 0.50% in financial year ended March 31, 2023.

Depreciation and amortization

Depreciation and Amortisation expenses increased by 37.80% from 64.89 lakhs in financial year ended March 31, 2023 to 89.42 lakhs in financial year ended March 31, 2024 primarily on account of higher asset base as compared to previous financial year. As a percentage to total income, depreciation and amortization expenses reduced to 0.31% in financial year ended March 31, 2024 from 0.48% in financial year ended March 31, 2023

Other Expenses

Other expenses increased by 66.51% from 354.35 lakhs in financial year ended March 31, 2023 to 590.03 lakhs in financial year ended March 31, 2024 primarily on account of Professional and consultancy charges, Power and fuel expenses, repair and maintenance, transport charges, temporary sheds and site primer and paints. The expenses related to Professional and consultancy expenses increased by 34.27 lakhs from 42.79 lakhs in financial year ended March 31, 2023 to 77.06 lakhs in financial year ended March 31, 2024. The expenses related to Power and fuel expenses increased by 49.95 lakhs from 25.85 lakhs in financial year ended March 31, 2023 to 75.80 lakhs in financial year ended March 31, 2024. The expenses related to repair and maintenance increase by 22.84 lakhs from 13.68 lakhs in financial year ended March 31, 2023 to 36.52 lakhs in financial year ended March 31, 2024. The expenses related to Temporary Shed and Fencing Expenses expense increased by 8.11 lakhs from 65.26 lakhs in financial year ended March 31, 2023, to 73.37 lakhs in financial year ended March 31, 2024. The expenses related to site primer and paints expenses increased by 22.15 lakhs from 45.62 lakhs in financial year ended March 31, 2023 to 67.77 lakhs in financial year ended March 31, 2024.

Financial Year 2023 compared to Financial Year 2022

Total Income

Our total income increased by 66.41% from 8,115.46 lakhs in financial year ended March 31, 2022 to 13,504.85lakhs in financial year ended March 31, 2023 primarily due to an increase in revenue from operations.

Revenue from operations

Our revenue from operations increased by 66.37% from 8,023.88lakhs in financial Year ended March 31, 2022 to 13,349.18lakhs in financial Year ended March 31, 2023, primarily due to increase in number of EPC contracts and execution of higher value contracts. The increase was aided by (i) increase in sanctioned banking limits from 100.00 lakhs in fiscal 2022 to 1,000.00 lakhs in fiscal 2023; (ii) increase in capital contribution from Promoter(s) (including reinvestment of profits) from 819.44 lakhs in fiscal 2022 to 1,515.22 lakhs in fiscal 2023. This increase in financial support resulted in enhanced financial capability of the Company to accept higher value orders. The increase was sustained due to increased support

Other Income

Other Income increased by 69.98% from 91.58 lakhs in financial Year ended March 31, 2022 to 155.67 lakhs in financial Year ended March 31, 2023 primarily due to increase in rent received and profit in sale of Shares and Mutual Funds.

Expenses

Total expenses increased by 62.47% from 7,829.32lakhs in financial Year ended March 31, 2022 to 12,720.48lakhs in financial Year ended March 31, 2023 primarily due to increase in construction and other direct expenses, employee benefit expenses, depreciation and amortization and other expenses. As a percentage to total income, total expenses reduced to 94.19% in financial year ended March 31, 2023, from 96.47 % in financial year ended March 31, 2022

Construction & Other Direct Expense

Construction & Other Direct Expense increased by 63.14% from 7,435.38 lakhs in financial Year ended March 31, 2022 to 12,130.12 lakhs in financial Year ended March 31, 2023, primarily due to increase in construction expenses from 6,392.14 Lakhs in financial year ended March 31, 2022 to 10,451.39 lakhs in financial year ended March 31, 2023. As a percentage to total income, construction & other direct expense reduced to 89.82% in financial year ended March 31, 2023, from 91.62 % in financial year ended March 31, 2022

Employee Benefits Expense

Employee Benefits Expense increased by 25.88% from 82.46 lakhs in financial Year ended March 31, 2022, to 103.80 lakhs in financial Year ended March 31, 2023, primarily due to increase in Salary and Bonus from 55.46 lakhs in financial year ended 2023 to 67.80 lakhs in financial year ended 2023, increase in Directors/Partners remuneration from 27.00 lakhs in financial year ended 2022 to 36.00 in financial year ended 2024 . As a percentage to total income, employee benefits expenses reduced to 0.77 % in financial year ended March 31, 2023, from 1.02% in financial year ended March 31, 2022.

Finance Costs

Financial costs decreased by 1.30% from 68.21lakhs in financial year ended March 31, 2022 to 67.32 lakhs in financial year ended March 31, 2023, primarily on account of reduction in Interest on unsecured loans and sales LC discounting charges . As a percentage to total income, finance costs decreased to 0.50 % in financial year ended March 31, 2023 from 0.84% in financial year ended March 31, 2022.

Depreciation and amortization

Depreciation and amortization expenses increased by 247.23% from 18.69 lakhs in financial year ended March 31, 2022 to 64.89lakhs in financial year ended March 31, 2023, primarily on account of increase in higher asset base as compared to previous year. As a percentage to total income, depreciation and amortization expenses increased to 0.48% in financial year ended March 31, 2023 from 0.23 % in financial year ended March 31, 2022.

Other Expenses

Other expenses increased by 57.78% from 224.59 lakhs in financial year ended March 31, 2022 to 354.35 lakhs in financial year ended March 31, 2023, primarily on account of professional and consultancy charges, power and fuel expenses, repair and maintenance, transport charges, temporary sheds and site primer and paints. The expenses related to professional and consultancy expenses increased by 7.39 lakhs from 35.40 lakhs in financial year ended March 31, 2022 to 42.79 lakhs in financial year ended March 31, 2023. The expenses related to Power and fuel expenses increased by 10.19 lakhs from 15.66 lakhs in financial year ended March 31, 2022 to 25.85 lakhs in financial year ended March 31, 2023. The expenses related to repair and maintenance increase by 4.92 lakhs from 8.76 lakhs in financial year ended March 31, 2022, to 13.68 lakhs in financial year ended March 31, 2023. The expenses related to temporary shed and fencing expenses increased by 17.37 lakhs from 47.89 lakhs in financial year ended March 31, 2022, to 65.26 lakhs in financial year ended March 31, 2023. The expenses related to site primer and paints expenses increased by 19.05 lakhs from 26.57 lakhs in financial year ended March 31, 2022, to 45.62 lakhs in financial year ended March 31, 2023.

Cash flows

The following table sets forth our cash flows for the period indicated:

( in lakhs)

Particulars	Fiscal 2024	Fiscal 2023	Fiscal 2022
Net cash flow from/ (used in) operating activities	(484.12)	223.74	(1,020.34)
Net cash flow from/ (used in) investing activities	(2,275.28)	(702.69)	674.68
Net cash flow from/ (used in) financing activities	3312.29	448.98	316.03
Net increase/(decrease) in cash and cash equivalents	552.88	(29.87)	(29.64 )
Cash and cash equivalents at the beginning of the year	538.97	3.17	32.81
Cash and cash equivalents at the end of the year	1091.75	8.10	3.17

Operating Activities

Financial Year 2023-24

Our net cash used in operating activities was 1,025.02lakhs for the financial year ended March 31, 2024. Our operating profit before changes in working capital changes was 2361.73lakhs which was primarily adjusted against increase in trade receivables, short term loans and advances, inventories, non-current assets, current liabilities and trade payables, by 1,773.17 lakhs, 1,123.21lakhs, 605.09 lakhs, 72.18 lakhs, 8.73 lakhs, 929.34 lakhs respectively.

Financial Year 2022-23

Our net cash from in operating activities was 223.74 lakhs for the financial year ended March 31, 2023. Our operating profit before changes in working capital changes was 864.04 lakhs which was primarily adjusted against increase in trade receivables, inventories, other non-current assets, current liabilities and trade payables by 939.58 lakhs, 163.27 lakhs, 111.77 lakhs, 50.85 lakhs and 462.28 lakhs, respectively and decrease in short term loans and advances by 158.22 lakhs.

Financial Year 2021-22

Our net cash used in operating activities was 1,020.34 lakhs for the financial year ended March 31, 2022. Our operating profit before changes in working capital changes was 228.20lakhs which was primarily adjusted against increase in, trade receivables, short term loans and advances and inventories by 247.91 lakhs, 332.81 lakhs, 91.04 lakhs, respectively and decrease in non-current assets, Current liabilities and trade payables by 24.83 lakhs, 115.21 lakhs, 425.46 lakhs, respectively.

Investing Activities

Financial Year 2023-24

Our net cash used in investing activities was 2,275,28 lakhs for the financial year ended March 31, 2024. It was primarily on account of investment in fixed assets of 520.39 lakhs, investment in mutual funds of 1,878.51 lakhs, sale of investments amounting to 78.15 lakhs, and interest income of 45.46 lakhs.

Financial Year 2022-23

Our net cash used in investing activities was 702.69 lakhs for the financial year ended March 31, 2023. It was on advance for investment in properties amounting to 367.50 lakhs, investment in fixed assets amounting to 463.19 lakhs and sale of investments amounting to 120.27 lakhs, dividend income amounting to 0.91 lakhs and interest income amounting to 6.82 lakhs.

Financial Year 2021-22

Our net cash from in investing activities was 674.68 lakhs for the financial year ended March 31, 2022. It was on account of increase in Fixed Assets of 403.35lakhs, sale of investments amounting to 892.77 lakhs, sale of fixed assets of 99.19, dividend income of 58.32 lakhs and interest income of 27.75 lakhs.

Financing Activities

Financial Year 2023-24

Net cash generated from financing activities for the financial year ended March 31, 2024 was 3,312.29lakhs which was on account of Proceeds of Short term borrowings of 2,730.96lakhs, share application money and proceeds of partners capital of 30.00 lakhs, 650.42 lakhs respectively and Interest and other finance expense of 99.09 lakhs.

Financial Year 2022-23

Net cash generated from financing activities for the financial year ended March 31, 2023 was 448.98lakhs which was on account of proceeds of short term borrowings, proceeds of partners capital of 426.97 lakhs, 97.79lakhs respectively and interest & other finance expenses, repayment of long term borrowings of 52.78 lakhs and 23.00 lakhs, respectively.

Financial Year 2021-22

Net cash generated from financing activities for the financial year ended March 31, 2022 was 316.03 lakhs which was on account of proceeds of long term borrowings, proceeds from partners capital of 23.00 lakhs, 509.27 lakhs respectively and repayment of short term borrowings, interest & other finance expenses paid of 214.17 lakhs and 2.07 lakhs respectively

Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss related to adverse changes in market prices, including interest rates. In the normal course of business, we are exposed to certain market risks including interest risk.

Interest rate risk

Interest rate risk results from changes in prevailing market interest rates, which can cause a change in the fair value of fixed-rate instruments and changes in the interest payments of the variable-rate instruments. Our operations are funded to a certain extent by borrowings. Our current loan facilities carry interest at variable rates as well as fixed rates. We mitigate risk by structuring our borrowings to achieve a reasonable, competitive cost of funding. There can be no assurance that we will be able to do so on commercially reasonable terms, that our counterparties will perform their obligations, or that these agreements, if entered into, will protect us adequately against interest rate risks.

Liquidity risk

Adequate and timely cash availability for our operations is the liquidity risk associated with our operations. Our Companys objective is to all time maintain optimum levels of liquidity to meet its cash and collateral requirements. We employee prudent liquidity risk management practices which inter-alia means maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities.

Credit Risk

We are exposed to the risk that our counterparties may not comply with their obligations under a financial instrument or customer contract, leading to a financial loss. We are exposed to credit risk from our operating activities, primarily from trade receivables.

We consider our customers to be creditworthy counterparties, which limits the credit risk, however, there can be no assurance that our counterparties may not default on their obligations, which may adversely affect our business and financial condition.

Material Frauds

There are no material frauds committed against our Company in the last three financials year.

Unusual or Infrequent Events or Transactions

Except as described elsewhere in this Draft Red Herring Prospectus, there have been no events or transactions to our knowledge which may be described as "unusual" or "infrequent".

Significant economic/regulatory changes

Government policies governing the sector in which we operate as well as the overall growth of the Indian economy has a significant bearing on our operations. Major changes in these factors can significantly impact income from continuing operations.

There are no significant economic changes that materially affected our Companys operations or are likely to affect income except as mentioned in the section titled "Risk Factors" on page 25 of this Draft Red Herring Prospectus.

Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations

Other than as described in the section titled "Risk Factors" and chapter titled "Managements Discussion andAnalysis of Financial Condition and Result of Operations" on pages 25 and 185 respectively, of this Draft Red Herring Prospectus, to our knowledge there are no known trends or uncertainties that have or are expected to have a material adverse impact on our income from continuing operations.

Future changes in the relationship between costs and revenues

Other than as described in the section titled "Risk Factors" and chapter titled "Managements Discussion andAnalysis of Financial Condition and Result of Operations" on pages 25 and 185, respectively, and elsewhere in this Draft Red Herring Prospectus, there are no known factors to our knowledge which would have a material adverse impact on the relationship between costs and income of our Company. Our Companys future costs and revenues will be determined by demand/supply situation, government policies and other economic factors.

New products or Business segments

Except as disclosed in this Draft Red Herring Prospectus, we have not announced and do not expect to announce in the near future any new products/ services or business segment.

Competitive Conditions

We expect competition in our business from existing and potential competitors to intensify. We face competition from both organised and unorganised players in the market. We believe our expertise and quality service offerings with distinguished experience will be key to overcome competition posed by such players. We believe that the principal factors affecting competition in our business include client relationships, reputation, and the quality and pricing of our services.

Seasonality of Business

Except as mentioned in this Draft Red Herring Prospectus, our business is not subject to seasonal variations.

Significant Dependence on a Single or Few Suppliers or Customers

For fiscal 2024, fiscal 2023 and fiscal 2022, our top five clients accounted for 51.47%, 47.06%, and 57.41%, respectively, and our top ten customer accounted for 56.84%, 48.61%, and 64.94% of our revenue from operations, respectively.

For 2024, fiscal 2023 and fiscal 2022, our top five suppliers accounted for 17.46%, 26.22%, and 30.95%, respectively, and our top ten supplier accounted for 26.33%, 36.28%, and 49.20% of our construction and other direct expenses, respectively.

Related Party Transactions

We enter into various transactions with related parties in the ordinary course of business. For further information relating to our related party transactions see "Financial Statements Restated Financial Information Note 32 Related Party Disclosure" on page 182.

Material Developments subsequent to March 31, 2024

Except as disclosed below and elsewhere in Draft Red Herring Prospectus, no circumstances have arisen since March 31, 2024, being the date of the last financial statements as disclosed in this Draft Red Herring Prospectus which materially or adversely affect or are likely to affect, our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next twelve months.

1. The Company has issued 13,60,000 equity shares of face value of 10/- each at a price of 100.00 each, aggregating to 1,360.00 lakhs on April 19, 2024 on private placement basis.

2. Pursuant to the shareholders resolution dated February 14, 2024, company was converted to public limited company and the name of the Company was changed from "Ganesh Infraworld Private Limited" to "Ganesh Infraworld Limited" and a fresh Certificate of Incorporation dated June 01, 2024, consequent to the conversion was issued by Registrar of Companies, Central Registration Centre.

3. Pursuant to Board Resolution dated February 13, 2024, approved appointment of Manisha Khandelwal, as Non-Executive Independent Director and further her appointment was regularized via special resolution passed in extra ordinary general meeting held on July 23, 2024. Further, pursuant to Board Resolution dated July 05, 2024, approved appointment of Golock Chandra Sahoo and Rupal Dhiren Haria, as Non-Executive Independent Director and further their appointment was regularized via special resolution passed in extra ordinary general meeting held on July 23, 2024. Further, Vibhoar Agrawal and Rachita Agrawal were appointed as first Directors of the Company as subscribers to MOA on February 13, 2024. Further, pursuant to a special resolution dated April 1, 2024, Vibhoar Agrawal was appointed as the Chairman, Managing Director and Chief Executive Officer of the Company. The appointment was regularized in annual general meeting.

4. Sudhir Kumar Ojha was appointed as Chief Financial Officer and Bharti Mundhra was appointed as Company Secretary and Compliance Officer with effect from April 19, 2024.

5. The Company have sub-divided the equity shares of the Company from one equity share of face value of 10/- each to two equity shares of face value of 5/- each. The record date of determining the eligible shareholders of credit of new equity shares of face value of 5/- each was July 30, 2024. The same was approved by the shareholders in annual general meeting held on July 23, 2024.

6. The Company issued and allotted Bonus Shares in ratio of 1:4 i.e., one equity shares for every four equity shares held by the shareholders of the Company. The record date of determining the eligible shareholders of issuance of bonus shares was July 30, 2024. The same was approved by the shareholders in annual general meeting held on July 23, 2024 and the equity shares pursuant to the bonus issue was allotted on July 31, 2024.