To
The Members of Ganesha Ecosphere Limited
Your Directors have pleasure in presenting the Thirty-sixth Annual Report of the
Company together with the Audited Financial Statements for the financial year ended March
31, 2025.
FINANCIAL RESULTS
The summarized financial results of the Company for the year ended March 31, 2025 as
compared to the preceding year are as under:
(Rs. in Crore)
Particulars |
Standalone |
Consolidated |
|
Year ended March 31, 2025 |
Year ended March 31, 2024 |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
| Total income |
1017.02 |
1001.10 |
1483.48 |
1137.56 |
| Profit before Finance costs, Depreciation and amortization expense |
128.63 |
125.50 |
228.51 |
152.49 |
| Less: Finance costs |
4.78 |
15.17 |
38.08 |
44.90 |
| Less: Depreciation and amortization expense |
23.76 |
26.66 |
54.97 |
48.68 |
Profit before Tax |
100.09 |
83.67 |
135.46 |
58.91 |
| Share of (loss) of an associate and tax |
- |
- |
(0.04) |
- |
| Tax expense |
(24.61) |
(21.19) |
(32.30) |
(18.34) |
Profit for the year |
75.48 |
62.48 |
103.12 |
40.57 |
| Add: Other comprehensive income |
(3.89) |
0.07 |
(3.85) |
0.17 |
Total comprehensive income for the year |
71.59 |
62.55 |
99.27 |
40.74 |
| Balance in retained earnings at the beginning of the year |
540.78 |
482.60 |
505.87 |
469.49 |
Profit after Tax available for appropriation |
612.37 |
545.15 |
605.14 |
510.23 |
| Dividend paid |
(7.60) |
(4.37) |
(7.59) |
(4.36) |
| Interim Dividend paid |
(3.80) |
- |
(3.80) |
- |
Balance in retained earnings at the end of the year |
600.97 |
540.78 |
593.75 |
505.87 |
FINANCIAL AND OPERATIONAL PERFORMANCE
The standalone and consolidated financial statements for the financial year ended March
31, 2025, forming part of this Annual Report, have been prepared in accordance with the
Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and
as amended from time to time.
The year 2024-25 was a journey of navigating industry challenges while achieving
significant milestones along with reinforcing Company's commitment to growth and
operational excellence. Operations at subsidiaries' Warangal plant became stabilized
during the year and its products particularly, the food grade rPET granules performed well
in setting new benchmark in the industry.
With addition of multiple set of new customers and vendors, Company's footprint is
expanding across the country. During financial year 2024-25, the Capacity utilization in
standalone business was more than 100% and in subsidiaries' Warangal plant was 57%.
On standalone basis, the total income of the Company was 51017.02 crore during
financial year 2024-25 as against 51001.10 crore during financial year 2023-24. The EBITDA
stood at 595.50 crore as against 599.74 crore of the previous financial year. During the
year under review, the Company earned Net Profit of 575.48 crore as compared to 562.48
crore in the financial year 2023-24, reflecting a significant growth of 21%.
This is the first ever time where Group's EBITDA crossed Rs. 200 Crore (growth of 53%
over previous financial year) and PAT crossed Rs. 100 Crore (growth of 154% over previous
financial year). On consolidated basis, the Company recorded a total income of 51483.48
crore during financial year 2024-25 as against 51137.56 crore in the previous financial
year. The EBITDA stood at 5210.58 crore as against 5137.86 crore of the previous financial
year. The consolidated net profit for the year was 5103.12 crore compared to 540.57 crore
of the previous financial year.
The performance of the Company during the current financial year 2025-26 continues to
be encouraging and barring unforeseen circumstances, your Directors expect your Company to
achieve better results during the year. A more detailed analysis and current outlook is
available in the Management Discussion and Analysis section of this report.
TRANSFER TO RESERVES
During the year under review, the Company transferred an amount of Rs. 0.12 Crore to
the 'General Reserve' on account of Employee Stock Option Scheme. Details of the same are
provided in Note no. 11 to the standalone financial statements of the Company.
Further, no profits are transferred to general reserve and entire amount of profit for
the year forms part of the 'Retained Earnings'.
CREDIT RATING
As on March 31, 2025, the Company had following credit ratings from CARE:
i. A+; Stable : for Long Term Bank Facilities (Fund Based) signifying adequate
degree of safety regarding timely servicing of financial obligations. Such facilities
carry low credit risk.
ii. A1+ : for Short Term Bank Facilities (Non-Fund based) signifying very strong
degree of safety regarding timely payment of financial obligations. Such facilities carry
lowest credit risk.
DIVIDEND
Based on the Company's performance, your directors are pleased to recommend a final
dividend of 53.00 per share (i.e. @ 30%) on Equity Shares of 510/- each of the Company,
involving cash outflow of 5 8.04 Crore of the Company's Standalone Net Profit for the
financial year 2024-25, as per the present paid up share capital of the Company. The
actual cash outflow of dividend will be dependent on the equity share capital of the
Company as on the relevant record date/ book closure date. The final dividend is subject
to approval of members at the ensuing Annual General Meeting (AGM) and shall be subject to
deduction of income tax at source.
During the year under review, the Company had paid an interim dividend of 51.50 per
share (i.e. @ 15%) on Equity Shares of 510/- each of the Company, aggregating to 5 3.80
Crore, for the financial year 2024-25.
During the year under review, unpaid dividend for the financial year 2016-17 amounting
to 50.09 crore being unpaid/unclaimed for more than 7 years from the date it was lying in
the unpaid dividend account, had been transferred by the Company to the Investor Education
and Protection Fund (IEPF) of the Central Government, in terms of Section 124(5) of the
Companies Act, 2013.
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing
Regulations"), the Company has adopted a Dividend Distribution Policy which endeavors
for fairness, consistency and sustainability while distributing profits to the
shareholders and the same is available on the Company's website at https://www.ganeshaecosphere.com/
corporate-governance-policies.
SHARE CAPITAL
On March 31, 2025, the Company has made an allotment of 1,10,000 fully paid-up equity
shares having face value of Rs. 10/- each, at an issue price of Rs. 1,035/- per share
(including a premium of Rs. 1,025/- per share), to an entity belonging to Promoter Group,
pursuant to the exercise of the right of conversion of 1,10,000 warrants into equity
shares, out of 14,49,000 warrants allotted on preferential basis during the previous
financial year, under Chapter V of the SEBI (Issue of Capital & Disclosure
Requirements) Regulations, 2018. The amount of Rs. 8.54 Crore, raised against said
allotment, being allotment money of 75% of the issue price (25% was received as upfront
money on allotment of warrants), have been utilized in current financial year, in
accordance with the objects stated in the offer document.
Further, pursuant to the exercise of the right of conversion of remaining 13,39,000
warrants, the Company has allotted 13,39,000 fully paid-up equity shares, having face
value of Rs. 10/- each, at an issue price of Rs. 1,035/- per share (including a premium of
Rs. 1,025/- per share), on July 17, 2025.
Consequent to the above allotments, the total Paid-up Equity Share Capital of the
Company stands increased to Rs. 26.80 Crore comprising of 2,67,95,984 Equity Shares having
face value of Rs. 10/- each.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
As on March 31, 2025; the Company had following subsidiaries and associates:
Indian wholly owned subsidiaries:
Ganesha Ecopet Private Limited; and Ganesha Ecotech Private Limited
Overseas wholly owned subsidiary:
Ganesha Overseas Private Limited, in Nepal
Associate/ Joint Venture Company:
Ganesha Recycling Chain Private Limited
On September 10, 2024, the Company had incorporated a Joint Venture Company namely
Ganesha Recycling Chain Private Limited in collaboration with Race Eco Chain Limited
(RACE), in order to strengthen the Company's raw material supply chain of PET waste and
executed a Joint Venture Agreement with RACE for setting up of washing plants for
producing pet flakes through the Joint Venture Company. The Company has 49% shareholding
in the Ganesha Recycling Chain Private Limited and as a result it has become an associate
of the Company, during the year under review.
A statement containing salient features of the Financial Statements of the subsidiaries
& associates/ joint venture companies in the prescribed format in Form AOC-1 as
required under first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5
of the Companies (Accounts) Rules, 2014 is included in this Report as "Annexure A"
and forms an integral part of this Report. The said form also highlights performance of
the subsidiaries & associates/ joint venture companies and their contribution to the
overall performance of the Company during the period under review.
During the year under review, Ganesha Ecotech Private Limited was the material
subsidiary of the Company, as per the thresholds laid down under the Listing Regulations
and the Company's policy for determining material subsidiaries.
The Company's Policy for determining Material Subsidiaries is available on the
Company's website at https://www.ganeshaecosphere.com/ corporate-governance-policies.
In terms of the provisions of Section 136 of the Companies Act, 2013 read with the SEBI
Listing Regulations, the Audited Financial Statements of the subsidiaries are placed on
website of the Company and can be accessed at https://
www.ganeshaecosphere.com/subsidiary. These financial statements are also available for
inspection by any member at the Registered Office of the Company. Any member desirous of
obtaining a copy of the same may write to the Company.
GANESHA ECOSPHERE EMPLOYEES' STOCK OPTION SCHEME 2021
The Company had adopted and implemented Ganesha Ecosphere Employees' Stock Option
Scheme 2021 ("ESOP Scheme") for granting Employee Stock Options
("options") to the eligible employees of the Company and its Subsidiaries.
During the year under review, the Company by way of special resolution passed by members
through postal ballot approved the amendment in the ESOP Scheme to enable the Ganesha
Employees' Welfare Trust ("Trust") to acquire the Equity Shares by way of fresh
allotment and to grant of options to the eligible employees of
the Company and its subsidiaries by way of fresh issue of Equity Shares of the Company,
along with the existing mode of acquisition by way of secondary acquisition from the
market. Besides this certain clauses of the Scheme were also modified to align the
language of the Scheme with the re-enacted SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021.
The details of stock options granted/vested/ exercised or lapsed during the year are
provided in Note no. 41 of the Notes to the Standalone Financial Statements for the year
ended March 31, 2025.
The disclosure in compliance with Regulation 14 of the SEBI (Share Based Employee
Benefits and Sweat Equity)Regulations,2021, is availableontheCompany's website at https://www.ganeshaecosphere.com/
latest-information.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2) of the SEBI Listing Regulations is provided in a separate section
forming part of the Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Shri Abhilash Lal and Shri Pradeep Kumar Goenka ceased to
be the Non-Executive Independent Directors of the Company w.e.f. September 4, 2024, upon
completion of their second term of 5 consecutive years. The Board expressed their deep
appreciation and gratitude to Shri Abhilash Lal and Shri Pradeep Kumar Goenka for their
valuable contribution, strategic support and guidance during their respective tenure.
With a view to broad base the Board and to comply with the requirements of the SEBI
Listing Regulations with respect to composition of Board and appointment of Independent
Directors, Shri Akshay Kumar Gupta (DIN: 00004908) and Shri Jagat Jit Singh (DIN:
10765423), were appointed as Independent Directors of the Company for respective term of 5
(five) consecutive years w.e.f. September 5, 2024.
In the 35th Annual General Meeting (AGM) held during the year under review, Dr. Shobha
Chaturvedi (DIN: 08553800) was re-appointed as the Non- Executive Independent Director of
the Company to hold office for a second term of 5 (five) consecutive years with effect
from September 5, 2024.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles
of Association of the Company, Shri Vishnu Dutt Khandelwal (DIN: 00383507), Executive
Vice- Chairman of the Company, retires from the Board by rotation, at the ensuing AGM of
the Company and being eligible has offered himself for re-appointment. The Board
recommends the proposal of his re-appointment for consideration of the Members at the
ensuing AGM of the Company. Brief profile of Shri Vishnu Dutt Khandelwal is provided in
the Notice of ensuing AGM.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company had received the declarations u/s 149(7) of the Companies Act, 2013 from
all Independent Directors that they meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing
Regulations and they have also confirmed that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent judgement and without any
external influence.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the
Company have confirmed that they have registered themselves with the databank maintained
by the Indian Institute of Corporate Affairs.
In the opinion of the Board, all the Independent Directors on the Board of the Company
have requisite expertise, experience and possess attributes of integrity.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee of the Company consisted of 4 (four) Directors, out of which 3
(three) Directors are independent. The composition and other details are provided in the
Corporate Governance Report of the Company. During the year, all the recommendations made
by the Audit Committee were accepted by the Board.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, in respect of the financial year ended March 31,
2025, confirm that:
a) in preparation of the Annual Accounts, the applicable Accounting Standards have been
followed along with proper explanation relating to material departures, if any;
b) they have selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
profit of the Company for that year;
c) they have taken proper and sufficient care for the maintenance of adequate
Accounting Records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) they have prepared Annual Accounts on a 'Going Concern' basis;
e) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls commensurate with the
size of the Company and the nature of its business, with reference to financial
statements. Internal Auditors of the Company periodically audit the adequacy and
effectiveness of the internal controls laid down by the management. The Audit Committee of
the Board of Directors also regularly reviews the adequacy and effectiveness of the
internal control systems and suggests improvements to strengthen the same.
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2024-25, the Board of Directors of the Company had met 6
(six) times. The details of the Board meetings held during the year are given under the
Corporate Governance Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has duly complied with the applicable
provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2), issued by the Institute of Company Secretaries of India.
ANNUAL RETURN
The copy of Annual Return as required under Section 92(3) and Section 134(3)(a) of the
Companies Act, 2013, is placed on the Company's website and can be accessed at https://ganeshaecosphere.
com/admin/UploadedFiles/Contentlmages/ AnnualReturn/Annualreturn2023-2024.pdf
LISTING
The Equity Shares of the Company are presently listed at BSE Limited and National Stock
Exchange of India Limited and the listing fee, for the financial year 2025-26, for both
the Stock Exchanges is paid.
AUDITORS AND AUDITORS' REPORT
a. Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules made
thereunder, M/s. Narendra Singhania & Co., Chartered Accountants, New Delhi (ICAI Firm
Registration No. 009781N) were re-appointed as Statutory Auditors of the Company for a
second term of 5 (five) consecutive years at 33rd AGM of the Company held on September 30,
2022, to hold office till the conclusion of 38th AGM of the Company. The Auditors have
confirmed that they are not disqualified from continuing as Statutory Auditors of the
Company.
As regards Auditors' observation at para (i)(c) of the Annexure -A to their report
stating that one of the Company's office building is not held in the name of the Company
while the possession and original agreement to sale of the property is in the name of the
Company, it is clarified that the title deed registration of such office building located
at Faridabad is held up due to some local regulations and the Company is taking necessary
action to get the same registered.
The Statutory Auditors' Report for the financial year 2024-25 does not contain any
other observation, qualification, reservation, adverse remark or disclaimer.
b. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made
thereunder, the Board had appointed M/s. S.K. Gupta & Co., Company Secretaries, as
Secretarial Auditors of the Company, to undertake Secretarial Audit for the financial year
2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025 is
annexed herewith as "Annexure B".
The Secretarial Audit Report for the Financial Year 2024-25 does not contain any
qualification, reservation, adverse remark or disclaimer.
Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations, the Board
of Directors of the Company at its meeting held on August 13, 2025, have recommended the
appointment of M/s. S.K. Gupta & Co., a peer reviewed firm of Company Secretaries in
practice, Kanpur, as Secretarial Auditors of the Company, for a term of 5 (five)
consecutive years, to conduct the secretarial audit of the Company for the financial years
2025-26 to 2029-30.
The Company has received written consent from M/s. S.K. Gupta & Co., for their
appointment as Secretarial Auditors of the Company along with a certificate that they meet
the criteria stipulated under Regulation 24(1), 24(1A) and 24(1B) of the SEBI Listing
Regulations. Accordingly, the approval of the members for the appointment of M/s. S.K.
Gupta & Co., Company Secretaries as Secretarial Auditors of the Company, for a term of
5 (five) consecutive years, is being sought at the ensuing AGM. Information about the
proposed appointment of M/s. S.K. Gupta & Co., as Secretarial Auditors has been
provided in the Notice of ensuing AGM.
Secretarial Audit of Material Unlisted Subsidiary Company
In accordance with the requirements of Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
Secretarial Audit Report of M/s Ganesha Ecotech Private Limited, the material unlisted
subsidiary of the Company, for the financial year ended March 31, 2025, from a peer
reviewed company secretary, is annexed herewith as Annexure - C.
The Report does not contain any qualification, reservation, adverse remark or
disclaimer.
c. Cost Auditors
Pursuant to the Rules made by the Central Government of India, the Company is required
to maintain cost records as specified under Section 148 (1) of the Companies Act, 2013 in
respect of its products and accordingly such accounts and records are made and maintained.
M/s. R. M. Bansal & Co., Cost Accountants (Firm Regn. No.:000022) and M/s. Rakesh
Misra & Co., Cost Accountants (Firm Regn. No.: 000249), have been appointed as Cost
Auditors of the Company to conduct the audit of the Cost Accounts of the Company in
respect of its products 'Yarn' and 'Recycled Polyester Staple Fibre' respectively, for the
financial year 2025-26.
As required under the Companies Act, 2013, the resolutions seeking Members'
ratification for the remuneration payable to Cost Auditors form part of the Notice
convening the AGM.
d. Internal Auditors
Pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts)
Rules, 2014, your Company engaged the services of M/s. Ashok & Ajai, Chartered
Accountants, Kanpur, to conduct the Internal Audit of the functions and activities of the
Company for the Financial Year 2024-25. Quarterly Internal Audit Reports are placed before
the Audit Committee of the Company for its review.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or the Board under Section
143(12) of Companies Act, 2013 and Rules framed thereunder.
RELATED PARTY TRANSACTIONS
During the year under review, all transactions entered into with Related Parties were
approved/ ratified by the Audit Committee and wherever required, were also approved by the
Board of Directors of the Company. Omnibus approval from the Audit Committee was obtained
for transactions of repetitive nature. During the financial year 2024-25, the Company had
not entered into any contract/ arrangement / transaction with related parties which could
be considered material in accordance with the Company's Related Party Transactions Policy.
Further, all related party transactions undertaken during the year were at arms' length
basis. Accordingly, the disclosure of Related Party Transactions as required under Section
134(3) (h) of the Companies Act, 2013, in Form AOC-2 is not applicable.
The related party transactions entered into by the Company during the year under
review, are disclosed under Note No. 34 of the Notes to the Standalone Financial
Statements for the year ended March 31, 2025.
The Company's Policy on Related Party Transactions was reviewed by the Board and the
same is disclosed on the website of the Company at https://www.ganeshaecosphere.com/
corporate-governance-policies.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS BY THE COMPANY
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the SEBI Listing
Regulations, disclosure on particulars of loans given, investments made, guarantees and/
or securities provided along with the purpose for which the loan or guarantee or security
were proposed to be utilized by the recipient are provided in the notes to the Standalone
Financial Statements.
WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act, 2013 and the SEBI Listing Regulations,
the Company has adopted Whistle Blower Policy for vigil mechanism for Directors and
employees to report to the management about the unethical behaviour, fraud or violation of
Company's code of conduct. The details of the policy are explained in the Corporate
Governance Report.
The Policy has been posted on the website of the Company and may be accessed at https://www.ganeshaecosphere.com/
corporate-governance-policies.
NOMINATION AND REMUNERATION POLICY
The Board of Directors of the Company have approved and adopted Nomination,
Remuneration and Board Diversity policy in compliance with Section 178 of the Companies
Act, 2013 and SEBI Listing Regulations.
Our current Nomination and Remuneration Policy is to have an appropriate mix of
Executive and Non-Executive Directors including the independent directors to maintain the
diversity and independence of the Board.
The broad parameters covered under the Policy are -Attributes, Qualifications and
Remuneration of Executive Directors, Non-Executive Directors including Independent
Directors, KMP and Senior Management Personnel. It also covers performance evaluation
criteria of the Board, its Committees and individual directors.
The Nomination, Remuneration and Board Diversity Policy of the Company was reviewed and
modified to align the same with the amended provisions of the SEBI Listing Regulations and
the same is available on the website of the Company at the link https://www.ganeshaecosphere.com/
corporate-governance-policies. We affirm that the remuneration paid to the Directors
is as per the terms laid out in the Policy.
BOARD EVALUATION
The Board of Directors at its meeting held on February 1, 2025, has carried out an
annual evaluation of its own performance, board committees and individual directors
pursuant to the provisions of the Act & SEBI Listing Regulations. Performance
Evaluation of Independent Directors was done by the entire board, excluding the director
being evaluated. The Evaluation Process was conducted through a structured questionnaire
prepared after taking into consideration the various aspects laid down under the
"Nomination, Remuneration and Board Diversity Policy" of the Company. The Board
of Directors expressed satisfaction with the evaluation process.
In a separate meeting of Independent Directors held on March 24, 2025, the Independent
Directors of the Company had evaluated the performance of non-independent directors and
Board as whole and performance of Chairman of the Company after taking into account the
views of Executive Directors and other Non-Executive Directors of the Company. Independent
Directors have also assessed the quality, quantity and timeliness of flow of information
between the Company's Management and the Board and recorded their satisfaction with the
flow of information.
RISK MANAGEMENT
Risk management is an ongoing process and embedded in the operating framework of the
Company. Risk Management & Strategic Planning Committee (nomenclature changed to Risk
Management Committee w.e.f. May 24, 2025) has been entrusted for timely identification,
evaluation and mitigation of all types of internal and external risks including financial,
operational, sectoral, sustainability (particularly, ESG related risks), information,
cyber security risks etc. The Committee is responsible for formulating and reviewing the
risk management plan/ policy and ensuring its effectiveness across the organization. The
Audit Committee of the Board has an additional oversight in the risk management systems
prevailing in the Company.
There are no risks which in the opinion of the Board are of the nature that can
threaten the existence of the Company. However, the risks inter-se those are generally
dealt in regular course of business and have to be taken care of, are fluctuations in
foreign exchange rates and prices of raw material as well as finished products.
The Risk Management Policy of the Company, was reviewed by the Board in view of the
changing industry dynamics and evolving complexities and the same can be accessed at the
link https://www.ganeshaecosphere.com/corporate-governance-policies.
CORPORATE SOCIAL RESPONSIBILITY
Your Company is committed to focus on inclusive growth and improving lives by
contributing towards communities around which it operates. In compliance with Section 135
of the Companies Act, 2013, the Company has undertaken CSR activities, projects and
programs as provided in the CSR policy of the Company and as identified under Schedule VII
to the Companies Act, 2013.
The Composition of CSR Committee along with details of CSR activities undertaken by the
Company have been disclosed in the 'Report on CSR activities', set out as "Annexure
D" and forming an integral part of this Report.
The CSR policy of the Company may be accessed at https://www.ganeshaecosphere.com/corporate-governance-policies.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In terms of Regulation 34(2) of SEBI Listing Regulations, a Business Responsibility and
Sustainability Report describing the initiatives taken by the Company from an
environmental, social and governance perspective is provided in a separate section forming
part of the Annual Report.
DEPOSITS
During the year under review, the Company has neither accepted nor renewed any deposit
from public in terms of the provisions of Sections 73 and 76 of the Companies Act, 2013,
read with the Companies (Acceptance of Deposits) Rules, 2014.
In terms of Rule 2(l)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014,
the Company, during the year, had accepted an amount of S29.25 crore as unsecured loan
from a Director and and the balance outstanding as on March 31, 2025 was S3.67 Crore.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year 2024-25 and the date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there were no significant and material orders passed by
the regulators or courts or tribunals, which would impact the going concern status of the
Company and its future operations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule
8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure E".
PARTICULARS OF EMPLOYEES
The Disclosure required under Section 197(12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
is annexed as "Annexure F" and forms an integral part of this Report. The
information showing names and other particulars of employees as per Rule 5(2) and 5(3) of
the aforesaid Rules forms part of this report. However, as per first proviso to Section
136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to
the members of the Company and others entitled thereto. The said information is available
for inspection by members at the registered office of the Company during business hours on
all working days upto the date of ensuing AGM. Any member interested in obtaining a copy
thereof, may also write to the Company Secretary.
CORPORATE GOVERNANCE
As required under Schedule V to the SEBI Listing Regulations, a separate section on
Corporate Governance together with a Certificate from M/s. S. K. Gupta & Co.,
Practicing Company Secretaries, confirming compliance of the conditions of Corporate
Governance, forms an integral part of this Report.
POLICY ON SEXUAL HARASSMENT
Prevention and control of sexual harassment at workplace constitutes an important part
of corporate culture while aligning with best practices and improving management
processes. The Company has zero tolerance for sexual harassment at workplace and has
adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace with a mechanism of lodging complaints and has constituted an Internal
Complaints Committee in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there
under. No complaints were reported to the Board for sexual harassment of women at work
place during the financial year 2024-25. The disclosures in relation to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are
provided in the Corporate Governance Report of the Company.
COMPLIANCE OF THE MATERNITY BENEFIT ACT, 1961
Your Company has complied with the applicable provisions of The Maternity Benefit Act,
1961, for female employees.
GENERAL
During the year under review:-
• The Company has not issued any equity shares with differential rights as to
dividend, voting or otherwise.
• The Company has not issued any shares (including sweat equity shares) to
employees of the Company or its subsidiaries under any scheme.
• There was no revision in the financial statements.
• Neither the Managing Director nor the Whole-time Directors of the Company had
received any remuneration or commission from any of the Company's subsidiaries.
• There has been no change in the nature of business of the Company.
• There is no proceeding initiated/ pending against the Company under the
Insolvency and Bankruptcy Code, 2016.
• There was no instance of one-time settlement with any Bank or Financial
Institution.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record appreciation for the
co-operation and support extended by various departments of the Central and the State
Government(s), Bankers and Business associates.
Your Directors also wish to express their deepest appreciation to the employees at all
levels, whose dedicated efforts, co-operation and unending support helped the Company in
delivering results despite the challenges. We are also grateful to all the shareholders,
customers, dealers, agents, suppliers and bankers of the Company for reposing continued
trust, support and confidence in the management of the Company.
|
For and on behalf of the Board |
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(Shyam Sunder Sharmma) |
Place : Kanpur |
Chairman |
Date: August 13, 2025 |
DIN: 00530921 |
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