DIRECTORS' REPORT

Your Directors have pleasure in presenting the Thirty-seventh Annual Report of the Company together with the Audited Financial Statements
for the financial year ended March 31, 2026.

FINANCIAL RESULTS

The summarized financial results of the Company for the year ended March 31, 2026 as compared to the preceding year are as under:

FINANCIAL AND OPERATIONAL PERFORMANCE

The standalone and consolidated financial statements for the
financial year ended March 31, 2026, 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.

The first three quarters of FY 2025-26, were marked by disruptions
and uncertainties, particularly around pending regulatory clarity on
mandatory use of rPET Chips in plastic packaging, which created
challenges in planning and execution. The FY25-26 still concluded
on a high note, reflecting both the resilience of Company’s business
model and the agility of the teams in navigating a challenging

environment. Both - standalone and subsidiary businesses
performed well during the last quarter of FY 25-26.

Full year performance is almost at par with FY24-25 numbers in
terms of production, sale volume and revenue, however EBITDA
and profitability were hit adversely due to weak performance of
first nine months. On standalone basis, the total income of the
Company was T1053.90 crore during financial year 2025-26 as
against T1017.02 crore during financial year 2024-25. The EBITDA
stood at T 56.95 crore as compared to T95.50 crore in the previous
financial year. During the year under review, the Company earned
Net Profit of T47.83 crore as compared to T75.48 crore in the
financial year 2024-25.

On consolidated basis, the Company recorded a total income of
R1499.08 crore during financial year 2025-26 as against R1483.64
crore in the previous financial year. The EBITDA stood at R141.71
crore as against R210.58 crore of the previous financial year. The
consolidated net profit for the year was R38.21 crore compared to
R103.12 crore of the previous financial year.

On March 31, 2026, the Ministry of Environment, Forests & Climate
Change issued the much-awaited notification, clearing the smoke
over adoption of rPET granules and reaffirming mandatory
recycled plastics usage targets. This clarity has removed lingering
uncertainty and has enhanced industry confidence and provided
us the strong visibility of demand.

In view of this, the Group has taken decisive steps to strengthen
its capacity and product portfolio. A 22,500-ton brownfield
expansion of rPET granules at Warangal has commissioned and
another 22,500-ton expansion and debottlenecking initiatives are
underway, to push installed capacity to nearly one lakh tons by
FY 26-27 end.

The performance of the Company during the current financial year
2026-27 is expected to improve, as positive signals emerge in both
the standalone and consolidated businesses. Barring unforeseen
circumstances, your Directors expect the Company to achieve
better results during the year. A more detailed analysis and current
outlook is available in the Management Discussion and Analysis
section of this report.

TRANSFER TO RESERVES

During the year under review, the Company transferred an amount
of H1.30 Crore to the ‘General Reserve’ on account of Employee
Stock Option Scheme. Details of the same are provided in Note no.
13 to the standalone financial statements of the Company.

Further, no profits are transferred to general reserve and entire
amount of profit for the year forms part of the ‘Retained Earnings’.

CREDIT RATING

As on March 31, 2026, the Company had following credit ratings
from CARE:

i. A ; Stable: for Long Term Bank Facilities (Fund Based)
signifying adequate degree of safety regarding timely servicing
of financial obligations. Such facilities carry low credit risk.

ii. A1 : for Short Term Bank Facilities (Non-Fund based) signifying
very strong degree of safety regarding timely payment of
financial obligations. Such facilities carry lowest credit risk.

DIVIDEND

Based on the Company’s performance, your directors are pleased
to recommend dividend of R3.50 per share (i.e. @ 35%) on Equity
Shares of R10/- each of the Company, involving cash outflow of
R9.38 Crore of the Company’s Standalone Net Profit for the financial

year 2025-26, as per the present paid up share capital of the
Company. The actual cash outflow of dividend will be dependent
on the equity share capital of the Company as on the relevant
record date/ book closure date. The dividend is subject to approval
of members at the ensuing Annual General Meeting (AGM) and shall
be subject to deduction of income tax at source.

During the year under review, unpaid dividend for the financial
year 2017-18 amounting to R0.06 crore being unpaid/unclaimed for
more than 7 years from the date it was lying in the unpaid dividend
account, had been transferred by the Company to the Investor
Education and Protection Fund (IEPF) of the Central Government,
in terms of Section 124(5) of the Companies Act, 2013.

Pursuant to Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended (“SEBI Listing Regulations”),
the Company has adopted a Dividend Distribution Policy which
endeavors for fairness, consistency and sustainability while
distributing profits to the shareholders and the same is available on
the Company’s website athttps://www.ganeshaecosphere.com/
corporate-governance-policies.

SHARE CAPITAL

On July 17, 2025, the Company had made a Preferential allotment
of 13,39,000 fully paid-up equity shares having face value of H10/-
each, at an issue price of H1,035/- per share (including a premium
of H 1,025/- per share), to an entity belonging to Promoter Group,
pursuant to the exercise of the right of conversion of warrants
into equity shares, under Chapter V of the SEBI (Issue of Capital
& Disclosure Requirements) Regulations, 2018, upon receipt of
balance amount of H103.93 Crore due thereon (being ~75% of the
issue price).

The amount raised against the allotment has been fully utilized
by the Company in accordance with the objects stated in the
offer document.

Consequent to the above allotment, the total Paid-up Equity Share
Capital of the Company stands increased to H26.80 Crore comprising
of 2,67,95,984 Equity Shares having face value of H10/- each.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES

As on March 31, 2026; the Company had following subsidiaries and
associate/ joint venture company:

Indian wholly owned subsidiaries:

Ý Ganesha Ecopet Private Limited; and

Ý Ganesha Ecotech Private Limited
Overseas wholly owned subsidiary:

Ý Ganesha Overseas Private Limited, in Nepal

Associate/ Joint Venture Company:

Ý Ganesha Recycling Chain Private Limited

A statement containing salient features of the Financial Statements
of the subsidiaries & associate/ joint venture 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 A” and forms an integral part of this Report. The said
form also highlights performance of the subsidiaries & associate/
joint venture company and their contribution to the overall
performance of the Company during the period under review.

Ganesha Ecotech Private Limited and Ganesha Ecopet Private
Limited are Material Subsidiaries of the Company, as per the
thresholds laid down under the Listing Regulations and the
Company’s policy for determining Material Subsidiaries. The said
Policy is available on the Company’s website athttps://www.
ganeshaecosphere.com/corporate-governance-poHcies.

During the year under review, in terms of provisions of Regulation
24(1) of the SEBI (LODR) Regulations, 2015, Ganesha Ecopet Private
Limited had appointed Shri Akshay Kumar Gupta (DIN: 00004908),
Independent Director of the Company as an Independent Director
on its Board.

In terms of the provisions of Section 136 of the Companies Act,
2013 read with the SEBI Listing Regulations, the Audited Financial
Statements of the subsidiaries are placed on website of the Company
and can be accessed athttps://www.ganeshaecosphere.com/
subsidiary. These financial statements are also available for
inspection by any member at the Registered Office of the Company.
Any member desirous of obtaining a copy of the same may write to
the Company.

GANESHA ECOSPHERE EMPLOYEES’ STOCK OPTION
SCHEME 2021

The Company had adopted and implemented Ganesha Ecosphere
Employees’ Stock Option Scheme 2021 (“ESOP Scheme”) for
granting Employee Stock Options (“options”) to the eligible
employees of the Company and its Subsidiaries. There is no
change in the ESOP Scheme during the year under review and
the provisions of the Scheme are in compliance with the SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations,
2021. The ESOP Scheme enables the Ganesha Employees’ Welfare
Trust to acquire the Equity Shares by way of fresh allotment from
the Company as well as by way of secondary acquisition from the
market to grant options to the eligible employees of the Company
and its subsidiaries.

During the year under review, the Company has obtained in¬
principle approval from BSE & NSE for issue and allotment of a
maximum of 9,52,275 equity shares, which are likely to arise upon
exercise of options under the ESOP Scheme of the Company.

The details of stock options granted/vested/ exercised or lapsed
during the year are provided in Note no. 43 of the Notes to the
Standalone Financial Statements for the year ended March 31, 2026.

The disclosure in compliance with Regulation 14 of the SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations,
2021, is available on the Company’s website athttps://www.
ganeshaecosphere.com/latest-information.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34(2) of the 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 were no changes in the
Directors and Key Managerial Personnel of the Company. However,
during the current financial year, Shri Narayanan Subramaniam
(DIN: 00166621), resigned as an Independent Director with effect
from June 30, 2026, due to his pre-occupations/ pre-commitments
and international travel for extended periods of time.

Shri Narayanan Subramaniam confirmed that there were no other
material reasons for his resignation. The Board places on record
its deep appreciation and gratitude for his valuable contribution,
strategic guidance and exemplary role during his tenure.

With a view to fill the vacancy caused due to the resignation
of Shri Narayanan Subramaniam, the Board of Directors of the
Company, on the recommendation of Nomination & Remuneration
Committee, have appointed Shri Rajiv Kumar Saxena (DIN:
08516656) as an Additional (Non- Executive Independent) Director
of the Company with effect from August 3, 2026, for a term of 2 (two)
consecutive years subject to the approval of the members of the
Company at the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of the Company, Shri Sharad
Sharma (DIN: 00383178), Managing Director of the Company, retires
from the Board by rotation, at the ensuing AGM of the Company and
being eligible has offered himself for re-appointment.

The Board recommends the proposal for appointment of Shri Rajiv
Kumar Saxena and re-appointment of Shri Sharad Sharma for
consideration of the Members at the ensuing AGM of the Company.

Appropriate resolutions seeking Members’ approval for
appointment/re-appointment of the Directors along-with their
brief profile are placed 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 all 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, all the Independent Directors on the
Board of the Company possess requisite qualifications, proficiency,
expertise, experience and integrity.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Company consisted of 4 (four) Directors,
out of which 3 (three) Directors are independent. The composition
and other details are provided in the Corporate Governance Report
of the Company. During the year, all the recommendations made
by the Audit Committee were accepted by the Board.

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, 2026, 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 2025-26, the Board of Directors of
the Company had met 5 (five) times. The details of the Board
meetings held during the year are given under the Corporate
Governance Report.

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
Company’s website and can be accessed at

https://ganeshaecosphere.com/admin/UploadedFiles/

ContentImages/AnnualReturn/Annualreturn2024-2025.pdf

LISTING

The Equity Shares of the Company are presently listed at BSE Limited
and National Stock Exchange of India Limited and the listing fee, for
the financial year 2026-27, for both the Stock Exchanges is 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. Narendra Singhania &
Co., Chartered Accountants, New Delhi (ICAI Firm Registration
No. 009781N) were re-appointed as Statutory Auditors of
the Company for a second term of 5 (five) consecutive years
at 33^rd AGM of the Company held on September 30, 2022, to
hold office till the conclusion of 38^th AGM of the Company. The
Auditors have confirmed that they are not disqualified from
continuing as Statutory Auditors of the Company.

As regards Auditors’ observation at point no.(vi) of the para
‘Report on Other Legal and Regulatory Requirements’, in their

report relating to the audit trail feature in the accounting
software, the Board clarifies that the Company has migrated
to an upgraded version of accounting software effective from
April 01, 2025, which has a feature of recording audit trail
(edit log) facility and the same has operated throughout the
year for all relevant transactions recorded in these software,
except that audit trail feature was enabled at the database
level from July 21, 2025 due to the technical issues faced
during migration to new software. Further, no instance of
audit trail feature being tampered with was noted in respect
of accounting software. Additionally, the audit trail has been
preserved by the Company as per the statutory requirement
for record retention, to the extent it was enabled.

As regards Auditors’ observation at para (i)(c) of the Annexure
-A to their report stating that one of the Company’s office
building is not held in the name of the Company while the
possession and original agreement to sale of the property is
in the name of the Company, it is clarified that the title deed
registration of such office building located at Faridabad is held
up due to some local regulations and the Company is taking
necessary action to get the same registered.

The Statutory Auditors’ Report for the financial year 2025-26
does not contain any other observation, qualification,
reservation, adverse remark or disclaimer.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Members of the Company at the 36^th
AGM held on September 27, 2025, had appointed M/s. S.K.
Gupta & Co., a Peer Reviewed firm of Company Secretaries in
practice, as Secretarial Auditors of the Company for a term of 5
(five) consecutive years, to conduct the secretarial audit of the
Company for the financial years 2025-26 to 2029-30.

The Secretarial Audit Report for the financial year ended March
31, 2026 is annexed herewith as “Annexure B” As regards
Secretarial Auditors’ observation in their report stating delay
of 67 days in making disclosure to the Stock Exchange(s) of the
Demand Notice / Order dated 28^th November, 2025, issued by
the Office of the Joint Commissioner, Corporate Circle, SGST,
Moradabad, Uttar Pradesh, it is clarified that the inadvertent
delay in submission of above disclosure to stock exchanges
occurred due to oversight and the Company will ensure that
such unintended failure to disclose the information within the
prescribed timelines does not arise in future.

The Secretarial Audit Report does not contain any other
observation, qualification, reservation, adverse remark
or disclaimer.

Secretarial Audit of Material Unlisted Subsidiaries of
the Company

In accordance with the requirements of Regulation 24A of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), the Secretarial
Audit Reports of M/s Ganesha Ecotech Private Limited and
M/s Ganesha Ecopet Private Limited, the material unlisted
subsidiaries of the Company, for the financial year ended
March 31, 2026, from a Peer Reviewed Company Secretary,
are annexed herewith as “Annexure C” and “Annexure D”
respectively. The Reports do not contain any qualification,
reservation, adverse remark or disclaimer.

c. Cost Auditors

Pursuant to the Rules made by the Central Government of
India, the Company is required to maintain cost records as
specified under Section 148 (1) of the Companies Act, 2013
in respect of its products and accordingly such accounts and
records are made and maintained.

M/s. R. M. Bansal & Co., Cost Accountants (Firm Regn.
No.:000022) and M/s. Rakesh Misra & Co., Cost Accountants
(Firm Regn. No.: 000249), have been appointed as Cost
Auditors of the Company to conduct the audit of the Cost
Accounts of the Company in respect of its products ‘Yarn’ and
‘Recycled Polyester Staple Fibre’ respectively, for the financial
year 2026-27.

As required under the Companies Act, 2013, the resolutions
seeking Members’ ratification for the remuneration payable to
Cost Auditors form part of the Notice convening the AGM.

d. 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 2025-26.
Quarterly Internal Audit Reports are placed before the Audit
Committee of the Company for its review.

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 Companies Act, 2013
and Rules framed thereunder.

RELATED PARTY TRANSACTIONS

During the year under review, all transactions entered into with
Related Parties were approved/ ratified 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. During the financial

year 2025-26, the Company had not entered into any contract/
arrangement / transaction with related parties which could be
considered material in accordance with the Company’s Related
Party Transactions Policy. However, the Company had obtained
approval of the Members in its 36^th Annual General Meeting for
entering into material related party contracts/ arrangements/
transactions, relating to sale or purchase of goods and rendering
and/ or availing of the services, at arm’s length and in ordinary
course of business, with GESL Spinners Limited, a related party of
the Company within the meaning of Section 2(76) of the Companies
Act, 2013 and Regulation 2(1)(zb) of the SEBI Listing Regulations.

Further, all related party transactions undertaken during the year
were at arms’ length basis. Accordingly, the disclosure of Related
Party Transactions as required under Section 134(3)(h) of the
Companies Act, 2013, in Form AOC-2 is not applicable.

The related party transactions entered into by the Company during
the year under review, are disclosed under Note No. 36 of the Notes
to the Standalone Financial Statements for the year ended March
31, 2026.

During the year under review, the Company’s Policy on Related
Party Transactions was reviewed by the Board and the same
is disclosed on the website of the Company athttps://www.
ganeshaecosphere.com/corporate-governance-poHcies.

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, investments made, guarantees and/ or securities provided
along with the purpose for which the loan or guarantee or security
were proposed to be utilized by the recipient are provided in the
notes to the Standalone Financial Statements.

WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 and the SEBI
Listing Regulations, the Company has adopted Whistle Blower
Policy for vigil mechanism for Directors and employees to report
to the management about the unethical behaviour, fraud or
violation of Company’s code of conduct. The details of the policy
are explained in the Corporate Governance Report.

The Policy has been posted on the website of the Company and
may be accessed athttps://www.ganeshaecosphere.com/
corporate-governance-policies.

NOMINATION AND REMUNERATION POLICY

The Board of Directors of the Company have approved and
adopted Nomination, Remuneration and Board Diversity policy in

compliance with Section 178 of the Companies Act, 2013 and SEBI
Listing Regulations.

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 IndependentDirectors, KMP and Senior
Management Personnel. It also covers performance evaluation
criteria of the Board, its Committees and individual directors.

During the year under review, the Nomination, Remuneration
and Board Diversity Policy of the Company was reviewed and
modified to align the same with the amended provisions of the
SEBI Listing Regulations and the same is available on the website
of the Company at the linkhttps://www.ganeshaecosphere.com/
corporate-governance-policies. We affirm that the remuneration
paid to the Directors is as per the terms laid out in the Policy.

BOARD EVALUATION

The Board of Directors at its meeting held on February 7, 2026, 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 23,
2026, the Independent Directors of the Company had evaluated the
performance of non-independent directors and Board as whole
and performance of Chairman of the Company after taking into
account the views of Executive Directors and other Non-Executive
Directors of the Company. Independent Directors have also
assessed the quality, quantity and timeliness of flow of information
between the Company’s Management and the Board and recorded
their satisfaction with the flow of information.

RISK MANAGEMENT

Risk management is an ongoing process and embedded in
the operating framework of the Company. Risk Management
Committee has been entrusted for timely identification, evaluation
and mitigation of all types of internal and external risks including
financial, operational, sectoral, sustainability (particularly, ESG
related risks), information, cyber security risks etc. The Committee
is responsible for formulating and reviewing the risk management

plan/ policy and ensuring its effectiveness across the organization.
The Audit Committee of the Board has an additional oversight in
the risk management systems prevailing in the Company.

There are no risks which in the opinion of the Board are of the nature
that can threaten the existence of the Company. However, the risks
inter-se those are generally dealt in regular course of business and
have to be taken care of, are fluctuations in foreign exchange rates
and prices of raw material as well as finished products.

During the year under review, the Risk Management Policy of the
Company, was reviewed by the Board in view of the changing
industry dynamics and evolving complexities and the same can
be accessed at the linkhttps://www.ganeshaecosphere.com/
corporate-governance-policies.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to focus on inclusive growth and
improving lives by contributing towards communities around
which it operates. In compliance with Section 135 of the Companies
Act, 2013, the Company has undertaken CSR activities, projects and
programs as provided in the CSR policy of the Company and as
identified under Schedule VII to the Companies Act, 2013.

The Composition of CSR Committee along with details of CSR
activities undertaken by the Company have been disclosed in the
‘Report on CSR activities’, set out as “Annexure E” and forming an
integral part of this Report.

The CSR policy of the Company may be accessed athttps://www.
ganeshaecosphere.com/corporate-governance-policies.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In terms of Regulation 34(2) of SEBI Listing Regulations, a Business
Responsibility and Sustainability Report describing the initiatives
taken by the Company from an environmental, social and
governance perspective is provided in a separate section forming
part of the Annual Report.

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 the Directors and no
amount of unsecured loan from Directors was outstanding as on
March 31, 2026.

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 2025-26 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

The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under
Section 134(3)(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, is annexed herewith as “Annexure F”

PARTICULARS OF EMPLOYEES

The Disclosure required under 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
as “Annexure G” and forms an integral part of this Report. The
information showing names and other particulars of employees
as per Rule 5(2) and 5(3) of the aforesaid Rules is provided in
a separate exhibit forming part of this report. However, as per
second proviso to Section 136(1) of the Act, the Annual Report
excluding the aforesaid information is being sent to the members
of the Company and others entitled thereto. The said information
is available for inspection by members at the registered office of
the Company during business hours on all working days upto the
date of ensuing AGM. Any member interested in obtaining a copy
thereof, may also write to the Company Secretary.

CORPORATE GOVERNANCE

As required under Schedule V to the SEBI Listing Regulations,
a separate section on Corporate Governance together with a
Certificate from M/s. S. K. Gupta & Co., Practicing Company
Secretaries, confirming compliance of the conditions of Corporate
Governance, forms an integral part of this Report.

POLICY ON SEXUAL HARASSMENT

Prevention and control of sexual harassment at workplace
constitutes an important part of corporate culture while aligning
with best practices and improving management processes. The
Company has zero tolerance for sexual harassment at workplace
and has adopted a policy on prevention, prohibition and redressal
of sexual harassment at workplace with a mechanism of lodging
complaints and has constituted an Internal Complaints Committee
in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the rules framed there under. The disclosures in relation
to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 are as follows:-

1. Number of complaints of sexual harassment received during
the year: NIL

2. Number of Complaints disposed of during the year: NIL

3. Number of cases pending for more than 90 days: NIL

COMPLIANCE OF THE MATERNITY BENEFIT ACT, 1961

Your Company has complied with the applicable provisions of The
Maternity Benefit Act, 1961, for female employees.

GENERAL

During the year under review:-

Ý The Company has not issued any equity shares with differential
rights as to dividend, voting or otherwise.

Ý The Company has not issued any shares (including sweat
equity shares) to employees of the Company or its subsidiaries
under any scheme.

Ý There was no revision in the financial statements.

Ý Neither the Managing Director nor the Whole-time Directors of
the Company had received any remuneration or commission
from any of the Company’s subsidiaries.

Ý There has been no change in the nature of business of
the Company.

Ý There is no proceeding initiated/ pending against the Company
under the Insolvency and Bankruptcy Code, 2016.

Ý There was no instance of one-time settlement with any Bank
or Financial Institution.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record appreciation
for the co-operation and support extended by various departments
of the Central and the State Government(s), Bankers and
Business associates.

Your Directors also wish to express their deepest appreciation to
the employees at all levels, whose dedicated efforts, co-operation
and unending support helped the Company in delivering results
despite the challenges. We are also grateful to all the shareholders,
customers, dealers, agents, suppliers and bankers of the Company
for reposing continued trust, support and confidence in the
management of the Company.

For and on behalf of the Board

(Shyam Sunder Sharmma)

Place: Kanpur Chairman

Date: August 3, 2026 DIN: 00530921