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, 2026.
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;

STANDALONE:

CONSOLIDATED:

FINANCIAL HIGHLIGHTS AND OPERATION

The Highlights of the Company''s performance (Standalone) for year ended March
31, 2026 are as under:

The Key highlights pertaining to the business of the company for the year 2025¬
2026 and period subsequent there to have been given hereunder:

• The Company has reported total income of INR 1,06,472.96 Lacs for
Financial Year 2025-2026 as compared to total revenue of INR 31,491.19
Lacs in previous year.

• The Net Profit after tax including other comprehensive income stood at INR
7514.90 Lacs for the Financial Year 2025-2026 as against 2961.59 Lacs in
the previous year.

The Highlights of the Company''s performance (Consolidated) for year ended
March 31, 2026 are as under:

The Key highlights pertaining to the business of the company for the year 2025¬
2026 and period subsequent there to have been given hereunder:

• The Company has reported total income of 106759.83 for Financial Year
2025-2026 as compared to total revenue of INR 32175.93 in previous
year.

• The Net Profit after tax including other comprehensive income stood at INR
7518.29 Lacs for the Financial Year 2025-2026 as against INR 3022.25 Lacs
in the previous year.

UTILIZATION OF FUNDS THROUGH IPO

The Company has raised funds from the public through IPO in the year under
review. The Company had issued Prospectus dated 10th July,2024 for raising funds
through the Initial Public Offer (IPO)/Issue of equity shares. Accordingly, the
Company had made the IPO through 100% Book Built Issue and raised Rs.
12522.90Lacs by issuing 65,91,000 Equity Shares of Rs. 10 each of the Company
for at issue price of Rs. 190/- per Equity share (including a Premium of Rs. 180/-
per Equity share).The total proceeds of IPO were planned with certain objects ,as
more particularly stated and described under section titled ''Objects of the Issue''
on Page 71 of the Prospectus.

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

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

During the year, the proceeds of the Initial Public Offer have been fully utilized by
the company upto the period ended as on 30.06.2025. There is no Standard
deviation in objects for which funds raised from IPO.

DIVIDEND

The Board of Directors have recommended any Dividend for the financial year
ended March 31, 2026. The Dividend Distribution Policy, in terms of Regulation 43A
of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is available on the
Company''s website at www.ganeshgreen.com

Taking into consideration the stable performance of your Company and in
recognition of the trust in the management by the members of the Company, your
Directors had declared interim dividends at Rs. 0.50/- per Equity Share of the Face
Value Rs. 10.

The interim dividend declared by the Board of Directors is proposed to be confirmed
as final dividend by the Shareholders in the ensuing Annual General Meeting.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

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

for a period of seven years from the date of transfer of such unpaid dividend to the
said account. Therefore, there were no funds which were required to be transferred
to Investor Education and Protection Fund.

DEPOSITS

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

RESERVES

Your directors propose to carry Rs. 7514.90 Lacs being the profit for the current
year in the Balance Sheet during the financial year ended March 31, 2026.

CAPITAL STRUCTURE

Your Company''s Equity Share Capital position as at the beginning of the Financial
Year 2025-26 (i.e., as on April 1, 2025) and as at the end of the said Financial Year
(i.e., as on March 31, 2026) was as follows:

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

INDUSTRY SCENARIO AND STATE OF COMPANY''S AFFAIRS

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

During the Financial Year 2025-2026, the Company has achieved total revenue of
Rs. 106472.96 Lacs as compared to total revenue of INR 31,491.19 Lacs in previous
year. The Profit after Tax of the Company for Financial Year 2025-2026 is INR
7514.90 Lacs as compared to Profit after Tax of INR 2,961.59 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 2025-2026.

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, 2026:

All the directors of the Company have confirmed that they satisfy the criteria as
prescribed under the applicable regulations and that they are not disqualified from
being appointed as directors in terms of Section 164(2) of the Companies Act, 2013
Mr. Ketanbhai Narsinhbhai Patel (DIN: 07499411), Director is retiring by rotation
at the ensuing 7^th Annual General Meeting of the Company, being eligible seeks re¬
appointment and had given his consent to act as Director of the Company.

Reappointment of Mr. Ketanbhai Narsinhbhai Patel (DIN: 07499411) as Managing
Director, Mr. Rajendrakumar Narsinhbhai Patel (DIN: 07498445) as Whole Time
Director, Reappointment of Mr. Niravkumar Sureshbhai Patel (DIN: 7498377) as
Whole Time Director of the Company for a further period of 3 years with effect from
25^thOctober,2026 to 24^th October ,2029 (both days inclusive) as recommended by
Nomination and Remuneration Committee subject to the approval of the Shareholders
in ensuing AGM Meeting.

2. DECLARATION BY THE INDEPENDENT DIRECTORS

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

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

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

3. KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Act, and the Rules made thereunder, following are
the Key Managerial Personnel of the Company as on March 31, 2026:

MEETINGS OF THE BOARD OF DIRECTORS

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

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

AUDIT COMMITTEE

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of
the Companies (Meetings of Board & Its Powers) Rules, 2014 and your Company
has constituted an Audit Committee of the Board of Directors on 25^th October,2023,
comprising of the following Directors as on March 31, 2026:

During the year 11 (Eleven) meetings of the Audit Committee were held, the dates
and attendance are as follows:

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

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

During the Financial Year 2025-26, all recommendations made by the Audit
Committee to the Board of Directors were accepted by the Board and there were
no instances where the recommendations were not accepted.

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

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

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

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

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

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

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

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

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

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

vi. Disclosure of any Related Party Transactions;

vii. Qualifications in the draft Audit Report;

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

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

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

• Scrutiny of Inter - Corporate Loans and Investments;

• Evaluations of Internal Financial Controls and Risk Management Systems;

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

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

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

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

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

• Reviewing the functioning of the whistle blower mechanism;

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

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of
the Companies (Meetings of Board & Its Powers) Rules, 2014 and your Company
has constituted a Nomination and Remuneration Committee of the Board of
Directors, on 25^th October,2023, comprising of the following Directors as on March
31, 2026:

During the year 3 (Three) meetings of the Nomination and Remuneration
Committee were held, the dates and attendance are as follows:

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

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

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

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

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

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

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

• devising a policy on diversity of our Board;

• identifying persons, who are qualified to become directors or who may be

appointed in senior management in accordance with the criteria laid down,
recommending to the Board their appointment and removal and carrying out
evaluation of every director''s performance;

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

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

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

STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, your
Company has constituted a Stakeholders'' Relationship Committee of the Board of
Directors, on 25^th October,2023, comprising of the following Directors as on March
31, 2026:

During the year 4 (Two) meetings of the Stakeholders'' Relationship Committee
were held, the dates and attendance are as follows:

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.

Details of Investor Complaints

Details of complaints received and resolved to the satisfaction of the Shareholders
by the Company during Financial Year 2025-26 are given below. During the year
under review, no investor complaints were received by the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the
Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has
reconstituted a Corporate Social Responsibility (CSR) Committee of the Board of
Directors, on 25^th October,2023, comprising of the following Directors as on March
31, 2026:

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

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

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

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

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

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

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

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

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

The separate meeting of Independent Directors was held on 31^st March, 2026 to
review the performance of Non-Independent Directors and the Board as a whole,
to review the performance of the Chairman and to assess the quality, quantity and
timeliness of flow of information between the company management and the Board
and its members that is necessary for the Board to effectively and reasonably
perform their duties.

NOMINATION AND REMUNERATION POLICY

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

PARTICULAR OF EMPLOYEES

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

The statement containing top ten employees in terms of remuneration drawn and
the particulars of employees as required under Section 197(12) of the Act read with
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, is provided in a separate annexure forming part of this
report. In terms of Section 136 of the Act, the said annexure will be for inspection.

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

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

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

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

During the financial year the Company had only one Joint Venture namely PIGL
GEPL JV. The Company has 50% share in profits of PIGL GEPL JV. Your Company
had One Subsidiary Company i.e. Souraj Energy Private Limited during the
Financial Year, in which your Company holds 74% as on March 31, 2026. The
Company does not have any associate Company. A report on the financial position
of the Subsidiary Company and joint venture as per Section 129(3) of the
Companies Act, 2013 is provided in Form AOC-1 enclosed to the Financial
Statements of the Company.

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

Policy for Material Subsidiary:

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

DEPOSITS

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

(a) accepted during the year: NIL

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

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

(i) at the beginning of the year: NIL

(ii) maximum during the year: NIL

(iii) at the end of the year: NIL

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

AUDITORS

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

The Board of Directors, noted and accepted the resignation of M/s. K.C. PARIKH &
Associates, Chartered Accountants, Surendranagar having (Firm Registration No.
107550W) on 10^th June,2025. Further, Board approved the appointment on 10^th
June,2025 of M/s D.G. Patel &CO., Chartered Accountants, Ahmedabad (Firm
Registration No: 113866W),as Statutory auditors of the Company to fill the casual

vacancy caused by resignation of M/s. K.C. PARIKH & Associates, Chartered
Accountants, Surendranagar(Firm Registration No. 107550W), who hold office until
the conclusion of the 6th Annual General Meeting of the Company subject to the
approval of shareholders.

M/s D.G. Patel &CO., Chartered Accountants, Ahmedabad (Firm Registration No:
113866W has appointed as the Statutory Auditor of the Company for a term of 5
(five) consecutive years from the conclusion of 6th Annual General Meeting till the
conclusion of the 11^th Annual General Meeting with approval of Board of
Shareholder as on 5th August 2025 at 6^th AGM of the Company in accordance with
the conditions prescribed under Sections 139 and 141 of the Act.

AUDITORS'' REPORT

The Audit Report on the Financial Statements of the Company for the financial year
ended 31st March, 2026 read with relevant notes thereon are self-explanatory and
there is no qualification, reservation or adverse remarks or disclaimer made by the
auditors in their report.

REPORTING OF FRAUDS

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

SECRETARIAL AUDIT REPORT

In terms of the provision of the Section 204 of the Act read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
had appointed M/s Nirav Soni & Co., Practicing Secretaries, Ahmedabad, as the
Secretarial Auditor for conducting the Secretarial Audit of your Company for the
Financial Year ended March 31, 2026.

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

During the course of our Secretarial Audit, it was observed that the Company had filed a
suo-moto application for adjudication under Section 454 of the Companies Act, 2013, in
respect of non-compliance with the provisions of Section 135 of the Act, relating to the non¬
transfer of the unspent Corporate Social Responsibility (CSR) amount to a fund specified in
Schedule VII of the Act within the prescribed period.

The Registrar of Companies, Ahmedabad, vide Adjudication Order dated 11th July, 2024,
imposed a penalty on the Company in respect of the aforesaid non-compliance. The
Company thereafter filed an appeal in Form ADJ vide SRN AB0488031 before the Regional
Director, North-Western Region under Section 454(5) of the Act. The said appeal was
dismissed by the Regional Director, North-Western Region, vide Order No. RD(NWR) Sec
454/135/2025/3696 dated 13^th November, 2025, and the penalty imposed by the Registrar
of Companies was upheld. Accordingly, the Company was directed to pay the penalty
imposed vide the adjudication order dated 11th July, 2024.

INTERNAL AUDITOR:

Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/s.
M/s. V C A N & Co, Chartered Accountants as an Internal Auditor of the Company
for the FY 2025-26.

COST AUDITOR

During the year under review, in accordance with the provisions of Section 148(1)
of the Act, your Company has maintained the accounts and cost records, as
specified by the Central Government. Such cost accounts and records are subject
to audit by M/s. Dalwadi & Associates, Cost Auditors of the Company for the FY 25¬
26. The Board has re-appointed M/s. Dalwadi & Associates, Cost Accountants (Firm
Registration Number: 000338) as the Cost Auditors of your Company for
conducting cost audit for the FY 26-27. A resolution seeking the approval of the
shareholders for ratifying the remuneration payable to the Cost Auditors for the FY
2026-27 is provided in the Notice of the ensuing AGM. The Cost accounts and
records as required to be maintained under Section 148(1) of the Act are duly made
and maintained by your Company.

CORPORATE SOCIAL RESPONSIBILITY

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

As per the provision of Section 135 of the Companies Act, 2013 was required to
spend INR. 47,44,891 during the F.Y. 2025-26 and the same has spent on the area
mentioned under Schedule VII of Companies Act,2013. The Company had made
spent INR 48,00,000 during the F.Y. 2025-26. Annual report on CSR activities is
enclosed as Annexure to this report.

The Company had filed a suo-moto application for adjudication under Section 454
of the Companies Act, 2013, in respect of a violation under Section 135 of the Act,
relating to the non-transfer of the unspent Corporate Social Responsibility (CSR)
amount to a fund specified in Schedule VII within the prescribed time for F.Y.2021-
22 and 2022-23. Consequently, the Registrar of Companies (ROC) issued a penalty
order dated 11^th July, 2024. The Company has filed an appeal in form ADJ vide SRN
AB0488031 against the said ROC order before the Hon''ble Regional Director, North
Western Region.

During the year under review, the Company have received Regional Director, North
Western Region Order letter dated 13^th November,2025 and the appeal made by
the Company is dismissed and directed to pay penalty imposed by the Registrar of
Companies, Ahmedabad via Adjudication Order dated 11-07-2024.The appeal
made by the company is disposed by Regional Director, North Western Region as
on 13.11.2025 and directed to pay penalties whichever is imposed by said ROC
Order.

SECRETARIAL STANDARDS:

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

STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF
DIRECTORS:

The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual directors pursuant to the provisions of the Act
and SEBI Listing Regulations. The performance of the Board was evaluated by the
Board after seeking inputs from all the directors on the basis of criteria such as the
board composition and structure, effectiveness of board processes, information and
functioning, etc. The performance of the Committees was evaluated by the Board
after seeking inputs from the Committee members on the basis of criteria such as
the composition of committees, effectiveness of committee meetings, etc. The
above criteria are broadly based on the Guidance Note on Board Evaluation issued
by the Securities and Exchange Board of India. In a separate meeting of

Independent Directors, performance of Non Independent Directors, the Board as a
whole and Chairman of the Company was evaluated, taking into account the views
of Executive and Non-Executive Directors. The Board and the NRC reviewed the
performance of individual directors on the basis of criteria such as contribution of
the individual director to the Board and Committee meetings like preparedness on
the issues to be discussed, meaningful and constructive contribution and inputs in
meetings, etc. At the Board meeting that followed the meeting of the Independent
Directors and meeting of NRC, the performance of the Board, its Committees, and
individual directors was also discussed. Performance evaluation of Independent
Directors was done by the entire Board.

RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk
assessment and minimization procedures. These procedures are reviewed by the
Board annually to ensure that there is timely identification and assessment of risks,
measures to mitigate them, and mechanisms for their proper and timely monitoring
and reporting.

The Company does not fall under the ambit of the top 1000 listed entities,
determined on the basis of market capitalization as at the end of the immediately
preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

LOAN FROM DIRECTORS OR THEIR RELATIVES

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

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

As required to be reported pursuant to the provisions of Section 186 and Section
134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and

investments by your Company under the aforesaid provisions during the Financial
Year 2025-26, have been provided in the Notes to the Financial Statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE
RELATED PARTIES

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

MANAGEMENT DISCUSSION AND ANALYSIS:

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

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.

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

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

The Company had appointed M/s. V C A N & Co, Chartered Accountants, as Internal
Auditor of the Company for the Financial Year 2025-26.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

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

Whistle Blower Policy:

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

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

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

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

(B) Technology absorption-

FOREIGN EXCHANGE EARNINGS & OUTGO

The Company has incurred expenditure in foreign currency amounting to Rs.
12,606.01 Lakhs (Purchase of Raw Material and value of import capital goods on
CIF basis) (Previous Year: Rs. 2513.26 Lakhs) (Professional fees plus value of
import capital goods on CIF basis) and has earned income in foreign currency
amounting to Nil during the year (Previous Year: 77 Lakhs).

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
31.03.2026;

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

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

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

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

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

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

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

MATERNITY BENEFIT ACT. 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961
and the amendments made thereto. The Company has implemented all measures

prescribed under the Act, including the provision of maternity leave, nursing
breaks, and creche facility (where applicable), to support the welfare of women
employees.

SECRETARIAL STANDARDS

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

ANNUAL RETURN

Pursuant to the Provisions of Section 134(3)(a) and Section 92 of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual
Return of the Company as at March 31, 2026 is available on your Company''s
website at www.ganeshgreen.com

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

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

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

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

CORPORATE GOVERNANCE

The Company has adopted best corporate practices and is committed to conducting
its business in accordance with the applicable laws, rules and regulations. The
Company''s Corporate Governance practices are driven by effective and strong
Board oversight, timely disclosures, transparent accounting policies and high level
of Integrity in decision making. Your Company is committed to achieving and
adhering to the highest standards of Corporate Governance.

However, the provisions of Corporate Governance are not applicable to the
Company pursuant to Regulation read with Regulation 15(2)(b) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Other Disclosures

Particulars Statutes Details Website link for details/ policy Related Party
Transactions ("RPT") Regulation 23 of the SEBI Listing Regulations and as defined
under the Act. During the year under review, all RPTs entered by the Company
were in the ordinary course of business and in respect of transactions with related
parties under Section 2(76) of the Act, are at arm''s length basis and were approved
by the members of the Audit Committee including Independent Directors. Similarly,
the Company intends seeking approval of its Members for material related party
transactions for FY 2026-27 at its ensuing 7^th AGM. The Board''s approved policy
for related party transactions is uploaded on the website of the Company.

Details of noncompliance by the Company, penalty, strictures imposed on the
Company by the stock exchange, or Securities and Exchange Board of India or any
statutory authority on any matter related to capital markets during the last three
financial years Schedule V(C) 10(b) to the SEBI Listing Regulations: NIL

The Company has made disclosure on its Company Website all such events or
information which has been disclosed to stock exchange under sub regulation of
(8) of Regulation 30 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,2015.

ACKNOWLEDGEMENT

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

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

Ketanbhai Narsinhbhai Patel Rajendrakumar Narsinhbhai Patel

Designation : Director Director

DIN: 07499411 DIN: 07498445

Place: Ahmedabad
Date: 05.09.2026

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:

(Rs.in Lacs)

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:

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:

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:

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:

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:

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:

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:

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:

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:

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:

• 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)

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.

(B) Technology absorption-

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