Directors Report of Ganesha Ecosphere Ltd.

Mar 31, 2025

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:

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 '' 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.

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

(Shyam Sunder Sharmma)
Place : Kanpur Chairman

Date: August 13, 2025 DIN: 00530921

---

Mar 31, 2024

Your Directors have pleasure in presenting the Thirty-fifth Annual Report of the Company together with the Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS

The summarized financial results of the Company for the year ended March 31, 2024 as compared to the preceding year are as under:

in Crore)

	Standalone		Consolidated
	Year ended March 31, 2024	Year ended March 31, 2023	Year ended March 31, 2024	Year ended March 31, 2023
Total income	1001.10	1149.30	1137.56	1193.02
Profit before Finance costs, Depreciation and amortization expense	125.50	140.28	152.49	141.06
Less: Finance costs	15.17	14.12	44.90	16.94
Less: Depreciation and amortization expense	26.66	27.02	48.68	29.15
Profit before Tax	83.67	99.14	58.91	94.97
Tax expense	(21.19)	(25.82)	(18.34)	(25.51)
Profit for the year	62.48	73.32	40.57	69.46
Add: Other comprehensive income	0.07	0.36	0.17	0.36
Total comprehensive income for the year	62.55	73.68	40.74	69.82
Balance in retained earnings at the beginning of the year	482.60	413.29	469.49	404.03
Profit after Tax available for appropriation	545.15	486.97	510.23	473.85
Dividend paid	(4.37)	(4.37)	(4.36)	(4.36)
Transfer to General Reserve	-	-	-	-
Balance in retained earnings at the end of the year	540.78	482.60	505.87	469.49

FINANCIAL AND OPERATIONAL PERFORMANCE

The standalone and consolidated financial statements for the financial year ended March 31, 2024, 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.

During FY 2024, India’s textile and apparel industry faced a severe blow due to the global economic slowdown and declining global trade. Acute demand shortage coupled with cheap imports from neighbouring countries impacted the industry adversely.

Amidst the above scenario, your Company had also suffered and faced significant drop in sales and profitability during the financial year. On standalone basis, the total income of the Company was T1001.10 crore during FY 2024 as against T1149.30 crore during

FY 2023. The Operating Profit (EBITDA) stood at T125.50 crore as against T140.28 crore of the last financial year. During the year under review, the Company has earned Net Profit of T62.48 crore as compared to T73.32 crore of the preceding financial year.

On consolidated basis, the Company recorded a total income of T1137.56 crore as against T1193.02 crore in the previous financial year. Our consolidated net profit for the year is T40.57 crore compared to T69.46 crore of the last financial year.

The Company has achieved debt free status with repayment of almost entire borrowings from the proceeds of QIP and preferential issue undertaken in the last quarter of the financial year 2023-24.

The performance of the Company during the current FY 2024-25 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.

RATING

During the financial year 2023-24, the following ratings have been re-affirmed by ICRA and CARE:

i. A; Stable (Single A; Outlook Stable) for Long Term Bank Facilities (Term Loan and Fund Based) signifying adequate degree of safety regarding timely servicing of financial obligations. Such facilities carry low credit risk.

ii. A1 (A One) 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

Your Directors are pleased to recommend a dividend of ?3/- per share (i.e. @ 30%) on Equity Shares of ?10/- each of the Company, involving cash outflow of ^7.60 crore of the Company’s standalone net profit for the financial year 2023-24. 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, unpaid dividend for the financial year 2015-16 amounting to ?0.10 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

During the year under review:

a) On January 18, 2024, the Company had issued and allotted 14,49,000 Fully Convertible Equity Warrants at an issue price of H1,035/- (including a premium of H1,025/-) per Equity Share, aggregating to H149.97 crore, to an entity belonging to Promoter Group, on preferential basis under Chapter V of the SEBI (ICDR) Regulations, 2018. The said warrants are convertible into equal number of Equity Shares within a period of 18 months from the date of their allotment. The upfront amount of H37.50 crore, received on allotment of warrants, has been entirely utilized towards stated purpose of the issue.

b) On February 2, 2024, the Company had issued and allotted 35,17,587 Equity Shares of face value of H10/- each at an issue price of H995/- per Equity Share (including H985/- towards share premium) aggregating to approx. H350 crore, to eligible qualified institutional buyers by way of Qualified Institutions Placement (QIP) under Chapter VI of the SEBI (ICDR) Regulations, 2018. Consequent to said allotment, the total Paid-up Equity Share Capital of the Company stood increased from H21.83 crore to H25.35 crore. The funds raised through the issue are being utilized in accordance with the objects stated in the offer document.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31, 2024; the Company had 2 (two) Indian wholly owned subsidiaries (namely Ganesha Ecopet Private Limited and Ganesha Ecotech Private Limited) and 1 (one) overseas wholly owned subsidiary in Nepal (namely Ganesha Overseas Private Limited). The Company had no Associate and Joint Venture Companies during the year ended on March 31, 2024.

A statement containing salient features of the Financial Statements of the subsidiaries 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 and their contribution to the overall performance of the Company during the period under review.

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.

The Company’s Policy for determining Material Subsidiaries is disclosed on the Company’s website at https://www. ganeshaecosphere.com/corporate-governance-policies. As on

March 31, 2024, the Company had no material subsidiary.

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. There is no material change in the ESOP Scheme during the year under review and the provisions of the Scheme are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,

2021. The ESOP Scheme has been implemented through Trust mechanism by way of secondary acquisition of equity shares by the Trust for allocating/transferring the same to the eligible employees on exercising and vesting of options.

During the year under review, the Nomination and Remuneration Committee of the Company at its meeting held on March 7, 2024, had granted 39,194 options convertible into equal number of Equity Shares of the Company of face value of T10/- each, to the eligible employees of the Company and its Subsidiaries, against 39,194 equity shares held by the Ganesha Employees’ Welfare Trust (“Trust”), pursuant to the provisions of the ESOP Scheme. The Options so granted shall vest after one year from the Grant Date i.e. on March 7, 2025 and shall be exercisable at an exercise price of T543/- per Equity Share within a period of 3 years from the date of vesting.

The details of stock options granted pursuant to the ESOP Scheme and the disclosure in compliance with Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is available on the Company’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 Surendra Kumar Kabra ceased to be the Non-Executive Independent Director of the Company due to his demise on June 1, 2023. The Board praised his valuable guidance and contribution to the Company during his association and expressed their deepest condolences and paid tribute to Late Surendra Kumar Kabra.

With a view to broad base the Board and to fill the vacancy created in the Board due to the demise of Late Surendra Kumar Kabra, the Board of Directors of the Company, on the recommendation of Nomination & Remuneration Committee, had appointed Shri Narayanan Subramaniam (DIN: 00166621) as an Additional (NonExecutive Independent) Director of the Company with effect from August 24, 2023, for a term of 5 (five) consecutive years and the same was approved by members of the Company at the 34^th Annual General Meeting held on September 21, 2023.

Shri Sharad Sharma (DIN: 00383178) was re-appointed as the Managing Director of the Company for a further period of 5 (five) years w.e.f. 1^st February, 2024 by the Members of the Company at the 34^th Annual General Meeting held on September 21, 2023.

The Board of Directors of the Company at its meeting held on August 10, 2024, on the recommendation of Nomination & Remuneration Committee, has proposed the re-appointment of Dr. Shobha Chaturvedi (DIN: 08553800) as a Non-Executive Independent

Director of the Company for a second term of 5 (five) years, as her present term of 5 (five) years as Independent Director shall expire at the conclusion of the ensuing AGM of the Company. The resolution proposing her re-appointment as Independent Director for the second term pursuant to Section 149(6) of the Companies Act, 2013, forms part of the Notice of ensuing AGM for approval of members of the Company.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Shri Rajesh Sharma (DIN: 02228607), Joint Managing Director of the Company, retires from the Board by rotation, at the ensuing AGM of the Company and being eligible he 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(s) of Dr. Shobha Chaturvedi and Shri Rajesh Sharma are 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 qualifications & proficiency and possess attributes of integrity, expertise and experience.

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, 2024, 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 2023-24, 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/Contentimages/ AnnualReturn/ANNUALRETURN2022-2023.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 2024-25, 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 33^rd AGM of the Company held on September 30, 2022, to hold office till the conclusion of 38^th AGM of the Company. The Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Statutory Auditors’ Report for the financial year 2023-24 does not contain any qualification, reservation or 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 has appointed M/s. S.K. Gupta & Co., Company Secretaries, as Secretarial Auditors of the Company, to undertake Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as “Annexure B”.

The Secretarial Audit Report for the Financial Year 2023-24 does not contain any qualification, reservation or 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 2024-25.

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 2023-24. 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 2023-24, 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, 2024.

The Company’s Policy on Related Party Transactions 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, NonExecutive 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 is available on the website of the Company at 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 14, 2024, 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 30, 2024, 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 of the Board 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 has been uploaded on the Company’s website and may 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 C” 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(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Company, during the year, had accepted an amount of R2.06 crore as unsecured loans from the Directors and the same were repaid during the year under review. No amount of unsecured loan from Directors was outstanding as on March 31, 2024.

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 2023-24 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 D”.

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 E” 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 2023-24.

GENERAL

During the year under review:-

Q The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

Q The Company has not issued any shares (including sweat equity shares) to employees of the Company or its subsidiaries under any scheme except for the grant of ESOP as disclosed above.

Q There was no revision in the financial statements.

Q 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.

Q There has been no change in the nature of business of the Company.

Q There is no proceeding initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.

Q 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

(Shyam Sunder Sharmma) Place : Kanpur Chairman

Date : August 10, 2024 DIN: 00530921

---

Mar 31, 2023

The Directors have pleasure in presenting the Thirty-fourth Annual Report of the Company together with the Audited Financial Statements for the financial year ended March 31, 2023.

FINANCIAL RESULTS

The summarized financial results of the Company for the year ended March 31, 2023 as compared to the preceding year are as under:

(Rs. in Crore)
	Standalone		Consolidated
	Year ended March 31, 2023	Year ended March 31, 2022	Year ended March 31, 2023	Year ended March 31, 2022
Total Income	1149.30	1033.85	1193.02	1028.36
Profit before Finance Costs, Depreciation and Amortization Expense	140.28	128.87	141.06	120.82
Less: Finance Costs	14.12	9.76	16.94	9.76
Less: Depreciation & Amortization Expense	27.02	28.37	29.15	28.40
Profit before Tax	99.14	90.74	94.97	82.66
Tax Expense	(25.82)	(21.19)	(25.51)	(20.69)
Profit after Tax	73.32	69.55	69.46	61.97
Add: Other Comprehensive Income	0.36	0.03	0.36	0.03
Total Comprehensive Income	73.68	69.58	69.82	62.00
Balance in retained earnings at the beginning of the year	413.29	348.08	403.80	346.21
Profit after Tax available for appropriation	486.97	417.66	473.62	408.21
Dividend Paid	(4.37)	(4.37)	(4.37)	(4.37)
Transfer to General Reserve	-	-	-	-
Other	-	-	-	(0.04)
Balance in retained earnings at the end of the year	482.60	413.29	469.25	403.80

FINANCIAL AND OPERATIONAL PERFORMANCE

The standalone and consolidated financial statements for the financial year ended March 31, 2023, 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.

On standalone basis, the Company achieved a total income of H1149.29 Crore during FY 2023 as against H1033.85 Crore during FY 2022 registering an increase of 11.17% on the back of higher realizations as well as increase in overall sales volume. The Operating Profit (EBITDA) stood at H140.28 Crore, an increase of 8.85% over EBITDA of H128.87 Crore of the last financial year. During the year under review, the Company has earned Net Profit of H73.32 Crore, an increase of 5.42%, as compared to H69.55 Crore of the preceding financial year.

On consolidated basis, the Company recorded a total income of H1193.02 Crore as against H1028.36 Crore in the previous financial year. Our consolidated net profit for the year is H69.46 Crore compared to H61.97 Crore of the last financial year.

The performance of the Company during the current FY 2022-23 continues to be encouraging and barring unforeseen circumstances, your Directors expect your Company to achieve better results during the year.

RATING

During the financial year 2022-23, the following ratings have been re-affirmed by ICRA and CARE:

i. A; Stable (Single A; Outlook Stable) for Long Term Bank Facilities

(Term Loan and Fund Based) signifying adequate degree of safety regarding timely servicing of financial obligations. Such facilities carry low credit risk.

ii. A1 (A One) 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

Your Directors are pleased to recommend a dividend of H2/- per share (i.e. @ 20%) on Equity Shares of H10/- each of the Company, involving cash outflow of H4.37 Crore of the Company''s standalone net profit for the financial year 2022-23. 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, unpaid dividend for the financial year 2014-15 amounting to H 0.09 Crore being 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 (“SEBIListing 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.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31, 2023; the Company had 2 (two) Indian wholly owned subsidiaries (namely Ganesha Ecopet Private Limited and Ganesha Ecotech Private Limited) and 1 (one) overseas wholly owned subsidiary in Nepal (namely Ganesha Overseas Private Limited). The Company had no Associate and Joint Venture Companies during the year ended on March 31, 2023.

Ganesha Ecotech Private Limited and Ganesha Overseas Private Limited have commenced commercial production of their products w.e.f. February 1, 2023 while Ganesha Ecopet Private Limited has commenced commercial production of its products w.e.f. April 1, 2023. Subsidiaries had no significant contribution to the overall performance of the Company during the year under review.

A statement containing salient features of the Financial Statements of the subsidiaries 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.

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.

The Company’s Policy for determining Material Subsidiaries is disclosed on the Company’s website at https://www. ganeshaecosphere.com/corporate-governance-policies. As on

March 31, 2023, the Company had no material subsidiary.

GANESHA ECOSPHERE EMPLOYEES’ STOCK OPTION SCHEME 2021

There is no material change in the Ganesha Ecosphere Employees’ Stock Option Scheme 2021 (“ESOP Scheme”) and the provisions of ESOP Scheme are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

During the year under review, Ganesha Employees’ Welfare Trust (‘Trust’) had purchased 19,859 Equity shares of the Company from the secondary open market, however, no ESOPs were granted to eligible employees, pursuant to the ESOP Scheme.

The Members of the Nomination and Remuneration Committee have extended the time period for appropriation of Equity Shares acquired by the Trust during FY 2021-22 till the end of second subsequent financial year (i.e. till the end of FY 2023-24), pursuant to Regulation 3(12) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The disclosure pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is available on the Company’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 SEBIListing Regulations is provided in a separate section forming part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the 33rd Annual General Meeting held on 30th September, 2022, the following Whole Time Directors of the Company were reappointed by the Company:

Name	Designation	Tenure
Shri Vishnu Dutt	Executive Vice-	5 years
Khandelwal (DIN: 00383507)	Chairman	(w.e.f. June 19, 2023)
Shri Rajesh Sharma	Joint Managing	5 years
(DIN: 02228607)	Director	(w.e.f. June 19, 2023)

During the year under review, Shri Vishwa Nath Chandak (DIN: 00313035) has ceased to hold office as Non-Executive Independent

Director of the Company from conclusion of 33rd AGM of the Company held on 30th September, 2022, upon completion of his second term of office as Independent Director. The Board places on record its deepest gratitude and appreciation towards valuable contribution made by Shri Vishwa Nath Chandak during his tenure as director of the Company.

Shri Surendra Kumar Kabra, Non-Executive Independent Director of the Company, left us for his heavenly abode on June 1, 2023. Late Surendra Kumar Kabra was appointed to the Board of the Company in 1994. His sad demise is an irreparable loss to the Company. The Board praised his valuable guidance and contribution to the Company during his association and expressed their deepest condolences and paid tribute to Late Shri Surendra Kumar Kabra.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Shri Shyam Sunder Sharmma (DIN: 00530921), Non-Executive Director of the Company, retires from the Board by rotation, at the ensuing Annual General Meeting (AGM) of the Company and being eligible he has offered himself for re-appointment.

The Board of Directors at their meeting held on August 3, 2023, have unanimously decided for re-appointment of Shri Sharad Sharma (DIN: 00383178), Managing Director & CEO of the Company, for a further period of 5 years w.e.f. February 1, 2024, on the terms and conditions (including remuneration) recommended by the Nomination and Remuneration Committee after expiry of his present term of office on January 31, 2024.

The Board recommends the proposal of re-appointment of Shri Shyam Sunder Sharmma and Shri Sharad Sharma, Directors of the Company, for consideration of the Members at the ensuing AGM of the Company.

Appropriate resolutions seeking Members'' approval for reappointment of the Directors along-with their brief profile are placed 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 qualifications & proficiency and possess attributes of integrity, expertise and experience.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Company consisted of 3 (three) Directors, out of which 2 (two) 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, 2023, 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 2022-23, the Board of Directors had met 4 (four) 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/

ContentImages/AnnualReturn/ANNUALRETURN2021-2022.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 year 2023-24, 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.

The Statutory Auditors’ Report for the financial year 2022-23 does not contain any qualification, reservation or 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 has appointed M/s. S.K. Gupta & Co., Company Secretaries, as Secretarial Auditors, to undertake Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith as “Annexure B”.

The Secretarial Audit Report for the Financial Year 2022-23 does not contain any qualification, reservation or 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 2023-24.

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 2022-23. 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 year, 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 by the Company are disclosed under Note No. 34 of the Notes to the Standalone Financial Statements for the year ended March 31, 2023.

The Company''s Policy on Related Party Transactions 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

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 and 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 is available on the website of the Company at 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 4, 2023, has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act & SEBIListing 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 25, 2023, performance of non-independent directors, Chairman of the Company and the Board as a whole was evaluated, taking into account the views of Executive Directors and other NonExecutive Directors. 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 of the Board 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 has been uploaded on the Company’s website and may 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 C” 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(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Company, during the year, had accepted an amount of H1.93 Crore as unsecured loans from the Directors and the balance outstanding as on March 31, 2023 was H1.86 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 2022-23 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 D”.

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 E” 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 2022-23.

GENERAL

• 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 subsidiary under any scheme.

• There is no change in the Share Capital Structure of the Company during the year under review.

• There was no revision in the financial statements.

• Neither the Managing Director nor the Whole-time Directors of the Company receive 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.

---

Mar 31, 2018

The Directors have pleasure in presenting the Twenty Ninth Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2018.

FINANCIAL RESULTS

The summarised financial results of the Company for the year ended 31st March, 2018 as compared to the preceding year are as under:

(Rs. in Lakhs)

	Current Year (2017-18)	Previous Year (2016-17) *
Total Income	76,055.70	68,849.09
Profit before Finance Costs, Depreciation and Amortization Expense	8,914.24	8,153.74
Less: Finance Costs	1,457.25	1,487.74
Less: Depreciation & Amortization Expense	2,048.37	2,052.76
Profit before Tax	5,408.62	4,613.24
Tax Expense	(1,885.54)	(1,630.59)
Profit after Tax	3,523.08	2,982.65
Add: Other Comprehensive Income	18.22	2.21
Total Comprehensive Income	3,541.30	2,984.86

*Figures are re-stated as per Ind AS.

FINANCIAL AND OPERATIONAL PERFORMANCE

Your Company has prepared the Financial Statements for the year ended 31st March, 2018 for the first time in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder. Previous year figures have been regrouped/re-classified wherever necessary and have been re-stated as per Ind AS.

We are pleased to inform you that your Company posted a growth of 10.39%, in revenue from operations of Rs.75,755.27 Lakh, during the year under review, as compared to Rs.68,623.03 Lakh in the previous year. The Company achieved Earnings before Depreciation, Interest and Taxation (EBITDA) of Rs.8914.24 Lakh in financial year 2017-18 against Rs.8,153.74 Lakh in financial year 2016-17, thereby registering a growth of 9.33% on year to year basis. During the year under review, the Net Profit of the Company is improved by 18.12% at Rs.3,523.08 Lakh as against Rs.2982.65 Lakh in previous year due to growth in volumes and cost consciousness.

During the year, the business landscape witnessed a historical tax reform in indirect taxation, causing initial disruption. The Goods and Services Tax (GST) regime has since then stabilized. The recent rationalization in GST rates is expected to trigger positive sentiments amongst consumers and we are optimistic about growth opportunities it may bring.

Despite rising commodity prices and high GST rates, Ganesha continued to reinforce its market position and product portfolio. Your directors are pleased to report that Company''s additional production line at Temra has commenced commercial production of RPSF with an installed capacity of 21,000 TPA, w.e.f. 1st February, 2018 and full effect thereof will be reflected in the working of current financial year. With commissioning of the project, the consolidated RPSF capacity of the Company has reached at 1,08,600 TPA.

The performance of the Company during the current year continues to be encouraging and barring unforeseen circumstances, your Directors expect your Company to achieve better results during the year.

DIVIDEND

Your Directors are pleased to recommend for approval of the members, a dividend of Rs.1.50 per share (i.e. @ 15%) on Equity Shares of Rs.10/- each of the Company, involving cash outflow of Rs.394.75 Lakh (inclusive of Dividend Distribution Tax of Rs.67.31 Lakh) for the financial year 2017-18.

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, final dividend for the financial year 2009-10 amounting to Rs.463,852/- being 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 Investors Education and Protection Fund (IEPF) of the Central Government.

SHARE CAPITAL

During the current year, your Company had made an allotment of 26,52,520 Equity Shares of face value of Rs.10/- each at a price of Rs.377/-per share (including premium of Rs.367/- per share) aggregating to approx. Rs.10,000 Lakh to eligible Qualified Institutional Buyers in accordance with Chapter VIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

The proceeds of the aforesaid issue are being utilized in accordance with the objects stated in the offer document.

With the aforesaid allotment of Equity Shares, the total Paid-up Equity Share Capital of the Company stood increased from Rs.1,917.69 Lakh to Rs.2,182.94 Lakh.

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 Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is provided in a separate section forming part of the Annual Report.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company has no Subsidiary, Associate and Joint Venture Companies during the year, as such; the requirement of furnishing information relating to performance and financial position of the Subsidiary, Associate and Joint Venture Companies is not applicable.

DIRECTORS

During the current year, the Board of Directors has re-appointed the following Whole Time Directors of the Company upon expiry of their term of office:

Name	Designation	Tenure
Shri Vishnu Dutt Khandelwal (DIN: 00383507)	Executive Vice Chairman	5 years (w.e.f. 19th June, 2018)
Shri Rajesh Sharma (DIN: 02228607)	Executive Director	5 years (w.e.f. 19th June, 2018)
Shri Gopal Singh Shekhavat (DIN: 06591844)	Director (Administration)	5 years (w.e.f. 1st June, 2018)

Appropriate Resolution(s) seeking your approval for re-appointment of the directors are placed in the Notice of ensuing Annual General Meeting.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Shri Gopal Singh Shekhavat (DIN: 06591844), Director of the Company retires from the Board by rotation, at the ensuing Annual General Meeting of the Company and being eligible he has offered himself for reappointment.

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(i)(b) of the Listing Regulations.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Company comprises of six Directors, out of which five 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.

KEY MANAGERIAL PERSONNEL

During the year under review, following are the Key Managerial Personnel of the Company:

S. No.	Name of the person	Designation
1.	Shri Shyam Sunder Sharmma	Chairman and Managing Director
2.	Shri Sharad Sharma	Joint Managing Director
3.	Shri Gopal Agarwal	Chief Financial Officer
4.	Shri Bharat Kumar Sajnani	Company Secretary & Compliance Officer

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the Board ofDirectors, to the best of their knowledge and ability, in respect of the financial year ended 31st March, 2018, 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. The Audit Committee of the Board of Directors regularly reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the financial year 2017-18 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.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is included in this Report as "Annexure A" and forms an integral part of this Report.

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 year 2018-19, for both the Stock Exchanges is paid.

AUDITORS AND AUDITORS'' REPORT

a. Statutory Auditors

M/s. Narendra Singhania & Co., Chartered Accountants, New Delhi were appointed as Statutory Auditors of the Company at the 28th Annual General Meeting of the Company held on 25.09.2017, who shall hold office till the conclusion of the 33rd Annual General Meeting in accordance with the provisions of the Companies Act, 2013. However, this appointment was subject to ratification by the members at every Annual General Meeting to be held thereafter during their tenure of office. The Auditors have confirmed their eligibility and qualification under Section 141 of the Companies Act, 2013 and, therefore, their ratification for appointment as Statutory Auditors for the year 2018-19 is being sought from the Members of the Company at the ensuing Annual General Meeting.

The Auditors'' Report for the financial year 2017-18 does not contain any qualification, reservation or adverse remark.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed M/s. S.K. Gupta & Co., Company Secretaries, as Secretarial Auditor, to undertake Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed herewith as "Annexure B" to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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.:00022) and M/s. Rakesh Misra & Co., Cost Accountants (Firm Regn. No.: 00249), 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 2018-19.

As required under the Companies Act, 2013, the resolutions seeking Members'' ratification for the remuneration payable to Cost Auditors forms part of the Notice convening the Annual General Meeting.

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 2017-18. The Internal Audit Report is placed before the Audit Committee of the Company, at regular intervals.

RELATED PARTY TRANSACTIONS

The Company''s Policy on Related Party Transactions is disclosed on the website of the Company at the link http://ganeshaecosphere. com/wp-content/uploads/2016/05/related-party-transaction. pdf

During the financial year under review, all transactions entered into with Related Parties were in the ordinary course of business and on an arm''s length basis and they are placed before the Audit Committee as also to the Board for approval. Omnibus approval from the Audit Committee was obtained on annual basis for transactions which are of repetitive nature. During the year, 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. 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 are disclosed under Note No. 35 of the Notes to the Financial Statements for the year ended 31st March, 2018.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS BY THE COMPANY

Your Company has not made any investments, given loans and guarantees or provided securities attracting provisions of Section 186 of the Companies Act, 2013.

WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 and the Listing Regulations, the Company has adopted Whistle Blower Policy for vigil mechanism for Directors and employees to report to the management about the unethical behavior, 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 the link http://ganeshaecosphere.com/wp-content/uploads/2016/05/whistle-blower-policy.pdf

NOMINATION AND REMUNERATION POLICY

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 and Non-Executive Directors including Independent Directors, KMP and Senior Management Personnel. It also covered performance evaluation criteria of the Board, its Committees and individual directors.

The Nomination, Remuneration and Board Diversity Policy of the Company is available on the website of the Company at the link http://ganeshaecosphere.com/wp-content/uploads/2016/08/ Policy-on-Nomination-Remuneration-And-Board-Diversity.pdf.

There has been no change in the policy during the year under review. 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 13th February, 2018, has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act & 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 13th February, 2018, performance of non-independent directors, the Chairman of the Company and the Board as a whole was evaluated, taking into account the views of Executive Directors and NonExecutive Directors.

RISK MANAGEMENT

Risk management is an ongoing process and embedded in the operating framework of your Company. Your Company believes that managing risks helps in maximizing returns. The Board members are regularly informed about the potential risks, their assessment and minimization procedures. The Board frames a plan for elimination / minimization of the risk and further lays out the steps for implementing and monitoring of the risk management plan.

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 has been uploaded on the Company''s website and may be accessed at the link www.ganeshaecosphere. com/wp-content/uploads/2016/05/risk-management-policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to focus on inclusive growth and improving lives by contributing towards communities around which it operates. The Company works primarily through its CSR Trust i.e. "Ganesh Memorial Trust", towards supporting projects in the area of promoting education among differently abled, eradicating hunger and promoting healthcare including preventive healthcare. These projects are in accordance with Schedule VII to the Companies Act, 2013 and the Company''s CSR Policy.

The Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as "Annexure C". The CSR Policy has been uploaded on the Company''s website and may be accessed at the link http://ganeshaecosphere.com/wp-content/uploads/2016/05/corporate-social-responsibility-policy. pdf

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(1 )(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Company, during the year, has accepted an amount of Rs.347 Lakh as unsecured loans from the Directors and the balance outstanding as on 31st March, 2018 was Rs.675 Lakh.

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 2017-18 and the date of this Report. Further, there was no change in the nature of business of the Company.

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 D

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 E" 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 Annual General Meeting. Any member interested in obtaining a copy thereof, may also write to the Company Secretary.

CORPORATE GOVERNANCE

As required under Schedule V to the Listing Regulations, a separate section on Corporate Governance together with 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 2017-18.

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 place on record appreciation to the employees at all levels, whose hard work, co-operation and support helped us face all challenges and deliver results. 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

Place : Kanpur (Shyam Sunder Sharmma)

Date : 9th August, 2018 Chairman and Managing Director

DIN: 00530921

---

Mar 31, 2014

To the Members of Ganesha Ecosphere Ltd.

The Directors have pleasure in presenting the Twenty Fifth Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

The summarised financial results of the Company for the year ended 31st March, 2014 as compared to the preceding year are as under:

(H in crores)

Current Year Previous Year

(2013-14) (2012-13)

Total Revenue 501.03 436.36

Profit before Finance Costs, Depreciation and Amortisation Expense 56.30 48.19

Less: Finance Costs 15.86 10.26

Less: Depreciation & Amortisation Expense 12.56 11.46

Profit before Extra Ordinary Items & Tax 27.88 26.47

Extra Ordinary Item (Loss by Fire) 1.56 -

Profit before Tax 26.32 26.47

Tax Expense 1.78 2.35

Profit after Tax 24.54 24.12

Surplus brought forward from Previous Year 62.81 40.98

Balance available for appropriation 87.35 65.10

Less: Appropriations:

Taxation/MAT Credit adjustments for earlier years (Net) (0.91) 0.33

Reserves

- Capital Redemption 0.50 4.00

- Debenture Redemption (1.13) (4.99)

- General 0.61 0.60

Interim Dividend of Preference Shares (Including Dividend Distribution Tax) 0.03 0.16

Proposed Dividend

- Preference Shares 0.00 0.05

- Equity Shares 1.82 1.82

Dividend Distribution Tax on Proposed Dividend 0.31 0.32

Surplus carried to Balance Sheet 86.12 62.81

FINANCIAL AND OPERATIONAL PERFORMANCE

Financial Year 2013-14, was a challenging year in which Indian economy witnessed lower economic growth. Rising inflation, depreciating currency and rising cost of inputs were the buzz word during the year under review. Despite this unfavourable, volatile and uncertain business environment, your Company has recorded revenues from operations of H499.48 crores in financial year 2013-14, as compared with previous year''s revenues of H435.29 crores, thus registering rise of 14.75%. Earnings before Depreciation, Interest and Taxation (EBITDA) stood at H56.30 crores in the current year, as compared with 48.19 crores in the previous year, recorded an increase of 16.83%. During the Financial Year 2013-14, the Company has achieved Net Profits of H24.54 crores as against the Net Profits of H24.12 crores in previous year recording an increase of 1.75%.

The improvement in Turnover of the Company has been mainly on account of increase in sales volume due to addition in production capacity which was not correspondingly reflected in PAT due to increase in cost of Inputs, Finance and Depreciation charges as well as extra ordinary loss of H1.56 crores due to fire at Kanpur unit against which Insurance claim is yet to be settled.

Your Directors are pleased to report that the Company''s green field project for manufacturing of spun yarn from Recycled Polyester Staple Fibre (RPSF) with an installed capacity of 25,920 spindles at Temra, Bilaspur, Distt. Rampur (U.P.) and expansion project to increase the existing recycling capacity of RPSF at Kanpur unit by 9,000 TPA, had commenced commercial production w.e.f. 01.11.2013 and full effect thereof will be reflected in the working of current financial year.

During the current year, the expansion project of Recycled Polyester Staple Fibre (RPSF) of 21,000 TPA at Bilaspur has also commenced trial production. The Directors hope that the additional capacity shall considerably reduce the lead time for delivering new products and also will improve the Top and Bottom line.

During the year under review, the Company made allotment of 1,015,000 Convertible Equity Warrants to the ''Promoter''s Group & Others'' on preferential basis and the upfront amount of H1.624 crores received on allotment of the Warrants has been utilised for general corporate purposes.

Further, the Company redeemed 50,000, 10% Cumulative Redeemable Preference Shares (Series I) of H100/- each at a premium of H200/- per share, on the due date of redemption i.e. 30th September, 2013.

The performance of the Company during the current year continues to be encouraging and barring unforeseen circumstances, your Directors expect your Company to achieve better results during the year.

DIVIDEND

Your Directors are pleased to recommend for approval of the members, a dividend of H1.20 per share (i.e. @ 12%) on Equity Shares of H10/- each, involving cash outflow of H21,320,233/- (inclusive of dividend distribution tax of H3,097,033/-) for the financial year 2013-14.

In view of redemption of 50,000, 10% Cumulative Redeemable Preference Shares (Series I) on 30th September, 2013, the dividend accumulated thereon till the date of redemption, had been declared and paid as interim dividend.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is provided in a separate section forming part of the Annual Report.

DIRECTORS

During the year, Mrs. Indu Gupta ceased to be Director of the Company due to withdrawal of nomination by IFCI Venture Capital Funds Ltd. w.e.f. 24.04.2014. The Board places on record its appreciation for the valuable services rendered by her during her tenure as Director of the Company. Subsequently, Mrs. Poonam Garg, was inducted on the Board of Directors of the Company as a Nominee Director of IFCI Venture Capital Funds Ltd. w.e.f. 30.05.2014.

The Board of Directors has re-appointed Shri Sharad Sharma as Joint Managing Director of the Company, for a further period of five years with effect from 1st February, 2014 upon expiry of his term of office and the matter is placed for your approval at the ensuing Annual General Meeting.

Pursuant to the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Vishnu Dutt Khandelwal, Director of the Company retires from the Board by rotation and being eligible, he has offered himself for re- appointment.

It is proposed to appoint existing Independent Directors of the Company viz. Shri Anoop Gupta, Shri Surendra Kumar Kabra, Shri Vishwa Nath Chandak and Shri Pradeep Kumar Goenka as the ''Independent Directors'' within the meaning of Section 149 of the Companies Act, 2013 for a term of 5 (five) consecutive years and the matter is placed for your approval at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company, in respect of the financial year ended 31st March, 2014, 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits 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, 1956, 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.

AUDITORS AND AUDITORS'' REPORT

The term of office of the present auditors of the Company, M/s. Mehrotra Rakesh Kumar & Co., Chartered Accountants, Kanpur expires at the conclusion of ensuing Annual General Meeting. Pursuant to the provisions of Section 139 of the Companies Act, 2013, it is proposed to re-appoint them for a further period of three years until the conclusion of the 28th Annual General Meeting of the Company. M/s. Mehrotra Rakesh Kumar & Co., being eligible, have confirmed their willingness to accept office, if re-appointed, at the ensuing Annual General Meeting.

As regards Auditors'' remark in Para 17 to the annexure to their report stating uses of short term funds for long term investments, based on maturity profile of assets and liabilities, it is clarified that as per the requirement of Schedule VI to the Companies Act, 1956, ''Long Term Borrowings'' maturing for payment in next 12 months have been classified under ''other current liabilities''. Due to this classification, the overall Balance Sheet at the end of the year gives the reflection of uses of short term funds for long term investments.

COST AUDITOR

M/s. R. M. Bansal & Co., Cost Accountants (Firm Regn. No.:00022) and M/s. Rakesh Misra & Co., Cost Accountants (Firm Regn. No.: 00249), 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

2013-14 and the Cost Audit Report will be filed with the Central Government by the due date i.e. 27th September, 2014.

Details of Cost Audit Report for the financial year ended 31st March, 2013:-

(a) Due date of filing: 27th September, 2013

(b) Actual date of filing: 9th October, 2013.

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

As per the requirement of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto as Annexure ''A'', forming part of this report.

PARTICULARS OF EMPLOYEES

As none of the employees of the Company was in receipt of remuneration in excess of limits prescribed, particulars of employees under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, are not required to be given.

CORPORATE GOVERNANCE

A separate section on Corporate Governance along with Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

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 place on record appreciation to all the employees for their sincere and dedicated services rendered to the Company and are also grateful to all the shareholders of the Company for reposing continued trust and confidence in the management of the Company.

For and on behalf of the Board

Place : Kanpur (Shyam Sunder Sharmma)

Date : 9th July, 2014 Chairman and Managing Director

---

Mar 31, 2013

To the Members of Ganesha Ecosphere Ltd.

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended 31st March, 2013.

Financial Results

The summarised financial results of the Company for the year ended 31st March, 2013 as compared to the preceding year are as under:

(Rs. in lacs)

Current Year Previous Year (2012-13) (2011-12)

Total Revenue 43,636.42 38,720.42

Profit before Finance Costs, Depreciation and Amortisation 4,818.76 4,338.84

Expense

Less: Finance Costs 1,025.50 1,103.13

Less: Depreciation & Amortisation Expense 1,146.40 1,098.92

Profit before Tax 2,646.86 2,136.79

Tax Expense 234.88 66.91

Profit after Tax 2,411.98 2,069.88

Surplus brought forward from Previous year 4,098.47 3,265.50

Balance available for appropriation 6,510.45 5,335.38

Less: Appropriations

Taxation/ MAT Credit adjustments for earlier years (Net) 33.43 21.38

Reserves

- Capital Redemption 400.00

- Debenture Redemption (499.19) 899.69

- General 60.30 51.75

Interim Dividend of Preference Shares (Series II) 13.33

Dividend Distribution Tax on Interim Dividend 2.16

Proposed Dividend

- Preference Shares 5.00 45.00

- Equity Shares 182.23 182.23

Dividend Distribution Tax on Proposed Dividend 31.82 36.86

Surplus carried to Balance Sheet 6,281.37 4,098.47

Financial and Operational Performance During the Financial Year 2012-13, against a backdrop of an extremely challenging business environment marked by inflation and a slowdown in demand, your Company recorded revenues from operations (net) Rs.43,528.93 lacs as compared with Rs.38,550.61 lacs in 2011-12, thus registering a growth of 12.9% over the last year. The profit after tax during 2012- 13 was placed at Rs.2,411.98 lacs as against Rs.2,069.88 lacs in 2011-12, recording an increase of 16.5%. The improvement in performance of the Company has been mainly on account of increase in production of existing operations and higher realisations due to the manufacture of value-added products.

The Company is leveraging its operational efficiencies and experience in the recycling industry by achieving sustainable growth and consolidating its market share in the long run.

Your Directors are pleased to report that your Company''s green field project for manufacturing of spun yarn from Recycled Polyester Staple Fibre (RPSF) with an installed capacity of 25,920 spindles at Temra, Bilaspur, Distt. Rampur (U.P.) and expansion project to increase the existing recycling capacity at Kanpur unit by 9,000 TPA, has commenced trial production. The expansion project of Recycled Polyester Staple Fibre (RPSF) of 21,000 TPA at Bilaspur, is progressing satisfactorily and expected to be completed in current financial year.

The Directors hope that the additional capacity shall considerably reduce the lead time for delivering new products and also will supply the existing products on much larger scale. The commissioning of these facilities will also lead to an improvement in margins.

During the current year, unfortunate fire accidents were occurred in the UPS room and extruder room respectively of Recycled Polyester Staple Fibre (RPSF) division of the Kanpur unit. The production was temporarily disrupted due to these fire accidents. The unit is completely insured and claims have been lodged with the insurance company.

The performance of the Company during the current year continues to be encouraging and barring unforeseen circumstances, your Directors expect your Company to achieve better results during the year.

Dividend

Your Directors are pleased to recommend for approval of the members, a dividend of Rs.1.20 per share (i.e. @ 12%) on Equity Shares of Rs.10/- each, involving cash outflow of Rs.2,13,20,233 (inclusive of dividend distribution tax of Rs.30,97,033/-), and Rs.10/- per share on 10% Cumulative Redeemable Preference Shares (Series I) of Rs.100/- each, involving cash outflow of Rs.5,84,975/- (inclusive of dividend distribution tax of Rs.84,975/-), for the financial year 2012-13.

Management Discussion and Analysis Report Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is provided in a separate section forming part of the Annual Report.

Directors

In order to broad base the Board, Shri Gopal Singh Shekhavat has been inducted on the Board of Directors of the Company as an Additional Director on 25.05.2013, who holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as Director of the Company. The Board has also appointed Shri Gopal Singh Shekhavat as Whole-time Director of the Company designated as Director (Administration) for a period of five years with effect from 1st June, 2013 and the matter is placed for your approval at the ensuing Annual General Meeting.

During the year, Shri Satpal Kumar Arora ceased to be Director of the Company due to withdrawal of nomination by IFCI Venture Capital Funds Ltd. w.e.f. 25.02.2013. The Board places on record its appreciation for the valuable services rendered by him during his tenure as Director of the Company. Subsequently, Mrs. Indu Gupta, nominee of IFCI Venture Capital Funds Ltd., has been inducted on the Board of Directors of the Company as an Additional Director w.e.f. 25.05.2013, who holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as Director of the Company.

The Board of Directors has re-appointed Shri Vishnu Dutt Khandelwal and Shri Rajesh Sharma as Executive Vice-Chairman and Executive Director of the Company, respectively, for a further period of five years with effect from 19th June, 2013 upon expiry of their term of office and the matter is placed for your approval at the ensuing Annual General Meeting.

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri Rajesh Sharma, Shri Pradeep Kumar Goenka and Shri Vishwa Nath Chandak, Directors of the Company retire from the Board by rotation and being eligible, they have offered themselves for re-appointment.

Directors'' Responsibility Statement In terms of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company, in respect of the financial year ended 31st March, 2013, 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits 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, 1956, 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.

Auditors and Auditors'' Report

The term of office of the present auditors of the Company, M/s. Mehrotra Rakesh Kumar & Co., Chartered Accountants, Kanpur expires at the conclusion of ensuing Annual General Meeting and being eligible, they have confirmed their willingness to accept office, if re-appointed.

As regards Auditors'' remarks in Para 9(i) of the Annexure to their report stating slight delay in the payment of the statutory dues in a few cases, it is clarified that the Company had been regular in depositing statutory dues except in few cases of procedural delays, which have been subsequently made good.

Cost Auditor

M/s. R. M. Bansal & Co., Cost Accountants (Firm Regn. No.: 00022) and M/s. Rakesh Misra & Co., Cost Accountants (Firm Regn. No.: 00249), 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

2012-13 and the Cost Audit Report will be filed with the Central Government by the due date i.e. 27th September, 2013.

Details of Cost Audit Report for the financial year ended 31st March, 2012:- (a) Due date of filing: 28th February, 2013 (b) Actual date of filing: 20th February, 2013.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo As per the requirement of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto as Annexure ''A'', forming part of this report.

Particulars of Employees

Information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, from time to time, in respect of employees of the Company is annexed hereto as Annexure ''B'', forming part of this report.

Corporate Governance

A separate section on Corporate Governance along with Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

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 place on record appreciation to all the employees for their sincere and dedicated services rendered to the Company and are also grateful to all the shareholders of the Company for reposing continued trust and confidence in the management of the Company.

For and on behalf of the Board

Place : Kanpur (Shyam Sunder Sharmma)

Date : 12th August, 2013 Chairman and Managing Director

---

Mar 31, 2012

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended 31st March, 2012.

Financial Results

The summarised financial results of the Company for the year ended 31st March, 2012 as compared to the preceding year are as under:

(Rs in lacs)

Total Revenue 38720.42 29296.82 Profit before Finance Costs and Depreciation Et Amortisation Expense 4338.84 3636.33

Less: Finance Costs 1103.13 741.13

Less: Depreciation Et Amortisation Expense 1098.92 889.93

Profit before Tax 2136.79 2005.27

Tax Expense 66.91 203.74

Profit after Tax 2069.88 1801.53

Surplus brought forward from Previous year 3265.50 1812.90

Balance available for appropriation 5335.38 3614.43 Less: Appropriations:

Taxation/MAT Credit adjustments for earlier years (Net) 21.38 11.44 Reserves

-General 51.75 45.04

- Debenture Redemption 899.69 49.50

Proposed Dividend

- Preference Shares 45.00 45.00

- Equity Shares 182.23 164.04

Tax on Proposed Dividend 36.86 33.91

Surplus carried to Balance Sheet 4098.47 3265.50

Financial and Operational Performance

During FY 2011-12, your Company recorded revenue from operations (net) of Rs.38550.61 lacs as compared with Rs.29149.54 lacs in 2010-11, thus registering a substantial growth of 32.25 °/o over the last year. The profit aftertax during 2011-12 is increased by 14.90%, being Rs.2069.88 lacs as against Rs. 1801.53 lacs in 2010-11, which is considered satisfactory considering the present market scenario. Despite the challenging economic conditions resulting in inflation and slowdown in demand, we have been able to achieve satisfactory results, during the year. The Company's performance was driven by higher volumes along with improved efficiencies.

During 2011-12, the Company recorded export revenue of Rs.7901.35 lacs as against Rs.4762.21 lacs in 2010-11, thus registered a significant growth of 65.92% over the last year despite global slowdown.

Operational results of financial year under review reflect our ability to control costs, our continued investment in strategic initiatives to improve volume and profitability which in turn helped the Company to deliver superior results.

The Company's expansion plans to increase its existing recycling capacity by 30000 TPA and setting up of project for manufacturing of spun yarn with an installed capacity of 25920 spindles are progressing satisfactorily. These projects are being funded through a judicious mix of internal accruals and borrowings.

During the year, 15,16,000 Equity Shares have been allotted to 'Promoters' on Preferential basis consequent upon conversion of outstanding Warrants and the proceeds of the issue have been utilised for general corporate purposes/ expansion projects. With the said allotment, the total Paid-up Equity Share Capital of the Company stood increased from Rs.1367.00 lacs to Rs.1518.60 lacs.

The Company has redeemed 4,00,000, 10% Cumulative Redeemable Preference Shares (Series II) of Rs. 100/- each at par, on the due date of redemption i.e. 31st July, 2012.

The performance of the Company during the Current Year continues to be encouraging and barring unforeseen circumstances, your Directors expect your Company to achieve better results during the year.

Dividend

Your Directors are pleased to recommend for approval of the members, a dividend of Rs.1.20 per share (i.e. @ 12%) on Equity Shares of Rs.10/- each, involving cash outflow of Rs.2,11,79,459 (inclusive of dividend distribution tax of Rs.29,56,259/-), and Rs.10/- per share on 10% Cumulative Redeemable Preference Shares (Series I Et II) of Rs.100/- each, involving cash outflow of Rs.52,30,013/- (inclusive of dividend distribution tax of Rs.7,30,012/-), for the financial year 2011-12.

In view of redemption of 4,00,000, 10% Cumulative Redeemable Preference Shares (Series II) on 31st July, 2012, the dividend accumulated thereon till the date of redemption, had been declared and paid on these shares as interim dividend.

Management Discussion and Analysis

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is provided in a separate section forming part of the Annual Report.

Directors

In order to broad base the Board, Shri Anoop Gupta has been inducted on the Board of Directors of the Company as an Additional Director on 26.05.2012, who holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as Director of the Company.

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri Vishnu Dutt Khandelwal and Shri Surendra Kumar Kabra, Directors of the Company retire from the Board by rotation and being eligible, they have offered themselves for re- appointment.

Directors' Responsibility Statement

In terms of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company, in respect of the financial year ended 31st March, 2012, confirm that: -

a) in preparation of 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, 1956, 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.

Auditors and Auditors' Report

The term of office of the present auditors of the Company, M/s. Mehrotra Rakesh Kumar Et Co., Chartered Accountants, Kanpur expires atthe conclusion of ensuing Annual General Meeting and being eligible, they have confirmed their willingness to accept office, if re-appointed.

As regards Auditors' remarks in para 9(i) of the Annexure to their report stating slight delay in payment of statutory dues in a few cases, it is clarified that the Company had been regular in depositing statutory dues except in few cases of procedural delays, which have been subsequently made good.

Cost Auditor

M/s. R. M. Bansal Et Co., Cost Accountants (Firm Regn. No.: 00022), have been appointed as Cost Auditors of the Company to conduct the audit of the Cost Accounts of the Company in respect of its Textile products for the financial year 2011-12 and the Cost Audit Report will be filed with the Central Government by the due date i.e. 31st December, 2012.

Details of Cost Audit Report for the financial year ended 31st March, 2011:-.

(a) Due date of filing: 27th September, 2011

(b) Actual date of filing: 22nd September, 2011

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As perthe requirement of Section 217(1 )(e) of the Companies Act, 1956,

read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto as Annexure A', forming part of this report.

Particulars of Employees

Information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, from time to time, in respect of employees of the Company is annexed hereto as Annexure 'B', forming part of this report.

Corporate Governance

A separate section on Corporate Governance along with Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

Acknowledgements

Your Directors take this opportunity to place on record appreciation for the co-operation and support extended by various Departments of Central and State Government(s), Bankers and Business associates.

Your Directors also wish to place on record appreciation to all the employees for their sincere and dedicated services rendered to the Company and are also grateful to all the shareholders of the Company for reposing continued trust and confidence in the management of the Company.

For and on behalf of the Board

Place : Kanpur (Shyam Sunder Sharmma)

Date : 13th August, 2012 Chairman and Managing Director

---

Mar 31, 2010

Statements of Accounts of the Company for the financial year ended 31st March, 2010.

FIN LTS of the Company for the year ended 31st March, 2010 as compared preceding year are as under: (Rs. in lacs) Current Year Previous Year (2009-10) (2008-09)

Total Income 19922.37 13566.50

Profit before Interest and Depreciation 2430.07 1730.61

Less: Interest and Finance expenses 785.37 639.51

Less: Depreciation 691.83 565.54

Profit before Exceptional Item 952.87 525.56

Less: Exceptional Item - 20.99

Profit before Tax 952.87 504.57

Provision for Tax - Current Tax (161.94) (56.13)

- Fringe Benefit Tax - (9.18)

- Deferred Tax (Net) (17.93) (60.45)

- MAT credit available for set off 127.30 55.67

Profit after Tax 900.30 434.48

Surplus brought forward from Previous year1125.48 747.98

MAT Credit recognized for previous years 0.45 -

Taxation for earlier years (Net) (11.66) (4.34)

Balance available for appropriation 2014.57 1178.12 Appropriations:

Interim Dividend

- Preference Shares (45.00) (45.00)

- Equity Shares (49.28) -

Tax on Interim Dividends (16.02) (7.64) Proposed Dividend

- Preference Shares (11.25) -

- Equity Shares (66.85) -

Tax on Proposed Dividends (13.27) -

Surplus carried to Balance Sheet 1812.90 1125.48

OPERATIONS

During the year under review, the Company recorded a substantial increase of 46.92% in its Total Turnover which rose to Rs. 19888.34 lacs from Rs. 13537.11 lacs in 2008-09. The Profit before Interest and Depreciation recorded for the year was Rs. 2430.07 Lacs as against Rs. 1730.61 Lacs in the preceding year, recording an increase of 40.42%. The Profit after Tax was placed at Rs. 900.30 lacs as against Rs. 434.48 lacs in the preceding year, recording an increase of 107.21%.

During the year under review, the Company successfully commissioned 3rd production line of Regenerated Polyester Staple Fibre (RPSF) of 18000 TPA at its Rudrapur unit, thus, resulting into an increase in the consolidated production capacity of RPSF from 39600 TPA to 57600 TPA. With the increased production capacity, the Company has become a largest player in the RPSF Industry across the Country.

To achieve forward integration, the Company diversified itself into the business of manufacturing cushions, pillows and other stuffed products at its Rudrapur Unit, with a total production capacity of 45,00,000 pieces per annum.

Your Directors expect to achieve even better results during the year as the Company will get full benefits round the year of above expansions.

DIVIDEND

During the year under review, the Company has paid an Interim Dividend of Rs. 0.50 per share (i.e. @ 5%) on Equity Shares of the Company. Based on the Companys outstanding performance, your Directors are pleased to recommend for approval of the members, a final dividend of Rs. 0.50 per share (i.e. @ 5%) on Equity Shares of the Company for the financial year 2009-10.

Further, during the year, the Company has also paid an Interim Dividend of Rs. 10/- per share (i.e. @ 10%) on 4,50,000, 10% Cumulative Redeemable Preference Shares (Series I & II) of the Company of Rs. 100 each, including Rs. 2.50 per share with respect to the arrears of dividend for the financial year 2008-09. Your Directors are pleased to recommend for approval of the members, a dividend of Rs. 2.50 per share on said Preference Shares for the financial year 2009-10, being accumulated dividend for a period of 3 months i.e. 01.01.2010 to 31.03.2010.

In future, the shareholders may expect dividend payouts on constant basis depending upon the long term performance of the Company and also keeping in view the requirement of funds for financing Companys growth plans.

FINANCE

During the year under review, the Company has been sanctioned a Term loan of Rs. 7.50 Crores and Rs. 6.90 Crores by State Bank of India and Allahabad Bank, respectively, in order to part finance the capital expenditure for the installation of the 3rd Production Line of Regenerated Polyester Staple Fibre at the Companys unit situated at Rudrapur, Uttrakhand.

During the current year, the Company has been sanctioned Cash Credit Limit of Rs. 2.40 crores from Allahabad Bank, in order to meet an increased requirement of working capital for the smooth running of operations at its newly installed Production line at Rudrapur.

During the year under review, the Company has allotted 35,15,000 Convertible Warrants to the Promoters & Others on preferential basis, out of which 24,65,000 Warrants were converted into equal number of Equity Shares on 25.03.2010 and 10,50,000 warrants were converted into equal number of Equity Shares on 01.04.2010. The aggregate amount of Rs. 656.65 Lacs, raised through the said issue, has been utilized for the expansion project at Rudrapur (Uttarakhand) unit and general corporate purposes. With the said allotment the total paid up Equity Share Capital of the Company, presently stands increased from Rs. 985.50 Lacs to Rs. 1337.00 Lacs.

During the current financial year 2010-11, the Company has also made an allotment of 30,00,000 warrants convertible into equal number of Equity Shares to Promoters & Others, which is outstanding for conversion into Equity Shares till date.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is provided in a separate section forming part of the Annual Report.

DIRECTORS

The Board of Directors has re-appointed Shri Shyam S. Sharma as Managing Director of the Company for a further period of five years with effect from 18th September, 2010 upon expiry of his term of office and the matter is placed for your approval at the ensuing Annual General Meeting.

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri Rajesh Sharma and Shri S.K. Kabra, Directors of the Company retire from the Board by rotation and being eligible they have offered themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company, in respect of the financial year ended 31st March, 2010, confirm that: -

a) in preparation of 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and 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, 1956, 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.

AUDITORS AND AUDITORS REPORT

The term of office of the present auditors of the Company, M/s. Mehrotra Rakesh Kumar & Co., Chartered Accountants, Kanpur expires at the conclusion of ensuing Annual General Meeting and being eligible, they have confirmed their willingness to accept office, if re-appointed.

As regards Auditors remarks in para 9(i) of the Annexure to their report stating slight delay in payment of statutory dues, it is clarified that Company is regular in depositing statutory dues although there were slight procedural delay in few cases which were subsequently made good and efforts are being made to regularize the same.

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

As per the requirement of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto as Annexure A, forming part of this report.

PARTICULARS OF EMPLOYEES

As none of the employees of the Company was in receipt of remuneration in excess of limits prescribed, particulars of employees under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, are not required to be given.

CORPORATE GOVERNANCE

A separate section on Corporate Governance along with Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record appreciation for the co-operation and support extended by various Departments of Central and State Government(s), Bankers and Business associates.

Your Directors also wish to place on record appreciation to all the employees for their sincere and dedicated services rendered to the Company and are also grateful to all the shareholders of the Company for reposing continued trust and confidence in the management of the Company.

For and on behalf of the Board

Place : Kanpur (Shyam S. Sharma) Date : 31st July, 2010 Chairman and Managing Director