Ganesh Infraworld Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

Your Directors have pleasure in presenting the 3rd Annual Report together with the Audited Standalone Financial Statements and Audited Consolidated Financial Statements for the year ended March 31, 2026.

1. Financial Summary or Performance of the Company

The financial performance of your Company for year ended March 31, 2026 is as follows:

(INR in Lakhs)
Particulars	Standalone		Consolidated
	For the Year ended March 31, 2026	For the Yearended March 31, 2025	For the Year ended March 31, 2026	For the Yearended March 31, 2025
Revenue from Operations	83,186.72	53,822.18	83,554.56	53,822.18
Other Income	405.15	428.47	404.57	428.47
Total Income	83,591.87	54,250.65	83,959.13	54,250.65
Profit /(Loss) before Depreciation and Tax	9,904.78	5,478.35	9,946.50	5,478.35
Depreciation/ Amortization	372.96	141.02	383.14	141.02
Profit / (Loss) before Tax and Exceptional	9,531.82	5,337.33	9,563.36	5,337.33
Item
Exceptional/Extraordinary Items	-	-	-	-
Profit Before Tax for the year	9,531.82	5,337.33	9,563.36	5,337.33
Current Tax	2,312.00	1 ,299.24	2,319.36	1 ,299.24
Deferred Tax	104.53	33.05	101.99	33.05
Tax related to Previous years	32.53	-	32.53	-
Profit / (Loss) after Tax for the year	7,082.76	4,005.04	7,109.48	4,005.04
Share of Profit/(Loss) on Associate (Net of Tax)	-	-	507.79	-
Net Profit / (Loss) after Tax & Share of
Profit/(Loss) on Associate	7,082.76	4,005.04	7,617.27	4,005.04

2. Review of Operations

The Revenue from Operations of the Company during the year under review on Standalone basis is ? 83,186.72Lakhsas compared to ? 53,822.18 Lakhs in the previous year. The Revenue from Operations of the Company during the year under review on Consolidated basis is ? 83,959.13 Lakhs. The Company has accounted the net Profit of ? 7,082.76Lakhs during the year under review on Standalone basis as compared to ? 4,005.04 lakhs in the previous year. The Company has further accounted the net Profit of ? 7,617.27Lakhs during the year under review on Consolidated basis. A detailed discussion on review of the operations of the Company has been included in Management Discussion and Analysis Report which forms part of this Annual Report.

3. Business Overview

The Company is engaged in the construction and EPC contracts in India such as the construction of plants & warehouses, industrial civil projects, mechanical projects, buildings & factories, road construction, residential buildings, the balance of plant and components for power projects and water treatment projects. It''s mission is to offer comprehensive end-to-end solutions for all Erection Services required in complex Infrastructure projects. With a dynamic team of young and passionate ndividuals, we tirelessly strive to revolutionize the EPC Industry by providing unparalleled service accessibility round-the-clock, 365 days a year, right at our clients'' doorsteps.

4. Transfer to Reserve

The Company has transferred amount of ? 7,082.76Lakhson Standalone basis and ?7,586.08 Lakhs on consolidated basis towards Reserves and Surplus.

5. Dividend

The Board of Directors at their Meeting held on 16thMay 2026 has recommended payment of ?0.10/-(Rupees Ten paise only) per Equity Share of ? 5 each (2%) each as final dividend for the financial year ended 31stMarch 2026. The payment of final dividend is subject to the approval of shareholders at the ensuing Annual General Meeting ("AGM") of the Company. In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of shareholders. The Company shall accordingly make the payment of final dividend after deduction of tax at source. The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. 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 at https://ganeshinfra.com/wp-content/uploads/2026/03/Dividend-Distribution-Policy

6. Deposits

Your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

7. Change in Nature of Business, if any

There has been no change in the nature of business of the Company during the financial year ended March 31, 2026.

8. Subsidiary/Joint Ventures/Associate Companies

The Company has a Joint Venture named "Ganesh Netsoft JV Networks", a Subsidiary named "Trivanta Resources Private Limited" and an Associate entity named "Kandoi Transport Limited" as on the financial year ended March 31, 2026. The Company has also established a wholly owned subsidiary namely "GRV Global L.L.C-FZ", in Dubai, United Arab Emirates with the objective of expanding its operations internationally and intends to subscribe to 100% of its share capital. Upon such subscription, GRV Global L.L.C-FZ will become a wholly-owned subsidiary of the Company. A statement containing the salient features of the financial statements of the Company''s subsidiaries/associates has been separately annexed hereto as Annexure I, in terms of the first proviso to Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014.

9. Share Capital

The Paid-up Share Capital of the Company as at March 31, 2026 stands at ? 21,36,06,985/-. As on March 31, 2026, none of the Directors of the Company holds instrument convertible into equity shares of the Company. During the year under review, the Company has not issued any shares with or without differential voting rights or issued sweat equity shares.

10. Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

11. Material changes and commitments

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which financial statements relates and the date of the report.

12. Significant and material orders passed by the Regulator/ Courts/ Tribunals impacting the Going Concern Status and Company''s operations in future

During the year under review, there has been no such significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

13. Audit Committee

The composition of Audit Committee has been detailed in the Corporate Governance Report, formingpart of this Annual Report.

All recommendations made by the Audit Committee have been accepted by the Board of Directors.

14. Details of Directors and Key Managerial Personnel

The Board of Directors ("the Board") of the Company consists of an optimal combination of Executive, Non-Executive and Independent Directors which represent a mix of professionalism, knowledge and experience. The Board brings in the guidance, leadership and an independent view to the Company''s management while discharging its fiduciary responsibilities, thereby ensuring that management adheres to the ethics, transparency and disclosure norms. The Composition of the same has been presented in the Corporate Governance Report.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Mrs. Bharti Mundhra ceased to be the Company Secretary and Compliance Officer of the Company w.e.f. the close of business hours on 30th May, 2025. Ms. Beas Moitra has been appointed as the Company Secretary and Compliance Officer of the Company with effect from 1st June, 2025.

As on date, Mr. Sudhir Kumar Ojha, Chief Financial Officer and Ms. Beas Moitra, Company Secretary are the Key Managerial Personnels of the Company.

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

15. Declaration by Independent Directors

The Company has received the necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided therein.

16. Meetings

The details of the meetings of the Board and Committees along with its composition and respective terms of reference thereof are given in the Corporate Governance Report, which forms an integral part of this Annual Report.

17. Statutory Auditors

In the 1st Annual General Meeting (AGM) held on 23rd July, 2024, M/s. Piyush Kothari & Associates, Chartered Accountants, having Firm Registration No. 140711Wwere appointed as Statutory Auditors of the Company for a period of 5 consecutive years. Further, they have, under Section 139(1) of the Act and the Rules framed there under furnished a certificate of their eligibility and consent for the appointment. M/s. Piyush Kothari & Associates, Chartered Accountants, have confirmed that they have not been disqualified to act as Statutory Auditors of the Company and that their appointment is within the maximum ceiling limit as prescribed under Section 141 of Companies Act, 2013/ relevant statute.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or reenactments) for the time being in force).

There are no reservations or adverse remarks made by the Statutory Auditors in their Audit report on the Standalone and Consolidated financial statements of the Company for the financial year ended March 31, 2026.

18. Disclosure about Secretarial Audit and Cost Audit

(a) Secretarial Audit - In the 2ndAnnual General Meeting (AGM) held on 19th June, 2025 M/s. MKB& Associates, Practicing Company Secretaries, having Firm Registration No. P2010WB042700 were appointed as Secretarial Auditors of the Company for a period of 5 consecutive years from the conclusion of 2nd AGM till the conclusion of 7th AGM. The Report of the Secretarial Auditors is annexed to and forms a part of this Report as Annexure II. The comments on the Report are given as under;

(I) except that the Company has disclosed to the stock exchange on 15.04.2025 the incorporation of its wholly owned subsidiary "GRV Global L.L.C-FZ"in Dubai, United Arab Emirates (U.A.E) on 12.04.2025 which was not made within the prescribed timeline under Regulation 30 of SEBI (LODR) Regulations, 2015.

Management Response - We have received the information on 15th April, 2025 and have intimated the same on that day. We had taken steps to strengthen our internal processes so that such delays do not occur in the future. The Management remains committed in maintaining transparency and compliance in all our disclosures.

The Secretarial Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or reenactments) for the time being in force).

(b) Cost Audit- Pursuant to Section 148 of the Act, the Central Government has made it mandatory for the Company to conduct a cost audit and accordingly, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. The Board of Directors of the Company has on the recommendation of the Audit Committee approved the appointment of Cost Auditor M/s Umesh Kumar Pandey & Associates for conducting the Cost Audit for the Financial Year 2025-26 and their remuneration is sought to be ratified by the shareholders at the forthcoming Annual General Meeting of the Company.

The Cost Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

19. Company''s policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-Section (3) of Section 178

The Company has constituted its Nomination and Remuneration Committee of the Board and has adopted the Remuneration Policy for the appointment and remuneration of the Directors, Key Managerial Personnel and other Senior Executives of the Company along with other related matters, which has been formulated in terms of the requirement of the Companies Act, 2013 and the Listing Regulations. The Policy is uploaded on the Company''s website (www.ganeshinfra.com).

20. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as per section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - III.

21. Related Party Transaction

In compliance with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at https://ganeshinfra.com/policies-and-code-of-conduct/ .

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and/ or entered in the Ordinary Course of Business and are at Arm''s Length basis.

The Company has entered into contract/arrangements with the related parties during the F.Y. 2025-26 which were in the ordinary course of business and on arms'' length basis. No Material Related Party Transactions were entered during the year by your Company. The particulars of Related Party Transactions in Form AOC-2 as required under Section 188 (1) of the Act read with relevant rules framed therein are annexed herewith in Annexure - IV.

22. Particulars of Employees & Related Disclosures

The required disclosure in accordance with Section 197 of the Act read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time is provided separately and forms part of this report. The same is annexed as Annexure - V.

23. Risk Management Policy

The Company has laid down a procedure to inform the Board members, on a periodic basis, about the identified risks and the steps taken to mitigate and minimize the same.

The Company has already identified and assessed major elements of risks which may threaten the existence of the Company. The Executive Management reviews the identified risks, including assessment of the said risks and procedures which are being implemented for the monitoring, mitigating and minimization of the said risks.

24. Corporate Social Responsibility (CSR)

In accordance with Section 135 of the Act and Rules framed thereunder, the Company has adopted a Policy of CSR and the Board has constituted a Committee for implementing the CSR Activities. The CSR Committee comprises of two (2) Non-executive directors and one (1) Executive director as at 31st March, 2026 viz. Mrs. Rachita Agrawal (Chairman), Mr. Vibhoar Agrawal (Member) and Mrs. Rupal Dhiren Haria (Member). The Company has adopted a CSR policy which indicates the activities to be undertaken by the Company as specified in Schedule VII to the Act. The details regarding meeting and composition has been presented in the Corporate Governance Report. The Annual Report forms part of this report and same is annexed as Annexure - VI.

25. Management Discussion and Analysis Report

The Management Discussion and Analysis Report of financial performance and results of operations of the Company, as required under the SEBI Listing Regulations is provided in a separate section and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Company''s business, risks and concerns and material developments during the financial year under review.

26. Corporate Governance Report

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. Separate report on Corporate Governance, forms an integral part of this Annual Report.

A certificate from M/s. Sanjay Kumar Vyas, Practicing Company Secretaries, confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report.

27. Whistle Blower Policy and Vigil Mechanism

In Compliance with the provisions of section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided.

The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company''s website at https://ganeshinfra.com/policies-and-code-of-conduct/ .

28. Adequacy of Internal Financial Controls with reference to Financial Statements

The Company has in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control as prescribed.

29. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company has in place a formal policy for prevention of Sexual Harassment of its women employees in line with "the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013". During the financial year under review, the Company has not received any complaints pertaining to Sexual Harassment and also there are no complaint pending.

30. Proceeding Pending Under the Insolvency and Bankruptcy Code, 2016

During the year under review, there were no proceedings that were filed by your Company or against your Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

31. Human Resources

Your Company put great emphasis on optimizing people performance through various people oriented processes starting from recruitment, training, performance management and talent building. Your Company have always been able to attract and retain best talent in the market and the same can be felt in the past growth of the company.

32. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2025 is available on the website of the Company (www.ganeshinfra.com).

33. Performance Evaluation of the Directors

In compliance with the Companies Act, 2013, and the Listing Regulations, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board and the Committees of the Board, by way of individual and collective feedback from the Directors. The detailed analysis of various skills, qualifications and attributes as required and available with the Board has been presented in the Corporate Governance Report.

34. Directors'' Responsibility Statement

Pursuant to Section 134(3)( c ) of the Companies Act, 2013 with respect to Director''s Responsibility Statement, it is hereby confirmed that —

(i) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of

the Company as at March 31, 2026 and of the profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis; and

(v) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(vi) The directors had laid down internal financial controls and such internal financial controls are adequate and were operating effectively.

35 Compliance of Secretarial Standards

The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and shareholders (SS-2).

36. General Disclosures

(i) The Company serviced all the debts & financial commitments as and when they became due and no settlements were entered into with the bankers.

(ii) No revisions were made in the financial statements and Directors'' Report of your Company.

37. Acknowledgment

Your Directors take this opportunity to thank the Regulatory and Government Authorities, Bankers, Business Associates, Shareholders and the Customers of the Company for their continued support to the Company. The Directors express their deep sense of appreciation towards all the employees and staff of the Company and wish the management all the best for achieving greater heights in the future.

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Mar 31, 2025

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

1. Financial Summary or Performance of the Company

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

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

2. Operations

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

3. Business Overview

The Company is engaged in the construction
and EPC contracts in India. It''s mission is to
offer comprehensive end-to-end solutions
for all Erection Services required in complex
Infrastructure projects. With a dynamic team of
young and passionate individuals, we tirelessly
strive to revolutionize the EPC Industry by
providing unparalleled service accessibility
round-the-clock, 365 days a year, right at our
clients'' doorsteps.

4. Transfer to Reserve

The Company has transferred amount
of C 13,421.63 Lakhs towards Reserves and
Surplus.

5. Dividend

Your Directors do not recommend Dividend
this year.

6. Deposits

Your Company has neither accepted nor renewed
any deposits from public within the meaning of
Section 73 of the Companies Act, 2013 read with
Companies (Acceptance of Deposits) Rules, 2014
during the year.

7. Change in Nature of Business, if
any

There has been no change in the nature of
business of the Company during the financial
year ended March 31, 2025.

8. Subsidiary/Joint Ventures/
Associate Companies

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

9. Share Capital

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

During the year, the Company issued 13,60,000
equity shares, at a price of ^100 per share, which
includes a securities premium of ^190 per share.
These equity shares rank pari passu in all respects

with the existing equity shares of the Company
and carry identical rights and entitlements.

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

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

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

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

10. Loans, Guarantees and
Investments

Details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of
the Companies Act, 2013 are given in the notes
to the Financial Statements.

11. Material changes and
commitments

There have been no material changes and
commitments affecting the financial position
of the Company which have occurred between
the end of the financial year of the Company to
which financial statements relates and the date
of the report.

12.Significant and material orders
passed by the Regulator/ Courts/
Tribunals impacting the Going
Concern Status and Company''s
operations in future

During the year under review, there has been no
such significant and material order passed by the
regulators or courts or tribunals impacting the

going concern status and Company''s operations
in future.

13. Details of Directors and Key
Managerial Personnel

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

The Board of Directors ("the Board”) of the
Company consists of an optimal combination
of Executive, Non-Executive and Independent
Directors which represent a mix of professionalism,
knowledge and experience. The Board brings in
the guidance, leadership and an independent
view to the Company''s management while
discharging its fiduciary responsibilities, thereby
ensuring that management adheres to the
ethics, transparency and disclosure norms.

None of the Directors of the Company are
disqualified for being appointed as Directors,
as specified in section 164(2) of the Companies
Act, 2013 and Rule 14(1) of the Companies
(Appointment and Qualification of Directors)
Rules, 2014.

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

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

14. Declaration by Independent
Directors

The Company has received the necessary
declaration from each Independent Director
of the Company under Section 149(7) of the
Companies Act, 2013 stating that they meet the
criteria of Independence as provided therein.

15. Meetings

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

16.Statutory Auditors

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

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

17. Disclosure about Secretarial Audit
and Cost Audit

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

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

Management Response - The

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

(b) Cost Audit - Pursuant to Section 148 of the
Act, the Central Government has made it
mandatory for the Company to conduct a
cost audit and accordingly, the Company is
required to have the audit of its cost records
conducted by a Cost Accountant in practice.
The Board of Directors of the Company
has on the recommendation of the Audit
Committee approved the appointment of
Cost Auditor M/s Umesh Kumar Pandey &
Associates for conducting the Cost Audit for
the Financial Year 2024-25.

18. Company''s policy on directors''
appointment and remuneration
including criteria for determining
qualifications, positive attributes,

independence of a director and
other matters provided under Sub¬
Section (3) of Section 178

The Company has constituted its Nomination
and Remuneration Committee of the Board and
has adopted the Remuneration Policy for the
appointment and remuneration of the Directors,
Key Managerial Personnel and other Senior
Executives of the Company along with other
related matters, which has been formulated
in terms of the requirement of the Companies
Act, 2013 and the Listing Regulations. The
Policy is uploaded on the Company''s website
(www.ganeshinfra.com).

19. Fraud Reporting:

The Auditor''s Report doesn''t contain any remark/
information in relation to fraud.

20. Conservation of energy,
technology absorption and foreign
exchange earnings and outgo

The information relating to conservation of
energy, technology absorption, foreign exchange
earnings and outgo as per section 134(3)(m) of
the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 is annexed
herewith as Annexure - II.

21. Related Party Transaction

The Company has entered into contract/
arrangements with the related parties during
the F.Y. 2024-25 which were in the ordinary
course of business and on arms'' length basis. The
particulars of Related Party Transactions in Form
AOC-2 as required under Section 188 (1) of the
Act read with relevant rules framed therein are
annexed herewith in Annexure - III.

22. Particulars of Employees & Related
Disclosures

The required disclosure in accordance with
Section 197 of the Act read with Rule 5 of
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended
from time to time is provided separately and
forms part of this report. The same is annexed as
Annexure - IV.

23. Risk Management Policy

The Company has laid down a procedure to
inform the Board members, on a periodic basis,
about the identified risks and the steps taken to
mitigate and minimize the same.

The Company has already identified and
assessed major elements of risks which may
threaten the existence of the Company. The
Executive Management reviews the identified
risks, including assessment of the said risks and
procedures which are being implemented for the
monitoring, mitigating and minimization of the
said risks.

24. Corporate Social Responsibility
(CSR)

In accordance with Section 135 of the Act and
Rules framed thereunder, the Company has
adopted a Policy of CSR and the Board has
constituted a Committee for implementing the
CSR Activities. The CSR Committee comprises
of two (2) Non-executive directors and one (1)
Executive director as at 31^st March, 2025 viz.
Mrs. Rachita Agrawal (Chairman), Mr. Vibhoar
Agrawal (Member) and Mrs. Rupal Dhiren Haria
(Member). The Committee met twice during the
financial year under review. The meetings were
held with the presence of requisite quorum.
The Company has adopted a CSR policy which
indicates the activities to be undertaken by the
Company as specified in Schedule VII to the Act.
The Annual Report forms part of this report and
same is annexed as Annexure - V.

25. Adequacy of Internal Financial
Controls with reference to
Financial Statements

The Company has in all material respects, an
adequate internal financial controls system over
financial reporting and such internal financial
controls over financial reporting were operating
effectively as at March 31, 2025, based on the
internal control over financial reporting criteria
established by the Company considering
the essential components of internal control
as prescribed.

26. Disclosures under Sexual
Harassment of Women at
Workplace (Prevention, Prohibition
& Redressal) Act, 2013

Your Company has in place a formal policy for
prevention of Sexual Harassment of its women
employees in line with "the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013”. During the financial year
under review, the Company has not received any
complaints pertaining to Sexual Harassment and
also there are no complaint pending.

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

During the year under review, there were no
proceedings that were filed by your Company or
against your Company, which are pending under
the Insolvency and Bankruptcy Code, 2016 as
amended, before National Company Law Tribunal
or other Courts.

28. Human Resources

Your Company put great emphasis on optimizing
people performance through various people
oriented processes starting from recruitment,
training, performance management and talent
building. Your Company have always been able
to attract and retain best talent in the market
and the same can be felt in the past growth of
the company.

29. Annual Return

Pursuant to Section 92(3) read with Section
134(3)(a) of the Companies Act, 2013, the Annual
Return as on March 31, 2024 is available on the
website of the Company (www.ganeshinfra.com).

30. Performance Evaluation of the
Directors

In compliance with the Companies Act, 2013,
and the Listing Regulations, the Board has
carried out the Annual Performance Evaluation
of the Directors individually as well as evaluation
of the working of the Board and the Committees
of the Board, by way of individual and collective
feedback from the Directors.

The following were the Evaluation Criteria :

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Director:

- Performance as Team Leader / Member

- Evaluating Business Opportunity and
analysis of Risk Reward Scenarios

- Key Set Goals and Achievements

- Professional Conduct and Integrity

- Sharing of Information with the Board

31.Directors'' Responsibility
Statement

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

Act, 2013 with respect to Director''s Responsibility

Statement, it is hereby confirmed that —

(i) in the preparation of the annual accounts
for the financial year ended March 31, 2025,
the applicable accounting standards had
been followed along with proper explanation
relating to material departures;

(ii) the directors had selected such accounting
policies and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
Company as at March 31, 2025 and of the
profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the Companies Act, 2013 for
safeguarding the assets of the Company

and for preventing and detecting fraud and
other irregularities;

(iv) the directors had prepared the annual
accounts on a going concern basis; and

(v) the directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

(vi) the directors had laid down internal financial
controls and such internal financial controls
are adequate and were operating effectively.

32.Acknowledgement

Your Directors take this opportunity to thank
the Regulatory and Government Authorities,
Bankers, Business Associates, Shareholders
and the Customers of the Company for their
continued support to the Company. The Directors
express their deep sense of appreciation towards
all the employees and staff of the Company and
wish the management all the best for achieving
greater heights in the future.

By Order of the Board of Directors
For Ganesh Infraworld Limited

Vibhoar Agrawal Rachita Agrawal

Place : Kolkata Chairman, MD & CEO Non-Executive Director

Dated : 25.04.2025 (DIN - 02331469) (DIN - 07935029)