Ganesh Infraworld Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 2^nd Annual Report together with the Audited Financial Statements for the year ended March 31, 2025.

1. Financial Summary or Performance of the Company

The financial performance of your Company for year ended March 31, 2025 is as follows:

		(Rs. in Lakh)
Particulars	For the Year ended March 31, 2025	For the Year ended March 31, 2024
Revenue from Operations	53,822.18	5,104.63
Other Income	433.69	22.36
Total Income	54,255.87	5,126.99
Profit /(Loss) before Depreciation and Tax	5,478.35	567.13
Depreciation/ Amortization	141.02	7.99
Profit / (Loss) before Tax and Exceptional Item	5,337.33	559.14
Exceptional/Extraordinary Items	-	-
Profit Before Tax for the year	5,337.33	559.14
Current Tax	1,299.24	132.31
Deferred Tax	33.05	31.46
Profit / (Loss) after Tax for the year	4,005.04	395.37

2. Operations

The Revenue from Operation of the Company during the year under review is C 53,822.18 Lakhs as compared to C 5,104.63 lakhs in the previous year. The Company has accounted the net Profit of C 4,005.04 Lakhs during the year under review as compared to C 395.37 lakhs in the previous year. A detailed discussion on review of the operations of the Company has been included in Management Discussion and Analysis which forms part of this Annual Report.

3. Business Overview

The Company is engaged in the construction and EPC contracts in India. 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 individuals, 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 C 13,421.63 Lakhs towards Reserves and Surplus.

5. Dividend

Your Directors do not recommend Dividend this year.

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, 2025.

8. Subsidiary/Joint Ventures/ Associate Companies

The Company does not have any Subsidiary, Joint Ventures and Associate Company as on the financial year ended March 31, 2025. The Company has recently incorporated a wholly owned subsidiary namely "GRV Global L.L.C-FZ", in Dubai, United Arab Emirates.

9. Share Capital

The Paid-up Share Capital of the Company as at March 31, 2025 stands at C 21,36,06,985/-. As on March 31, 2025, none of the Directors of the Company holds instrument convertible into equity shares of the Company.

During the year, the Company issued 13,60,000 equity shares, at a price of Rs.100 per share, which includes a securities premium of Rs.190 per share. These equity shares rank pari passu in all respects with the existing equity shares of the Company and carry identical rights and entitlements.

The Company issued bonus shares in the ratio of 1:4, i.e., one fully paid-up equity share for every four equity shares held, by capitalizing the securities premium. A total of 61,68,919 bonus shares were allotted. These bonus shares rank pari passu in all respects with the existing equity shares of the Company.

During the year, the Company undertook a subdivision (split) of its equity shares in the ratio of 2:1, wherein each equity share having a face value of Rs.10 was split into 2 equity shares of Rs.5 each. Accordingly, 1,23,37,839 additional shares were allotted, without impacting the overall share capital value.

During the year, the Company issued 13,60,000 equity shares, at a price of Rs.100 per share, which includes a securities premium of Rs.190 per share. These equity shares rank pari passu in all respects with the existing equity shares of the Company and carry identical rights and entitlements.

During the year, the Company successfully completed its Initial Public Offering (IPO), issuing 1,18,76,800 equity shares at a price of Rs.83 per share, including a premium of Rs.78 per share. The IPO proceeds were utilised in accordance with the objects of the offer, and the newly issued shares are listed and traded on the stock exchange.

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. Details of Directors and Key Managerial Personnel

Pursuant to Section 149(10) of the Act, read along with the Rules framed thereunder, the Members at their 1^st AGM of the Company held on 23^rd July, 2024 approved the appointment of Independent Directors viz Mrs. Rupal Dhiren Haria, Mr. Golock Chandra Sahoo and Ms. Manisha Khandelwal as Independent Directors of the Company to hold office for a term up to 3 (three) consecutive years from the conclusion of that AGM until the conclusion of the 3^rd AGM. Further, pursuant to the Sections 149(13) and 152 of the Act, provisions for the retirement of directors by rotation shall not apply to such Independent Directors.

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.

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 Qualification of Directors) Rules, 2014.

As on date, Mr. Sudhir Kumar Ojha, Chief Financial Officer and Mrs. Bharti Mundhra, Company Secretary are the Key Managerial Personnel of the Company.

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

14. 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.

15. Meetings

The details regarding meetings of the Board and Committees have been provided in the Corporate Governance Report forming part of this Annual Report

16.Statutory Auditors

In the 1^st Annual General Meeting (AGM) held on 27^th July, 2024, M/s. Piyush Kothari & Associates, Chartered Accountants, having Firm Registration No. 140711W were appointed as Statutory Auditors of the Company for a period of 5 years. Further, they have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

There are no reservations or adverse remarks made by the Statutory Auditors in their report.

17. Disclosure about Secretarial Audit and Cost Audit

(a) Secretarial Audit - During the year under review, the Board of Directors had appointed M/s. MKB & Associates Practising Company Secretaries for conducting the secretarial audit of the Company in accordance with the provisions of the Act and the Rules framed thereunder. The Report of the Secretarial Auditors is annexed to and forms a part of this Report as Annexure - I. The comments on the Report are given as under;

(i) except that the Company had filed the Financial Results for the quarter ended September, 2024 on 19^th February, 2025. National Stock Exchange of India Limited (NSE) has imposed a fine of C3,18,600/-.

Management Response - The

Company has paid the fine. We had taken steps to strengthen our internal processes so that such delays do not occur in the future. The Board remains committed to maintaining transparency and compliance in all our disclosures.

(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 2024-25.

18. Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under SubSection (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).

19. Fraud Reporting:

The Auditors Report doesnt contain any remark/ information in relation to fraud.

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 - II.

21. Related Party Transaction

The Company has entered into contract/ arrangements with the related parties during the F.Y. 2024-25 which were in the ordinary course of business and on arms length basis. 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 - III.

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 - IV.

23. Risk Management Policy

The Company has laid down a procedure to inform the Board members, on a periodic basis, about the identified 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 31^st March, 2025 viz. Mrs. Rachita Agrawal (Chairman), Mr. Vibhoar Agrawal (Member) and Mrs. Rupal Dhiren Haria (Member). The Committee met twice during the financial year under review. The meetings were held with the presence of requisite quorum. 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 Annual Report forms part of this report and same is annexed as Annexure - V.

25. 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, 2025, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control as prescribed.

26. 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.

27. Proceeding Pending Under The Insolvency and Bankruptcy Code, 2016

During the year under review, there were no proceedings that were filed 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.

28. 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.

29. 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, 2024 is available on the website of the Company (www.ganeshinfra.com).

30. 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 following were the Evaluation Criteria :

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Director:

- Performance as Team Leader / Member

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key Set Goals and Achievements

- Professional Conduct and Integrity

- Sharing of Information with the Board

31.Directors Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies

Act, 2013 with respect to Directors Responsibility

Statement, it is hereby confirmed that —

(i) in the preparation of the annual accounts for the financial year ended March 31, 2025, 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 affairs of the Company as at March 31, 2025 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.

32.Acknowledgement

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 staff of the Company and wish the management all the best for achieving greater heights in the future.

	By Order of the Board of Directors
	For Ganesh Infraworld Limited
	Vibhoar Agrawal	Rachita Agrawal
Place : Kolkata	Chairman, MD & CEO	Non-Executive Director
Dated : 25.04.2025	(DIN - 02331469)	(DIN - 07935029)