Ganesha Ecoverse Ltd Directors Report

To The Members of Ganesha Ecoverse Limited

(Formerly Known as SVP Housing Limited)

Your Directors have pleasure in presenting the Twenty Second Annual Report of the Company together with the Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL RESULTS

The summarized financial results of the Company for the year ended March 31, 2025 as compared to the preceding year are as under:

( in lakhs)

Particulars	Standalone		Consolidated*
	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025
Total Income	1057.54	1238.49	1057.54
Profit/(Loss) before Finance	(129.61)	636.81	(1466.91)
Costs, Depreciation and
Amortization Expense
Less: Finance Costs	105.54	105.50	105.54
Less: Depreciation &	0.53	0.19	0.53
Amortization Expense
Profit/(Loss) before Tax	(235.68)	531.12	(1572.98)
Tax Expense	(89.25)	108.07	(89.25)
Profit/(Loss) after Tax	(146.43)	423.05	(1483.73)
Add: Other Comprehensive Income	-	-	-
Total Comprehensive Income	(146.43)	423.05	(1483.73)

Since GESL Spinners Private Limited has become an Associate company on October 22, 2024, the consolidated figures for the previous year are not applicable.

FINANCIAL AND OPERATIONAL PERFORMANCE.

The standalone and consolidated financial statements for the financial year ended March 31, 2025, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

On standalone basis, total income of the Company was Rs. 1057.54 lakh as against Rs. 1238.49 lakh during the previous financial year 2023-24. During the year under review, the Company has reported a loss of Rs. 146.43 lakh as against the profit of Rs. 423.05 lakh in the last financial year.

The decline in performance of the Company was primarily due to the provision made by the Company towards the accumulated dividend payable on Preference shares of the Company and the mark-to-market (MTM) loss on its investment portfolio due to adverse movements in the equity market.

A more detailed analysis and current outlook is available in Management Discussion and Analysis section of this report.

TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

Pursuant to the approval of the Members of the Company obtained by way of Special Resolution passed through Postal Ballot on February 20, 2025 and the approval of the Regional Director, the Board of Directors at its meeting held on September 6, 2025, approved shifting of the registered office of the Company from P3-211, Second Floor, Central Square, 20, Manohar Lal Khurana Marg, Bara Hindu Rao, Delhi-110006 to Gata No. 192 &196, Village - Temra, Tehsil- Bilaspur, District Rampur- 224921 (U.P.).

DIVIDEND

In view of losses incurred, the Board of Directors of the Company do not recommend any dividend to the Equity Shareholders for the year under review.

RIGHTS ISSUE

On October 10, 2024, the Company has made an allotment of 1,34,15,250 Equity Shares of face value of Rs.10/- each at a price of Rs. 35/- per share (including premium of Rs. 25/- per share), aggregating to Rs. 4695.33 lakh, to shareholders of the Company on Rights Basis. Consequent to the said allotment, the total paid up Equity Share Capital of the Company stands increased to Rs. 2459.46 lakh comprising of 2,45,94,650 Equity Shares of face value of Rs.10/- each. The Equity Shares issued & allotted as aforesaid rank pari-passu with the existing equity shares of the Company in all respect.

The proceeds of the issue were primarily used to acquire a 44.39% stake in GESL Spinners Private Limited (GSPL), an entity engaged in the business of production of textile grade spun yarn and sewing thread out of Recycled Polyester Staple Fibre (RPSF). In furtherance to this strategic investment in the segment, aligned with the Companys core textile business, the Board of Directors at its meeting held on May 30, 2025, have approved the merger of GSPL with the Company. The funds so infused into GSPL were utilized for debt reduction and procurement of plant and machinery, as stated in the Rights issue letter of offer dated September 03, 2024.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, on October 22, 2024, the Company has invested an aggregate of Rs. 4649.50 lakh in GESL Spinners Private Limited and acquired a stake of 44.39%, by subscribing its 2,73,50,000 Equity Shares of the face value of Rs. 10/- each. With such investment, GESL Spinners Private Limited (GSPL) has become an Associate of the Company.

The yarn spinning manufacturing facility of GSPL was damaged badly during August, 2024 due to heavy storm and flood, which halted its operations for about six months and the associate company incurred substantial losses of Rs. 3012.62 lakhs. The operations have since been revived and the GSPL continues as a going concern.

A statement containing salient features of the Financial Statements of the Associate Company in the prescribed format in Form AOC-1 as required under first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is included in this Report as "Annexure I" and forms an integral part of this Report. The said form also highlights performance of the associate Company and their contribution to the overall performance of the Company during the period under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of the SEBI (LODR) Regulations, 2015 ("SEBI Listing Regulations") is provided in a separate section forming part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in the Directors and Key Managerial Personnel of the Company.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Shri Vishnu Dutt Khandelwal (DIN: 00383507) Director of the Company, retires from the Board by rotation, at the ensuing Annual General Meeting of the Company and being eligible has offered himself for re-appointment. The Board recommends the proposal of his re-appointment for consideration of the Members at the ensuing AGM of the Company. Brief profile of Shri Vishnu Dutt Khandelwal is provided in the Notice of ensuing AGM.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company had received the declarations u/s 149(7) of the Companies Act, 2013 from the Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations and they have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors on the Board of the Company have requisite expertise, experience and possess attributes of integrity.

COMPOSITION OF BOARD COMMITTEES

As on March 31, 2025, the Company has 5 (Five) Board level committees. The composition of such committees are as follows: -

Audit Committee: -

Sr. No.	Name	Category	Position/ Designation
1	Shri Abhilash Lal	Non-Executive - Independent Director	Chairperson
2	Shri Vishnu Dutt Khandelwal	Non-Executive - Non Independent Director	Member
3	Ms Neeru Abrol	Non-Executive - Independent Director	Member

During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee: -

Sr. No.	Name	Category	Position/ Designation
1	Ms Neeru Abrol	Non-Executive - Independent Director	Chairperson
2	Shri Vishnu Dutt Khandelwal	Non-Executive - Non Independent Director	Member
3	Shri Abhilash Lal	Non-Executive - Independent Director	Member

Stakeholders Relationship Committee: -

Sr.	Name	Category	Position/
No.			Designation
1	Shri Vishnu Dutt Khandelwal	Non-Executive - Non	Chairperson
		Independent Director
2	Shri Sandeep Khandelwal	Managing Director	Member
3	Shri Abhilash Lal	Non-Executive -	Member
		Independent Director

Capital Raising Committee: -

Sr. No.	Name	Category	Position/ Designation
1	Shri Vishnu Dutt Khandelwal	Non-Executive - Non	Chairperson
		Independent Director
2	Shri Sandeep Khandelwal	Managing Director	Member
3	Shri Abhilash Lal	Non-Executive -	Member
		Independent Director

Management Committee: -

Sr. No.	Name	Category	Position/ Designation
1	Shri Sandeep Khandelwal	Managing Director	Chairperson
2	Vishnu Dutt Khandelwal	Non-Executive Non-	Member
		Independent Director
3	Shri Abhilash Lal	Non-Executive -	Member
		Independent Director

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, in respect of the financial year ended March 31, 2025, confirm that: -

a) in preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that year;

c) they have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared Annual Accounts on a ‘Going Concern basis.

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

5

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size of the Company and the nature of its business, with reference to financial statements. Internal Auditors of the Company periodically audit the adequacy and effectiveness of the internal controls laid down by the management. The Audit Committee of the Board of Directors also regularly reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2024-25, the Board of Directors had met 6 (Six) times on May 30, 2024, July 08, 2024, August 23, 2024, November 10, 2024, December 30, 2024 and March 03, 2025.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), issued by the Institute of Company Secretaries of India.

ANNUAL RETURN

The copy of Annual Return as required under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, is placed on the Companys website and can be accessed at https://ganeshaecoverse.com/wp-content/uploads/2024/12/Form_MGT_7-Annual-Return-2023-24.pdf

LISTING

The Companys Equity Shares are listed on BSE SME and the listing fee for the Financial Year 2024-25, has been paid.

AUDITORS AND AUDITORS REPORT

a. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules made thereunder, M/s. Rajiv Mehrotra & Associates, Chartered Accountants, Kanpur (ICAI Firm Registration No. 002253C) were appointed as the Statutory Auditors of the Company at 20^th AGM of the Company held on September 28, 2023, for a term of 5 (five) consecutive years, to hold office till the conclusion of the 25^th AGM of the Company. The Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Statutory Auditors Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark or disclaimer. b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board had appointed M/s Hemant Kumar Sajnani & Associates, as Secretarial Auditors of the Company, to undertake Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith as "Annexure II".

The Secretarial Audit Report for the Financial Year 2024-25 does not contain any qualification, reservation, adverse remark or disclaimer.

c. Internal Auditors

Pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014, your Company engaged the services of M/s. Ashok & Ajai, Chartered Accountants, Kanpur, to conduct the Internal Audit of the functions and activities of the Company for the Financial Year 2024-25.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or the Board under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

RELATED PARTY TRANSACTIONS

During the year under review, all transactions entered into with Related Parties were approved by the Audit Committee and wherever required, were also approved by the Board of Directors of the Company. Omnibus approval from the Audit Committee was obtained for transactions of repetitive nature. Further, all related party transactions undertaken during the year were in ordinary course of business and at arms length basis. Particulars of material contracts or arrangements with related parties as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2, are given in "Annexure III" forming part of this Report.

The related party transactions entered into by the Company during the year under review, are disclosed under Note No. 30 to the Standalone Financial Statements of the Company for the year ended March 31, 2025.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS BY THE COMPANY

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the SEBI Listing Regulations, disclosure on particulars of loans given and investments made along with the purpose for which the loans were proposed to be utilized by the recipient are provided in the notes to the Standalone Financial Statements. Further, during the year under review, the Company has not given any guarantees or provided securities attracting provisions of Section 186 of the Companies Act, 2013.

WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013, the Company has adopted Whistle Blower Policy for vigil mechanism for Directors and employees to report their genuine concerns or grievances relating to the Company. The vigil mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases.

The Policy has been posted on the website of the Company and may be accessed at https://ganeshaecoverse.com/investors-relation/ .

NOMINATION AND REMUNERATION POLICY

Our current Nomination and Remuneration Policy is to have an appropriate mix of Executive and Non-Executive Directors including the independent directors to maintain the diversity and independence of the Board.

The broad parameters covered under the Policy are Attributes, Qualifications and Remuneration of Executive Directors, Non-Executive Directors including Independent Directors, KMP and Senior Management Personnel. It also covers performance evaluation criteria of the Board, its Committees and individual directors.

The Nomination, Remuneration and Board Diversity Policy of the Company was reviewed and updated by the Board of Directors during the year under review and the same is available on the website of the Company https://ganeshaecoverse.com/investors-relation/

BOARD EVALUATION

The Board of Directors at its meeting held on March 03, 2025, has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act & SEBI Listing Regulations. Performance Evaluation of Independent Directors was done by the entire board, excluding the director being evaluated. The Evaluation Process was conducted through a structured questionnaire prepared after taking into consideration the various aspects laid down under the "Nomination, Remuneration and Board Diversity Policy" of the Company. The Board of Directors expressed satisfaction with the evaluation process.

In a separate meeting of Independent Directors held on March 03, 2025, the Independent Directors of the Company had evaluated the performance of non-independent directors and Board as whole. Independent Directors have also assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board and recorded their satisfaction with the flow of information.

RISK MANAGEMENT

The risk management is an ongoing process and the Board members periodically review the business risks and minimization procedures. There are no risks which in the opinion of the Board are of the nature that can threaten the existence of the Company.

DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposit from public in terms of the provisions of Sections 73 and 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. During the year under review, the Company has not accepted any amount as unsecured loan from directors and no amount of unsecured loan from Directors was outstanding as on March 31, 2025.

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

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year 2024-25 and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which would impact the going concern status of the Company and its future operations.

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

During the year under review, the Company has no activity relating to Conservation of Energy or Technology Absorption.

Further there was no Foreign Exchange earnings and out go.

PARTICULARS OF EMPLOYEES

As none of the employees of the Company is in receipt of remuneration in excess of the limits prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore, the information under such rules being inapplicable is not required to be provided.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to ganeshaecoverse@gmail.com.

CORPORATE GOVERNANCE

As our company has been listed in SME platform of BSE, therefore, by virtue of Regulation 15 of the SEBI Listing Regulations, the compliance with the corporate governance requirements as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulation (2) of Regulation 46 and para C, D and E of Schedule V of SEBI listing Regulations, are not applicable to the Company. Accordingly, the corporate governance report does not form part of this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As the Company does not have prescribed number of workers at its work place, it was not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year under review. The disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are provided below:

a)	Number of Complaints filed during the financial year	NIL
b)	Number of Complaints disposed of during the financial year	NIL
c)	Number of Complaints pending for more than 90 days	NIL

COMPLIANCE OF THE MATERNITY BENEFIT ACT, 1961

As the Company has not employed prescribed number of persons at its work place, the provisions of the Maternity Benefit Act, 1961, were not applicable for the Company during the year under review. Further, we affirm to extend all statutory benefits to our female employees as applicable.

GENERAL

During the year under review:

? The Company was not required to transfer any amount of profits to General Reserves. ? The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise. ? The Company has not issued any shares (including sweat equity shares) to employees of the Company under any scheme. ? There was no revision in the financial statements. ? There has been no change in the nature of business of the Company. ? There is no proceeding initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016. ? There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record, their sincere thanks to the members, various departments of the Central and the State Government(s) and Business associates for their continued support.