Directors Report of Ganesh Green Bharat Ltd.

Mar 31, 2024

Your directors have the pleasure of presenting the Report of the Board of Directors
on the affairs of GANESH GREEN BHARAT LIMITED ("Company") together with the
Audited Financial Statements for the financial year ended on March 31, 2024.
Further, in compliance with the Companies Act, 2013 the company has made all
requisite disclosures in this Report with the objective of accountability and
transparency in its operations and to make you aware about the Company''s
performance and future prospects.

FINANCIAL SUMMARY

The financial performance of the Company is summarized below;

( Rs.in Lacs)

STANDALONE:

Particulars	2023-2024	2022-2023
Total Revenue	1,66,70.15	85,73.05
Profit /(Loss) Before Tax	1,965.40	1,101.03
Less: Tax Expenses Current Tax Deferred Tax	502.00 (2.78)	291.17 (4.52)
Profit/(Loss) After Taxation	14,40.40	814.38
Less: Tax paid for earlier years	25.78	0.00
Profit After Tax	14,40.40	814.38
Balance carried to Balance Sheet	14,40.40	814.38

(Rs.in Lacs)

Particulars	2023-2024	2022-2023
Total Revenue	17,196.48	9,060.86
Profit /(Loss) Before Tax	2839.39	1,101.80
Less: Tax Expenses Current Tax Deferred Tax	639.83 (11.91)	2,91.17 (4.52)
Less: Tax paid for earlier years	25.78	0.00
Profit after Tax before Minority Interest	2185.69	815.15
Minority Interest in Post-Acquisition Profit	194.47	0.00
Profit After Tax	1991.22	815.15
Balance carried to Balance Sheet	1991.22	815.15

FINANCIAL HIGHLIGHTS AND OPERATION

The Highlights of the Company''s performance (Standalone) for year ended March
31, 2024 are as under:

The Key highlights pertaining to the business of the company for the year 2023-2024
and period subsequent there to have been given hereunder:

• The Company has reported total income of INR 1,66,70.15 Lacs for Financial
Year 2023-2024 as compared to total revenue of INR 85,73.05 Lacs in
previous year.

• The Net Profit after tax including other comprehensive income stood at INR
14,40.40 Lacs for the Financial Year 2023-2024 as against INR 814.38 Lacs in
the previous year.

The Highlights of the Company''s performance (Consolidated) for year ended
March 31, 2024 are as under:

The Key highlights pertaining to the business of the company for the year 2023-
2024 and period subsequent there to have been given hereunder:

• The Company has reported total income of INR 17,196.48 Lacs for Financial
Year 2023-2024 as compared to total revenue of INR 9,060.86 Lacs in
previous year.

* The Net Profit after tax including other comprehensive income stood at INR
1991.22 Lacs for the Financial Year 2023-2024 as against 815.15 Lacs in the
previous year.

DIVIDEND

The Board of Directors haven''t recommended any Dividend for the financial year
ended March 31, 2024.

DEPOSITS

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

RESERVES

Your directors propose to carry Rs. 14,40.40 Lacs being the profit for the current year
in the Balance Sheet during the financial year ended March 31, 2024.

CAPITAL STRUCTURE

Your Company''s Equity Share Capital position as at the beginning of the Financial
Year 2023-24 (i.e., as on April 1, 2023) and as at the end of the said Financial Year
(i.e., as on March 31, 2024) was as follows:

Particulars	Authorized Share capital		Issued, Subscribed and Paid up Share Capital
As on April 1,2023	No. of Shares	Total Amount	No. of Shares	Total Amount
Equity Shares of Rs.10/- each	12,00,000	1,20,00,000	12,00,000	1,20,00,000
Total	12,00,000	1,20,00,000	12,00,000	1,20,00,000
As on March 31, 2024	No. of Shares	Total Amount	No. of Shares	Total Amount
Equity Shares of Rs.10/- each	25,000,000	25,00,00,000	1,82,10,000	18,21,00,000
Total	25,000,000	25,00,00,000	1,82,10,000	18,21,00,000

During the financial year, your Company had come up with right issue of 14000
equity share of Rs, 10/- each at price of Rs. 1544.50 each per equity share (including
premium of Rs. 1534.50) to Mr. Dhanjibhai Narsinhbhai Patel, Shareholder of the
Company.

During the financial year, your Company had come up with Bonus issue of 16996000
equity shares of Rs. 10/- each at par allotted to member holding equity shares in
proportion to 14 bonus shares for one existing fully paid equity share held by such
• member.

INDUSTRY SCENARIO AND STATE OF COMPANY''S AFFAIRS

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

During the Financial Year 2023-2024, the Company has achieved total revenue of Rs.
1,66,70.15 Lacs as compared to total revenue of INR 85,73.05 Lacs in previous year.

The Profit after Tax of the Company for Financial Year 2023-2024 is Rs. 14,40.40
Lacs as compared to Profit after Tax of INR 8,14.38 Lacs in previous year.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the
financial year 2023-2024.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END
OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. DIRECTORS:

The Board of Directors of your Company comprised of the following Directors, as on
March 31, 2024:

Mr. Ketanbhai Narsinhbhai Patel	Chairman and Managing Director
Mr. Rajendrakumar Narsinhbhai Patel	Wholetime Director
Mr. Niravkumar Sureshbhai Patel	Wholetime Director
Mr. Shilpaben Ketanbhai Patel	Non-Executive and Non- Independent Director
Mr. Sahil Bipin Gala	Non-Executive and Independent Director
Mrs. Palak Jagatbhai Shah	Non-Executive and Independent Director

The following changes have taken place in the Directors of your Company during the
Financial Year 2023-24 and till the date of this Report:

Sr. No.	Name of Director	Particular of Change
1	Mr. Ketanbhai Narsinhbhai Patel Din: 07499411	Mr. Ketanbhai Narsinhbhai Patel was appointed as Managing Director by the Board of Directors of the Company at its Meeting held on October 25, 2023, to hold office for a term of 3 (Three) years commencing from October 25, 2023 upto October 24, 2026, subject to the approval of the Shareholders. The Shareholders'' approval was obtained by a Special Resolution passed at the Extraordinary General Meeting held on October 25, 2023 at shorter notice.
2	Mr. Rajendrakumar Narsinhbhai Patel Din: 07498445	Mr. Rajendrakumar Narsinhbhai Patel was appointed as Wholetime Director by the Board of Directors of the Company at its Meeting held on October 25, 2023, to hold office for a term of 3 (Three) years commencing from October 25, 2023 upto October 24, 2026, subject to the approval of the Shareholders. The Shareholders'' approval was obtained by a Special Resolution passed at the Extraordinary General Meeting held on October 25, 2023 at shorter notice.
		In accordance with the provisions of Section 152 of Companies Act, 2013, Mr. Rajendrakumar Narsinhbhai Patel ,Executive Directors, were liable for retire by rotation at the 5th Annual General Meeting (AGM) of the Company on 6th May, 2024 and being eligible and having offered themselves for re-appointment, were re-appointed at the said AGM.
3	Mr. Niravkumar Sureshbhai Patel Din: 07498377	Mr. Niravkumar Sureshbhai Patel was appointed as Wholetime Director by the Board of Directors of the Company at its Meeting held on October 25, 2023, to hold office for a term of 3 (Three) years commencing from October 25, 2023 upto October 24, 2026, subject to the approval of the Shareholders. The Shareholders'' approval was obtained by a Special Resolution passed at the Extraordinary General Meeting held on October 25, 2023 at shorter notice.

4	Mrs. Shilpaben Ketanbhai Patel Din: 10316276	Mrs. Shilpaben Ketanbhai Patel was appointed as Non-Executive and Non- Independent Director by a Special Resolution passed at the Extraordinary General Meeting of the Company held on October 25, 2023 at shorter notice.
5	Mr. Sahil Bipin Gala Din: 08132442	Mr. Sahil Bipin Gala was appointed as Non- Executive and Independent Director by a Ordinary Resolution passed at the Extraordinary General Meeting of the Company held on October 25, 2023 at shorter notice.
6	Mrs. Palak Jagatbhai Shah Din: 10168539	Mrs. Palak Jagatbhai Shah was appointed as Non-Executive and Independent Director by a Ordinary Resolution passed at the Extraordinary General Meeting of the Company held on October 25, 2023 at shorter notice.

2. DECLARATION BY THE INDEPENDENT DIRECTORS

In opinion of the Board of Directors of your Company, the following Independent
Directors of the Company, who have been appointed during the Financial Year 2023-
24, possess the requisite integrity, expertise, and experience:

Sr. No.	Name of Director	Term of 5 year for Appointment
		From	To
1	Mr. Sahil Bipin Gala	October 25, 2023	October 24, 2028
2	Mrs. Palak Jagatbhai Shah	October 25, 2023	October 24, 2028

The Company has received declarations from all the Independent Directors
confirming that they meet the criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013 (as may be amended from time to time).All the
Independent Directors of your Company have complied with the Code for
Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The Independent Directors of the Company have confirmed that they have enrolled
themselves in the Independent Directors'' Databank maintained with the Indian

Institute of Corporate Affairs (''IICA'') in terms of Section 150 of the Act read with
Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

3. KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Act, and the Rules made thereunder, following are the
Key Managerial Personnel of the Corrmanv as on March 31. 2024:

Sr. No.	Name	Change in Designation	Date of Appointment as a KMP
1.	Ketanbhai Narsinhbhai Patel	Managing Director	25/10/2023
2.	Rajendrakumar Narsinhbhai Patel	Wholetime Director	25/10/2023
3.	Niravkumar Sureshbhai Patel	Wholetime Director	25/10/2023

During the year under review Mr. Krunolkumor Doyoljibhoi Shnh hn.i been nppninted
as Chief Financial Officer, a Key Managerial Personnel of the Company with effect
from 25^th October, 2023 and Miss Palakben Mahesh Joshi has been appointed as
Company Secietaiy, a Key Manayeiial Peisumiel uf the Cumpaiiy with effect fiuui
25^th October, 2023.

MEETINGS OF THE BOARD OF DIRECTORS

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

Date	Board Strength	No. of Directors present
29/04/2023	3	3
30/06/2023	3	3
25/07/2023	3	3
02-09-2023	3	3
05-09-2023	3	3
12-09-2023	3	3
15-09-2023	3	3
18-09-2023	3	3
26-09-2023	3	3

09-10-2023	3	3
10-10-2023	3	3
11-10-2023	3	3
12-10-2023	3	3
14-10-2023	3	3
25-10-2023	3	3
27-10-2023	6	6
31-10-2023	6	6
21-12-2023	6	6
26-12-2023	6	6
16-01-2023	6	6
01-02-2024	6	6
04-03-2024	6	6
07-03-2024	6	6
11-03-2024	6	6
12-03-2024	6	6
23-03-2024	6	6

AUDIT COMMITTEE

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of
the Companies (Meetings of Board & Its Powers) Rules, 2014 and your Company has
constituted an Audit Committee of the Board of Directors, comprising of the following
Directors as on March 31, 2024:

Name	Position in the Committee	Designation
Smt. Palak Jagatbhai Shah	Chairman	Non-executive and Independent Director
Sahil Bipin Gala	Member	Non-executive and Independent Director
Rajendrakumar Narsinhbhai Patel	Member	Whole Time Director

There were 3 (Three) Meetings of the Audit Committee held during the Financial Year
2023-24, (i.e. December 26, 2023, January 13, 2024 and January 16, 2024). The
Chief Financial Officer attends the Audit Committee Meetings as Invitees. The
Company Secretary attends and acts as Secretary to the Audit Committee. The Audit

Committee makes observations and recommendations to the Board of Directors,
which are noted and accepted by the Board.

During the Financial Year 2023-24, all recommendations made by the Audit
Committee to the Board of Directors were accepted by the Board and there were no
instances where the recommendations were not accepted.

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

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

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

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

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

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

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

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

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

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

vi. Disclosure of any Related Party Transactions;

vii. Qualifications in the draft Audit Report;

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

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

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

• Scrutiny of Inter - Corporate Loans and Investments;

• Evaluations of Internal Financial Controls and Risk Management Systems;

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

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

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

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

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

• Reviewing the functioning of the whistle blower mechanism;

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

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the
Companies (Meetings of Board & Its Powers) Rules, 2014 and your Company has
constituted a Nomination and Remuneration Committee of the Board of Directors,
comprising of the following Directors as on March 31, 2024:

Name	Position in the Committee	Designation
Sahil Bipin Gala	Chairman	Non-executive and Independent Director
Palak Jagatbhai Shah	Member	Non-executive and Independent Director
Shilpaben Ketanbhai Patel	Member	Non-Executive Director

There was 1 (One) Meeting of the Nomination and Remuneration Committee held
during the Financial Year 2023-24 (i.e. 26 December, 2023). The Company Secretary
is the Secretary to the Nomination and Remuneration Committee.

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

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

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

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

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

• devising a policy on diversity of our Board;

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

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

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

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

STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, your
Company has constituted a Stakeholders'' Relationship Committee of the Board of
Directors, comprising of the following Directors as on March 31, 2024:

Name	Position in the Committee	Designation
Shilpaben Ketanbhai Patel	Chairman	Non-Executive Director
Palak Jagatbhai Shah	Member	Non-Executive Director and Independent Director
Ketanbhai Narsinhbhai Patel	Member	Managing Director

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

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

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

• Status of dematerialization/rematerialization of shares;

• Issue of duplicate share certificates;

• Monitor and Track redressal of Investor complaints;

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

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

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the
Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has
reconstituted a Corporate Social Responsibility (CSR) Committee of the Board of
Directors, comprising of the following Directors as on March 31, 2024:

Name of the Director	Status in Committee	Nature of Directorship
Sahil Bipin Gala	Chairman	Non-executive and Independent Director
Rajendrakumar Narsinhbhai Patel	Member	Whole Time Director
Ketanbhai Narsinhbhai Patel	Member	Managing Director

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

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

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

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

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

DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE
5(21 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL! RULES. 2014:

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

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

During the financial year the Company had only one Joint Venture namely PIGL GEPL
JV. The Company has 50% share in profits of PIGL GEPL JV. Your Company had One
Subsidiary Company i.e. Souraj Energy Private Limited during the Financial Year, in
which your Company holds 74% as on March 31, 2024. The Company does not have
any associate Company. A report on the financial position of the Subsidiary Company
and joint venture as per Section 129(3) of the Companies Act, 2013 is provided in
Form AOC-1 enclosed to the Financial Statements of the Company.

DEPOSITS

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

(a) accepted during the year: NIL

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

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

(i) at the beginning of the year: NIL

(ii) maximum during the year: NIL
(ill) at the end of the year: NIL

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

AUDITORS

Pursuant to provisions of Section 139 and other applicable provisions and relevant
rules of the Companies Act, 2013, D.G. Patel &.CO., Chartered Accountants,
Ahmedabad (Firm Registration No: 113866W) were appointed as the auditors of the
Company for a term of five consecutive years i.e. from the year 2020 to the year
2025.

However, M/s D.G. Patel &CO., Chartered Accountants, Ahmedabad (Firm
Registration No: 113866W) vide his letter dated 21/10/2023 has resigned as the
Statutory Auditors of the Company.

The Board of Directors, noted and accepted the resignation of M/s D.G. Patel &CO.,
Chartered Accountants, Ahmedabad (Firm Registration No: 113866W). Further,
Board approved the appointment M/s. K.C. PARIKH & Associates, Chartered
Accountants, Surendranagar having (Firm Registration No. 107550W) to fill the

casual vacancy subject to the approval of shareholders in the extra-ordinary general
meeting which was held on 25^th October, 2023. The Shareholders approved
appointment of new auditors to hold office till the 5th Annual General Meeting of the
Company. Accordingly, their tenure comes to end at this Annual General Meeting.

The Board of Directors of the Company has recommended the re-appointment of
M/s. K.C. PARIKH & Associates, Chartered Accountants, Surendranagar (Firm
Registration No. 107550W) as the Statutory Auditors of the Company, subject to
shareholder''s approval, to hold office for a term of 5 consecutive years from the 5th
Annual General Meeting till the conclusion of 10th Annual General to be held in the
year 2029. However, their terms of appointment and remuneration shall be ratified
by the members of the Company in the ensuring AGM.

AUDITORS'' REPORT

There is no qualification, reservation or adverse remarks or disclaimer made by the
auditors in their report.

REPORTING OF FRAUDS

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

SECRETARIAL AUDIT REPORT

The requirement of obtaining a Secretarial Audit Report from the practicing company
secretary is not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

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

As per the provision of Section 135 of the Companies Act, 2013 was required to
spend INR.18,53,306 during the F.Y. 2023-24 and the same has spent on the area
mentioned under Schedule VII of Companies Act,2013.

Annual report on CSR activities is enclosed as Annexure "A" to this report.

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

RISK MANAGEMENT POLICY

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

LOAN FROM DIRECTORS OR THEIR RELATIVES

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

(Rs in Lakhs)

Name of the Directors/Relatives	Designation	Loan Amount
NIRAVKUMAR SURESHBHAI PATEL	Director	73.15
RAJENDRAKUMAR NARSINHBHAI PATEL	Director	3,69.04
KETANBHAI NARSINHBHAI PATEL	Chairman & MD	921.29

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE
RELATED PARTIES

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

INTERNAL CONTROL SYSTEMS

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

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

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

• Compliance with applicable laws, regulations and management policies.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

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

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

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

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

Steps taken for conservation	No Specific measures were taken
Steps taken for utilizing alternate sources of energy	NIL
Capital investment on energy conservation equipments	581.19 (Investment in Solar PV Module production machinery)

(B) Technology absorption-

Efforts made for technology absorption	No Research and development was carried out during the year under report
Benefits derived	Not Applicable
Expenditure on Research (^Development, if any	Capital & Revenue Expenditure -NIL
Details nf terhnnlngy imported, if any	Not Applicable
Yoar of import	Not Applicable
Whether imported technology fully absorbed	Not Applicable
Areas where absorption of imported technology has not taken place, if any	Not Applicable

FOREIGN EXCHANGE EARNINGS & OUTGO

The Company has incurred expenditure in foreign currency amounting to Rs.581.94
Lakhs (Professional fees plus value of import capital goods on CIF basis) (Previous
Year: NIL) and has earned income in foreign currency amounting to Rs. 9.11 Lakhs
during the year (Previous Year: Nil).

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

b) that the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company at the end of
the financial year and the profit or loss of the Company for the period ended
31.03.2024;

c) that the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act
2013, for safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;

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

e) That the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION & REDRESSAL1 ACT. 2013

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

INTERNAL COMPLAINTS COMMITTEE UNDER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL¹) ACT.
2013

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

MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013.

SECRETARIAL STANDARDS

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

ANNUAL RETURN

Pursuant to the Provisions of Section 134(3)(a) and Section 92 of the Act read with
Rule 12 of the Companies (Management and Administration)Rules, 2014, Annual
Return of the Company as at March 31, 2024 is available on your Company''s website
at https://ganeshgreen.com

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016 f31 OF 20161 DURING THE YEAR
ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

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

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

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

ACKNOWLEDGEMENT

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

By Order of the Board of Directors

For, GANESH GREEN BHARAT LIMITED ---v

/ . /? / ----

c=U r

Name : Ketanbhai Narsinhbhai Patel Rajendrakumar Narsinhbhai Patel

Designation : Director Director

DIN: 07499411 DIN: 07498445

Place: Ahmedabad
Date: 26.04.2024