Company Overview

Ganesha Ecoverse Limited (CIN: L13114UP2003PLC234973) is a public limited company incorporated on January 10, 2003, listed on BSE-SME platform (Scrip Code: 539041). The company is engaged in dealing with plastic and textile products, including trading of post-consumer PET bottle waste and scrap.

Annual General Meeting Details

The 23rd Annual General Meeting is scheduled to be held on Saturday, September 26, 2026, at 2:00 P.M. (IST) through Video Conferencing/Other Audio Visual Means facility.

Ordinary Business:

1. To adopt Audited Standalone Financial Statements for FY ended March 31, 2026

2. To adopt Audited Consolidated Financial Statements for FY ended March 31, 2026

3. To reappoint Shri Sandeep Khandelwal (DIN: 00379182) as Director who retires by rotation

Special Business:

4. To approve material related party transactions with GESL Spinners Limited for grant of loan up to ₹25.00 crore

Financial Performance

Standalone Financials (₹ in lakhs):

  • Total Income: ₹152.60 (FY25: ₹1,057.54)
  • Profit Before Tax: ₹200.13 (FY25: Loss ₹235.68)
  • Profit After Tax: ₹124.79 (FY25: Loss ₹146.42)
  • Exceptional Item: Reversal of accumulated dividend on redeemable preference shares ₹780.66 crore

Consolidated Financials (₹ in lakhs):

  • Total Income: ₹152.60 (FY25: ₹1,057.54)
  • Loss Before Tax: ₹445.40 (FY25: Loss ₹1,572.98)
  • Loss After Tax: ₹520.74 (FY25: Loss ₹1,483.72)
  • Share of Loss of Associate (GESL Spinners): ₹645.53 (FY25: ₹1,337.30)

Key Financial Ratios (Standalone):

  • Debtors' Turnover: 1.93x (FY25: 22.20x)
  • Current Ratio: 1.32x (FY25: 9.30x)
  • Debt-Equity Ratio: 0.22x (FY25: 0.37x)
  • Return on Equity: 3.04% (FY25: Not Applicable due to loss)

Material Developments

Amalgamation Plan:

The Board of Directors on June 30, 2026, approved a scheme of amalgamation of the company with GESL Spinners Limited by way of absorption and dissolution without winding up. The share swap ratio is:

  • 135 Equity Shares of GSL for every 100 Equity Shares of Ganesha Ecoverse
  • 1 Preference Share of GSL for every 1 Preference Share of Ganesha Ecoverse

The amalgamation is subject to regulatory approvals including from BSE, SEBI, NCLT, shareholders and creditors.

Related Party Transaction Approval:

The company seeks shareholder approval for material related party transactions with GESL Spinners Limited for grant of unsecured loan up to ₹25.00 crore with the following terms:

  • Interest Rate: 9% p.a. (Company's borrowing cost: 8.50% p.a.)
  • Tenure: 2 years repayable after 2 years with prepayment option
  • Purpose: To meet GSL's business requirements
  • Previous FY transactions: Loan given ₹4.10 crore, Interest income ₹0.38 crore

Change in Registered Office:

The company shifted its registered office from Delhi to Uttar Pradesh during the year with approval from Regional Director.

Preference Share Rights Variation:

The company obtained consent from preference shareholder to vary rights attached to 1,00,00,000, 9% Redeemable Cumulative Preference Shares to make them Non-Cumulative instead of Cumulative, including waiver of accrued dividend liability.

Corporate Governance

Board Composition:

  • Total Directors: 4 (2 Executive, 2 Independent)
  • Board Meetings: 4 meetings held during FY25-26
  • Committees: Audit, Nomination & Remuneration, Stakeholders Relationship, Capital Raising, Management

Key Managerial Personnel Changes:

  • Ms. Surbhi Bhatia resigned as CFO effective January 31, 2026
  • Ms. Neha Gajwani resigned as Company Secretary effective May 30, 2026
  • Mr. Ashish Gupta appointed as CFO effective May 30, 2026
  • Mr. Anshuman Singh appointed as Company Secretary effective August 31, 2026

Auditors:

  • Statutory Auditors: M/s. Rajiv Mehrotra & Associates (Firm Regn. No. 002253C)
  • Secretarial Auditors: M/s HKS & Associates LLP
  • Internal Auditors: M/s. Ashok & Ajai, Chartered Accountants

All audit reports are unqualified.

Share Capital Structure

Equity Share Capital:

  • Authorized: 3,00,00,000 equity shares of ₹10 each (reduced from 4,00,00,000)
  • Issued/Subscribed: 2,45,94,650 equity shares of ₹10 each fully paid-up

Preference Share Capital:

  • Authorized: 2,00,00,000 preference shares of ₹10 each (increased from 1,00,00,000)
  • Issued: 1,00,00,000, 9% Redeemable Non-Cumulative Preference Shares of ₹10 each
  • Treated as financial liability under Ind AS 32

Investments and Loans

Investments:

  • Investment in GESL Spinners Limited: 2,73,50,000 equity shares (44.39% holding) at cost ₹4,649.50 lakh
  • Quoted Investments: ₹333.46 lakh (FY25: ₹984.52 lakh) - mark-to-market loss of ₹651.05 lakh recognized

Loans:

  • Loans to GESL Spinners Limited: ₹500.00 lakh outstanding (Maximum during year: ₹560.42 lakh)
  • Loans to other corporates: ₹1,146.57 lakh outstanding

Other Significant Information

Dividend:

No dividend recommended for equity shareholders for FY25-26.

AGM Logistics:

  • Register of Members closure: September 20-26, 2026
  • E-voting period: September 23-25, 2026 (10:00 AM to 5:00 PM)
  • Cut-off date: September 19, 2026
  • Scrutinizer: Mr. Hemant Kumar Sajnani, Practising Company Secretary

Industry Overview:

The global textile and apparel industry valued at USD 2,123.72 billion in 2025, projected to reach USD 4,273.09 billion by 2035. India's textile industry estimated at USD 190 billion in FY26, expected to reach USD 350 billion by 2030.