Your directors have the pleasure of presenting the Report of the Board of Directors on
the affairs of GANESH GREEN BHARAT LIMITED ("Company") together with the Audited
Financial Statements for the financial year ended on March 31, 2025. Further, in
compliance with the Companies Act, 2013 the company has made all requisite
disclosures in this Report with the objective of accountability and transparency in its
operations and to make you aware about the Company's performance and future
prospects.

FINANCIAL SUMMARY:

( Rs.in Lacs)

The financial performance of the Company is summarized below;

STANDALONE:

(Rs.in Lacs)

CONSOLIDATED:

FINANCIAL HIGHLIGHTS AND OPERATION

The Highlights of the Company's performance (Standalone) for year ended March
31, 2025 are as under:

The Key highlights pertaining to the business of the company for the year 2024-2025
and period subsequent there to have been given hereunder:

• The Company has reported total income of INR 31139.17 Lacs for Financial
Year 2024-2025 as compared to total revenue of INR 1,66,70.15 Lacs in
previous year.

• The Net Profit after tax including other comprehensive income stood at INR
2961.59 Lacs for the Financial Year 2024-2025 as against INR 14,40.40 Lacs in
the previous year.

The Highlights of the Company's performance (Consolidated) for year ended
March 31, 2025 are as under:

The Key highlights pertaining to the business of the company for the year 2024¬
2025 and period subsequent there to have been given hereunder:

• The Company has reported total income of INR 32175.93 Lacs for Financial
Year 2024-2025 as compared to total revenue of INR 17,196.48 Lacs in
previous year.

• The Net Profit after tax including other comprehensive income stood at INR
3022.25 Lacs for the Financial Year 2024-2025 as against INR 1991.22 Lacs in
the previous year.

UTILIZATION OF FUNDS THROUGH IPO

The Company has raised funds from the public through IPO in the year under review .

The Company had issued Prospectus dated 10th July,2024 for raising funds through

the Initial Public Offer (IPO)/Issue of equity shares. Accordingly, the Company had

made the IPO through 100% Book Built Issue and raised Rs. 12522.90Lacs by issuing

65,91,000 Equity Shares of Rs. 10 each of the Company for at issue price of Rs. 190/-

per Equity share(including a Premium of Rs. 180/- per Equity share).The total proceeds

of IPO were planned with certain objects ,as more particularly stated and described

under section titled 'Objects of the Issue' on Page 71 of the Prospectus.

As per recommendation of the Audit Committee and the Board Meeting were approved
on 15^th May,2025 the revised Schedule of implementation of Net Issue Proceeds
(Initial Public Offering - IPO fund) from the F.Y.2024-25 to F.Y.2025-26 which given
as under:

The following are said reasons for Delay in deployment of funds and Revised Schedule
of Implementation of Net Issue Proceeds:

There is no Standard deviation in objects for which funds raised from IPO. The
Company will ensure that utilisation will be utilised in F.Y.2025-26.

DIVIDEND

The Board of Directors haven't recommended any Dividend for the financial year ended
March 31, 2025. 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 on the
Company's website at www.ganeshgreen.com

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining
unpaid or unclaimed for a period of seven years shall be transferred to the Investor
Education and Protection Fund ("IEPF"). During the year under review, there was no
unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for a period of
seven years from the date of transfer of such unpaid dividend to the said account.
Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund

DEPOSITS

The Company has neither accepted/invited any deposits from the public during the
period, nor there any outstanding deposit of earlier years within the meaning of Section
73 of the Companies Act, 2013.

RESERVES

Your directors propose to carry Rs. 2961.59 Lacs being the profit for the current year
in the Balance Sheet during the financial year ended March 31, 2025.

CAPITAL STRUCTURE

Your Company's Equity Share Capital position as at the beginning of the Financial Year
2024-25 (i.e., as on April 1, 2024) and as at the end of the said Financial Year (i.e.,
as on March 31, 2025) was as follows:

The Company had made the IPO through 100% Book Built Issue and raised Rs.
12522.90Lacs by issuing 65,91,000 Equity Shares of Rs. 10 each of the Company for
at issue price of Rs. 190/-per Equity share(including a Premium of Rs. 180/- per Equity
share).

The offer was open to the public from July 05,2024 to July 09,2024 and received
overwhelming response. The Anchor Investors Bid/Offer period was one Working Day
prior to the Bid/Offer Opening Date i.e. on 4^th July, 2024. The allotment for the Company
IPO was finalized on 10^th July, 2024. The equity shares of the Company were listed on

National Stock Exchange of India Limited Emerge ("NSE Emerge") effective from 12th
July, 2024.Kfin Technologies Limited is the Registrar and Share Transfer Agent of the
Company ,Hem Securities Limited is the book-running lead manager and The market
maker for Ganesh Green Bharat IPO is Hem Finlease Private Limited.

During the year under review, the Company has not issued any other convertible
securities, bonus shares or made a rights issue of shares or shares with differential
voting rights or granted any stock options or any sweat equity shares. Further, the
Company did not undertake any buyback of its equity shares during the year.

INDUSTRY SCENARIO AND STATE OF COMPANY'S AFFAIRS

Your company is a Public Listed Company having its registered office located in
Ahmedabad, Gujarat. The Company deals in manufacturers, suppliers, and contractors
of electrical and solar products.

During the Financial Year 2024-2025, the Company has achieved total revenue of Rs.
31,491.19 Lacs as compared to total revenue of INR 16,670.15 Lacs in previous
year.The Profit after Tax of the Company for Financial Year 2024-2024 is 2,961.59
Lacs as compared to Profit after Tax of INR 14,40.40Lacs in previous year.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the
financial year 2024-2025.

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 THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT

There is no any material change occurred during the financial year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY'S OPERATION IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals
which affect the going concern status and future operation of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
1. DIRECTORS:

The Board of Directors of your Company comprised of the following Directors, as on
March 31, 2025:

All the directors of the Company have confirmed that they satisfy the criteria as
prescribed under the applicable regulations and that they are not disqualified from
being appointed as directors in terms of Section 164(2) of the Companies Act, 2013

Mr. Niravkumar Sureshbhai Patel (DIN: 07498377), Director is retiring by rotation at
the ensuing 6^th Annual General Meeting of the Company, being eligible seeks re¬
appointment and had given his consent to act as Director of the Company

2. DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director
in accordance with Section 149(7) of the Companies Act and that he/she meets the
criteria of independence as laid out in Section 149(6) of the Act.

In the opinion of the Board, there has been no change in the circumstances which may
affect their status as Independent Directors of the Company and the Board is satisfied
of the integrity, expertise, and experience (including proficiency in terms of Section
150(1) of the Act and applicable rules thereunder) of all Independent Directors on the
Board. Further in terms of Section 150 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended, Independent

Directors of the Company have included their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate Affairs.

3. KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Act, and the Rules made thereunder, following are the
Key Managerial Personnel of the Company as on March 31. 2025:

MEETINGS OF THE BOARD OF DIRECTORS

35 meetings of the board of directors were held during the year. Details of the
same are as follows:

The details of the Board Meetings and attendance of Directors are provided hereunder:

AUDIT COMMITTEE

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of
the Companies (Meetings of Board & Its Powers) Rules, 2014 and your Company has
constituted an Audit Committee of the Board of Directors on 25^th October,2023,
comprising of the following Directors as on March 31, 2025:

During the year 8 (Eight) meetings of the Audit Committee were held, the dates and
attendance are as follows:

The details of the Audit Committee Meetings and attendance of Directors are provided hereunder:

The Chief Financial Officer attends the Audit Committee Meetings as Invitees. The
Company Secretary attends and acts as Secretary to the Audit Committee. The Audit
Committee makes observations and recommendations to the Board of Directors, which
are noted and accepted by the Board.

During the Financial Year 2024-25, all recommendations made by the Audit Committee
to the Board of Directors were accepted by the Board and there were no instances
where the recommendations were not accepted.

The terms of reference of the Audit Committee are broadly as under:

• Oversight of the Company's Financial Reporting Process and the disclosure of its
Financial Information to ensure that the Financial Statement is correct, sufficient and
credible;

• Recommendation for appointment, remuneration and terms of appointment of
Auditors of the Company;

• Approval of payment to Statutory Auditors for any other services rendered by the
Statutory Auditors;

• Examination and reviewing, with the Management, the Annual Financial Statements
and Auditors' Report thereon before submission to the Board for approval, with
particular reference to:

i. Matters required to be included in the Director's Responsibility Statement to be
included in the Board's report in terms of Section 134 (3)(c) of the Act;

ii. Changes, if any, in the Accounting Policies and Practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by
Management;

iv. Significant adjustments made in the Financial Statements arising out of audit
findings;

v. Compliance with listing and other legal requirements relating to Financial
Statements;

vi. Disclosure of any Related Party Transactions;

vii. Qualifications in the draft Audit Report;

• Reviewing with the Management, the quarterly Financial Statements before
submission to the Board for approval;

• Review and monitor the Auditors' independence and performance and
effectiveness of audit process;

• Approval or any subsequent modification of transactions of the Company with
Related Parties;

• Scrutiny of Inter - Corporate Loans and Investments;

• Evaluations of Internal Financial Controls and Risk Management Systems;

• Reviewing with the Management, performance of Statutory and Internal Auditor
and adequacy of the internal control systems;

• Reviewing the adequacy of internal audit function and discussion with Internal
Auditors of any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the Internal Auditors
into matters where there is suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the matter to the Board;

• Discussing with statutory auditors before the audit commences, about the nature
and scope of audit as well as post-audit discussion to ascertain any area of
concern;

• Looking into the reasons for substantial defaults in the payment to the
depositors, debenture holders, shareholders (in case of non-payment of declared
dividends) and creditors;

• Reviewing the functioning of the whistle blower mechanism;

• Such roles as may be delegated by the Board and/or prescribed under the
Companies Act, 2013 or other applicable law.

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the
Companies (Meetings of Board & Its Powers) Rules, 2014 and your Company has
constituted a Nomination and Remuneration Committee of the Board of Directors, on
25^th October,2023, comprising of the following Directors as on March 31, 2025:

During the year 2 (Two) meetings of the Nomination and Remuneration Committee
were held, the dates and attendance are as follows:

The details of the Nomination and Remuneration Committee Meetings and
attendance of Directors are provided hereunder:

The Company Secretary is the Secretary to the Nomination and Remuneration
Committee.

The broad terms of reference of Nomination and Remuneration Committee includes:

• Determination and recommendation of criteria for appointment of Executive,
Non-Executive and Independent Directors to the Board;

• Review and approval of compensation / remuneration payable to Senior
Management Personnel, Relatives of Directors, Executive and Non-Executive
Directors etc. and recommend to the Board for their approval;

• Succession planning for Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment of Directors/
Independent Directors based on laid down criteria;

• Examination and evaluation of performance of the Board of Directors and Senior
Management Personnel including Key Managerial Personnel based on criteria
approved by the Board;

• devising a policy on diversity of our Board;

• identifying persons, who are qualified to become directors or who may be
appointed in senior management in accordance with the criteria laid down,
recommending to the Board their appointment and removal and carrying out
evaluation of every director's performance;

• determining whether to extend or continue the term of appointment of the
independent director, on the basis of the report of performance evaluation of
independent directors;

• recommending remuneration of executive directors and any increase therein
from time to time within the limit approved by the members of our Company;
recommending remuneration to non-executive directors in the form of sitting
fees for attending meetings of the Board and its committees, remuneration for
other services, commission on profits;

• Performing such other functions as may be delegated by the Board and/or
prescribed under the Companies Act, each as amended or other applicable law.

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company
has constituted a Stakeholders' Relationship Committee of the Board of Directors, on
25^th October,2023, comprising of the following Directors as on March 31, 2025:

During the year 2 (Two) meetings of the Stakeholders' Relationship Committee were
held, the dates and attendance are as follows:

The details of the Stakeholders' Relationship Committee Meetings and
attendance of Directors are provided hereunder:

The Stakeholders Relationship Committee looks into various issues relating to
shareholders including:

• Transfer and transmission of shares held by shareholders in demat format;

• Shareholder's Compliant viz non-receipt of dividend, annual report, shares
after transfer, delays in transfer of shares etc.;

• Status of dematerialization/rematerialization of shares;

• Issue of duplicate share certificates;

• Monitor and Track redressal of Investor complaints;

• Oversee the performance of the Company's Registrar and Transfer Agents;

• Suggest measures for improvement upgrade the standard of services to
investors from time to time;

• Performing such other functions as may be delegated by the Board and/or
prescribed under the Companies Act, each as amended or other applicable law.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the
Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has
reconstituted a Corporate Social Responsibility (CSR) Committee of the Board of
Directors, on 25^th October,2023, comprising of the following Directors as on March 31,
2025:

During the year 3 (Three) meetings of the Corporate Social Responsibility (CSR)
Committee were held, the dates and attendance are as follows:

The details of Corporate Social Responsibility Committee Meetings and
attendance of Directors are provided hereunder:

The broad terms of reference of Corporate Social Responsibility Committee includes:

• To formulate and recommend to the Board, a CSR policy which shall indicate the
activities to be undertaken by the Company as specified in Schedule VII of the
Companies Act, 2013;

• To review and recommend the amount of expenditure to be incurred on activities
referred to in Section 135(a) of the Companies Act, 2013;

• To institute a transparent monitoring mechanism for the implementation of the
CSR projects, programs and activities undertaken the Company from time to
time;

• To Monitor the Corporate Social Responsibility policy of the Company from time
to time; and

• Performing such other functions as may be delegated by the Board and/or
prescribed under the Companies Act, each as amended or other applicable law.

SEPARATE MEETING OF INDEPENDENT DIRECTORS & ANNUAL EVALUATION
OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES & OF INDIVIDUAL
DIRECTORS

The separate meeting of Independent Directors was held on 31^st March, 2025 to
review the performance of Non-Independent Directors and the Board as a whole, to
review the performance of the Chairman and to assess the quality, quantity and
timeliness of flow of information between the company management and the Board
and its members that is necessary for the Board to effectively and reasonably perform
their duties.

NOMINATION AND REMUNERATION POLICY

The Policy of the Company on Director' s Appointment, Remuneration and other
Term including criteria for determining qualification and positive attribute,
experience and any other matter as required to be provided for the Independence of
Director as per sub section (3) of section 178 of the Act is on Company's Website:
www.Ganeshgreen.com. The inter alia provides that the Nomination and
Remuneration Committee shall formulate the criteria for Board membership and laid
down the effective of performance evaluation of Board, its Committee and the
Director and such other matter as provided in section 178 of Companies Act, 2013.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each director to the median of employees'
remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed to this Report as Annexure herewith.

The statement containing top ten employees in terms of remuneration drawn and the
particulars of employees as required under Section 197(12) of the Act read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is provided in a separate annexure forming part of this report. Further,
the report and the accounts are being sent to members excluding this annexure. In
terms of Section 136 of the Act, the said annexure will be for inspection.

And affirmation that the remuneration is as per the remuneration policy of the
company: Pursuant to Rule 5(1)(xii) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the
remuneration paid to the Directors, KMPs, Senior Management and other employees
of the Company is as per the Remuneration Policy of the Company.

DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2)
OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014:

None of the employee of your company, who was employed throughout the financial
year, was in receipt of remuneration in aggregate exceeding the limit specified under
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE
SUBSIDIARIES .JOINT VENTURE AND ASSOCIATE COMPANIES:

During the financial year the Company had only one Joint Venture namely PIGL GEPL
JV. The Company has 50% share in profits of PIGL GEPL JV. Your Company had One
Subsidiary Company i.e. Souraj Energy Private Limited during the Financial Year, in
which your Company holds 74% as on March 31, 2025. The Company does not have
any associate Company. A report on the financial position of the Subsidiary Company
and joint venture as per Section 129(3) of the Companies Act, 2013 is provided in
Form AOC-1 enclosed to the Financial Statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company, consolidated financial statements along with relevant documents and
separate audited financial statements in respect of subsidiaries, are available on the
Company's website at www.ganeshgreen.com .

Policy for Material Subsidiary:

In terms of Regulation 16 (1) (c) of the Securities and Exchange Board of India (Listing
Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and
Company's Policy for Determining Material Subsidiary, Souraj Energy Private Limited
continues to be a material subsidiary of your Company. And policy for Determining
Material Subsidiary is on company website at www.ganeshgreen.com.

DEPOSITS

The details relating to deposits, covered under Chapter V of the Act:

(a) accepted during the year: NIL

(b) remained unpaid or unclaimed as at the end of the year: NIL

(c) whether there has been any default in repayment of deposits or payment of interest
thereon during the year and if so, number of such cases and the total amount involved-

(i) at the beginning of the year: NIL

(ii) maximum during the year: NIL

(iii) at the end of the year: NIL

(d) The details of deposits which are not in compliance with the requirements of
Chapter V of the Act: NIL

Pursuant to provisions of Section 139 and other applicable provisions and relevant rules of the
Companies Act, 2013, appointment M/s. K.C. PARIKH & Associates, Chartered Accountants,
Surendranagar (Firm Registration No. 107550W) were appointed as the auditors of the Company for
a term of five consecutive years from the 5th Annual General Meeting till the conclusion of 10th Annual
General to be held in the year 2029.However, M/s. K.C. PARIKH & Associates, Chartered Accountants,
Surendranagar (Firm Registration No. 107550W) vide his letter dated 04/06/2025 has resigned as
the Statutory Auditors of the Company.

The Board of Directors, noted and accepted the resignation of M/s. K.C. PARIKH & Associates,
Chartered Accountants, Surendranagar having (Firm Registration No. 107550W) on 10^th June,2025.
Further, Board approved the appointment on 10^th June,2025 of M/s D.G. Patel &CO., Chartered
Accountants, Ahmedabad (Firm Registration No: 113866W),as Statutory auditors of the Company to
fill the casual vacancy caused by resignation of M/s. K.C. PARIKH & Associates, Chartered
Accountants, Surendranagar(Firm Registration No. 107550W), who hold office until the conclusion of
the 6th Annual General Meeting of the Company subject to the approval of shareholders.

The Board of Directors of the Company on the recommendation of the Audit Committee proposed to
the re-appointment of M/s D.G. Patel &CO., Chartered Accountants, Ahmedabad (Firm Registration
No: 113866W) as the Statutory Auditors of the Company, subject to shareholder's approval, to hold
office for a term of 5 consecutive years from the 6th Annual General Meeting till the conclusion of
11th Annual General to be held in the year 2030. M/s D.G. Patel &CO., Chartered Accountants,
Ahmedabad (Firm Registration No: 113866W) have given their consent to act as the Auditors of the
Company and have confirmed that the said appointment, if made, will be in accordance with the
conditions prescribed under Sections 139 and 141 of the Act.

AUDITORS' REPORT

The Audit Report on the Financial Statements of the Company for the financial year
ended 31st March, 2025 read with relevant notes thereon are self-explanatory and
there is no qualification, reservation or adverse remarks or disclaimer made by the
auditors in their report.

REPORTING OF FRAUDS

Auditors of the Company have not reported any fraud as specified under the 2nd
proviso to Section 143(12) of the Companies Act, 2013.

In terms of the provision of the Section 204 of the Act read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had
appointed M/s Nirav Soni & Co., Practicing Secretaries, Ahmedabad, as the Secretarial
Auditor for conducting the Secretarial Audit of your Company for the Financial Year
ended March 31, 2025.

Further, the Board of Directors at their meeting held on 1^st July, 2025 appointed M/s
Nirav Soni & Co., a Practicing Company secretary, Ahmedabad(COP: 14695 and
M.No.39566) as Secretarial Auditors of the Company for a period of 5 years
commencing from the financial year 2025-26 to 2029-30 in pursuance to the
provisions of the Section 204 of the Companies Act, 2013 and Regulation 24A of the
Listing Regulations subject to the approval of shareholders in upcoming 6^th annual
general meeting. The Secretarial Auditors' Report for F.Y. 2024-25 does not contain
any qualification, reservation, or adverse remark. The Secretarial Auditors' Report is
enclosed as Annexure to the Board's report, which forms part of this Integrated Annual
Report. The point whichever is taken into consideration as follows:

1. During the course of our Secretarial Audit, it was observed that the Company
had filed a suo-moto application for adjudication under Section 454 of the
Companies Act, 2013, in respect of a violation under Section 135 of the Act,
relating to the non-transfer of the unspent Corporate Social Responsibility
(CSR) amount to a fund specified in Schedule VII within the prescribed time.
Consequently, the Registrar of Companies (ROC) issued a penalty order dated
11^th July, 2024. The Company has filed an appeal in form ADJ vide SRN
AB0488031 against the said order before the Hon'ble Regional Director, North
Western Region, and the matter is currently under consideration.

2. During the course of our Secretarial Audit, it was observed that the Company
had filed a suo-moto application for compounding of the offence under Section
129 of the Companies Act, 2013, pertaining to the non-preparation of
consolidated financial statements for the financial year 2021-2022. The
compounding application was submitted in Form GNL-1 vide SRN F93123206
and was duly considered by the Hon'ble Registrar of Companies, Ahmedabad

INTERNAL AUDITOR:

Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/s.
M/s. Pankaj Kumar J & Co, Chartered Accountants as an Internal Auditor of the
Company for the FY 2024-25.

During the year under review, in accordance with the provisions of Section 148(1) of
the Act, your Company has maintained the accounts and cost records, as specified by
the Central Government. Such cost accounts and records are subject to audit by M/s.
Dalwadi & Associates, Cost Auditors of the Company for the FY 24-25. The Board has
re-appointed M/s. Dalwadi & Associates, Cost Accountants (Firm Registration Number
: 000338) as the Cost Auditors of your Company for conducting cost audit for the FY
25-26. A resolution seeking the approval of the shareholders for ratifying the
remuneration payable to the Cost Auditors for the FY 2025-26 is provided in the Notice
of the ensuing AGM. The Cost accounts and records as required to be maintained under
Section 148(1) of the Act are duly made and maintained by your Company.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, read with rules
framed there under, the Company falls under the criteria mentioned under section
135(1) of the Companies Act, 2013 for Corporate Social Responsibility. The Company
had constituted a CSR Committee to decide upon and implement the CSR Policy of the
Company.

As per the provision of Section 135 of the Companies Act, 2013 was required to spend
INR. 25,14,838 during the F.Y. 2024-25 and the same has spent on the area mentioned
under Schedule VII of Companies Act,2013. The Company had made spent INR
25,62,000 during the F.Y. 2024-25.Annual report on CSR activities is enclosed as
Annexure to this report.

During the year of review that the Company had filed a suo-moto application for
adjudication under Section 454 of the Companies Act, 2013, in respect of a violation
under Section 135 of the Act, relating to the non-transfer of the unspent Corporate
Social Responsibility (CSR) amount to a fund specified in Schedule VII within the
prescribed time. Consequently, the Registrar of Companies (ROC) issued a penalty
order dated 11^th July, 2024. The Company has filed an appeal in form ADJ vide SRN
AB0488031 against the said order before the Hon'ble Regional Director, North Western
Region, and the matter is currently under consideration

SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable
Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).
The Company has devised proper systems to ensure compliance with its provisions
and is in compliance with the same.

The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual directors pursuant to the provisions of the Act and
SEBI Listing Regulations. The performance of the Board was evaluated by the Board
after seeking inputs from all the directors on the basis of criteria such as the board
composition and structure, effectiveness of board processes, information and
functioning, etc. The performance of the Committees was evaluated by the Board after
seeking inputs from the Committee members on the basis of criteria such as the
composition of committees, effectiveness of committee meetings, etc. The above
criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India. In a separate meeting of Independent
Directors, performance of Non Independent Directors, the Board as a whole and
Chairman of the Company was evaluated, taking into account the views of Executive
and Non-Executive Directors. The Board and the NRC reviewed the performance of
individual directors on the basis of criteria such as contribution of the individual director
to the Board and Committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc. At the Board
meeting that followed the meeting of the Independent Directors and meeting of NRC,
the performance of the Board, its Committees, and individual directors was also
discussed. Performance evaluation of Independent Directors was done by the entire
Board.

VIGIL MECHANISM

The provisions regarding vigil mechanism as provided in Section 177(9) of the
Companies Act, 2013 read with rules framed there under are not applicable on the
Company.

RISK MANAGEMENT POLICY

Pursuant to section 134(3) (n) of the Companies Act, 2013, the Company has
developed and implemented Risk Management Policy to identify the elements of risk
that may threaten the existence of the Company and measures to be taken to mitigate
the said risk elements. The Company being a unlisted Public Limited Company is not

under the purview for constituting Risk management committee under the provisions
of listing agreement.

LOAN FROM DIRECTORS OR THEIR RELATIVES

During the period under review, the company has accepted unsecured loan from the
Directors and their relatives pursuant to Rule 2(1)(C)(VIII) of Companies (Acceptance
of Deposits) Rule, 2014. The Directors have furnished declaration to the company at
the time of giving the loan that the amount is not being given out of funds acquired
by him by borrowing or accepting loans or deposits from others. The summary of the
loan taken during the year have been provided in the Notes to the Financial Statement.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

As required to be reported pursuant to the provisions of Section 186 and Section
134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and
investments by your Company under the aforesaid provisions during the Financial Year
2023-24, have been provided in the Notes to the Financial Statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED
PARTIES

The Company has entered into transactions with the related parties under section 188
of the Companies Act, 2013. The detail of such transaction has been attached in notes
to accounts to the Balance Sheet of the company and in AOC-2 forming part of this
report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is presented in a

separate section, forming part of the Annual Report is enclosed as Annexure.

The Company's internal control systems are adequate and commensurate with the
nature and size of the Company and it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting
standards.

• Optimum utilization, efficient monitoring, timely maintenance and safety of its
assets.

• Compliance with applicable laws, regulations and management policies.

The Company has an Internal Audit function which is empowered to examine the
adequacy and compliance with policies, plans and statutory requirements. It comprises
experienced professionals who conduct regular audits across the Company's
operations. The Company has also appointed a firm of Chartered Accountants as
Internal Auditors, who reviews the various functions of the Company thoroughly and
report to the Audit Committee. During the Financial Year under review, the control
mechanism and the process of testing controls were discussed with the Statutory
Auditors. The Statutory Auditors have submitted their report on Internal Financial
Controls which forms an integral part of this Report

The adequacy of the same has been reported by the Statutory Auditors of your
Company in their report as required under the Companies (Auditor's Report) Order,
2020.

The Company had appointed M/s. Pankaj Kumar J & Co, Chartered Accountants, as
Internal Auditor of the Company for the Financial Year 2024-25.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company is pleased to report that during the year under reporting, the industrial
relations were cordial.

Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or
suspected fraud or violation of Company's Code of Conduct or Ethics Policy.The policy
is on Companies Website: www.ganeshgreen.com

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

Information in accordance with the provisions of Section 134 read with the Companies
(Accounts) Rules, 2014 regarding conservation of energy, and technology absorption
apply to the Company are given below:

(A) Conservation of energy- Company is taking all possible measures to conserve the
energy.

(B) Technology absorption-

FOREIGN EXCHANGE EARNINGS & OUTGO

The Company has incurred expenditure in foreign currency amounting to Rs.2513.26
Lakhs (Professional fees plus value of import capital goods on CIF basis) (Previous

Year: NIL) and has earned income in foreign currency amounting to Rs. 77.06 Lakhs
during the year (Previous Year: Nil).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, it is
hereby confirmed:

a) that in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures;

b) that 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 at the end of the
financial year and the profit or loss of the Company for the period ended 31.03.2024;

c) that 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;

d) that the Directors had prepared the annual accounts on a going concern basis and

e) That 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.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

There was no case filled during the year, under the sexual harassment of women at
workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures
that there is a healthy and safe atmosphere for every women employee at the
workplace and made the necessary policies for safe and secure environment for women
employee.

INTERNAL COMPLAINTS COMMITTEE UNDER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT,
2013

The Company has complied with the provisions relating to the Constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. There was no case filed or
registered with the Committee during the year, under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further
Company ensures that there is a healthy and safe environment for every women
employee at the workplace.

MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961 and
the amendments made thereto. The Company has implemented all measures
prescribed under the Act, including the provision of maternity leave, nursing breaks,
and creche facility (where applicable), to support the welfare of women employees.

SECRETARIAL STANDARDS

Pursuant to clause 9 of the revised Secretarial Standard - 1, your company has
complied with applicable secretarial standards issued by the Institute of Company
Secretaries of India, during the financial year under review.

ANNUAL RETURN

Pursuant to the Provisions of Section 134(3)(a) and Section 92 of the Act read with
Rule 12 of the Companies (Management and Administration)Rules, 2014, Annual
Return of the Company as at March 31, 2025 is available on your Company's website
at www.ganeshgreen.com

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, there were no applications made or proceedings pending in the
name of the company under the Insolvency Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS.

During the year under review, there has been no one time settlement of loans taken from Banks
and financial institutions.

Other Disclosures

Particulars Statutes Details Website link for details/ policy Related Party Transactions
("RPT") Regulation 23 of the SEBI Listing Regulations and as defined under the Act.
During the year under review, all RPTs entered by the Company were in the ordinary
course of business and in respect of transactions with related parties under Section
2(76) of the Act, are at arm's length basis and were approved by the members of the
Audit Committee including Independent Directors.Similarly, the Company intends
seeking approval of its Members for material related party transactions for FY 2026 at
its ensuing 6^th AGM. The Board's approved policy for related party transactions is
uploaded on the website of the Company.

Details of noncompliance by the Company, penalty, strictures imposed on the
Company by the stock exchange, or Securities and Exchange Board of India or any
statutory authority on any matter related to capital markets during the last three
financial years Schedule V(C) 10(b) to the SEBI Listing Regulations NIL
The Company has made disclosure on its Company Website all such events or
information which has been disclosed to stock exchange under sub regulation of (8 )
of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,2015 .

ACKNOWLEDGEMENT

Your directors' wishes to place on record its sincere thanks to all the Customers,
Suppliers, Bankers and Central and State Government Authorities for extending
support to your Company. The Board also places on record its sincere appreciation of
the contribution made by all the stakeholders for placing their faith and trust on the
Board.

By Order of the Board of Directors
For, GANESH GREEN BHARAT LIMITED

Name : Ketanbhai Narsinhbhai Patel Rajendrakumar Narsinhbhai Patel

Designation : Director Director

DIN:07499411 DIN:07498445

Place: Ahmedabad
Date: 11.07.2025