Ganesh Infraworld Ltd Management Discussions

Ganesh Infraworld Limited entered FY 2025-26 with a clear objective of scaling its core EPC capabilities, diversifying into high-potential infrastructure verticals and building a stronger platform for sustainable growth. The year marked a significant expansion in operating scale, pro tability, asset base and Group structure, while the Company continued to strengthen execution capabilities, financial systems and governance processes.

1. Global Economic Environment

The global economy remained resilient during 2025 despite continuing geopolitical tensions, trade-policy uncertainty, volatile commodity prices and uneven monetary conditions. Growth was supported by relatively rm consumption in major economies, continued technology-led investment and gradual easing of in ation in several markets. At the same time, supply-chain realignment, higher logistics costs and elevated public debt continued to create uncertainty for businesses.

The outlook for 2026 remains cautiously constructive. The International Monetary Funds April 2026 assessment indicates global growth of around 3.1% for 2026, with risks arising from geopolitical con ict, trade fragmentation and commodity-price volatility. For infrastructure companies, the environment presents a mixed picture: financing and input-cost pressures require careful management, while energy transition, urbanisation, water security and supply-chain diversi cation continue to create long-duration investment opportunities.

Source: IMF World Economic Outlook, April 2026.

2. Indian Economy and Infrastructure Outlook

India continued to remain among the fastest-growing major economies, supported by domestic demand, public capital expenditure, improving private investment and the resilience of the services and industrial sectors. Government policy remained focused on infrastructure creation, logistics efficiency, manufacturing competitiveness, urban development, energy security and inclusive growth.

Public investment has continued to act as a central growth multiplier. The Union Budget for FY 2025-26 provided total capital expenditure of approximately 11.21 lakh crore, while the revised estimate remained close to 10.96 lakh crore. Investments under PM Gati Shakti, the National Infrastructure Pipeline, railway modernisation, highways, water supply, urban infrastructure and energy transition are expected to sustain a healthy opportunity pipeline for organised EPC and infrastructure service providers.

The medium-term outlook for infrastructure remains positive, although execution will remain dependent on timely clearances, land availability, customer funding, commodity-price stability and disciplined working-capital management. Companies with multi-sector capabilities, strong project governance and access to banking lines are expected to be better placed to capture this opportunity.

Source: Union Budget 2025-26 and Budget at a Glance

3. Industry Overview

Engineering, Procurement and Construction

Indias EPC industry is undergoing a structural transformation as the scale and complexity of projects increase. Demand is being driven by government capital expenditure, urbanisation, industrial expansion, water and sanitation programmes, power infrastructure, railways and logistics development. The industry is also moving towards larger integrated packages, tighter execution timelines, higher safety and quality standards, and greater use of digital monitoring.

For EPC companies, sustained growth must be supported by disciplined bidding, project-level margin protection, robust contract management, reliable vendor networks and adequate working capital. The ability to execute across geographies and sectors while maintaining cost, time and quality discipline remains a key competitive different iator.

Water Infrastructure

Water security remains a national priority. Continued investment under the Jal Jeevan Mission, urban water supply programmes, sewerage networks, treatment plants and reuse infrastructure is creating opportunities across design, construction, electromechanical works and operations and maintenance. As water systems mature, the sector is expected to gradually shift from only asset creation towards functionality, quality, reliability and lifecycle management.

Mining and Natural Resources

The mining sector is gaining strategic importance owing to Indias infrastructure and manufacturing requirements. Greater emphasis on domestic resource availability, commercial mining, technology adoption, mechanisation and production efficiency is creating opportunities for organised contractors with capabilities in excavation, overburden removal, material handling and allied infrastructure.

Mining contracts can provide long-tenure revenue visibility, but require strong equipment planning, operating controls, safety systems, statutory compliance and cost monitoring. The Companys entry into this segment represents an important diversi cation initiative and is expected to complement its existing infrastructure execution capabilities.

4. Company Overview and Business Strategy

Ganesh Infraworld Limited is an infrastructure solutions company engaged in engineering, procurement and construction services across civil and industrial infrastructure, civic utilities, water infrastructure, mechanical and electrical works, buildings and factories, roads, and related project services. During FY

2025-26, the Company broadened its business pro le and laid the foundation for its evolution from a

primarily EPC-focused enterprise into a diversi ed infrastructure group.

The Groups reportable operating segments comprise Civil and Electrical Infrastructure, Civic Utilities, Water Infrastructure, Mining Operations and Transportation. The expanded portfolio enables the Group to participate in a wider set of infrastructure opportunities and reduces dependence on any single end-market.

The Companys strategic priorities are:

? selective participation in projects offering appropriate risk-adjusted returns and payment visibility; ? expansion in water infrastructure and mining, supported by the Companys growing execution capabilities; ? strengthening of project planning, procurement, billing, collection and working-capital controls; ? development of a diversi ed Group platform through subsidiaries, joint ventures and strategic investments; ? greater use of technology and management information systems for timely project monitoring; and ? building long-term relationships with government agencies, public-sector undertakings and established private-sector clients.

5. Operational Performance and Key Developments

FY 2025-26 was a year of strong scale-up. The Company executed a larger volume of projects across its core infrastructure activities, resulting in substantial growth in revenue and pro tability. The year also saw the addition and development of new business verticals, including mining and transportation-linked operations at the Group level.

The Company closed the year with a healthy order book of approximately 2,283.70 crore, providing

medium-term execution visibility. The order portfolio includes opportunities across mining, water infrastructure, civic utilities, educational infrastructure, telecom and railway-related works and other portfolio includes opportunities across mining, water infrastructure, civic utilities, educational infrastructure, telecom and railway-related works and other EPC activities. Management remains focused on balancing order-book growth with execution capacity, margin discipline and cash- flow conversion.

The Group structure expanded during the year through investments in subsidiaries and strategic entities. FY 2025-26 is therefore the first year in which consolidated financial statements reflect the enlarged Group. The consolidated balance sheet includes the impact of subsidiaries and non-controlling interests, while the consolidated profit and loss account also includes the Groups share of profit from an associate.

Operationally, the Company continued to invest in plant and equipment, project resources and supporting systems. Standalone property, plant and equipment increased to 77.81 crore as at March 31, 2026, while consolidated property, plant and equipment stood at 311.43 crore. These additions support the Groups ability to execute larger and more asset-intensive contracts.

6. Financial Performance

Standalone Performance

Particulars ( crore)	FY 2025-26	FY 2024-25	Growth
Revenue from operations	831.87	538.22	54.6%
EBITDA*	108.64	56.70	91.6%
Pro t before tax	95.32	53.37	78.6%
Pro t after tax	70.82	40.05	76.8%
Earnings per share ( )	16.58	11.59	43.1%

*EBITDA is calculated as profit before tax plus nance cost and depreciation.

Standalone revenue from operations increased by 54.6% to 831.87 crore, reflecting higher execution across the Companys project portfolio. EBITDA increased to 108.64 crore, and profit after tax rose by 76.8% to 70.83 crore. The improvement in pro tability was supported by the higher operating scale and execution of a stronger project mix, partly o set by an increase in nance costs and depreciation.

Finance costs increased from 1.91 crore to 9.59 crore due to higher utilisation of working-capital facilities and borrowings required to support the expanded business scale. Employee costs and administrative expenses also increased as the Company strengthened its organisation and project-support functions.

The standalone balance sheet expanded to 542.54 crore from 264.85 crore. Shareholders funds increased to 249.93 crore, supported by profit retention. Current assets increased to 346.92 crore, mainly due to higher inventories and trade receivables arising from business growth. Short-term borrowings rose to 130.56 crore, reflecting the working-capital intensity of the expanded operations.

Consolidated Performance

Particulars ( crore)	FY 2025-26	FY 2024-25	Growth
Revenue from operations	835.55	538.22	55.2%
EBITDA*	109.22	56.70	92.6%
Profit before tax and associate share	95.63	53.37	79.2%
Profit after tax including associate share	76.17	40.05	90.2%
Earnings per share	17.83	11.59	53.8%

*EBITDA is calculated as profit before tax and share of associate profit plus nance cost and depreciation.

On a consolidated basis, revenue from operations stood at 835.55 crore and profit after tax, including the Groups share of profit from an associate, was 76.17 crore. The Group recognised a share of profit from associate of 5.08 crore. The consolidated results reflect the rst-time inclusion of the enlarged Group and should therefore be read together with the accounting and consolidation notes forming part of the financial statements.

The consolidated balance sheet stood at 1,153.30 crore as at March 31, 2026. Total equity, including non-controlling interest, was 405.39 crore. Consolidated long-term and short-term borrowings were 146.08 crore and 348.33 crore respectively, primarily reflecting the financing pro le of the subsidiaries consolidated during the year. Consolidated property, plant and equipment of 311.43 crore and current assets of 794.58 crore demonstrate the larger operating and asset base of the Group.

Key Financial Ratios

Ratio	Standalone Fy26	Standalone Fy25	Consolidated Fy26	Consolidated Fy25
Current Ratio (times)	1.21	2.93	1.38	2.93
Debt-Equity Ratio (times)	0.53	0.21	1.22	0.21
Debt Service Coverage Ratio (times)	8.66	15.83	9.04	15.83
Net Pro t Margin	8.5%	7.4%	9.1%	7.4%

The decline in current ratios and increase in debt-equity ratios principally reflect higher borrowings and current liabilities used to support the expanded scale of operations and, on a consolidated basis, the rst-time consolidation of subsidiaries. Debt service coverage remained comfortable, although lower than the previous year due to higher nance costs and debt-servicing obligations. The improvement in net profit margins reflects better operating leverage and the contribution from the associate at the consolidated level.

Working Capital and Cash Flow

The infrastructure business requires funding of mobilisation, procurement, execution and receivables before the full conversion of project billing into cash. During FY 2025-26, standalone cash used in operating activities was 41.09 crore, primarily due to growth in trade receivables and inventories. The Company funded this requirement through a combination of internal accruals and additional working-capital borrowings. Management is placing increased emphasis on milestone billing, certi cation, collection follow-up, vendor-credit optimisation and project-level cash- flow monitoring.

7. Risk Management

The Company operates in a project-based environment and is exposed to risks that may affect execution, pro tability and cash flows. Risk management is integrated into project selection, commercial evaluation, contracting, execution and periodic management review.

Principal risk	Management approach
Project execution and delay risk	Detailed planning, milestone monitoring, site reviews, client coordination and escalation of critical constraints.
Cost escalation and margin risk	Selective bidding, budget controls, procurement planning, price benchmarking and continuous review of estimated cost to complete.0.53
Working-capital and collection risk	Billing discipline, certi cation tracking, debtor reviews, banking arrangements and project-level cash- flow monitoring.
Customer and concentration risk	Diversi cation across sectors, geographies and customer categories, with evaluation of payment track record and contract terms.
Regulatory, safety and environmental risk	Compliance monitoring, site-level safety protocols, statutory approvals, training and engagement of technical professionals.
Equipment and mining-operation risk	Preventive maintenance, utilisation monitoring, insurance, operational controls and deployment of experienced personnel.
Human-resource risk	Recruitment, training, succession planning, performance management and retention of key technical and managerial employees.

8. Internal Control Systems and Their Adequacy

The Company has an internal control framework designed to provide reasonable assurance regarding the effectiveness and efficiency of operations, safeguarding of assets, prevention and detection of fraud and error, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The control environment covers project budgeting, procurement, vendor selection, work certi cation,

billing, collections, treasury, payroll, xed assets, statutory compliances and financial reporting.

Authority matrices and approval mechanisms are defined for key transactions. Management reviews

project performance, receivables, cash flows and deviations from budgets at periodic intervals.

Internal audit and other assurance processes examine selected operational and financial areas and report observations to management and the Audit Committee. Corrective actions are monitored. As the Group expands, the Company is progressively strengthening standardised processes, management information systems and control documentation across entities and project locations.

9. Human Capital

The Companys growth depends on its ability to attract, develop and retain engineers, project managers, nance professionals, commercial personnel and skilled site teams. During FY 2025-26, the organisation was strengthened to support the larger project portfolio and expanded Group structure.

The Company promotes a performance-oriented culture with emphasis on accountability, execution discipline, safety, ethical conduct and continuous learning. Training is provided through technical sessions, on-the-job exposure, safety programmes and management reviews. The Company also continues to improve HR and attendance systems to enhance transparency and workforce administration across project sites.

10. ESG, Sustainability and Corporate Social Responsibility

Infrastructure development has a direct impact on communities and the environment. The Company seeks to execute projects responsibly through efficient resource use, compliance with applicable environmental requirements, safe work practices and engagement with local stakeholders.

Water infrastructure projects contribute to improved access to essential civic services, while mining and construction activities require particular attention to safety, dust and waste management, equipment efficiency and restoration obligations. The Company intends to progressively strengthen measurement and reporting of relevant environmental and social indicators as the scale of operations increases.

The Companys corporate social responsibility initiatives focus on areas including health, hygiene, education, nutrition, sports and community development. The objective is to create meaningful and sustainable impact in and around the communities in which the Company operates.

11. Outlook

Indias sustained infrastructure investment cycle, increasing focus on water security, expansion in mining and logistics, industrial development and urban infrastructure provide a favourable medium-term backdrop for the Group. The Companys healthy order book, broader sector presence and strengthened operating platform provide visibility for continued growth.

The immediate priorities are disciplined execution of the existing order book, conversion of work into timely billing and collections, maintenance of project margins, prudent use of leverage and integration of the expanded Group. The Company will continue to evaluate new opportunities selectively, with emphasis on technical capability, contractual balance, customer quality, payment security and return on capital.

Management remains con dent in the long-term prospects of the business. At the same time, the pace of growth will be managed with due regard to working-capital requirements, execution capacity, safety, governance and balance-sheet strength. The objective is to build a diversi ed and dependable infrastructure enterprise capable of delivering sustainable value to shareholders and other stakeholders.

12. Cautionary Statement

This Management Discussion and Analysis contains forward-looking statements concerning the Companys objectives, expectations, projections, estimates and outlook. These statements are based on current assumptions and information available to the management. Actual results may differ materially due to changes in economic conditions, government policies, industry developments, commodity prices, interest rates, project execution, customer payments, regulatory requirements, competition and other factors. The Company assumes no obligation to publicly revise any forward-looking statement to reflect subsequent events or circumstances, except as required by applicable law.

Report of the Board of Directors

Dear Members,

Your Directors have pleasure in presenting the 3rd Annual Report together with the Audited Standalone Financial Statements and Audited Consolidated Financial Statements for the year ended March 31, 2026.

1. Financial Summary or Performance of the Company

The financial performance of your Company for year ended March 31, 2026 is as follows:

(INR in Lakhs)

	Standalone		Consolidated
Particulars	For the Year ended March 31, 2026	For the Yearended March 31, 2025	For the Year ended March 31, 2026	For the Yearended March 31, 2025
Revenue from Operations	83,186.72	53,822.18	83,554.56	53,822.18
Other Income	405.15	428.47	404.57	428.47
Total Income	83,591.87	54,250.65	83,959.13	54,250.65
Pro t /(Loss) before Depreciation and Tax	9,904.78	5,478.35	9,946.50	5,478.35
Depreciation/ Amortization	372.96	141.02	383.14	141.02
Pro t / (Loss) before Tax and Exceptional	9,531.82	5,337.33	9,563.36	5,337.33
Item
Exceptional/Extraordinary Items	-	-	-	-
Pro t Before Tax for the year	9,531.82	5,337.33	9,563.36	5,337.33
Current Tax	2,312.00	1 ,299.24	2,319.36	1 ,299.24
Deferred Tax	104.53	33.05	101.99	33.05
Tax related to Previous years	32.53	-	32.53	-
Pro t / (Loss) after Tax for the year	7,082.76	4,005.04	7,109.48	4,005.04
Share of Pro t/(Loss) on Associate (Net of Tax)	-	-	507.79	-
Net Pro t / (Loss) after Tax & Share of Pro t/(Loss) on Associate	7,082.76	4,005.04	7,617.27	4,005.04

2. Review of Operations

The Revenue from Operations of the Company during the year under review on Standalone basis is 83,186.72Lakhsas compared to 53,822.18 Lakhs in the previous year. The Revenue from Operations of the Company during the year under review on Consolidated basis is 83,959.13 Lakhs. The Company has accounted the net Pro t of 7,082.76Lakhs during the year under review on Standalone basis as compared to 4,005.04 lakhs in the previous year. The Company has further accounted the net Pro t of 7,617.27Lakhs during the year under review on Consolidated basis. A detailed discussion on review of the operations of the Company has been included in Management Discussion and Analysis Report which forms part of this Annual Report.

3. Business Overview

The Company is engaged in the construction and EPC contracts in India such as the construction of plants & warehouses, industrial civil projects, mechanical projects, buildings & factories, road construction, residential buildings, the balance of plant and components for power projects and water treatment projects. Its mission is to offer comprehensive end-to-end solutions for all Erection Services required in complex Infrastructure projects. With a dynamic team of young and passionate ndividuals, we tirelessly strive to revolutionize the EPC Industry by providing unparalleled service accessibility round-the-clock, 365 days a year, right at our clients doorsteps.

4. Transfer to Reserve

The Company has transferred amount of 7,082.76Lakhson Standalone basis and 7,586.08 Lakhs on

consolidated basis towards Reserves and Surplus.

5. Dividend

The Board of Directors at their Meeting held on 16thMay 2026 has recommended payment of 0.10/- (Rupees Ten paise only) per Equity Share of 5 each (2%) each as nal dividend for the financial year ended 31stMarch 2026. The payment of nal dividend is subject to the approval of shareholders at the ensuing Annual General Meeting ("AGM") of the Company. In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of shareholders. The Company shall accordingly make the payment of nal dividend after deduction of tax at source. The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. 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 at https://ganeshinfra.com/wp-content/uploads/2026/03/Dividend-Distribution-Policy

6. Deposits

Your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

7. Change in Nature of Business, if any

There has been no change in the nature of business of the Company during the financial year ended

March 31, 2026.

8. Subsidiary/Joint Ventures/Associate Companies

The Company has a Joint Venture named "Ganesh Netsoft JV Networks", a Subsidiary named "Trivanta Resources Private Limited" and an Associate entity named "Kandoi Transport Limited" as on the financial year ended March 31, 2026. The Company has also established a wholly owned subsidiary namely "GRV

Global L.L.C-FZ", in Dubai, United Arab Emirates with the objective of expanding its operations internationally and intends to subscribe to 100% of its share capital. Upon such subscription, GRV Global L.L.C-FZ will become a wholly-owned subsidiary of the Company. A statement containing the salient features of the financial statements of the Companys subsidiaries/associates has been separately annexed hereto as Annexure I, in terms of the first proviso to Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014.

9. Share Capital

The Paid-up Share Capital of the Company as at March 31, 2026 stands at 21,36,06,985/-. As on March 31, 2026, none of the Directors of the Company holds instrument convertible into equity shares of the Company. During the year under review, the Company has not issued any shares with or without differential voting rights or issued sweat equity shares.

10. Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the

Companies Act, 2013 are given in the notes to the Financial Statements.

11. Material changes and commitments

There have been no 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 financial statements relates and the date of the report.

12. Significant and material orders passed by the Regulator/ Courts/ Tribunals impacting the Going Concern Status and Companys operations in future

During the year under review, there has been no such significant and material order passed by the

regulators or courts or tribunals impacting the going concern status and Companys operations in future.

13. Audit Committee

The composition of Audit Committee has been detailed in the Corporate Governance Report, formingpart

of this Annual Report.

All recommendations made by the Audit Committee have been accepted by the Board of Directors.

14. Details of Directors and Key Managerial Personnel

The Board of Directors ("the Board") of the Company consists of an optimal combination of Executive, Non-Executive and Independent Directors which represent a mix of professionalism, knowledge and experience. The Board brings in the guidance, leadership and an independent view to the Companys management while discharging its fiduciary responsibilities, thereby ensuring that management adheres to the ethics, transparency and disclosure norms. The Composition of the same has been

presented in the Corporate Governance Report.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in

section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and

Quali cation of Directors) Rules, 2014.

Mrs. Bharti Mundhra ceased to be the Company Secretary and Compliance Officer of the Company w.e.f.

the close of business hours on 30th May, 2025. Ms. Beas Moitra has been appointed as the Company

Secretary and Compliance Officer of the Company with effect from 1st June, 2025.

As on date, Mr. Sudhir Kumar Ojha, Chief Financial Officer and Ms. Beas Moitra, Company Secretary are

the Key Managerial Personnels of the Company.

Further, there was no Director who was reelected / reappointed during the year under review.

15. Declaration by Independent Directors

The Company has received the necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided therein.

16. Meetings

The details of the meetings of the Board and Committees along with its composition and respective terms of reference thereof are given in the Corporate Governance Report, which forms an integral part of this Annual Report.

17. Statutory Auditors

In the 1st Annual General Meeting (AGM) held on 23rd July, 2024, M/s. Piyush Kothari & Associates, Chartered Accountants, having Firm Registration No. 140711Wwere appointed as Statutory Auditors of the Company for a period of 5 consecutive years. Further, they have, under Section 139(1) of the Act and

the Rules framed there under furnished a certificate of their eligibility and consent for the appointment. M/s. Piyush Kothari & Associates, Chartered Accountants, have con rmed that they have not been

disquali ed to act as Statutory Auditors of the Company and that their appointment is within the

maximum ceiling limit as prescribed under Section 141 of Companies Act, 2013/ relevant statute.

The Statutory Auditors of the Company have not reported any fraud as specified under the second

proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modi cation(s) or re-

enactment(s) for the time being in force).

There are no reservations or adverse remarks made by the Statutory Auditors in their Audit report on the Standalone and Consolidated financial statements of the Company for the financial year ended March 31, 2026.

18. Disclosure about Secretarial Audit and Cost Audit

(a) Secretarial Audit - In the 2ndAnnual General Meeting (AGM) held on 19th June, 2025 M/s. MKB& Associates, Practicing Company Secretaries, having Firm Registration No. P2010WB042700 were appointed as Secretarial Auditors of the Company for a period of 5 consecutive years from the conclusion of 2nd AGM till the conclusion of 7th AGM. The Report of the Secretarial Auditors is annexed to and forms a part of this Report as Annexure II. The comments on the Report are given as under;

(I) except that the Company has disclosed to the stock exchange on 15.04.2025 the incorporation of its wholly owned subsidiary "GRV Global L.L.C-FZ" in Dubai, United Arab Emirates (U.A.E) on 12.04.2025 which was not made within the prescribed timeline under Regulation 30 of SEBI (LODR) Regulations, 2015.

Management Response - We have received the information on 15th April, 2025 and have intimated the same on that day. We had taken steps to strengthen our internal processes so that such delays do not occur in the future. The Management remains committed in maintaining transparency and compliance in all our disclosures.

The Secretarial Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modi cation(s) or re-enactment(s) for the time being in force).

(b) Cost Audit- Pursuant to Section 148 of the Act, the Central Government has made it mandatory for the Company to conduct a cost audit and accordingly, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. The Board of Directors of the Company has on the recommendation of the Audit Committee approved the appointment of Cost Auditor M/s Umesh Kumar Pandey & Associates for conducting the Cost Audit for the Financial Year 2025-26 and their remuneration is sought to be ratified by the shareholders at the forthcoming Annual General Meeting of the Company.

The Cost Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modi cation(s) or re-enactment(s) for the time being in force).

19. Companys policy on directors appointment and remuneration including criteria for determining quali cations, positive attributes, independence of a director and other matters provided under Sub-Section (3) of Section 178

The Company has constituted its Nomination and Remuneration Committee of the Board and has adopted the Remuneration Policy for the appointment and remuneration of the Directors, Key Managerial Personnel and other Senior Executives of the Company along with other related matters, which has been formulated in terms of the requirement of the Companies Act, 2013 and the Listing Regulations. The Policy is uploaded on the Companys website (www.ganeshinfra.com).

20. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as per section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - III.

21. Related Party Transaction

In compliance with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Companys website at https://ganeshinfra.com/policies-and-code-of-conduct/ .

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and/ or entered in the Ordinary Course of Business and are at Arms Length basis.

The Company has entered into contract/arrangements with the related parties during the F.Y. 2025-26 which were in the ordinary course of business and on arms length basis. No Material Related Party Transactions were entered during the year by your Company. The particulars of Related Party Transactions in Form AOC-2 as required under Section 188 (1) of the Act read with relevant rules framed therein are annexed herewith in Annexure - IV.

22. Particulars of Employees & Related Disclosures

The required disclosure in accordance with Section 197 of the Act read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time is provided separately and forms part of this report. The same is annexed as Annexure - V.

23. Risk Management Policy

The Company has laid down a procedure to inform the Board members, on a periodic basis, about the

identi ed risks and the steps taken to mitigate and minimize the same.

The Company has already identified and assessed major elements of risks which may threaten the existence of the Company. The Executive Management reviews the identified risks, including assessment of the said risks and procedures which are being implemented for the monitoring, mitigating and minimization of the said risks.

24. Corporate Social Responsibility (CSR)

In accordance with Section 135 of the Act and Rules framed thereunder, the Company has adopted a

Policy of CSR and the Board has constituted a Committee for implementing the CSR Activities. The CSR

Committee comprises of two (2) Non-executive directors and one (1) Executive director as at 31st March, 2026 viz. Mrs. Rachita Agrawal (Chairman), Mr. Vibhoar Agrawal (Member) and Mrs. Rupal Dhiren Haria (Member). The Company has adopted a CSR policy which indicates the activities to be undertaken by the Company as specified in Schedule VII to the Act. The details regarding meeting and composition has been presented in the Corporate Governance Report. The Annual Report forms part of this report and same is annexed as Annexure - VI.

25. Management Discussion and Analysis Report

The Management Discussion and Analysis Report of financial performance and results of operations of the Company, as required under the SEBI Listing Regulations is provided in a separate section and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of a airs of your Companys business, risks and concerns and material developments during the financial year under review.

26. Corporate Governance Report

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. Separate report on Corporate Governance, forms an integral part of this Annual Report.

A certificate from M/s. Sanjay Kumar Vyas, Practicing Company Secretaries, confirming compliance with

the conditions of corporate governance is also attached to the Corporate Governance Report.

27. Whistle Blower Policy and Vigil Mechanism

In Compliance with the provisions of section 177 of the Companies Act, 2013 and Regulation 22 of SEBI

Listing Regulations, the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided.

The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Companys website at https://ganeshinfra.com/policies-and-code-of-conduct/ .

28. Adequacy of Internal Financial Controls with reference to Financial Statements

The Company has in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control as prescribed.

29. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company has in place a formal policy for prevention of Sexual Harassment of its women employees in line with "the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013". During the financial year under review, the Company has not received any complaints pertaining to Sexual Harassment and also there are no complaint pending.

30. Proceeding Pending Under the Insolvency and Bankruptcy Code, 2016

During the year under review, there were no proceedings that were led by your Company or against your Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

31. Human Resources

Your Company put great emphasis on optimizing people performance through various people oriented processes starting from recruitment, training, performance management and talent building. Your Company have always been able to attract and retain best talent in the market and the same can be felt in the past growth of the company.

32. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2025 is available on the website of the Company (www.ganeshinfra.com).

33. Performance Evaluation of the Directors

In compliance with the Companies Act, 2013, and the Listing Regulations, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board and the Committees of the Board, by way of individual and collective feedback from the Directors. The detailed analysis of various skills, qualifications and attributes as required and available with the Board has been presented in the Corporate Governance Report.

34. Directors Responsibility Statement

Pursuant to Section 134(3)( c ) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby con rmed that (i) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) 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 a airs of the Company as at March 31, 2026 and of the profit and loss of the company for that period; (iii) 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; (iv) The directors had prepared the annual accounts on a going concern basis; and (v) 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.

(vi) The directors had laid down internal financial controls and such internal financial controls are adequate and were operating effectively.

35 Compliance of Secretarial Standards

The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and shareholders (SS-2).

36. General Disclosures

(i) The Company serviced all the debts & financial commitments as and when they became due and no settlements were entered into with the bankers.

(ii) No revisions were made in the financial statements and Directors Report of your Company.

37. Acknowledgment

Your Directors take this opportunity to thank the Regulatory and Government Authorities, Bankers, Business Associates, Shareholders and the Customers of the Company for their continued support to the Company. The Directors express their deep sense of appreciation towards all the employees and sta of the Company and wish the management all the best for achieving greater heights in the future.

Secretarial Audit Report For The Financial Year Ended 31st March, 2026

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members,

GANESH INFRAWORLD LIMITED

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by GANESH INFRAWORLD LIMITED (hereinafter called "the Company"). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing our opinion thereon.

The Companys Management is responsible for preparation and maintenance of secretarial and other records and

for devising proper systems to ensure compliance with the provisions of applicable laws and regulations.

Based on our veri cation of the books, papers, minute books, forms and returns led and other records maintained by the Company and also the information provided by the Company, its o cers, agents and authorised representatives during the conduct of the secretarial auditand considering the relaxations granted by Ministry of Corporate A airs and Securities and Exchange Board of India, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2026,generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns led and other records maintained by the Company for the financial year ended on 31st March, 2026, to the extent applicable, according to the provisions of:

i) The Companies Act, 2013 (the Act) and the Rules made thereunder; ii) The Securities Contracts (Regulation) Act, 1956 and Rules made thereunder; iii) The Depositories Act, 1996 and Regulations and Bye-laws framed thereunder;

iv) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the

extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992

("SEBI Act") or by SEBI, to the extent applicable:

a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015

[hereinafter referred to as SEBI (LODR) Regulations]; b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover)

Regulations, 2011; c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2018[hereinafter referred to as SEBI (ICDR) Regulations]; e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)

Regulations, 2021; f) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities)

Regulations, 2021; g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 (applicable till 14.12.2025); h) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 2025 (applicable from 15.12.2025); i) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; j) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018.

Vi) Other than scal, labour and environmental laws which are generally applicable to theCompany, the

following laws/acts are also, inter alia, applicable to the Company:

a) Employees Provident Funds and Miscellaneous Provisions Act, 1952 b) Employees State Insurance Act, 1948 c) Contract Labour (Regulation & Abolition) Act, 1970 d) Payment of Gratuity Act, 1972

We have also examined compliance with the applicable clauses of Secretarial Standards issued by The

Institute of Company Secretaries of India.

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except that the Company has disclosed to the stock exchange on 15.04.2025 the incorporation of its wholly owned subsidiary "GRV Global L.L.C-FZ" in Dubai, United Arab Emirates (U.A.E) on 12.04.2025 which was not made within the prescribed timeline under Regulation 30 of SEBI (LODR) Regulations, 2015.

We further report that:

a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There has been no change in the composition of the Board of Directors during the period under review.

b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent atleast seven days in advance (and at a shorter notice for which necessary approvals obtained, if any)and a system exists for seeking and obtaining further information and clari cations on the agenda items before the meeting and for meaningful participation at the meeting.

c) None of the directors in any meeting dissented on any resolution and hence there was no instance of

recording any dissenting members view in the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further state that recommendations have been made to the Company with respect to the compliances related to insider trading as required under The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

We further report that the Company has incorporated:

a) A wholly owned Subsidiary Company namely "GRV Global L.L.C-FZ", in Dubai, United Arab Emirates

(U.A.E); b) A Joint Venture (JV),"Ganesh Netsoft JV Networks"; c) A new SPV, "Trivanta Resources Private Limited".

We further report thatduring the period under review, the Company has withdrawn the proposed preferential issue of equity shares and warrants to non-promoters and certain identified Promoter(s) or members of Promoter Group respectively, which was approved by the Board on 17th November, 2025 and by the Shareholders on 10th December, 2025 due to prevailing market conditions during that time.

We further report that during the audit period, the Company has passed the following special resolutions for:

i. Issue and allotment upto 37,52,800 fully Paid up Equity Shares of the Company having Face Value of 5/- each at a price of 233/- including a premium of 228/- per Equity Share, aggregating to Rs. 87,44,02,400 to certain identified non-promoter entities for cash consideration on a preferential basis.

ii. Issue, offer and allot in one or more tranches 7,54,400 convertible warrants ("Warrants"), each convertible into, or exchangeable for 1 fully paid-up equity share of the Company having face value of Rs. 5/- each at any time within 18 months from the date of allotment as per SEBI (ICDR) Regulations for cash, at a price of 233/- per warrant including Premium of 228/- at an aggregate consideration not exceeding 17,57,75,200 on a preferential basis to certain identified Promoter(s) or Members of the Promoter Group of the Company.

We further report that during the period under review, the Company has acquired 39.78% stake in Kandoi

Transport Limited (Unlisted Public Company), thus making it an associate of the company.

This report is to be read with our letter of even date which is annexed as Annexure I which forms an integral

part of this report.

Date: 14.07.2026 For MKB & Associates

Place: Kolkata Company Secretaries

UDIN: A017190H000827758 Firm Reg No: P2010WB042700

Raj Kumar Banthia

Partner

Membership no. 17190 COP no. 18428

Peer Review Certificate No. 6825/2025