Ganesha Ecoverse Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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

FINANCIAL RESULTS

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

(Rs. in lakhs)
Particulars	Standalone		Consolidated*
	Year ended	Year ended	Year ended
	March 31, 2025	March 31, 2024	March 31, 2025
Total Income	1057.54	1238.49	1057.54
Profit/(Loss) before Finance Costs, Depreciation and Amortization Expense	(129.61)	636.81	(1466.91)
Less: Finance Costs	105.54	105.50	105.54
Less: Depreciation & Amortization Expense	0.53	0.19	0.53
Profit/(Loss) before Tax	(235.68)	531.12	(1572.98)
Tax Expense	(89.25)	108.07	(89.25)
Profit/(Loss) after Tax	(146.43)	423.05	(1483.73)
Add: Other Comprehensive Income	-	-	-
Total Comprehensive Income	(146.43)	423.05	(1483.73)
Since GESL Spinners Private Limited has become an Associate company on October 22,
2024, the consolidated figures for the previous year		are not applicable.

FINANCIAL AND OPERATIONAL PERFORMANCE.

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

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

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

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

TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

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

DIVIDEND

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

RIGHTS ISSUE

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

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

SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

DECLARATION FROM INDEPENDENT DIRECTORS

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

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

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

COMPOSITION OF BOARD COMMITTEES

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

Audit Committee: -
Sr. No.	Name	Category		Position/ Designation
1	Shri Abhilash Lal	Non-Executive - Independent Director		Chairperson
2	Shri Vishnu Dutt Khandelwal	Non-Executive - Non Independent Director		Member
3	Ms Neeru Abrol	Non-Executive - Independent Director		Member
During the year, all the recommendations made by the Audit Committee were accepted by the Board. Nomination and Remuneration Committee: -
Sr. No.	Name	Category		Position/ Designation
1	Ms Neeru Abrol	Non-Executive - Independent Director		Chairperson
2	Shri Vishnu Dutt Khandelwal	Non-Executive - Non Independent Director		Member
3	Shri Abhilash Lal	Non-Executive - Independent Director		Member
Stakeholders Relationship Committee: -
Sr. No.	Name	Category		Position/ Designation
1	Shri Vishnu Dutt Khandelwal	Non-Executive - Non Independent Director	Chairperson
2	Shri Sandeep Khandelwal	Managing Director	Member
3	Shri Abhilash Lal	Non-Executive -Independent Director	Member

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

DIRECTOR’S RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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

NUMBER OF MEETINGS OF THE BOARD

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

ANNUAL RETURN

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

LISTING

The Company''s Equity Shares are listed on BSE - SME and the listing fee for the Financial Year 202425, has been paid.

AUDITORS AND AUDITORS’ REPORTa. Statutory Auditors

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

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

b. Secretarial Auditors

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

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

c. Internal Auditors

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

REPORTING OF FRAUDS

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

RELATED PARTY TRANSACTIONS

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

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

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS BY THE COMPANY

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

WHISTLE BLOWER POLICY

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

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

NOMINATION AND REMUNERATION POLICY

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

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

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

BOARD EVALUATION

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

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

RISK MANAGEMENT

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

DEPOSITS

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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

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

Further there was no Foreign Exchange earnings and out go.

PARTICULARS OF EMPLOYEES

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

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

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

CORPORATE GOVERNANCE

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

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

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

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

COMPLIANCE OF THE MATERNITY BENEFIT ACT, 1961

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

GENERAL

During the year under review:

• The Company was not required to transfer any amount of profits to General Reserves.

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

• The Company has not issued any shares (including sweat equity shares) to employees of the Company under any scheme.

• There was no revision in the financial statements.

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

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

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

ACKNOWLEDGEMENTS

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

---

Mar 31, 2024

Your Directors have pleasure in presenting the Twenty First Annual Report of the Company together with the Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS

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

(? in lakhs)
	Year ended March 31, 2024	Year ended March 31, 2023*
Total Income	1238.49	23.02
Profit/(Loss) before Finance Costs, Depreciation and Amortization Expense	636.81	(231.08)
Less: Finance Costs	105.50	91.25
Less: Depreciation & Amortization Expense	0.19	0.17
Profit/(Loss) before Tax	531.12	(322.50)
Tax Expense	108.07	1.09
Profit/(Loss) after Tax	423.05	(323.59)
Add: Other Comprehensive Income	-	-
Total Comprehensive Income	423.05	(323.59)
*Figures are re-stated as per Ind AS.

FINANCIAL AND OPERATIONAL PERFORMANCE.

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

During the Financial Year 2023-24, total income of the Company was ?1238.49 lakh as against ?23.02 lakh during the previous financial year 2022-23. The Operating Profit (EBITDA) stood at ?636.81 lakh in the FY 2023-24. The Company has incurred a Net Profit of ?423.05 lakh as against the loss of Rs. 323.59 lakh in the last financial year. The improvement in the performance of the Company is primarily due to change in the line of Company’s business from share trading and real estate to the business of trading of post-consumer PET bottle waste.

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

CHANGE IN MANAGEMENT OF THE COMPANY

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

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

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

CHANGE IN THE NAME OF THE COMPANY.

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

CHANGE IN THE REGISTERED OFFICE OF THE COMPANY:

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

DIVIDEND

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

SHARE CAPITAL

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

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

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

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

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

PROPOSED RIGHTS ISSUE

The Board of Directors of the Company at its meeting held on May 30, 2024, had approved fund raising by way of issuance of upto 1,34,15,280 Equity Shares for cash at a price of ?35/- per Equity Share (including premium of ?25/- per Equity Share) aggregating to ?4,695.35 lakh on rights basis, to the Eligible Equity Shareholders of the Company, in the ratio of 6:5 i.e, 6 (Six) Equity Shares for every 5(Five) Equity Shares held by Shareholders as on Record date (to be notified later). Your directors are pleased to inform that BSE vide its letter dated August 22, 2024, has granted its in-principle approval for listing of fully paid up equity shares proposed to be issued on rights basis.

SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, following changes took place among the Directors and KMP of the Company:

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

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

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

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

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

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

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sandeep Khandelwal (DIN: 00379182), Managing Director of the Company, retires from the Board by rotation, at the ensuing Annual General Meeting of the Company and being eligible he has offered himself for re-appointment. The Board recommends the proposal of his re-appointment for consideration of the Members at the ensuing AGM of the Company. Brief profile of Mr. Sandeep Khandelwal is provided in the Notice of ensuing AGM.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company had received the declarations u/s 149(7) of the Companies Act, 2013 from the Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(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 have requisite qualifications & proficiency and possess attributes of integrity, expertise and experience.

COMPOSITION OF BOARD COMMITTEES

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

AUDIT COMMITTEE: -
SR NO.	NAME OF COMMITTEE MEMBERS	CATEGORY OF DIRECTORS	POSITION/ DESIGNATION
1	Shri Abhilash Lal	Non-Executive - Independent Director	Chairperson
2	Shri Vishnu Dutt Khandelwal	Non-Executive - Non Independent Director	Member
3	Ms Neeru Abrol	Non-Executive - Independent Director	Member

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

NOMINATION AND REMUNERATION COMMITTEE: -
SR	NAME OF COMMITTEE MEMBERS	CATEGORY OF DIRECTORS	POSITION/ DESIGNATION
1	Ms Neeru Abrol	Non-Executive - Independent Director	Chairperson
2	Shri Vishnu Dutt Khandelwal	Non-Executive - Non Independent Director	Member
3	Shri Abhilash Lal	Non-Executive - Independent Director	Member

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

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

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

DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, in respect of the financial year ended March 31, 2024, confirm that: -

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

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

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

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

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

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

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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

NUMBER OF MEETINGS OF THE BOARD

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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://ganeshaecoverse.com/wp-content/uploads/2023/12/Annual-Return-2022-2023.pdf

LISTING

The Company''s Equity Shares are listed on BSE - SME and the listing fee for the Financial Year 202324, has been paid. During the year under review, the Company has made an application to BSE for its migration from BSE-SME to BSE Mainboard and the approval for the same is awaited.

AUDITORS AND AUDITORS’ REPORTa. Statutory Auditors

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

The Statutory Auditors’ Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark or disclaimer.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed M/s. Hemant Kumar Sajnani & Associates, Company Secretaries, as Secretarial Auditors, to undertake Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as “Annexure I”.

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

c. Internal Auditors

Pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014, your Company engaged the services of M/s. Ashok & Ajai, Chartered Accountants, Kanpur, to conduct the Internal Audit of the functions and activities of the Company for the Financial Year 2023-24.

REPORTING OF FRAUDS

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

RELATED PARTY TRANSACTIONS

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

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

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS BY THE COMPANY

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

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

WHISTLE BLOWER POLICY

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

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

NOMINATION AND REMUNERATION POLICY

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

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

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

BOARD EVALUATION

The Board of Directors at its meeting held on March 13, 2024, has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act & SEBI Listing Regulations. Performance Evaluation of Independent Directors was done by the entire board, excluding the director being evaluated. The Evaluation Process was conducted through a structured questionnaire prepared after taking into consideration the various aspects laid down under the “Nomination, Remuneration and Board Diversity Policy” of the Company. The Board of Directors expressed satisfaction with the evaluation process.

In a separate meeting of Independent Directors held on March 27, 2024, the Independent Directors of the Company had evaluated the performance of non-independent directors and Board as whole. Independent Directors have also assessed the quality, quantity and timeliness of flow of information between the Company’s Management and the Board and recorded their satisfaction with the flow of information.

RISK MANAGEMENT

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

DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposit from public in terms of the provisions of Sections 73 and 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. During the year under review, the Company has not accepted any amount as unsecured loan from directors and no amount of unsecured loan from Directors was outstanding as on March 31, 2024.

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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

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

Further there was no Foreign Exchange earnings and out go.

PARTICULARS OF EMPLOYEES

As none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed, the requisite information as per Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 being inapplicable is not required to be given.

CORPORATE GOVERNANCE

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

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

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

GENERAL

During the year under review:

• The Company was not required to transfer any amount of profits to General Reserves.

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

• The Company has not issued any shares (including sweat equity shares) to employees of the Company under any scheme.

• There was no revision in the financial statements.

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

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

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

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Mar 31, 2016

The Directors have pleasure in presenting the Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31^st March, 2016.

Financial Results

The summarized financial results of your Company are given in the table below:

(Figures in Rs.)

Particulars	F.Y 2015-16	F.Y 2014-15
1. Revenue From Operation	14,005,701.00	95,036,173.00
2. Other Income	35,59,276.00	16,03,201.00
2. Depreciation	376,265.00	531,107.00
3. Profit/loss before tax	584,809.00	936,806.00
4. Profit after tax	420,569.00	668,593.00
5. Add previous year''s balance	(1,439,515.00)	(2,108,108.00)
6. Balance carried to balance sheet	(1,018,946.00)	(1,439,515.00)

Dividend

Keeping in view the performance we are unable to recommend dividend for the year under review.

Overview

The Turnover of the company has been reduced but net profit ratio (after tax) has been increased from 0.7% to 3% during the financial year. The Company earned its income mainly from marketing and distribution of steel products. The Company continues to reducing cost of borrowings, finding new markets, etc. We extended our geographical reach to the end users. The promoters of the company received an open offer from a real estate company SVP Builders (I) Ltd and it may diversify its business in to real estate and construction in the next year. Accordingly, the company has takeover a residential real estate project after taking approval from shareholders and change its object clause accordingly

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 52 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the year under review.

Details of significant and Material Orders passed by the Regulators, Courts and Tribunal

No significant and material order has been passed by the Regulators, Courts and Tribunals impacting the going concern status and Company''s operations in future.

Change in the nature of business, if any

There was no Change in the nature of business of the Company during the Financial Year ended March 31, 2016.

Material changes and commitments, if any, 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 are no material changes and commitments, affecting the financial position of the Company occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report other than those disclosed in the financial statements.

Directors Responsibility Statement

Pursuant to the Section 134 (1) (c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

b) 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 end the of the financial year and of the profits of the Company for the period.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis.

e) The internal financial controls to be followed by the Company were laid down and such internal financial controls were adequate and were operating effectively; and

f) 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.

Explanations or Comments by the Board on every Qualification, Reservation or Adverse Remark

No adverse remark given by Auditor.

Listing

The Company has paid Annual listing fees for the financial year 2015-16 and 2016-17 to the BSE Limited and custodian fees to NSDL and CDSL.

Corporate Governance

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated in Clause 52 of the Listing Agreement in both letter and spirit during the period under review. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders'' value.

The Company has complied with the Corporate Governance as stipulated under Clause 52 of the SME Listing Agreement with Stock Exchange.

A separate section on Corporate Governance, along with certificate from Statutory Auditors confirming compliance with the requirements of Clause 52 of the SME Listing Agreement with the BSE Limited (BSE), are annexed as Annexure "F"and forming part of the Annual Report.

Particulars of Contracts and Arrangements with Related Parties

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of all contracts / arrangements / transactions entered into by the Company with related parties during the financial year are in the ordinary course of business and on arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions and materiality of related party transactions.

Your Directors draw attention of the members to Note 23 to the Financial Statement which sets out related party disclosures. The particulars of contracts and arrangements entered into by the company with related parties referred to in Section 188 in Form AOC-2 is attached herewith as Annexure-B.

Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements

The Company has a robust and comprehensive Internal Financial Control System commensurate with the size, scale and complexity of its operations. The objective of these procedures is to ensure efficient use and protection of the Company''s resources, accuracy in financial reporting and procedures. The system encompasses the major processes to ensure reliability of financial reporting, compliance with the policies, procedures, laws and regulations safeguarding assets and economical and efficient use of resources. The policies and procedures adopted by the company ensure the orderly and efficient conduct of its business and adherence to the company''s policies, prevention and detection of frauds and errors, accuracy and completeness of the records and timely preparation of reliable financial information.

The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Managing Director.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Manoj Gupta And Mrs. Chameli Devi retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

The details of directors being recommended for appointment / re-appointment as required in clause 52 of the SME Listing Agreement are contained in the Notice convening the ensuing Annual General Meeting of the Company.

Appropriate resolution(s) seeking your approval to the appointment / re-appointment of Directors are also included in the Notice.

Declaration by Independent Director(s)

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149 (6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 52 of Listing Agreement, the Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of various Committees. The Independent Directors also carried out the evaluation of the Chairman and the Non-Independent Directors, the details of which covered in the Corporate Governance Report.

Criteria for Evaluation of Directors

For the purpose of proper evaluation, the Directors of the Company have been divided in 3 (three) categories i.e. Independent, Non-Independent and Non-Executive and Executive.

The criteria for evaluation includes factors such as engagement, strategic planning and vision, team spirit and consensus building, effective leadership, domain knowledge, management qualities, team work abilities, result/achievements, understanding and awareness, motivation/ commitment/ diligence, integrity/ ethics/ value and openness/ receptivity.

Number of Meetings of the Board of Directors

During the Financial year 2015-16, the Board of Directors of the Company met 8 times on 10^th April, 2015, 15^th May, 2015, 29^th May, 2015, 13^th August, 2015, 03^rd September,2015 ,21^st October,2015, 14^th November,2015 and 01^st February, 2016.

During the Financial year 2015-16, meeting of the Audit Committee held on 29^th May, 2015, 03^rd September,2015 14^th November,2015 and 01^st February,2016. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.

Audit Committee

The Audit Committee comprises three Directors, of which two are Non-Executive and Independent Directors.

The Chairman of the Committee is a Non-Executive Independent Director.

Composition of the Audit Committee as on 31^st March, 2016 is as under:

Name of the Director Category

Mr. Deepak Garg Non-Executive and Independent

(Chairman)

Mr. Pradeep Kumar Goel Non-Executive and Independent

Mr. Anju Gupta Managing Director

After the financial year end, the above directors resigned on 12^th April 2016 and new directors were appointed as there was change in management of the company due to open takeover offer by the SVP Builders (I) Ltd. Accordingly Composition of Audit committee was changed and at present it is as under:-

Name of the Director Category

Mr. Manish Kumar Singhal Non-Executive and Independent

(Chairman)

Mr. Ram Krishan Singal Non-Executive and Independent

Mr. Vijay Kumar Managing Director

Remuneration and Compensation Committee

In adherence of Section 178(1) of the Companies Act, 2013, Composition of the Committee as on 31^st March, 2016 is as under:

Name of the Director Category

Mr. Deepak Garg Non-Executive and Independent

(Chairman)

Mr. Manoj Gupta Non-Executive Director

Mr. Pradeep Kumar Goel Non-Executive and Independent

After the financial year end, the above directors resigned on 12^th April 2016 except Manoj Gupta and new directors were appointed as there was change in management of the company due to open takeover offer by the SVP Builders (I) Ltd. Accordingly Composition of Audit committee was changed and at present it is as under:-

Name of the Director Category

Mr. Ram krishan Singal Non-Executive and Independent

(Chairman)

Mr. Manoj Gupta Non-Executive Director

Mr. Manish Kumar Singhal Non-Executive and Independent

Details of establishment of Vigil Mechanism for Directors and Employees

In Compliance with the provision of Section 177(9) of the Companies Act, 2013 and Clause 52 of the listing Agreement, the Company has framed a vigil mechanism/Whistle Blower Policy to deal with the ethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern

Auditors and Auditor''s Report

A. Statutory Auditors: M/s VAPS & Co., Chartered Accountants, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and they have offered themselves for re-appointment. The certificate to the effect that if appointed would be within the prescribed limit under Section 141 of the Companies Act, 2013 has been obtained from them.

The observations of Statutory Auditors in their reports on financials are self-explanatory and therefore, do not call for any further comments under Section 134 of the Companies Act, 2013.

B. Secretarial Auditors: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed M/s Divya Agarwal & Associates, Company Secretaries, to conduct Secretarial Audit for Financial Year 2015-16. The Secretarial Audit Report for the Financial Year ended on 31^st March, 2016 is annexed herewith marked as Annexure "C" to this Report. The Secretarial Audit Report is self-explanatory and therefore, do not call for any further comments.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The company has given Loans/guarantee or provides security in connection with a loan to any other body corporate under Section 186 of the Companies Act, 2013 during the Financial Year 2015-16, which are given under respective head and the same is furnished in the notes to the Financial Statement.

Share Capital

The paid up equity share capital as on 31^st March, 2016 was Rs. 104,294,000. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity or bonus shares.

Extract of the Annual Return

The details forming part of the extract of the Annual Return in Form no. MGT-9 as required under Section 92 of the Companies Act, 2013 is annexed hereto as Annexure-"A" and forms part of the Director''s Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3) (m) of Companies Act, 2013 read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is annexed hereto as Annexure "E", forming part of this Report.

Particulars of Employees and related disclosures

Details pursuant to Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Annual Report and annexed herewith as Annexure "D".

Disclosure as per Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

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 in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. No complaint has been received for sexual harassment of women at work place by the Company during the financial year 2015-16.

Transfer to Investor Education and Protection Fund

Pursuant to the provisions of Section 125 (2) (c) of the Companies Act, 2013, the Company is not required to transfer any amount, during the financial year 2015-16 to the Investor Education and Protection Fund.

Acknowledgements

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, bankers, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants business associates, state government, local bodies and all the employees with whose help, co operation and hard work the Company is able to achieve the results.

The Board deeply acknowledges the trust and confidence placed by the customers of the Company and all its shareholders.

By the Order of the Board

Mahabir Metallex Limited

Place: New Delhi Vijay Kumar

Date: 30.08.2016 Managing Director

DIN:00369802

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March, 2015.

Financial Results

The summarized financial results of your Company are given in the table below:

(Figures in Rs.)

Particulars F.Y 2014-15 F.Y 2013-14

1. Operative & Other Income 95,036,173.00 -

2. Depreciation 531,107.00 -

3. Profit/loss before tax 936,806.00 160,891.00

4. Profit after tax 668,593.00 110,170.00

5. Add previous year's balance (2,108,108.00) (2,218,278.00)

6. Balance carried to balance sheet (1,439,515.00) (2,108,108.00)

Dividend

Keeping in view the performance we are unable to recommend dividend for the year under review.

Overview

The improvement has been achieved by the Company during the financial year. The Company earned its income mainly from marketing and distribution of steel products. The Company continues to reducing cost of borrowings, finding new markets, etc. We extended our geographical reach to the end users.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 52 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the year under review.

Details of significant and Material Orders passed by the Regulators, Courts and Tribunal No significant and material order has been passed by the Regulators, Courts and Tribunals impacting the going concern status and Company's operations in future.

Change in the nature of business, if any

There was no Change in the nature of business of the Company during the Financial Year ended March 31, 2015.

Material changes and commitments, if any, 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 are no material changes and commitments, affecting the financial position of the Company occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report other than those disclosed in the financial statements.

Directors Responsibility Statement

Pursuant to the Section 134 (1) (c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

b) 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 end the of the financial year and of the profits of the Company for the period.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis.

e) The internal financial controls to be followed by the Company were laid down and such internal financial controls were adequate and were operating effectively; and

f) 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.

Explanations or Comments by the Board on every Qualification, Reservation or Adverse Remark Pursuant to the observation of the Secretarial Auditor, regarding non-payment of Stamp duty, your Company has filed the application for the same.

Listing

Your Company has made a public issue of 39,00,000 equity shares of Rs.10/- each and listed its securities on SME Platform of BSE Limited, having nationwide terminals. The Company has paid Annual listing fees for the financial year 2014-15 and 2015-16 to the BSE Limited and custodian fees to NSDL and CDSL.

Corporate Governance

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated in Clause 52 of the Listing Agreement in both letter and spirit during the period under review. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders' value.

The Company has complied with the Corporate Governance as stipulated under Clause 52 of the SME Listing Agreement with Stock Exchange.

A separate section on Corporate Governance, along with certificate from Statutory Auditors confirming compliance with the requirements of Clause 52 of the SME Listing Agreement with the BSE Limited (BSE), are annexed as Annexure "F" and forming part of the Annual Report.

Particulars of Contracts and Arrangements with Related Parties Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of all contracts / arrangements / transactions entered into by the Company with related parties during the financial year are in the ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions and materiality of related party transactions.

Your Directors draw attention of the members to Note 23 to the Financial Statement which sets out related party disclosures. The particulars of contracts and arrangements entered into by the company with related parties referred to in Section 188 in Form AOC-2 is attached herewith as Annexure-B.

Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements The Company has a robust and comprehensive Internal Financial Control System commensurate with the size, scale and complexity of its operations. The objective of these procedures is to ensure efficient use and protection of the Company's resources, accuracy in financial reporting and procedures. The system encompasses the major processes to ensure reliability of financial reporting, compliance with the policies, procedures, laws and regulations safeguarding assets and economical and efficient use of resources. The policies and procedures adopted by the company ensure the orderly and efficient conduct of its business and adherence to the company's policies, prevention and detection of frauds and errors, accuracy and completeness of the records and timely preparation of reliable financial information.

The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Manoj Gupta, retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

The details of directors being recommended for appointment / re-appointment as required in clause 52 of the SME Listing Agreement are contained in the Notice convening the ensuing Annual General Meeting of the Company.

Appropriate resolution(s) seeking your approval to the appointment / re-appointment of Directors are also included in the Notice.

Declaration by Independent Director(s)

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149 (6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 52 of Listing Agreement, the Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of various Committees. The Independent Directors also carried out the evaluation of the Chairman and the Non-Independent Directors, the details of which covered in the Corporate Governance Report.

Criteria for Evaluation of Directors

For the purpose of proper evaluation, the Directors of the Company have been divided in 3 (three) categories i.e. Independent, Non-Independent and Non-Executive and Executive.

The criteria for evaluation includes factors such as engagement, strategic planning and vision, team spirit and consensus building, effective leadership, domain knowledge, management qualities, team work abilities, result/achievements, understanding and awareness, motivation/ commitment/ diligence, integrity/ ethics/ value and openness/ receptivity.

Number of Meetings of the Board of Directors

During the Financial year 2014-15, the Board of Directors of the Company met 13 times on 27th April, 2014, 3rd July, 2014, 5th August, 2014, 30th August, 2014, 3rd September, 2014, 8th September, 2014, 25th September, 2014, 30th September, 2014, 25th October, 2014, 17th December, 2014, 18th December, 2014, 5th January, 2015 and 16th February, 2015.

During the Financial year 2014-15, meeting of the Audit Committee were held on 30th August, 2014. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.

Audit Committee

The Audit Committee comprises three Directors, of which two are Non-Executive and Independent Directors. The Chairman of the Committee is a Non-Executive Independent Director. Composition of the Audit Committee as on 31st March, 2015 is as under:

Name of the Director Category

Mr. Deepak Garg Non-Executive and Independent

(Chairman)

Mr. Pradeep Kumar Goel Non-Executive and Independent

Mr. Anju Gupta Managing Director

Remuneration and Compensation Committee

In adherence of Section 178(1) of the Companies Act, 2013, Composition of the Committee as on 31st March, 2015 is as under:

Name of the Director Category

Mr. Deepa Garg Non-Executive and Independent

(Chairman)

Mr. Manoj Gupta Non-Executive Director

Mr. Pradeep Kumar Goel Non-Executive and Independent

Details of establishment of Vigil Mechanism for Directors and Employees

In Compliance with the provision of Section 177(9) of the Companies Act, 2013 and Clause 52 of the listing Agreement, the Company has framed a vigil mechanism/Whistle Blower Policy to deal with the ethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Vigil Mechanism is adopted by the Board of Directors on their meeting held on August 30, 2014.

Auditors and Auditor's Report

A. Statutory Auditors: M/s VAPS & Co., Chartered Accountants, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and they have offered themselves for re-appointment. The certificate to the effect that if appointed would be within the prescribed limit under Section 141 of the Companies Act, 2013 has been obtained from them.

The observations of Statutory Auditors in their reports on financials are self-explanatory and therefore, do not call for any further comments under Section 134 of the Companies Act, 2013.

B. Secretarial Auditors: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed M/s Rashi Sehgal & Associates, Company Secretaries, to conduct Secretarial Audit for Financial Year 2014-15. The Secretarial Audit Report for the Financial Year ended on 31st March, 2015 is annexed herewith marked as Annexure "C" to this Report. The Secretarial Audit Report is self-explanatory and therefore, do not call for any further comments.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 The company has given Loans/guarantee or provides security in connection with a loan to any other body corporate under Section 186 of the Companies Act, 2013 during the Financial Year 2014-15, which are given under respective head and the same is furnished in the notes to the Financial Statement.

Share Capital

The paid up equity share capital as on 31st March, 2015 was Rs. 104,294,000. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity or bonus shares. The Company has made a public issue of 39,00,000 equity shares of face value of Rs. 10 each fully paid for cash at a price of Rs. 10 per Equity Share aggregating to Rs. 390.00 Lakhs Extract of the Annual Return The details forming part of the extract of the Annual Return in Form no. MGT-9 as required under Section 92 of the Companies Act, 2013 is annexed hereto as Annexure-"A" and forms part of the Director's Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3) (m) of Companies Act, 2013 read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is annexed hereto as Annexure "E", forming part of this Report.

Particulars of Employees and related disclosures

Details pursuant to Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Annual Report and annexed herewith as Annexure "D".

Disclosure as per Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 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 in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. No complaint has been received for sexual harassment of women at work place by the Company during the financial year 2014-15.

Transfer to Investor Education and Protection Fund

Pursuant to the provisions of Section 125 (2) (c) of the Companies Act, 2013, the Company is not required to transfer any amount, during the financial year 2014-15 to the Investor Education and Protection Fund.

Acknowledgements

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, bankers, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants business associates, state government, local bodies and all the employees with whose help, co operation and hard work the Company is able to achieve the results.

The Board deeply acknowledges the trust and confidence placed by the customers of the Company and all its shareholders.

By the Order of the Board

Mahabir Metallex Limited

Place: New Delhi Anju Gupta

Date: 03.09.2015 Managing Director