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:

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 ' 200 Crore (growth of 53% over previous
financial year) and PAT crossed ' 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 ' 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 ' 10/- each, at an issue price of
' 1,035/- per share (including a premium of ' 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 ' 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 ' 10/- each, at an issue
price of ' 1,035/- per share (including a premium of
' 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 ' 26.80 Crore comprising of 2,67,95,984
Equity Shares having face value of ' 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) o
the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration o
Managerial Personnel) Rules, 2014, is annexed as
"Annexure F" and forms an integral part of this
Report. The information showing names and othei
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) o
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 a'
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 par
of this Report.

POLICY ON SEXUAL HARASSMENT

Prevention and control of sexual harassment a'
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 Harassmen
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.

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

(Shyam Sunder Sharmma)
Place : Kanpur Chairman

Date: August 13, 2025 DIN: 00530921