Your directors take pleasure in presenting the Thirty Fourth (34th) Annual Report together with the Standalone and
Consolidated Audited Financial Statements of the Company for the Financial Year ended March 31,2025.

1. FINANCIAL SUMMARY (CONSOLIDATED AND STANDALONE)

2. FINANCIAL PERFORMANCE AND STATE OF
COMPANIES AFFAIRS:

Operating Results:

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.

During the financial year 2024-2025, revenue from
operations on consolidated basis has increased from
' 89201.11 lakhs in previous year to ' 95976.18 lakhs.
Further, during the year under review the Company
booked other income of ' 3373.03 lakhs.

Total Expenditure (excluding interest & financial
charges and depreciation) of the Company has
decreased from ' 26888.13 lakhs to ' 18049.12 lakhs.
After providing for interest and financial charges of
' 383.37 lakhs and depreciation of ' 743.17 lakhs, the
Profit before Tax stood at ' 80173.55 lakhs and Net
Profit after Tax at ' 59806 lakhs.

The Company's principal sources of liquidity are
cash and cash equivalents, liquid investments, and
the cash flow that the Company generates from its
operations.The Company continued to be debt-free
and maintained sufficient cash to meet its strategic
and operational requirements.

Project Updates:

MALABAR RETREAT

At present the construction of Residential Project
called Malabar Retreat situated at Ambedkar
University Road, near Nirma University, off S.G
Highway, Chharodi, Ahmedabad is in full swing. The
said project comprises of 160 residential units with a
total built up area of 711999.31 sq. ft. 34924.44 sq.
mtrs. RERA carpet.

Material changes and commitments:

There were no material changes and commitments
affecting the financial position of the Company which
have occurred between the end of the financial year
2024-2025 and the date of this report.

3. TRANSFER TO RESERVES

As permitted under the Companies Act, 2013 (“the
Act”), the Directors do not propose to transfer any
sum to the General Reserve pertaining to Financial
Year 2024-2025.

4. CREDIT RATING

During the year under review, the Company was not
required to obtain credit rating.

5. DIVIDEND

The Board of Directors of the Company at their
meeting held on May 14, 2025, inter alia, approved
and recommend payment of Dividend of ' 5/- (Rupees
Five Only) per Equity Share of ' 10/- (Rupees Ten
Only) each (50 %) for the financial year ended March
31, 2025, subject to approval of the members at the
ensuing Annual General Meeting (“AGM”).

The Dividend for the financial year ended March 31,
2025, if approved by the members at the ensuing
AGM, will be paid on or before October 07, 2025, to
those members whose name appear in the Register
of Members of the Company or Register of Beneficial
Owners maintained by the Registrar and Share
Transfer Agent (“RTA”) as on Record Date i.e. Friday,
August 29, 2025.

Members holding shares in physical/demat form are
hereby informed that the bank particulars registered
with RTA or their respective DP, as the case may be,
will be considered by the Company for payment of
dividend.

Members holding shares in physical/demat form are
required to submit their bank account details, if not
already registered, as mandated by the SEBI.

In case the Company's dividend banker is unable to
process the final dividend to any Member by electronic
mode, due to non-availability of the details of the bank
account or for any other valid reason whatsoever,
the Company shall dispatch the dividend warrants/
demand drafts to such members by post.

As per the applicable provision of Income-Tax Act,
1961, dividend paid or distributed by the Company
shall be taxable in the hands of the shareholders.
Accordingly, the Company makes the payment of the
dividend after deduction of tax at source.

Pursuant to Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), the
Company has adopted the Dividend Distribution
Policy which is available: https://ganeshhousing.
com/assets/main/pdf/corporate-governance/policies/
Dividend-Distribution-Policy.pdf

6. FUTURE OUTLOOK

As regards the Million Minds SEZ project, Phase
1(MOne), our premier commercial IT SEZ project,
is nearing completion. We are ten months ahead of
the projected schedule and anticipate it will become
commercially operational by the third quarter of the
current financial year.

7. FIXED DEPOSITS

Your Company has not accepted any public deposits
during the financial year under review and as such no
amount of principal or interest was outstanding as of
the Balance Sheet date.

8. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

Your Company has three (3) Wholly Owned
Subsidiaries viz. Madhukamal Infrastructure Private
Limited, Gatil Properties Private Limited and Million
Minds Techspace Private Limited at March 31,2025.

The Company has no associate companies and joint
ventures.

During the year, the Board of Directors have reviewed
the affairs of the subsidiaries. Pursuant to Section
129(3) of the Act read with Rule 5 of Companies
(Accounts) Rules, 2014, a statement containing
the salient features of the financial statement of the
subsidiary companies is attached to the financial
statement in Form AOC-1. The statement also provides
details of performance and financial position of each
of the subsidiaries and their contribution to the overall
performance of the Company.

In compliance with Regulation 16(1)(c) of SEBI Listing
Regulations, the Company has formulated a policy for
determining material subsidiaries. The said policy is
available on the website of the Company at https://
ganeshhousing.com/assets/main/pdf/corporate-
governance/policies/policy-on-material-subsidiaries.
pdf

In accordance with Section 136 of the Act, the audited
financial statements, including the consolidated
financial statements and related information of
the Company and audited accounts of each of its
subsidiaries, are available on the website of your
Company viz. www.ganeshhousing.com

9. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Appointment/Re-appointment or any changes thereof:

APPOINTMENT/CESSATION

During the year under review, the Board was re¬
constituted as the second term of all the Independent

Directors (viz; Dr. Tarang M. Desai, Dr. Bharat J.
Patel and Mr. Ashish H. Modi) got completed on
September 14, 2024 and new Independent Director
and Non-Executive Directors were taken onboard by
the Members through postal ballot on October 15,
2024 with a Term of five (5) years with effect from
September 13, 2024 upto September 12, 2029, which
are as under:

1. Mr. Sandeep Mohanraj Singhi (DIN: 01211070):
Non - Executive - Independent Director

2. Mr. Darshankumar Naranbhai Patel (DIN:

00068650): Non - Executive - Independent

Director

3. Mr. Ameetkumar Hiranyakumar Desai (DIN:

00007116): Non - Executive - Independent

Director

4. Mr. Ashish Kantilal Patel (DIN: 02584772): Non -
Executive - Independent Director

5. Mr. Anmol Dipakkumar Patel (DIN: 08068767):
Non-Executive - Non Independent Director and

6. Mr. Amanvir Shekhar Patel (DIN:08752273): Non
- Executive - Non Independent Director

Your Board places on record the deep appreciation
for valuable services and guidance provided by
Dr. Tarang M. Desai, Dr. Bharat J. Patel and
Mr. Ashish H. Modi during their tenure of Directorship.

RETIREMENT BY ROTATION AND SUBSEQUENT
RE-APPOINTMENT

In accordance with the provisions of Section 152 and
other applicable provisions, of the Act, Mr. Shekhar G.
Patel [DIN: 00005091], Managing Director & CEO and
Ms. Aneri D. Patel [DIN: 06587573], Non - Executive

Non- Independent Director of the Company, are liable
to retire by rotation at the ensuing AGM and being
eligible have offered themselves for re-appointment.
In terms of sub-regulation (3) of Regulation 36 of SEBI
Listing Regulations, brief resumes of Mr. Shekhar
G. Patel and Ms. Aneri D. Patel who are retiring by
rotation and proposed to be appointed, is provided in
the Notice section forming part of this Annual Report

Other:

Your Company has received declarations from all the
Independent Directors of your Company confirming
that they meet the criteria of independence as
prescribed under Section 149(6) of the Act and
Regulation 16(1) (b) of the SEBI Listing Regulations
and there has been no change in the circumstances
which may affect their status as an Independent
Director. The Independent Directors have also given
declaration of compliance with Rules 6(1) and 6(2)
of the Companies (Appointment and Qualification of
Directors) Rules, 2014, with respect to their name

appearing in the data bank of Independent Directors
maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors
possess the requisite expertise and experience and
are persons of high integrity and repute. They fulfill the
conditions specified in Act as well as the Rules made
thereunder and are independent of the management.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors
state that:

(i) In the preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable accounting standards had been
followed to the extent applicable to the Company.
There are no material departures in the adoption
of the applicable Accounting Standards;

(ii) The Directors have 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 March 31, 2025 and of the
Profit of the Company for that period;

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

(iv) The Directors have prepared the annual accounts
on a going concern basis;

(v) The Directors have laid down internal financial
control to be followed by the Company and that
such internal financial control are adequate and
were operating effectively; and

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

11. UNCLAIMED AND UNPAID DIVIDENDS AND
SHARES TRANSFERRED TO INVESTOR
EDUCATION AND PROTECTION FUND

In accordance with the provisions of sections 124
and 125 of the Act read with Investor Education and
Protection Fund (Accounting, Audit, Transfer and
Refund) Rules, 2016 (“IEPF Rules”) dividends which
remain unpaid or unclaimed for a period of seven (7)
years from the date of transfer to the Unpaid Dividend
Account shall be transferred by the Company to the
Investor Education and Protection Fund (“IEPF”).

The details of dividend remitted to IEPF during the financial year 2024-2025 is as follows:

The IEPF Rules mandate companies to transfer all shares in respect of which dividend has not been paid or
claimed for seven consecutive years or more in the name of IEPF. The Members whose dividend and/or shares
are transferred to the IEPF Authority can claim their shares and/or dividend from the IEPF Authority following the
procedure prescribed in the IEPF Rules.

Accordingly, following shares whose dividend has remained unpaid/ unclaimed for a period of seven (7) consecutive
years were transferred to IEPF Authority during the financial year 2024-2025:

In accordance with the said IEPF Rules and amendments thereof, the Company will sent notices to all the proposed
Shareholders whose shares will become due for transfer to the IEPF Authority on or before October 29, 2025 and
simultaneously publish newspaper advertisements.

The Company has appointed a Nodal Officer and 3 (three) Deputy Nodal Officers under the provisions of IEPF, the
details of which are available on the website of the Company https://ganeshhousing.com/dividend

12. STATUTORY DISCLOSURES
PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company
and percentage increase in the remuneration of each Director, Chief Financial Officer and Company Secretary
in the financial year 2024 - 2025:

# The Independent directors tenure was from April 01,2024 to September 14, 2024.

* Directors appointed during the financial year 2024-2025.Hence no comparison is available.

b) The percentage increase/ (decrease) in the median remuneration of employees in the financial year: 22.94%;

c) The number of permanent employees on the rolls of Company as on March 31,2025: 111;

d) Average percentile increase/(decrease) made
in the salaries of employees other than the
managerial personnel in the financial year i.e.
2024-2025 was 23.71% whereas the increase/
decrease in the managerial remuneration (which
includes remuneration of CFO and CS) for the
same financial year was 24.31%.

e) It is hereby affirmed that the remuneration paid is
as per the Remuneration Policy for Directors, Key
Managerial Personnel and Senior Management
Personnel.

f) A 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) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided
in a separate annexure forming part of this
report. Further, the report and the accounts are
being sent to members excluding this annexure.
In terms of Section 136 of the Act, the said
annexure is open for inspection at the Registered
Office of the Company. Any shareholder who is
interested in obtaining a copy of the same may
write to Company Secretary.

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

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings
and outgo, as prescribed under Section 134(3)(m) of
the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014 are given in Annexure - A annexed
hereto and forms part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS
REPORT

Management Discussion & Analysis report for the
year under review as stipulated under Regulation
34(2)(e) of the SEBI Listing Regulations is annexed as
Annexure - B hereto and forms part of this Report.

CORPORATE GOVERNANCE REPORT

Your Directors adhere to the requirements set out in
Regulation 34(3) read with Schedule V of the SEBI
Listing Regulations. Corporate Governance Report as
stipulated in the SEBI Listing Regulations is annexed
as Annexure - C hereto and forms part of this Report
along with Certificate from the Practising Company
Secretary, Ahmedabad confirming compliance of
conditions of Corporate Governance.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT (BRSR)

I n accordance with Regulation 34(2)(f) of the SEBI
Listing Regulations, BRSR, covering disclosures on
the Company's performance on Environment, Social
and Governance parameters for Financial Year 2024

- 2025, is annexed as Annexure - D. BRSR includes
report and economic responsibilities of business as
framed by the Ministry of Corporate Affairs.

13. AUDITORS AND AUDITORS’ REPORT
Statutory Auditor and Audit Report:

M/s. J.M. Parikh & Associates, Chartered Accountants,
Ahmedabad (Firm Registration No. 118007W) were
appointed as Statutory Auditors of the Company
for the period of five (5) consecutive years from the
conclusion of 31st Annual General Meeting to the
conclusion of 36th Annual General Meeting of the
Company to be held in the calendar year 2027.

The Statutory Auditors have issued an unmodified
opinion on the financial statements for the financial
year 2024-2025.

The Notes on financial statement referred to in
Auditors' Report are self-explanatory and do not call
for any further comments. The Auditors' Report does
not contain any qualification, reservation, adverse
remark or disclaimer.

Secretarial Auditor and Audit Report:

M/s. Alap & Co., LLP, Practicing Company Secretaries
[Firm Registration Number : L2023GJ013900] (Peer
Review Number: 5948/2024) were appointed as
Secretarial Auditors of your Company to conduct
a Secretarial Audit of records and documents of
the Company for Financial Year 2024-2025. The
Secretarial Audit Report confirms that the Company
has complied with the provisions of the Act, Rules,
Regulations and Guidelines and that there were no
deviations or non-compliances. The Secretarial Audit
Report is provided in Annexure - E to this Report.

The Secretarial Audit Report does not contain any
qualifications, reservations or adverse remarks or
disclaimers. However, the Secretarial Auditor has
stated in its report for the receipt of Warning Letter
received from SEBI. The Securities and Exchange
Board of India (“SEBI”) vide letter dated April 29, 2025,
bearing reference no. SEBI/HO/CFID/CFID-SEC1/P/
OW/2025/11969/1 states about the non-compliance
of Regulations 4 (1) (a), (b), (c), (d), (e), (g), (h), (i), (j),
Regulation 4 (2)(e)(i) and Regulation 48 of the SEBI
Listing Regulations, read with IND AS 10 and 24, and
failure to take prior approval of the Audit Committee
for a related party transaction.

Further, as advised by SEBI, the Action Taken Report
along with corrective steps were placed before the
Audit Committee and Board of Directors at their duly
held meetings on June 20, 2025 respectively. The
members of the Audit Committee and Board noted the
steps taken by the Company and advised to ensure
compliance with the instructions issued by SEBI.

The Company will inform the same to SEBI in due
course within stipulated time limit provided by SEBI.

As per the requirements of SEBI Listing Regulations,
Practicing Company Secretaries of the material
unlisted subsidiary of the Company have undertaken
secretarial audits for Financial Year 2024-2025.
The Secretarial Audit Reports of such subsidiaries
confirms that they have complied with the provisions
of the Act, Rules, Regulations and Guidelines and that
there were no deviations or non-compliances.

The Secretarial Audit Reports of the unlisted
subsidiaries viz. Madhukamal Infrastructure Private
Limited and Gatil Properties Private Limited have
been annexed to this Report.

It is proposed to appoint Alap & Co LLP, Company
Secretaries (Firm Registration No. L2023GJ013900)
as the Secretarial Auditors of the Company for a
period of five years w.e.f April 01, 2025 to March 31,
2030, subject to approval of the shareholders of the
Company at the ensuing AGM.

Cost Auditor and Cost Records:

The Board had appointed M/s J. B. Mistri & Co., Cost
Accountants, Ahmedabad (Firm Registration Number:
101067), as Cost Auditor for conducting the audit of
cost records of the Company for the Financial Year
ended 2024-2025.

M/s J. B. Mistri & Co. have confirmed that their
appointment is within the limits of Section 141(3)(g)
of the Act and have also certified that they are not
disqualified under Section 141(3) and proviso to
Section 148(3) read with Section 141(4) of the Act.
The Board on recommendations of the Audit Committee
have approved the remuneration payable to the Cost
Auditor, subject to ratification of their remuneration by
the Members at this AGM. The resolution approving
the above proposal is being placed for approval of the
Members in the Notice for this AGM.

As per Section 148 of the Act, read with the Companies
(Cost Records and Audit) Rules, 2014, your Company
is required to maintain cost records and accordingly,
such accounts and records are maintained.

The Cost Audit Report for the financial year
2023-2024 does not contain any qualification,
reservation or adverse remark. The Cost Audit Report
for the financial year 2024-2025 will be submitted
within the prescribed timelines.

Reporting of Frauds by Auditors:

Pursuant to Section 134 (3) (ca) of the Act, the Statutory
Auditor, Cost Auditor and Secretarial Auditor have not
reported any instances of frauds committed in the
Company during the year under review by its Officers
or Employees to the Audit Committee or Board under
section 143(12) of the Act, details of which needs to
be mentioned in this Report.

14. COMMITTEES OF BOARD OF DIRECTORS

The Company has the following Committees of the
Board:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Corporate Social Responsibility Committee;

5. Risk Management Committee and

6. Operations & Management Committee

The composition of each of the above Committees,
their respective role and responsibility is as detailed
in the Corporate Governance Report.

The Nomination and Remuneration Policy framed
by the Company as per the provisions of section
178(4) of the Act, is available on the website of the
Company (https://ganeshhousing.com/assets/main/
pdf/corporate-governance/policies/nomination-and-
remuneration-policy.pdf).

15. ANNUAL RETURN

In accordance with the provisions enshrined in the
Act, annual return in the prescribed format is available
at web-link viz. https://ganeshhousing.com pursuant
to the provisions of clause (a) of sub-section (3) of
Section 134 of the Act.

16. MEETINGS OF BOARD

During the financial year 2024-2025, the Board
of Directors met for Seven (7) times viz. April 12,
2024, May 14, 2024, June 29, 2024, July 15, 2024,
September 13, 2024, October 18, 2024 and January
17, 2025. During the said financial year, the maximum
interval between any two meetings did not exceed
120 days, as prescribed by the Act.

17. PARTICULARS OF CONTRACTS OR
ARRANGEMENT WITH RELATED PARTIES
REFERRED IN SECTION 188(1) OF THE
COMPANIES ACT, 2013

In line with the requirements of the Act and the SEBI
Listing Regulations, the Company has formulated a
policy on Related Party Transactions. The policy can
be accessed on the Company's website at https://
ganeshhousing.com/assets/main/pdf/corporate-
governance/policies/policy-on-related-party-
transaction.pdf

During the year under review, all transactions entered
into with related parties were approved by the Audit
Committee. Certain transactions, which were repetitive
in nature, were approved through omnibus route. As
per the SEBI Listing Regulations, if any related party

transaction exceeds ' 1000 crore or 10% of the annual consolidated turnover as per the last audited financial
statement whichever is lower, would be considered as material and require member's approval. However, there
were no material transactions of the Company with any of its related parties as per the Act. Therefore, the disclosure
of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the
Company for Financial Year 2024-2025 and hence, the same is not required to be provided.

Details of related party transactions entered into by the Company in terms of Ind AS - 24 have been disclosed in the
notes to the standalone/consolidated financial statements forming part of this Annual Report.

18. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF
COMPANIES ACT, 2013

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Act and
SEBI Listing Regulations, are provided in the financial statements.

19. RISK MANAGEMENT

Pursuant to Regulation 21 of SEBI Listing Regulations, the Board members of the company has re-constituted the

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The Risk Management Committee has formulated and recommended to the Board, a Risk Management Policy to
frame, implement and monitor the risk management plan for the Company, which has been approved by the Board.
The Policy may be accessed on the Company's website at the link: https://ganeshhousing.com/assets/main/pdf/
corporate-governance/policies/Risk-Management-Policy.pdf

During the financial year 2024-2025, the committee met for Two (2) times viz. April 12, 2024 and October 29, 2024.

20. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Act, the Board members of the company has re-constituted the Committee during the
year under review Corporate Social Responsibility Committee (“CSR Committee”) comprising of following members:

The CSR Committee has formulated and recommended
to the Board, a Corporate Social Responsibility
Policy (“CSR Policy”) indicating the activities to be
undertaken by the Company as specified under
Schedule VII of the Act, which has been approved by
the Board. The CSR Policy may be accessed on the
Company's website at the link: https://ganeshhousing.
com/assets/main/pdf/corporate-governance/policies/
corporate-social-responsibility-policy.pdf

During the financial year 2024-2025, the committee
met for Two (2) times viz. June 26, 2024 and March
08, 2025.

The annual report on Corporate Social Responsibility
showing initiatives undertaken by the Company
during the year under review containing particulars as
specified under Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 is as per
Annexure - F to the Report.

21. ANNUAL EVALUATION MADE BY THE
BOARD OF ITS OWN PERFORMANCE AND
THAT OF ITS COMMITTEE AND INDIVIDUAL
DIRECTORS

During the year under review, the Company
conducted Board Evaluation as part of its efforts to
evaluate, identify, improve and thereby enhancing the
effectiveness of the Board of Directors (“Board”), its
Committees and individual directors. This was in line
with the requirements mentioned in the Act and the
SEBI Listing Regulations.

The Company has also devised a policy for
performance evaluation of the Board, Committees
and other individual directors (including Independent
Directors) which includes criteria such as the
composition of committees, effectiveness of
committee meetings, attendance of directors, active
participation at various meetings, compliances of
various laws/codes and policies, etc.

The Board of Directors of the Company has carried out
an annual evaluation of its own performance, board
committees and individual directors. The performance
of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the
criteria such as the board composition, its structure,
effectiveness of board processes, information flow
and functioning etc anonymously in order to ensure
objectivity. The performance of the committees was
evaluated by the Board after seeking inputs from the
committee members on the basis of the criteria such
as the composition of committees, effectiveness of
committee meetings, etc.

Further, the Board reviewed the performance of the
individual directors on the basis of the criteria such
as regular attendance in meeting, the contribution of
the individual director to the Board and committee
meetings like preparedness on the issues/ matters
to be discussed, meaningful and constructive
contribution and inputs in meetings etc. In addition,
the Chairman was also evaluated on the key aspects
of his role.

In a separate meeting of Independent Directors held
on March 20, 2025, performance of non-independent
directors, performance of the Board as a whole and
performance of the Chairman was evaluated.

The results of evaluation can be concluded that there
was a high level of board effectiveness with no areas
of major concerns and the Board committees and the
Directors were performing their duties adequately.

22. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant
or material orders passed by the regulators or courts
or tribunals impacting the going concern status and
company's operations in future.

23. INTERNAL FINANCIAL CONTROLS

With reference to financial statements, the Company
has put in place adequate financial controls in form of
policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence
to Company's policies, the safeguarding of its assets,
the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting
records and the timely preparation of reliable financial
information.

24. AUDIT COMMITTEE

The Board members of the company has re¬
constituted the Audit Committee during the year under
review and it comprises of total Five (5) members out
of which Four (4) are Independent and Non-executive
Directors viz. Mr. Sandeep M. Singhi (Chairman),
Mr. Darshankumar N. Patel (Member), Mr. Ashish K.
Patel (Member) & Ms. Palak M. Pancholi (Member)
and fifth member is Managing Director & CEO viz.

Mr. Shekhar G. Patel. All the recommendations made
by the Audit Committee were accepted by the Board
during the year under review. During the financial year
2024-2025, the committee met for Six (6) times viz.
May 14, 2024, June 29, 2024, July 15, 2024, September
06, 2024, October 18, 2024 and January 17, 2025.

25. VIGIL MECHANISM

Pursuant to Regulation 22 of SEBI Listing Regulations
your Board has adopted the Vigil Mechanism and
Whistle Blower Policy for directors and employees
to report concern about unethical behaviour, actual
or suspected fraud or violation of Company's Code
of Conduct and Ethics. The updated Vigil Mechanism
and Whistle Blower Policy is available on the website
of the Company. The web link of the same viz. https://
ganeshhousing.com/assets/main/pdf/corporate-
governance/policies/vigil-mechanism.pdf

26. DISCLOSURE AS REQUIRED UNDER
SECTION 22 OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment
at workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules
framed thereunder for prevention and redressal of
complaints of sexual harassment at workplace. The
Company has setup an Internal Complaints Committee
(ICC) for redressal of Complaints.

During the financial year 2024-2025, the Company
has received NIL complaints on sexual harassment,
out of which NIL complaints have been disposed
off and NIL complaints remained pending as of
March 31,2025.

27. COMPLIANCE WITH THE PROVISIONS OF
SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and
SS-2, relating to ‘Meetings of the Board of Directors'
and ‘General Meetings', respectively, have been duly
complied by your Company.

28. 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, there were no applications made
or any proceedings pending against the Company
under Insolvency and Bankruptcy Code, 2016 during
the financial year.

29. 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 ALONG WITH THE REASONS
THEREOF

During the financial year under review, there were
no instances of one-time settlement with any Bank or
Financial Institution.

30. ACKNOWLEDGEMENTS

Your Directors express sincerely thanks to the
Company's employees, customers, vendors and

investors for their steadfast support. They also
extend heartfelt gratitude to the Central and State
Governments, relevant departments, and agencies
for their invaluable guidance and cooperation. Special
thanks are due to our banking partners-Tamilnad
Mercantile Bank Limited, ICICI Bank, HDFC Bank,
YES Bank and State Bank of India for their continued
trust and collaboration.

For & on behalf of Board of Directors

Dipakkumar G. Patel

Date : June 20, 2025 Chairman

Place : Ahmedabad (DIN: 00004766)