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 First Annual Report of the Company together with the Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS

The summarized financial results of the Company for the year ended March 31, 2024 as compared to the preceding year are as under:

	Year ended March 31, 2024	Year ended March 31, 2023*
Total Income	1238.49	23.02
Profit/(Loss) before Finance Costs, Depreciation and Amortization Expense	636.81	(231.08)
Less: Finance Costs	105.50	91.25
Less: Depreciation & Amortization Expense	0.19	0.17
Profit/(Loss) before Tax	531.12	(322.50)
Tax Expense	108.07	1.09
Profit/(Loss) after Tax	423.05	(323.59)
Add: Other Comprehensive Income	-	-
Total Comprehensive Income	423.05	(323.59)

*Figures are restated as per Ind AS.

FINANCIAL AND OPERATIONAL PERFORMANCE.

Your Company has prepared the Financial Statements for the year ended March 31, 2024 for the first time in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder. Previous year figures have been regrouped/re-classified wherever necessary and have been re-stated as per Ind AS.

During the Financial Year 2023-24, total income of the Company was ? 1238.49 lakh as against ?23.02 lakh during the previous financial year 2022-23. The Operating Profit (EBITDA) stood at ?636.81 lakh in the FY 2023-24. The Company has incurred a Net Profit of ?423.05 lakh as against the loss of Rs. 323.59 lakh in the last financial year.

The improvement in the performance of the Company is primarily due to change in the line of Companys business from share trading and real estate to the business of trading of post-consumer PET bottle waste.

The performance of the Company dining the current FY 2024-25 continues to be encouraging and barring unforeseen circumstances, your Directors expect your Company to achieve better results during the year.

CHANGE IN MANAGEMENT OF THE COMPANY

During the year under review, Mr. Vishnu Dutt Khandelwal and Mr. Sandeep Khandelwal became New Promoters of the Company and control and management of the Company was taken over by them w.e.f. May 12, 2023.

CHANGE TN THE NATURE OF BUSINESS OF THE COMPANY

With the acquisition of the Company by new promoters during the year under review, the Company changed its business from trading in Shares and real estate to manufacturing or dealing in all kinds of plastic and textile products (whether primary, intermediate or in final form), virgin or recycled, including spinning, knitting, weaving, garmenting etc. As on date, the Company is into the business of trading of post-consumer PET bottle waste/ scrap.

CHANGE TN THE NAME OF THE COMPANY.

To reflect the shift in its core business activities, the name of the Company was changed from M/s SVP Housing Limited to M/s Ganesha Ecoverse Limited with effect from August 21, 2023.

CHANGE IN THE REGISTERED OFFICE OF THE COMPANY:

During the year under review, the registered office of the Company was shifted to a new location within the same city. Presently, the Registered office of the Company is situated at P3-211, Second Floor, Central Square, 20, Manohar Lai Khurana Marg, Bara Hindu Rao, Delhi -110006.

DIVIDEND

With a view to conserve Companys resources for future business operations, the Board of Directors of the Company do not recommend any dividend to the Equity Shareholders for the year under review.

SHARE CAPITAL

During the year under review, the Authorized Share Capital of the Company was increased from Rs.

25.00. 00.000/- (Rupees Twenty-Five Crores only) to Rs. 50,00,00,000/- (Rupees Fifty Crores Only) consisting of 4,00,00,000 (Four Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each and

1.00. 00.000 (One Crore) Redeemable Cumulative Preference Shares of Rs. 10/- (Rupees Ten Only) each by creation of additional 2,50,00,000 (Two Crores Fifty Lakh) Equity Shares of Rs.10/- (Rupees Ten Only) each.

There was no change in the issued, subscribed and paid-up capital of the Company, during the year under review. Presently, the Total paid up capital of the Company is Rs. 21,17,94,000/- (Rupees Twenty-one Crore Seventeen Lakh and Ninety-Four Thousand Only) consisting of Equity Share Capital of Rs. 11,17,94,000/- (Rupees Eleven Crore Seventeen Lakh and Ninety- Four Thousand Only) divided into

1,11,79,400 Equity Shares of Rs. 10/- each and Preference Share Capital of Rs. 10,00,00,000/- (Rupees Ten Crore Only) divided into 100,00,000 Preference shares of Rs. 10/- each.

PROPOSED RIGHTS ISSUE

The Board of Directors of the Company at its meeting held on May 30, 2024, had approved fund raising by way of issuance of upto 1,34,15,280 Equity Shares for cash at a price of ?35/- per Equity Share (including premium of ?25/- per Equity Share) aggregating to ?4.695.35 lakh on rights basis, to the Eligible Equity Shareholders of the Company, in the ratio of 6:5 i.e, 6 (Six) Equity Shares for every 5(Five) Equity Shares held by Shareholders as on Record date (to be notified later). Your directors are pleased to inform that BSE vide its letter dated August 22, 2024, has granted its in-principle approval for listing of fully paid up equity shares proposed to be issued on rights basis.

SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES

The Company has no Subsidiary, Associate and Joint Venture Companies during the year 2023-24, as such, the requirement of furnishing information relating to performance and financial position of the Subsidiary, Associate and Joint Venture Companies is not applicable.

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, following changes took place among the Directors and KMP of the

Company:

1. Pursuant to the change in Control and Management of the Company, Mr. Vishnu Dutt Khandelwal (DIN 00383507) and Mr. Sandeep Khandelwal (DIN 00379182), were appointed as Additional Directors on the Board of the Company w.e.f. May 12, 2023, as the representatives of the new promoters of the Company. Mr. Vijay Kumar (DIN 00369802), Managing Director, Mr. Manoj Gupta (DIN 00076234), Non-Executive Non-Independent Director and Ms. Chameli Devi (DIN 02360194), Executive Director resigned from the Board w.e.f. May 12, 2023, being representatives of outgoing promoters.

Mr. Sandeep Khandelwal (DIN 00379182), was designated as the Managing Director of the Company, w.e.f. May 30, 2023. The appointment of Mr. Sandeep Khandelwal as Managing Director and Mr. Vishnu Dutt Khandelwal as Director was approved by the members through resolutions passed by postal ballot on August 11, 2023.

2. Mr. Abhilash Lai (DIN 03203177) and Ms. Neeru Abrol (DIN 01279485), were appointed as Additional Independent Directors on the Board of the Company, w.e.f. May 30, 2023 and their appointments were approved by the Members through resolutions passed by postal ballot on August 11, 2023.

3. Mr. Kamal Kakar (DIN: 0692275), Mr. Manish Kumar Singhal (DIN: 01814983) and Mr. Rakesh Shanna (DIN: 08426390), resigned from the position of Independent Director of the Company with effect from June 19, 2023. Ms. Ritika Jain resigned from the post of Company Secretary of the Company w.e.f. June 01, 2023 and Mr. Saurabh Jindal resigned from the post of Chief Financial Officer of the Company with effect from July 25, 2023. The Board of Directors placed on record appreciation for their valuable contribution and guidance provided by them during their tenure.

4. Ms. Neha Gajwani was appointed as the Company Secretary and Compliance Officer of the Company with effect from July 1, 2023.

5. Mr. Sandeep Khandelwal (DIN 00379182), was designated as the Chief Executive Officer and Ms. Surbhi Bhatia was appointed as the Chief Financial Officer of the Company, w.e.f. October 23, 2023.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sandeep Khandelwal (DIN: 00379182), Managing Director of the Company, retires from the Board by rotation, at the ensuing Annual General Meeting of the Company and being eligible he 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 Mr. Sandeep 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(l)(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, all the Independent Directors on the Board of the Company have requisite qualifications & proficiency and possess attributes of integrity, expertise and experience.

COMPOSITION OF BOARD COMMITTEES

As on March 31, 2024, the Company has 5 (Five) Board level committees. The composition of such committees are as follows: -

AUDIT COMMITTEE: -

NAME OF COMMITTEE MEMBERS	CATEGORY OF DIRECTORS	POSITION/ DESIGNATION
1 Shri Abhilash Lai	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: -

NAME OF COMMITTEE MEMBERS	CATEGORY OF DIRECTORS	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 Lai	Non-Executive - Independent Director	Member

STAKEHOLDERS RELATIONSHIP COMMITTEE: -

NAME OF COMMITTEE MEMBERS	CATEGORY OF DIRECTORS	POSITION/ DESIGNATION
1 Shri Vishnu Dutt Khandelwal	Non-Executive - Non Independent Director	Chairperson
2 Shri Sandeep Khandelwal	Managing Director	Member
3 Shri Abhilash Lai	Non-Executive - Independent Director	Member

CAPITAL RAISING COMMITTEE: -

NAME OF COMMITTEE MEMBERS	CATEGORY OF DIRECTORS	POSITION/ DESIGNATION
1 Shri Vishnu Dutt Khandelwal	Non-Executive - Non Independent Director	Chairperson
2 Shri Sandeep Khandelwal	Managing Director	Member
3 Shri Abhilash Lai	Non-Executive - Independent Director	Member

MANAGEMENT COMMITTEE: -

NAME OF COMMITTEE MEMBERS	CATEGORY OF DIRECTORS	POSITION/ DESIGNATION
1 Shri Sandeep Khandelwal	Managing Director	Chairperson
2 Vishnu Dutt Khandelwal	Non-Executive - Non- Independent Director	Member
3 Shri Abhilash Lai	Non-Executive - Independent Director	Member

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, 2024, 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 profit 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.

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 2023-24, the Board of Directors had met 8 (Eight) times on May 01,2023, May 12, 2023, May 30, 2023, June 30, 2023, August 29, 2023, October 23, 2023, November 14, 2023, and March 13, 2024.

COMPLIANCE WITH SECRETARIAL STANDARDS

Dining 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/iipIoads/2023/12/Annual-Retum-2022-2023.pdf

LISTING

The Companys Equity Shares are listed on BSE - SME and the listing fee for the Financial Year 2023- 24, has been paid. During the year under review, the Company has made an application to BSE for its migration from BSE-SME to BSE Mainboard and the approval for the same is awaited.

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 25th 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 2023-24 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 has appointed M/s. Hemant Kumar Sajnani & Associates, Company Secretaries, as Secretarial Auditors, to undertake Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as “Annexure I”.

As regards Secretarial Auditors observation in their report stating discrepancies found during the secretarial audit for the year under review, it is clarified that there was a change in control and management of the Company, wherein an open offer for acquisition and control over the Company was made by Mr. Vishnu Dutt Khandelwal and Mr. Sandeep Khandelwal, under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, vide letter of offer dated March 31, 2023. The Compliances for the reporting period ended March 31, 2023 and till the date of change in control i.e. May 12, 2023, were undertaken by the erstwhile management of the Company and the non-compliance/ delay in compliance for the said period, occurred on account of oversight during the then ongoing Open Offer.

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

2023-24.

REPORTING OF FRAUDS

There was no instance of fraud dining 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 II” forming part of this Report.

The related party transactions entered into by the Company during the year under review, are disclosed under Note no. 1.1 (N) to the Financial Statements of the Company for the year ended March 31, 2024.

PARTICULARS OF LOAN. GUARANTEES OR INVESTMENTS BY THE COMPANY

During the year under review, the Company has not made any investments, given any guarantee or provided securities attracting provisions of Section 186 of the Companies Act, 2013.

Particulars of the loans given dining the year alongwith the purpose for which the loans were proposed to be utilized by the recipient and the investments made in the past, have been disclosed in the Notes to the Financial Statements for the year ended March 31, 2024.

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-Execulive 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.V/ganeshaecoverse. com/investors-relation/

BOARD EVALUATION

The Board of Directors at its meeting held on March 13, 2024, 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 27, 2024, 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, 2024.

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

On July 8, 2024, the Company has entered into a Share Subscription Agreement with GESL Spinners Private Limited (“GSPL”), a Company engaged in the business of production of textile grade spun yam and sewing thread out of Recycled Polyester Staple Fibre (RPSF), to infuse funds upto ?4,649.50 Lakhs through an investment in the Equity Shares of GSPL.

Except above, no other material changes and commitments affecting the financial position of the Company occurred between the end of the financial year 2023-24 and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Dining 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 relaling 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 was in receipt of remuneration in excess of the limits prescribed, the requisite information as per Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 being inapplicable is not required to be given.

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 REDRESSAL1 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.

GENERAL

Dining 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 is no proceeding initiated/ pending against the Company under the Insolvency and Bankruptcy

Code, 2016.

• There was no instance of one-lime 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 Govenunent(s) and Business associates for their continued support.

	For and on behalf of the Board
	(Vishnu Dutt Khandelwal)	(Sandeep Khandelwal)
Place : Kanpur	DIN:00383507	DIN 00379182
Date : August 23, 2024	Director	Managing Director